Grupa Kapitałowa Grupa Azoty
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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.
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 16 May 2024, 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 29 March 2018 (Dz.U. of 2018, item 757).
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 16 May 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).
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 12 April 2024 the Company received a letter of resignation of Mr Hubert Kamola, stepping down from the position of Member of the Company’s Supervisory Board. The resignation took effect at the end of day on 12 April 2024. Mr Hubert Kamola served as Chair of the Company’s Supervisory Board. In addition, he was the Supervisory Board Member delegated as of 20 March 2024 to perform the duties of Vice President of the Company’s Management Board.
Mr Hubert Kamola did not give a reason for his resignation in his letter.
On the same day, the Supervisory Board passed a resolution to appoint Mr Hubert Kamola as a member of the Company’s Management Board of the 12th term of office, effective 13 April 2024, entrusting him with the role of Vice President of the Management Board.
A brief description of the newly appointed Management Board Member’s educational background, qualifications, previously held positions and employment records is attached to this Current Report.
The Company further announces that the new Member of the Management Board 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 the 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 Management Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Par. 5.4) and 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).
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 March 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).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces the estimated effect of non-cash events on the Company’s consolidated and separate financial statements for the 2023 financial year.
I. Following impairment testing of non-current assets performed for the Company’s Fertilizers Cash Generating Unit (CGU) and Plastics Cash Generating Unit (CGU), it was determined that the estimated recoverable amount of assets was below their carrying amount for the Plastics CGU. As a result, a decision was made to recognise an impairment loss of - (minus) PLN 59m. This stems from the projected decline in profitability, driven by the weakening of long-term market forecasts. No need to recognise impairment losses for the Fertilizers CGU was identified.
This event affects the Company’s financial statements for 2023 by reducing the separate EBIT by - (minus) PLN 59m. In accordance with Grupa Azoty Group’s accounting policies, the impairment loss is a one-off non-cash event with no effect on the Company’s separate EBITDA.
Following impairment testing of non-current assets at the Company’s subsidiaries, it was determined that the recoverable amount of assets was below the carrying amount for the Fertilizers CGU at Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty POLICE”). As a result, a decision was made to recognise an impairment loss of - (minus) PLN 151m.
The impairment loss at the Fertilizers CGU was recognised primarily as a result of the deterioration of long-term market forecasts and future cash flow projections, particularly for technical-grade nitrogen products.
The Company also announces, further to Current Reports No. 14/2024 of 9 February 2024 and No. 36/2024 of 29 March 2024, that following verification by the auditor of the impairment test submitted for audit, the impairment loss on assets at Grupa Azoty Polyolefins S.A. (“Grupa Azoty POLYOLEFINS”) has increased by - (minus) PLN 206m to - (minus) PLN 1,343m.
These events affect the Company’s financial statements for 2023 by reducing consolidated EBIT by PLN 1,494m. In accordance with Grupa Azoty Group’s accounting policies, the impairment losses are one-off non-cash events with no effect on the Company’s consolidated EBITDA.
The above events related to the recognition of impairment losses on non-current assets in the Company and its subsidiaries affect the Company’s consolidated financial statements for 2023 by reducing consolidated EBIT by a total amount of PLN 1,553m. In accordance with Grupa Azoty Group’s accounting policies, the impairment losses are one-off non-cash events with no effect on the Company’s consolidated EBITDA.
II. Moreover, the following categories of events have been identified in connection with the update of Grupa Azoty POLYOLEFINS’ Financial Model, as announced by the Company in Current Report No. 36/2024 of 29 March 2024, with a significant effect on the Company’s results:
The events described in Sections II.1 and II.2 have no effect on the Company’s separate EBIT and EBITDA.
3. Recognition of a Liability resulting from the rate-of-return stabilisation mechanism for the Co-Sponsors, set out in Grupa Azoty POLYOLEFINS’ Shareholders’ Agreement, in the amount of - (minus) PLN 104m, which reduces the consolidated pre-tax result by - (minus) PLN 104m and the separate pre-tax result by - (minus) PLN 49m.
The event described in Section II.3 has no effect on the Company’s separate and consolidated EBIT and EBITDA.
III. In addition, the events indicated in Sections I and II result in the Company having to write down the value of shares in the subsidiaries in the separate financial statements for 2023:
The potential estimated non-cash effect of the event described in Section III reduces the pre-tax result disclosed in the Company’s separate financial statements for 2023 by approximately - (minus) PLN 966m, compared with the original estimate of - (minus) PLN 400m.
The event has no effect on the Company’s separate and consolidated EBIT and EBITDA.
The Company’s 2023 financial statements are being verified and audited by the auditor, so the above estimates are subject to change. The final amounts will be presented in the Company’s consolidated and separate full-year report, scheduled for issue on 29 April 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 7/2024 of 26 January 2024, the Management Board of Grupa Azoty S.A. announces that the release date for the separate and consolidated full-year reports for 2023 has been changed from 10 April 2024 to 29 April 2024.
The 2023 consolidated report on payments to governments will be released on 29 April 2024.
The release dates for the consolidated quarterly reports and the consolidated half-year report remain unchanged. The revised timetable for releasing the periodic reports in 2024 is as follows:
1. Quarterly reports:
2. Half-year report:
3. Full-year reports:
The 2023 consolidated report on payments to governments will be released on 29 April 2024.
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 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 14/2024 of 9 February 2024, the Management Board of Grupa Azoty S.A. (the “Company”) presents an update of the estimated effect of one-off non-cash events on the Company’s consolidated and separate financial statements for 2023.
The Management Board announces that during the preparation of the full-year consolidated financial statements for 2023, indications of asset impairment were identified at the subsidiary Grupa Azoty Polyolefins S.A. (“Grupa Azoty POLYOLEFINS”, “Subsidiary”), affecting the value of the Company’s assets.
Following an update of the Subsidiary’s Financial Model, made to reflect current market forecasts, macroeconomic data, and operational information, which showed a deterioration in the financial indicators of the Polimery Police Project compared to the Financial Model used for the asset impairment test at the end of 2022, impairment tests performed at Grupa Azoty POLYOLEFINS showed valid reasons for the recognition of an impairment loss on the Subsidiary’s assets.
Consequently, the Management Board of the Subsidiary will propose to the General Meeting of Grupa Azoty POLYOLEFINS to vote on a resolution regarding the continued existence of the Subsidiary, as required by Art. 397 of the Commercial Companies Code.
The potential estimated non-cash effect of the above event will reduce consolidated EBIT for 2023 by approximately - (minus) PLN 1,138m, compared with the initial estimate of - (minus) PLN 900m, as announced by the Company in Current Report No. 14/2024. The event will have no effect on consolidated EBITDA.
In addition, the impairment loss on Grupa Azoty POLYOLEFINS’ assets in the full-year consolidated financial statements for 2023 may necessitate recognition of an impairment loss of approximately - (minus) PLN 400m on the Subsidiary’s shares in the Company’s full-year separate financial statements for 2023, compared with the initial estimate of - (minus) PLN 300m, as announced by the Company in Current Report No. 14/2024.
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 400m, compared with the initial estimate of - (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.
The Company’s 2023 financial statements are being reviewed and audited by the auditor, so the above estimates 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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 22/2022 of 20 July 2022, Current Report No. 37/2022 of 23 December 2022, Current Report No. 48/2023 of 19 October 2023, Current Report No. 61/2023 of 15 December 2023, Current Report No. 24/2024 of 11 March 2024, and Current Report No. 26/2024 of 13 March 2024, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 28 March 2024 it passed a resolution to terminate negotiations with the shareholders of Solarfarm Brzezinka sp. z o.o. of Wrocław (“Solarfarm”) (VSB Holding GmbH of Dresden, Germany, and Mr Janusz Franciszek Siemieniec) and to terminate the agreement to hold negotiations, on an exclusive basis, regarding the potential acquisition of 100% of the share capital of Solarfarm, the company established to implement a minimum 270MWp solar PV power plant project located in Brzezinka and Syców in the Province of Wrocław.
The reason for the termination of negotiations is the negative opinion of the Company’s Supervisory Board regarding the proposed acquisition of Solarfarm, which was submitted by the Management Board for approval by the Extraordinary General Meeting (Current Report No. 24/2024), and failure by the Extraordinary General Meeting (held on 14 February 2024 and resumed after adjournment on 13 March 2024) to adopt the relevant resolution (Current Report No. 26/2024). Approval from the Extraordinary General Meeting was a necessary condition for the execution of the agreement to acquire 100% of shares in Solarfarm.
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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 62/2023 of 15 December 2023 and No. 22/2024 of 29 February 2024, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 29 February 2024 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., the 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”) an amending agreement (the “Amendment”) to the 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 31 May 2020. Under the Amendment, the parties have agreed on the terms under which the Financial Institutions will provide financing of the Project during another term of the Stabilisation Agreement, i.e. until 26 April 2024.
It has also been agreed that the provision by the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (the “Original Sponsors”) of the balance of the support loan of up to EUR 105m (the upper limit) to the Subsidiary will be made by 26 April 2024 at the latest.
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).
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, Current Report No. 41/2023 of 31 August 2023, Current Report No. 10/2024 of 2 February 2024 and Current Report No. 23/2024 of 29 February 2024, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 27 March 2024 the Company, acting on its own behalf and on behalf of the Grupa Azoty Group companies (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 10/2024, being parties to the relevant financing agreements (the “Financing Agreements”), executed an amending annex, effective as of 26 March 2024 (the “Annex”), to the standstill agreement signed on 2 February 2024 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. Oddział w Polsce, 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 “Standstill Agreement”).
The Annex to the Standstill Agreement ensures the continued availability of credit facility 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 the event of a breach or potential breach of the Financing Agreements occurring during the term of the Standstill Agreement, which has been extended under the Annex until 25 April 2024.
This will facilitate the continued development of a long-term restructuring plan for the Grupa Azoty Group. The Standstill Agreement may be subject to further extension with the consent of the Financing Institutions.
At the same time, the Company has agreed to provide certain documents to the Financing Institutions in accordance with the agreed schedule, and to continue to apply the agreed restrictions provided for in the Standstill Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
The Company fulfils all debt service and repayment obligations under the Financing Agreements in a timely manner, and the available limits thereunder ensure liquidity and secure financing for the Grupa Azoty Group to meet its own requirements and obligations to suppliers, ensuring the continuity of operations.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 31/2024 of 21 March 2024, 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, Artur Rzempała.
The Company further announces that Artur Rzempała 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: 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 29 March 2018 (Dz.U. of 2018, item 757).
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 21 March 2024, of a statement from the Undersecretary of State at the Ministry of State Assets, authorised to act on behalf of the Minister of State Assets, dated 21 March 2024, on the appointment, pursuant to Art. 16.2 of the Company’s Articles of Association, of Artur Rzempała 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 record, together with all the representations he is required to submit, will be published by the Company as soon as practicable.
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 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 29/2024 of 19 March 2024, 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 Members of the Company’s Supervisory Board:
Adam Leszkiewicz – President of the Management Board
Krzysztof Kołodziejczyk – Vice President of the Management Board
Andrzej Skolmowski – Vice President of the Management Board
Andrzej Dawidowski – Vice President of the Management Board
Paweł Bielski – Vice President of the Management Board
Hubert Kamola – Supervisory Board Member delegated to serve as Vice President of Management Board of the Company.
The newly appointed Members of the Management Board of the Company 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 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 Members of the Management Board of the Company are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: 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 29 March 2018 (Dz.U. of 2018, item 757).
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 19 March 2024 the Company’s Supervisory Board passed a resolution to remove Mr Marek Wadowski from the position of Vice President of the Company’s Management Board with effect from the end of day on 19 March 2024. The resolution became effective upon adoption.
At the same time, the Company’s Supervisory Board passed resolutions to appoint, with effect from 20 March 2024, the following persons to the Company’s Management Board of the 12th term:
Mr Adam Leszkiewicz – as President of the Management Board,
Mr Krzysztof Kołodziejczyk – as Vice President of the Management Board,
Mr Andrzej Skolmowski – as Vice President of the Management Board,
Mr Andrzej Dawidowski – as Vice President of the Management Board,
Mr Paweł Bielski – as Vice President of the Management Board.
The Supervisory Board also passed a resolution to delegate Mr Hubert Kamola, Member of the Supervisory Board, to serve as acting Vice President of the Management Board in the period from 20 March 2024 to the date of appointment of a Management Board Vice President selected through a recruitment process, that period not to be longer than three months.
The resolutions to appoint members of the Management Board and delegate a member of the Supervisory Board to serve as acting Vice President of the Management Board came into effect upon adoption.
A brief description of the newly appointed Management Board Members’ educational background, qualifications, previously held positions and employment records, together with the representations required from them, will be published by the Company as soon as practicable.
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).
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 19 March 2024 the Company received a letter of resignation of Mr Krzysztof Kołodziejczyk, stepping down from the position of Member of the Company’s Supervisory Board. The resignation took effect at the end of day on 19 March 2024.
Mr Krzysztof Kołodziejczyk did not give a reason for his resignation in his letter.
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).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to
this report, a list of shareholders holding 5% or more of total voting rights
at the Extraordinary General Meeting convened on 14 February 2024 and resumed
after an adjournment on 13 March 2024, specifying the number of votes conferred
by the shares held by each shareholder, and their percentage share in the
voting rights represented at that Extraordinary General Meeting and in the
total voting rights.
Legal basis: Art. 70.3 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text: Dz.U. of 2022, item 2554, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a draft resolution considered by the Extraordinary General Meeting of Grupa Azoty S.A. convened on 14 February 2024 and continued after an adjournment on 13 March 2024.
The resolution, provided as an appendix to this current report, has not been adopted.
The Extraordinary General Meeting , reconvened on 13 March 2024 after an adjournment, did not pass any resolutions. Resolutions passed by the Extraordinary General Meeting of the Company on 14 February 2024 were previously disclosed by the Company together with Current Report No. 20/2024 of 15 February 2024.
Legal basis: Sec. 19.1.8 of the Minister of Finance’s Regulation of 29 March 2018 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 (Dz.U. of 2018, item 757).
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 February 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).
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, Current Report No. 5/2024 of 18 January 2024 and Current Report No. 6/2024 of 25 January 2024, in connection with the Extraordinary General Meeting convened for 14 February 2024 (the “EGM”), to be resumed after an adjournment on 13 March 2024, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto as a supplementary document relating to matters placed on the EGM’s agenda, the resolution of the Company’s Supervisory Board of 11 March 2024 concerning:
The Company will post the documents 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 29 March 2018 (Dz.U. of 2018, item 757).
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, Current Report No. 41/2023 of 31 August 2023 and Current Report No. 10/2024 of 2 February 2024, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 29 February 2024 the Company, acting on its own behalf and on behalf of the Grupa Azoty Group companies (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 10/2024, being parties to the relevant financing agreements (the “Financing Agreements”), executed an amending annex, effective as of 28 February 2024 (the “Annex”), to the standstill agreement signed on 2 February 2024 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. Oddział w Polsce, 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 “Standstill Agreement”).
The Annex to the Standstill Agreement ensures continued availability of credit limits under the Financing Agreements, prevents the Financing Institutions from taking any steps 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 Standstill Agreement, which has been extended under the Annex to 25 March 2024 (and, after the availability of one of the working capital facilities is extended at least to 26 March 2024, will also be extended to 26 March 2024).
This will facilitate the development of a long-term restructuring plan for the Grupa Azoty Group. The Standstill Agreement may be subject to further extension with the consent of the Financing Institutions.
At the same time, the Company has agreed to provide certain documents to the Financing Institutions in accordance with the agreed schedule, and to continue to apply the agreed restrictions provided for in the Standstill Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
The Company fulfils all debt service and repayment obligations under the Financing Agreements in a timely manner, and the available limits thereunder ensure liquidity and secure financing for the Grupa Azoty Group 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 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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 62/2023 of 15 December 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 29 February 2024 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., the 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”) an amending agreement (the “Amendment”) to the 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 31 May 2020. Under the Amendment, the parties have agreed on the terms under which the Financial Institutions will provide financing of the Project during another term of the Stabilisation Agreement, i.e. until 27 March 2024.
It has also been agreed that the provision by the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (the “Original Sponsors”) of the balance of the support loan of up to EUR 105m (the upper limit) to the Subsidiary will be made by 27 March 2024 at the latest.
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).
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:
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).
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:
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
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).
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).
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).
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).
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).
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:
2. Half-year interim results:
3. Full-year results:
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).
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).
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 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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
2. Half-year interim reports:
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).
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).
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:
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:
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:
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
2. Half-year interim reports:
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
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).
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:
2. Half-year interim results:
3. Full-year results:
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).
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:
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).
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 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).
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).
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).
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).
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)
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).
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).
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).
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).
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:
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:
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:
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).
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).
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).
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.
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
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).
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:
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
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
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).
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).
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).
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).
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).
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).
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)
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).
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).
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).
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).
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).
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).
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
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:
Agenda:
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:
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.
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).
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).
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).
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).
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:
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).
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).
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:
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).
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).
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:
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).
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:
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).
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).
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).
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).
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).
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:
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
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:
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.
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).
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).
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).
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).
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).
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).
Acting pursuant to Art. 399.1 in conjunction with Art. 402[1] and Art. 402[2] of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Business Register of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP): 873-000-68-29, with a share capital of PLN 495,977,420 (paid in full), hereby convenes an Annual General Meeting of Grupa Azoty S.A.to be heldat 10.00 am on June 29th 2020 at the Company’s registered office: ul. Kwiatkowskiego 8, Tarnów, conference room 57/58, 1st floor.
The total number of Grupa Azoty shares is 99,195,484. As at June 29th 2020, the number of votes attached to these shares is 99,195,484.
Agenda:
Right to attend the Annual General Meeting
Pursuant to Art. 406[1].1 of the Commercial Companies Code, the right to attend the Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at June 13th 2020 (the record date).
To be able to attend the Annual General Meeting, holders of rights attached to book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to attend the Annual General Meeting.
The request should be submitted on or after the publication of the notice of the Annual General Meeting, i.e. on or after June 2nd 2020,and no later than on the first weekday following the record date, i.e. June 15th 2020. Personal certificates confirming the right to attend the Annual General Meeting will serve as the basis for preparation of records submitted to the entity operating the securities depository in accordance with the Act on Trading in Financial Instruments.
The list of shareholders entitled to attend the Annual General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the Annual General Meeting, i.e. on June 24th, 25th and 26th 2020, from 8:00 am to 4:00 pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to attend the Annual General Meeting through a proxy
Shareholders may attend the Company’s Annual General Meeting and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder's rights at the Annual General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.
A power of proxy to attend the Annual General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, a form of electronic power of proxy is made available by the Company for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1]of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1]of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not need to be signed with a qualified electronic signature.
The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is the shareholder who decides on how a power of proxy will be granted and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons entitled to attend the Company’s Annual General Meeting is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Annual General Meeting. Any such request, together with a statement of grounds or a draft resolution on the proposed agenda item, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Annual General Meeting, that is by June 8th 2020. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Annual General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
During the Annual General Meeting, any shareholder may submit draft resolutions on matters placed on the agenda. Such draft resolutions should be in the Polish language.
Electronic communications
The Company’s Management Board does not provide for the possibility of attending the General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or by means of electronic communication.
Access to documents
The documents to be presented to the Annual General Meeting, including draft resolutions, will be available at the Company's registered office and on the Company's website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the Annual General Meeting.
Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Annual General Meeting or matters to be placed on the agenda before the date of the Annual General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.
INFORMATION ON PERSONAL DATA PROTECTION
IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF
GRUPA AZOTY S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Annual General Meeting (the “AGM”) the Company will process the personal data of its shareholders, their proxies authorised to vote, and other persons authorised to exercise voting rights at the AGM (jointly referred to as the “Shareholders” or “you”).
Therefore, the Company states that:
a) The controller of the personal data collected is Grupa Azoty S.A. of Tarnów; You can contact the Company by writing to the email address ##ipgcdl#at#vgjeppodin.rdb## or postal address: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;
b) For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer via the following email: ##xds.ipgcdl#at#vgjeppodin.rdb## or by post: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland
c) The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the AGM[1], enabling the Shareholders to exercise their rights in relation to the Company, as well as establishing facts for the purpose of enforcing of or defending against any legal claims by the Company;
d) The Company processes (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as: the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;
e) Shareholders’ personal data may be collected by the Company from entities operating the securities depository, as well as from other Shareholders – with respect to the data included in powers of proxy;
f) The legal basis for the processing of your personal data by the Company is:
g) Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;
h) Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company's existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of or against the Company;
i) Where data is provided directly to the Company, provision of such data is required by the Commercial Companies Code and in order to enable verification of the Shareholder's identity, and failure to provide the data results in the Shareholder’s inability to attend the AGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
j) You have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; you should bear in mind that these rights are not absolute and that the applicable laws and regulations provide for certain exceptions as to when they may be exercised;
k) You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.
[1] In particular, Art. 401, 407, 410 and 412 of the Commercial Companies Code.
Legal basis: Section 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal grounds: Article 17 (1) of the MAR – confidential information
With reference to current reports no. 24/2019 of 26 April 2019, no. 58/2019 of 31 October 2019, no. 73/2019 of 22 November 2019, no. 74/2019 of 6 December 2019, no. 77/2019 of 13 December 2019, no. 80/2019 of 23 December 2019 and no. 23/2020 of 31 May 2020, the Management Board of Grupa Azoty S.A. (hereinafter: the “Issuer”) would like to inform you that, on 31 May 2020, the Issuer, the Issuer’s subsidiary – Grupa Azoty Zakłady Chemiczne “Police” S.A. (hereinafter: the “Subsidiary”, and jointly with the Issuer - the “Original Sponsors”) and the Original Sponsors’ subsidiary – Grupa Azoty Polyolefins S.A. (hereinafter: “Polyolefins”) concluded agreements with Grupa Lotos S.A. (“Grupa Lotos”), Hyundai Engineering Co., Ltd (hereinafter: “Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (hereinafter: “KIND”, jointly with Grupa Lotos and Hyundai - the “Co-Sponsors”, and jointly with the Original Sponsors and Polyolefins - the “Parties”), concerning the terms and conditions of equity investment and subordinated debt financing (“Transaction Documentation”) in connection with Polyolefins developing an investment project known as “Polimery Police” (hereinafter: the “Project”).
The following agreements were executed as part of the Transaction Documentation: (i) an investment agreement between the Original Sponsors, Polyolefins and Grupa Lotos; (ii) a loan agreement between Polyolefins and Grupa Lotos; (iii) an investment agreement between the Original Sponsors, Polyolefins, Hyundai and KIND; (iv) a loan agreement between Polyolefins and KIND; (v) a loan agreement between the Issuer and Polyolefins; (vi) a loan agreement between the Subsidiary and Polyolefins and (vii) a shareholders’ agreement between all the Parties.
Based on the Transaction Documentation, Grupa Lotos undertook to invest in the Project the total amount of PLN 500,000,000 (hereinafter: “Lotos’s Investment”) by: (a) contributing cash in the total amount of PLN 300,000,000 to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and (b) providing a subordinated loan to Polyolefins in the amount of PLN 200,000,000. Also, Hyundai undertook to invest a total of USD 73,000,000 in the Project (hereinafter: “Hyundai’s Investment”) by contributing cash to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and KIND undertook to invest a total of USD 57,000,000 in the Project (hereinafter: “KIND’s Investment”, and jointly with Lotos’s Investment and Hyundai's Investment - “Co-Sponsors’ Investment”) by (i) contributing cash in the amount of USD 5,000,000 to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and (ii) providing a subordinated loan to Polyolefins in the amount of USD 52,000,000.
By the date of this report, the Original Sponsors have contributed the amount of PLN 523,760,114.55 into Polyolefins as an equity contribution to cover the shares they take up in Polyolefins, namely, the Issuer has contributed PLN 219,649,330 and the Subsidiary has contributed PLN 304,110,784.55. Based on the Transaction Documentation, the Original Sponsors additionally undertook to: (i) contribute additional equity to Polyolefins up to the maximum amount of PLN 297,046,245.70 (the Issuer’s undertaking); (ii) contribute additional equity to Polyolefins up to the maximum amount of PLN 278,545,884.65 (the Subsidiary’s undertaking); and (ii) provide loans in the total amount of PLN 732,901,520.00, including PLN 344,463,738.00 from the Issuer and PLN 388,437,782.00 from the Subsidiary (the “Original Sponsors’ Investment”).
The performance of the Co-Sponsors’ undertakings under the Co-Sponsors’ Investment (“Closing”) is conditional upon the fulfilment of the conditions precedent agreed in the Transaction Documentation, including, without limitation: the Initial Sponsors contributing funds to cover the Initial Sponsors’ Investment, the execution of the senior facility agreement with a syndicate of banks (“Debt Financing Agreement”) and the fulfilment of certain conditions precedent stipulated in the Debt Financing Agreement.
According to the provisions of the Transaction Documentation, the target shareholding structure of Polyolefins will be as follows: the Original Sponsors will hold a total of 64.93% of the shares, including the Issuer holding directly 30.52% and the Subsidiary holding 34.41%; Grupa Lotos will hold 17.3% of the shares; Hyundai will hold 16.63% of the shares and KIND will hold 1.14% of the shares. These percentages will represent both the share in the Company’s share capital and the total number of votes in Polyolefins’ General Meeting.
The Parties agreed that the lock-up period in which Hyundai and KIND cannot sell shares in Polyolefins (with certain exceptions) will continue until the lapse of 3 years from the Project completion date, and in the case of Lotos – until the full repayment of the debt under the Debt Financing Agreement, but no longer than until 15 December 2035. The Parties also agreed a procedure for the sale by the Co-Sponsors of shares in Polyolefins after the expiry of the agreed lock-up periods.
Under the Transaction Documentation, the Original Sponsors may conduct a public offering after the expiry of the lock-up period. Also, the Parties agreed on a put option for Hyundai and KIND to sell to the Original Sponsors, and a call option for the Original Sponsors to buy from Hyundai, in each case in relation to Polyolefins shares with a total value (calculated on the basis of the price originally paid by Hyundai and KIND for such shares) not exceeding USD 70,000,000, for the same amount expressed in USD, in the case of the put option – additionally reduced by all dividends paid to Hyundai and KIND. The Parties agreed that the options will expire on 31 December 2035, at the latest.
In the shareholders’ agreement, the Parties agreed the rules of corporate governance in Polyolefins. Under the shareholders’ agreement, the Management Board of Polyolefins will consist of 1 to 5 members elected by the Supervisory Board for a co-extensive 3-year term of office. The person nominated by the Original Sponsor holding the greater number of shares should be appointed by the Supervisory Board as President of the Management Board of Polyolefins. The Polyolefins Supervisory Board will consist of 5 to 7 members elected for a co-extensive 3-year term of office. Members of the Supervisory Board will be appointed as follows: the Original Sponsor holding the greater number of shares has the right to appoint 2 to 3 members of the Supervisory Board, including the Vice-Chairman of the Supervisory Board, and the Original Sponsor holding the smaller number of shares has the right to appoint 1 to 2 members of the Supervisory Board, including the Chairman of the Supervisory Board. As long as Grupa Lotos holds at least 3% of the shares in Polyolefins, Grupa Lotos will have the right to appoint one member of the Supervisory Board. As long as Hyundai and KIND jointly hold at least 3% of the shares in Polyolefins, Hyundai and KIND will have the right to jointly appoint one member of the Supervisory Board. Also, the Parties have agreed a list of reserved matters requiring the consent of the Supervisory Board, including those that require the affirmative votes of the members appointed by the Co-Sponsors. The shareholders’ agreement also defines the list of matters reserved for the decision of the General Meeting requiring a qualified majority of 83% of the affirmative votes at the General Meeting. The list of reserved matters does not differ from the market standards adopted for transactions of this kind. The Parties have also agreed the rules of voting on the individual matters.
The Transaction Documentation provides for liquidated damages for breaching the essential contractual provisions, including both liquidated damages due from the Initial Sponsors and those reserved for the Initial Sponsors or Polyolefins, typical for this type of transaction. The amount of liquidated damages depends on the significance of a given breach. Individual agreements concluded as part of the Transaction Documentation establish the maximum liability for most of the obligations of the Original Sponsors and Polyolefins towards the Co-Sponsors, typical for this type of transactions.
Based on the Transaction Documentation, until the Closing date, Grupa Lotos, Hyundai and KIND have the right to withdraw from the Transaction if an event or circumstances occur that have or may have a material adverse impact on, inter alia, the Project or the financial condition of Polyolefins and make it impossible to implement the Project on the agreed terms.
The Issuer will provide information about the subsequent stages of equity financing of the Project, including the Closing, in separate current reports.
Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).
Legal grounds: Article 17 (1) of the MAR – confidential information
The Management Board of Grupa Azoty S.A. (hereinafter: the “Issuer”) would like to inform you that on 31 May 2020, the Issuer’s and Grupa Azoty Zakłady Chemiczne “Police” S.A.’s subsidiary – Grupa Azoty Polyolefins S.A. (hereinafter: “Polyolefins”) signed a facilities agreement for the purpose of obtaining senior debt financing necessary for Polyolefins to implement the “Polimery Police” project (“Project”).
The facilities agreement was executed between Polyolefins and a consortium of financial institutions consisting of: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A. (the bank coordinating the Project financing transaction), BNP Paribas Bank Polska S.A., the European Bank for Reconstruction and Development, Industrial and Commercial Bank of China (Europe) S.A. Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, Santander Bank Polska S.A. (“Consortium”) and ICBC Standard Bank PLC (“Facilities Agreement”).
The Facilities Agreement provides for the granting of the following credit facilities by the Consortium:
a) a EUR term loan facility in the maximum amount of EUR 487,800,000, which will be used in particular for financing or refinancing the Project costs during construction stage. The final maturity date is 29 November 2030, provided that, after the fulfilment of the conditions stipulated in the Facilities Agreement, it may be extended until 15 December 2035. The facility bears interest at a variable rate based on the EURIBOR reference rate;
b) a USD term loan facility in the maximum amount of USD 537,700,000, which will be used in particular for financing or refinancing the Project costs during construction stage. The final maturity date is 29 November 2030, provided that, after the fulfilment of the conditions stipulated in the Facilities Agreement, it may be extended until 15 December 2035. The facility bears interest at a variable rate based on the LIBOR reference rate;
c) a working capital VAT facility in the maximum amount of PLN 150,000,000, which will be used for financing or refinancing of payments of VAT on the Project costs during construction stage. The final maturity date has been agreed as the day falling 6 (six) months after the actual Project completion date, but no later than 30 November 2024. The facility bears interest at a variable rate based on the WIBOR reference rate;
d) a working capital loan facility in the maximum amount of USD 180,000,000, the purpose of which is to finance or refinance Polyolefins’ operating expenses and working capital. The final maturity date has been agreed as the day falling 5 (five) years after the financial close, but no later than 29 November 2025. The facility bears interest at a variable rate based on the LIBOR reference rate;
The basic security of the credit facilities includes, without limitation: a mortgage on Polyolefins’ rights to real estate (owned or held on perpetual usufruct), registered pledges on all assets and rights owned by Polyolefins, registered and financial pledges on receivables from Polyolefins’ bank accounts, registered and financial pledges on all shares in Polyolefins held by Polyolefins’ shareholders (including the Issuer), declarations of submission to voluntary enforcement and security assignments.
Additionally, in connection with the Facilities Agreement, the Issuer and Grupa Azoty Zakłady Chemiczne “Police” S.A. entered into an agreement with Polyolefins and Bank Polska Kasa Opieki S.A. (acting as the facility agent and the security agent) concerning a guarantee to provide a support loan (in the form of a subordinated loan) in the amount of EUR 105,000,000, the main purpose of which is to cover the potential liquidity shortfall, construction cost overruns, operating expenses and debt service in the operating period.
Disbursement of funds under the Facilities Agreement will occur after the fulfilment of the conditions precedent stipulated in the Facilities Agreement.
The Management Board would also like to inform you that all corporate consents necessary to sign the Facilities Agreement have been obtained.
The Issuer will provide information about the subsequent stages of senior debt financing of the Project, including the financial closing, in separate current reports.
Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 21/2020 of May 27th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) that on May 29th 2020, the Company’s Supervisory Board gave a favourable opinion on the proposal of the Company’s Management Board to the Annual General Meeting to allocate the entire net profit for the financial year 2019, of PLN 58,249,388.32, to the Company’s reserve funds.
A final decision on the 2019 profit allocation will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, As amended).
Legal basis: Article 17(1) of MAR – Inside information
Grupa Azoty S.A. (the “Company”) announces that on May 27th 2020 its Management Board passed a resolution to recommend that the Company’s entire net profit for the financial year 2019, of PLN 58,249,388.32, be allocated to the Company’s statutory reserve funds.
The Management Board recommends that the entire net profit for 2019 be retained by the Company, as this would provide financial security for capex projects in the pipeline, Polimery Police in particular.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to decide on the allocation of net profit for the financial year 2019.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 12/2020 of February 17th 2020, Current Report No. 14/2020 of February 18th 2020 and Current Report No. 16/2020 of March 18th 2020, Grupa Azoty S.A. (the “Company”) announces that on April 7th 2020 the Company’s Supervisory Board, in connection with Section 2 of Resolution No. 7 of the Company’s Extraordinary General Meeting dated February 17th 2020, approved the execution of an agreement to subscribe for 6,201,383 shares in Grupa Azoty Polyolefins S.A. (“GA Polyolefins”) as part of the issue of Series F shares in GA Polyolefins for theissue price of PLN 47.90 per share, as determined by the General Meeting of GA Polyolefins, i.e. for a total of PLN 297,046,245.70.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 3/2020 of January 21st 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the release date for the separate and consolidated full-year reports for 2019 has been changed from April 1st 2020 to April 8th 2020.Furthermore, the Company’s Management Board announces that the release date for the consolidated report on payments to governments has also been changed to April 8th 2020.
Accordingly, the Management Board announces that periodic reports due for release in 2020 will be released as per the following updated schedule:
The 2019 consolidated report on payments to governments will be released on April 8th 2020.
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
In line with the recommendations of the European Securities and Markets Authority (ESMA) and of the Polish Financial Supervision Authority, the Management Board of Grupa Azoty S.A. (the “Company”) publishes information on the current situation of the Company and its Group (the “Grupa Azoty Group”) in relation to the continuing effects of the outbreak of the SARS-CoV-19 coronavirus causing the COVID-19 infectious disease (“COVID-19”).
The Company’s Management Board is constantly monitoring the developments and the impact of the COVID-19 pandemic on the Company’s and the Grupa Azoty Group’s operations. The Company and other Group companies have implemented procedures ensuring prompt response of competent emergency services in a bid to limit disruptions to their operations to a minimum. The Company has also issued recommendations designed to reduce the risk of employees contracting the disease. No major declines in sales volumes, no disruptions in the supply of raw materials, merchandise and services and no rise in employee absences that would interfere with continuity of production have been reported by the Grupa Azoty Group so far.
The Company is focused on identifying risks associated with the epidemic threat in order to take preventive measures in advance. The Company has identified risk areas related to the COVID-19 pandemic, which may have a material bearing on the Company’s future financial performance. These risks include:
The risk of sales disruption by segments:
The above assessment has been prepared according to the Company’s best knowledge as at the date of this current report. The actual effects of the COVID-19 pandemic and its impact on the Company’s operations are unknown, cannot be estimated and depend on factors that are beyond the Company’s control and are subject to dynamic changes.
Therefore, it is not possible today to accurately predict the impact of the COVID-19 pandemic on the Company’s operations, parameters, forecasts and financial condition or on the progress of the Company’s or other Group companies’ investment projects. However, an increase in the risk of a material adverse effect of the COVID-19 pandemic on the Group’s operations in the short term cannot be ruled out.
Any new developments causing a material change in the Company’s economic condition or significantly affecting its current or future financial performance will be reported in subsequent current reports.
Legal basis:
Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of one-off non-monetary items on the Company’s consolidated financial statements for 2019.
The Company's Management Board analysed indications of impairment and a need to recognise impairment losses on the Company's assets, including shares in subsidiaries and their assets recognised in the consolidated financial statements. As a result, it was decided that impairment tests were necessary. Following the impairment tests, an impairment loss was recognised on the assets of Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A., a subsidiary, because of sharp declines in sales volumes and prices on the sulphur market.
The effect of the impairment loss on the Company's consolidated 2019 results is as follows:
The impairment loss on non-current assets at the consolidated level necessitates recognition of an impairment loss of PLN 32.2m on shares in Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. in the separate financial statements of Grupa Azoty S.A.
The effect of the above on the Company's separate profit/(loss) for 2019 is as follows:
The impairment loss will be charged against finance costs so it will not reduce the Company's separate EBITDA for 2019.
At the same time, the Company's Management Board analysed the possibility of utilising the asset related to future benefits arising from the Company's operations conducted in the Krakowski Park Technologiczny Special Economic Zone (“SEZ”) with respect to the polyamide plant II.
As at December 31st 2018, the Company recognised an asset in respect of the benefits it had expected from operating in the SEZ, in the amount corresponding to the expected tax savings on those operations, estimated at PLN 25.9m. As at June 30th 2019, the amount was reduced to PLN 21.5m. Because the realisation of that asset is not certain given the loss incurred in 2019 on the operations conducted in the SSE and the difficult outlook for that part of business in the near future, a decision was made to reverse the asset.
The reversal will not affect the separate or consolidated EBITDA but will only have an effect on the separate and consolidated net profit for 2019 in the amount of PLN - 21.5m.
As the audit of the Company’s financial statements for 2019 has not yet been completed, the above amounts are not final and are subject to change.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 12/2020 of February 17th 2020 and Current Report No. 14/2020 of February 18th 2020, Grupa Azoty S.A. (the “Company”) announces that on March 18th 2020 the Company’s Management Board, in connection with Section 2 of Resolution No. 7 of the Company’s Extraordinary General Meeting of February 17th 2020,passed a resolution to acquire 6,201,383 (six million, two hundred and one thousand, three hundred and eighty-three) shares in Grupa Azoty Polyolefins S.A. (“GAPolyolefins”) as part of the issue of Series F shares in GA Polyolefins for an issue price set by the GA Polyolefins GeneralMeeting at PLN 47.90 (forty-seven złoty, 90/100) per share, i.e. for a total amount of PLN 297,046,245.70 (two hundred and ninety-seven million, forty-six thousand, two hundred and forty-five złoty, 70/100).
In order to implement the resolution, the Management Board will request the consent of the Supervisory Board for the above actions.
Currently, the Company holds directly 47% of shares in GA Polyolefins, while 53% of GA Polyolefins shares are held by the Company’s subsidiary, Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Art. 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A (the “Company”) presents its answers to the questions asked by a shareholder under Art. 428.1 of the Commercial Companies Code at the Extraordinary General Meeting held on February 17th 2020.
1. Please provide information on the final financing structure of the Polimery Police project. If it is not ready yet, please provide details of the currently planned financing structure (including the sources, amounts and estimated costs of the financing, security used and its terms and conditions). What amount of external (non-equity) financing is needed for the project?
The target financing structure of the Polimery Police project (the “Polimery Project”) was negotiated and agreed on by the Original Sponsors, i.e. the Company, Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) and Grupa Azoty Polyolefins S.A. (“GA Polyolefins”) on one side and the Joint Sponsors, i.e. Hyundai Engineering Co., Ltd, Korea Overseas Infrastructure & Urban Development Corporation and Grupa Lotos S.A. on the other, under term-sheets for equity investment(as announced by the Company’s Management Board in Current Report No. 50/2019 of September 19th 2019, Current Report No. 77/2019 of December 13th 2019 and Current Report No. 80/2019 of December 23rd 2019), and with financial institutions under key terms of senior debt financing and the commitment letters issued by the institutions to GA Polyolefins.
GA Polyolefins has obtained binding senior debt financing commitments from financing institutions, which, together with the Joint Sponsors’ commitments made under the term-sheets and the planned investment by the Original Sponsors, provide the funding needed to implement the Polimery Project. Moreover, the negotiated terms and conditions of financing for the Polimery Project are in line with project finance standards applicable to large industrial projects of this type.
The Polimery Project financing structure, with a budget estimated at around EUR 1.52bn, comprises:
The details of the financing structure, including the amounts committed by each financing institution, estimated costs of financing, required security and other material terms and conditions are confidential and may not be disclosed to the public.
2. Why are agenda items 7 and 8 concerning loans to be removed from the agenda? Is the Grupa Azoty Group still planning to provide the loans covered by those items, and if so, what are the loan terms? We believe the Management Board’s initial decision was correct – provision of the loans will require the General Meeting’s consent.
Having considered the position of the Company’s Supervisory Board on issuing an opinion on the proposals submitted to the General Meeting and covered by items 7 and 8 of the agenda, the Company’s Management Board requested the General Meeting not to consider the proposals, as announced in Current Report No. 10/2020 of February 14th 2020, to which the Supervisory Board’s position was attached as an appendix, and in Current Report No. 11/2020 of February 14th 2020. As per the position presented by the Supervisory Board, in the light of the Company’s Articles of Association, granting consent to the Management Board to enter into legal transactions, including to advance loans exceeding PLN 6,000,000 (six million złoty), falls within the Supervisory Board’s powers, unless the exemption conditions stipulated in the Company’s Articles of Association are met.
The Company’s Management Board plans to advance intra-group loans, including subordinated loans to GA Polyolefins as a source of equity financing, in accordance with the financing structure described in the answer to question 1. Each loan will be subject to the Company obtaining appropriate corporate approvals required by the Company’s Articles of Association, including consent from the Supervisory Board.
3. What is the estimated consolidated net debt to EBITDA ratio at the end of 2019 (including the Polimery Project)?
It is not yet possible to answer this question as the 2019 financial results have not yet been published. The process of preparing and auditing the 2019 financial statements is ongoing. The full-year reports of the Grupa Azoty Group companies for 2019 are planned to be published on April 1st 2020. In its periodic reports, the Company provides all financial data required by law to enable a reliable assessment of its financial condition.
4. What margins are expected to be delivered by Grupa Azoty Polyolefins (GAP)? What are the expected IRR and NPV indicators for the project?
The Polimery Police project was evaluated based on profitability indicators customarily used to measure rate of return that were specifically calculated for the project. These are:
The starting point for the feasibility study was a financial model developed and updated by GA Polyolefins, the special purpose vehicle established to implement the Polimery Project, with the support of an independent financial adviser. The financial projections provided by the model were used in the negotiations of borrowing terms with the banks, to conduct a private investor test, and to develop the Polimery Police Project’s business plan.
The findings of these economic analyses confirm the Polimery Project’s feasibility; in particular, the Polimery Project’s net present value (NPV) is positive, and the internal rate of return (IRR) is higher than the minimum rate of return required by the investor (cost of capital), which indicates that the Polimery Project is profitable to the Company and the Grupa Azoty Group.
The Project’s profitability was also compared with the expected market rates of return on investments in polypropylene manufacturers. It was determined that the Project offers a rate of return above the market range of expected returns on alternative investments.
Detailed information on GA Polyolefins’ expected margins constitutes a trade secret.
5. Has the Grupa Azoty Group secured propane supplies for the polypropylene unit? If so, who is the supplier?
GA Polyolefins has identified key suppliers of propane for the PDH unit, and in 2019 it signed letters of intent for propane supplies in quantities significantly above what the company needs. In line with market practice, negotiations of contracts for the supply of feedstocks will be closed and relevant contracts will be signed one year before the first delivery, that is in 2021. This being said, it should be noted that the propane market is liquid, enabling propane to be purchased in spot transactions, and most market advisers believe this trend will continue in the future. All propylene for the PP unit will come from the PDH unit.
6. What are the benefits to Grupa Azoty S.A. and its shareholders of using the method of financing the Polimery Project proposed by the Management Board, that is funding the Project partly with a direct equity contribution and partly with intra-group loans, as compared with a simpler option of funding the Project solely by Grupa Azoty making an equity investment in GAP, which would allow GA to acquire direct and full control of GAP and cash flows to GAP, and to create added value for Grupa Azoty shareholders by increasing its direct shareholding in GAP?
The Polimery Project financing structure reflects the existing ownership interest of both Original Sponsors and the related division of risks.
It is possible the Company will decide to increase its direct equity interest in GA Polyolefins in the future, including by purchasing shares from Joint Sponsors.
The agreed structure of the aggregate financing to be provided by the Original Sponsors, comprising an equity contribution (60%) and subordinated loans (40%), ensures the Company (directly and indirectly) will hold full control of GA Polyolefins, while being able to secure optimum cash flows under the Polimery Project to create added value for shareholders and taking into account the Joint Sponsors’ expectations for return on capital employed that are in line with market standards.
Partly financing projects implemented on a project finance basis with long-term subordinated loans is a common market practice, offering more flexible options for distributing funds to investors during commercial operation.
7. What are the estimated tax costs (interest, tax on civil-law transactions, income tax, including those related to share capital increases in companies) associated with the proposed financing model for GAP? Has the Grupa Azoty Group or any other Group companies reported any tax schemes (within the meaning of MDR) to tax authorities with respect to the planned financing structure of the Polimery Project? If so, what schemes have been reported?
The proposed financing model is a result of legal and tax analyses designed to achieve a compromise that would meet the expectations of all Polimery Project’s stakeholders. In particular, the equity contribution being partly made in the form of contributions to statutory reserve funds enhances GA Polyolefins’ ability to pay dividends sooner, as any accumulated losses and the mandatory contribution of 8% of the annual net profit can be covered with statutory reserve funds created in this way.
By resolution of the Company’s Extraordinary General Meeting of February 18th 2020, the share capital of GA Polyolefins was increased by PLN 131,944,310 through the issue of 13,194,431 ordinary shares at the issue price of PLN 47.90. The related tax on civil-law transactions amounted to PLN 659,722.
On February 20th 2020, the GA Polyolefins Management Board filed an MDR-3 report with a tax scheme related to new capital being raised through the issue of new shares, with the issue price set above their nominal price.
On January 20th 2020, an MDR-1 form was filed by the Company’s advisor as another entity required to provide information on the scheme.
A part of the equity contribution being made by the Company and Grupa Azoty Police in the form of long-term subordinated loans will allow those companies, as GA Polyolefins shareholders, to earn interest income until the loans are repaid, with GA Polyolefins benefitting from the tax shield of reduced taxable income.
Operating in the Pomeranian Special Economic Zone, GA Polyolefins will use a corporate income tax exemption until 2026, therefore these effects are expected after that date.
8. What is the Management Board’s current dividend policy? Considering the costs of the Polimery Project, does the Management Board intend to recommend dividend payments in the coming years? If so, what will the payout ratio be?
In line with the approved Update to the Grupa Azoty Group’s Strategy for 2013−2020, the dividend policy provides for a dividend payout ratio of up to 60% of net profit, with no lower end of the dividend payout range set given the ongoing extensive capital investment programme and the risk of an economic downturn. The financing structure is optimised according to the Grupa Azoty Group’s needs and capabilities to ensure long-term financial security and successful implementation of key investment plans.
The dividend recommendations of the Company’s Management Board are always thoroughly analysed taking into account the Grupa Azoty Group’s strategic perspective and current financial position. The decision on the amount of dividend paid for a given year rests with the Company’s Annual General Meeting.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 12/2020 of February 17th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on February 18th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), a subsidiary of the Company, resolved to increase the share capital of GA Polyolefins by PLN 131,944,310.00 (one hundred and thirty-one million, nine hundred and forty-four thousand, three hundred and ten złoty) through an issue of 13,194,431 (thirteen million, one hundred and ninety-four thousand, four hundred and thirty-one) new Series F registered shares with a par value of PLN 10 (ten złoty, 00/100) per share. The issue price of each Series F share shall be PLN 47.90 (forty-seven złoty, 90/100).
The new shares will be taken up by way of a private placement by:
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: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on February 17th 2020, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at that Extraordinary General Meeting and in the total voting rights.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Extraordinary General Meeting on February 17th 2020, together with voting results.
The documents being the subject of the resolutions voted on at the Extraordinary General Meeting have been published on the Company’s website at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia
The Extraordinary General Meeting decided to remove the following items from the agenda:
- item 7: “Voting on a resolution to grant consent to the provision by Grupa Azoty S.A. to Grupa Azoty Polyolefins S.A., the SPV established to implement the Polimery Police project, of long-term loans subordinated to Grupa Azoty Polyolefins S.A.’s planned senior debt financing.”
- item 8: “Voting on a resolution to grant consent to the provision by Grupa Azoty S.A. to Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Puławy S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. of long-term cash loans in excess of PLN 100m each to finance investment projects.”
- item 9: “Changes in the composition of the Supervisory Board of Grupa Azoty S.A.”
Therefore, by Resolution No. 5 of the Extraordinary General Meeting, its new agenda was adopted.
The Management Board also publishes, attached hereto, draft resolutions on removal of items 7, 8 and 9, submitted by an eligible individual shareholder.
The resolutions, attached hereto, have been passed by the Extraordinary General Meeting of the Company.
During the meeting an objection was raised and recorded in the minutes, concerning Resolution No. 4 on removal of item 9 from the agenda of the Extraordinary General Meeting.
Legal basis: Par. 19.1.6, Par. 19.1.7 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis:
Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information
Revision of document submitted to Grupa Azoty Extraordinary General Meeting convened for February 17th 2020
Further to Current Report No. 10/2020 of February 14th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the revised text of the document submitted to the Company’s Extraordinary General Meeting convened for February 17th 2020, concerning item 8 of the agenda.
The revision consists in editorial changes made to specify the precise date of the resolution adopted by the Company’s Management Board.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Further to Current Reports No. 5/2020 and No. 6/2020 of January 21st 2020 and Current Report No. 8/2020 of January 31st 2020, in connection with an Extraordinary General Meeting convened for February 17th 2020 (the “EGM”), the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, documents relevant to resolutions to be voted on by the EGM that have not yet been published:
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and
periodic information
Further to Current Report No. 5/2020 and Current Report No. 6/2020 of January
21st 2020, in connection with an Extraordinary General Meeting of Grupa Azoty
S.A. convened for February 17th 2020 (the “EGM”), the Management Board of Grupa
Azoty S.A. (the “Company”) publishes, attached to this report as a supplementary document concerning a matter included in the EGM’s agenda, a resolution of the Company’s Supervisory Board providing an opinion on a proposal of the Management Board of Grupa Azoty S.A. to the General Meeting of
Grupa Azoty S.A. to consent to the subscription of shares in the increased
share capital of Grupa Azoty Polyolefins S.A., which is intended to supplement
documents concerning item 6 of the EGM’s agenda.
The resolution will be posted on the Company’s website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis:
Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information
Revision of request submitted to Grupa Azoty Extraordinary General Meeting convened for February 17th 2020
Further to Current Report No. 6/2020 of January 21st 2020, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the revised text of its request submitted to the Company’s Extraordinary General Meeting convened for February 17th 2020, concerning item 8 of the agenda.
The revision involves some editorial changes, e.g. to clarify the list of subsidiaries to which intra-group long-term loans are to be advanced to finance investment projects.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 5/2020 of January 21st 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 24th 2020 it received a request from the shareholder State Treasury, submitted pursuant to Art. 401.1 of the Commercial Companies Code, to place the following item on the agenda of the Company’s Extraordinary General Meeting convened for February 17th 2020:
“Changes in the composition of the Supervisory Board of Grupa Azoty S.A.”
At the same time, the shareholder submitted draft resolutions to the agenda item it has proposed, attached as an appendix to this report.
Acting pursuant to Art. 401.2 of the Commercial Companies Code, the Company’s Management Board announces that the agenda of the Extraordinary General Meeting has been changed by adding item 9. At the same time, previous item 9 “Closing of the Meeting” is renumbered as item 10.
The agenda of the Company’s Extraordinary General Meeting convened for February 17th 2020 incorporating the amendment set out above shall read as follows:
Legal basis: Par. 19.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Extraordinary General Meeting convened for February 17th 2020.
In addition, the Management Board publishes, attached hereto, the previously unpublished documents relating to matters to be considered at the Extraordinary General Meeting.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information
Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1) of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP): 873-000-68-29, with a share capital of PLN 495,977,420 (paid in full), hereby convenes an Extraordinary General Meeting of Grupa Azoty S.A. to be held on February 17th 2020, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 17, Tarnów, Poland, in conference room 57/58, 1st floor.
The total number of Grupa Azoty shares is 99,195,484. As at February 17th 2020, the number of votes attached to these shares is 99,195,484.
AGENDA:
Right to participate in the General Meeting
Pursuant to Art. 406[1].1 of the Commercial Companies Code, the right to participate in the Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at February 1st 2020 (the record date).
To be able to participate in the Extraordinary General Meeting, holders of rights under book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to participate in the Extraordinary General Meeting. The request should be submitted on or after the publication of the notice of Extraordinary General Meeting, i.e. January 21st 2019,and no later than on the first weekday following the record date, i.e. February 3rd 2020. Personal certificates confirming the right to participate in the Extraordinary General Meeting will serve as the basis for preparation of records submitted to the entity operating the securities depository in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the General Meeting, i.e. on February 12th, 13th and 14th 2020, from 8:00 am to 4:00 pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting through a proxy
Shareholders may participate in the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the rights of a shareholder at the Extraordinary General Meeting unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company will make a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by January 27th 2020. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
During the Extraordinary General Meeting, any shareholder may submit draft resolutions on matters placed on the agenda. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the Extraordinary General Meeting.
Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “EGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”).
Therefore, the Company states that:
a. the controller of the personal data collected is Grupa Azoty S.A. of Tarnów; You can contact the Company by writing to the email address ##ipgcdl#at#vgjeppodin.rdb## or postal address: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;
b. For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer via the following email: ##xds.ipgcdl#at#vgjeppodin.rdb## or by post: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland
c. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM, allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;
d. The Company processes: (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;
e. Shareholders’ personal data may be collected by the Company from entities operating the securities depository, as well as from other Shareholders – with respect to the data included in powers of proxy;
f. The legal basis for the processing of your personal data by the Company is:
g. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;
h. Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company’s existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims pursued by the Company or against the Company;
i. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of the Shareholder’s identity, and failure to do so results in the Shareholder’s inability to participate in the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
j. you have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; You should bear in mind that these rights are not absolute and there are certain exceptions as to when they may be exercised provided for in the applicable laws and regulations;
k. You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 21st 2020 it was notified of a decision issued by the Polish Office of Competition and Consumer Protection (UOKiK) clearing the proposed concentration whereby the Company, Hyundai Engineering Co., Ltd., Korea Overseas Infrastructure & Urban Development Corporation and Grupa LOTOS S.A. would establish a joint venture operating under the name of Grupa Azoty Polyolefins S.A. This satisfies one of the conditions precedent under the initial term-sheets, as announced by the Company in Current Report No. 77/2019 of December 13th 2019 and Current Report No. 80/2019 of December 23rd 2019.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty S.A. (the “Company”) will announce its 2019 full year results and 2020 interim results as per the following schedule:
1.
First and third quarter interim results:
- Q1 2020 complete
consolidated report – May 21st 2020,
- Q3 2020 complete
consolidated report – November 19th 2020.
2.
Half-year interim results:
- H1 2020 complete consolidated report
– September 10th 2020.
3.
Full-year results:
- 2019 separate full year report – April 1st
2020,
- 2019 consolidated full-year report – April 1st 2020.
The 2019 consolidated report on payments to governments will be released on April 1st 2020.
Furthermore, the Company announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 62.3 of the Regulation.
Further, the Company will not publish separate or consolidated quarterly results for Q4 2019 and Q2 2020, as permitted under Par. 79.2 of the Regulation.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. announces that Current Report No. 2/2020 of January 13th 2020 contained a manifest error in the subsidiary’s name.
Previous wording:
The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has been notified that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of Grupa Azoty Police S.A., a subsidiary of the Company (the “Subsidiary”) from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Subsidiary, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Subsidiary on increasing the Subsidiary’s share capital through a rights issue, public offering of the new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of the new shares, conversion of the shares into book-entry form and seeking admission of pre-emptive rights, allotment certificates and the new shares to trading on the regulated market operated by the Warsaw Stock Exchange.
Corrected wording:
The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has been notified that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of the Company (the “Subsidiary”) from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Subsidiary, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Subsidiary on increasing the Subsidiary’s share capital through a rights issue, public offering of the new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of the new shares, conversion of the shares into book-entry form and seeking admission of pre-emptive rights, allotment certificates and the new shares to trading on the regulated market operated by the Warsaw Stock Exchange.
Following the correction, Current Report No. 2/2020 reads as follows:
The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has been notified that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of the Company (the “Subsidiary”) from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Subsidiary, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Subsidiary on increasing the Subsidiary’s share capital through a rights issue, public offering of the new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of the new shares, conversion of the shares into book-entry form and seeking admission of pre-emptive rights, allotment certificates and the new shares to trading on the regulated market operated by the Warsaw Stock Exchange.
As at the date of this Current Report, the Subsidiary’s share capital after the registration of the share capital increase amounts to PLN 1,241,757,680 and is divided into 124,175,768 shares with a par value of PLN 10.00 per share, including:
1. 60,000,000 Series A shares;
2. 15,000,000 Series B shares; and
3. 49,175,768 Series C shares.
The total number of votes attached to all issued shares in the Subsidiary is 124,175,768 (one hundred and twenty-four million, one hundred and seventy-five thousand, seven hundred and sixty-eight).
Following the registration of the increase in the Subsidiary’s share capital, the number of shares and voting rights held by the Company in the Subsidiary is 78,051,500, representing 62.86% of the Subsidiary’s share capital and total voting rights.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has been notified that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of Grupa Azoty Police S.A., a subsidiary of the Company (the “Subsidiary”) from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Subsidiary, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Subsidiary on increasing the Subsidiary’s share capital through a rights issue, public offering of new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of new shares, conversion into book-entry form and seeking admission of pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange.
As at the date of this Current Report, the Subsidiary’s share capital after the registration of the share capital increase amounts to PLN 1,241,757,680 and is divided into 124,175,768 shares with a par value of PLN 10.00 per share, including:
1. 60,000,000 Series A shares,
2. 15,000,000 Series B shares, and
3. 49,175,768 Series C shares.
The total number of votes attached to all issued shares in the Subsidiary is 124,175,768 (one hundred and twenty-four million, one hundred and seventy-five thousand, seven hundred and sixty-eight).
Following the registration of the increase in the Subsidiary’s share capital, the number of shares and voting rights held by the Company in the Subsidiary is 78,051,500, representing 62.86% of the Subsidiary’s share capital and total voting rights.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (“Company”) announces that on January 2nd 2020 the Polish Financial Supervision Authority approved Annex No. 5 to the prospectus of the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Issuer”) (“Annex No. 5”), prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 5 was prepared in connection with the imposition by the Polish Financial Supervision Authority of fines on the Issuer, totalling PLN 1m, for breach of the disclosure requirements with respect to the consolidated report for 2014, annual report for 2014, consolidated annual report for 2015, annual report for 2015 and consolidated quarterly report for Q3 2016.
The Annex was published on January 2nd 2020 in electronic form on the Company’s website at (http://zchpolice.grupaazoty.com/)and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at (https://www.bm.pkobp.pl/).
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 30th 2019 the Polish Financial Supervision Authority approved Annex No. 4 (“Annex No. 4”) to the prospectus of Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of the Company (the “Subsidiary”), prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares, with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 4 was prepared in connection with the execution on December 23rd 2019 of an amended term sheet setting out the terms of equity financing of the Polimery Police Project between the Subsidiary, the Company and Grupa Azoty Polyolefins S.A. on the one side and Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation on the other side, and the issuance by Grupa Azoty Polyolefins S.A. of the Full Notice to Proceed under the EPC contract for the Polimery Police Project.
The Annex was published on December 30th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/, and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Parent”) announces successful conclusion of the issue of 49,175,768 Series C ordinary bearer shares with a par value of PLN 10.00 per share (“New Shares”), carried out by its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) pursuant to Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 on increasing the Company’s share capital by way of an issue of new shares with pre-emptive rights, conducting a public offering of new shares, setting November 7th 2019 as the record date for pre-emptive rights in respect of the new shares, converting into book-entry form and seeking the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amending the Company’s Articles of Association (i) by way of a public offering based on the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019 (the “Prospectus Based Offering”) and (ii) by way of an offering which did not require the preparation of a prospectus in accordance with Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
On December 23rd 2019, the Company’s Management Board passed a resolution to allot 49,175,768 New Shares which had been duly subscribed and paid for, of which:
49,175,768 (forty-nine million, one hundred and seventy-five thousand, seven hundred and sixty-eight) New Shares were allotted to entities that placed subscription orders for New Shares in the exercise of their pre-emptive rights and to entities that placed additional subscription orders.
At the same time, the Parent’s Management Board announces that no New Shares were subscribed for in the offering of New Shares for which no primary or additional subscription orders had been placed in the public offering.
The total number of New Shares subscribed for is 49,175,768, of which the Parent subscribed for 28,551,500 New Shares.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 25/2019 of May 10th 2019 and No. 49/2019 of September 19th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 23rd 2019 the Company, the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”; jointly with the Company: the “Original Sponsors”) and a subsidiary of the Original Sponsors – Grupa Azoty Polyolefins S.A. (“Polyolefins”) signed an amended term sheet (the “Term Sheet”) with Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”; jointly with Hyundai: the “Joint Sponsors” and jointly with the Original Sponsors and Polyolefins: the “Parties”), setting out the terms of an equity investment in and financing of the Polimery Police project (the “Project”) being implemented by Polyolefins.
The Term Sheet has not changed the amount of the Original Sponsors’ commitment or the Joint Sponsors’ joint commitment to the Project of USD 130,000,000. However, the Parties have modified the forms of Project financing as follows:
The Parties also amended the list of conditions precedent to the Joint Sponsors’ investment by adding new conditions, namely: (i) obtaining the relevant antitrust clearance from the relevant competition authority; and (ii) fulfilling other conditions precedent to be specified in the final equity financing documents.
The Term Sheet has not introduced any changes with respect to special rights to be vested in the Joint Sponsors or the duration of the lock-up period.
With respect to the exit procedure for the Joint Sponsors, the Parties have maintained the existing financial terms and scope of the put option for a part of their equity contribution to Polyolefins of USD 70,000,000 and, in addition, provided for an exit mechanism in respect of the balance of the Joint Sponsors’ equity contribution, which is to consist in re-acquisition of the shares by Polyolefins for cancellation.
The Term Sheet constitutes a binding obligation of the Parties provided that: (i) the wording of the equity financing documents (i.e. investment agreement, shareholders’ agreement, and any other documents required in connection with equity financing of Polyolefins) is agreed upon to the satisfaction of the Joint Sponsors, (ii) the wording of the KIND loan agreement is agreed upon to the satisfaction of KIND, and (iii) the conditions precedent set out in the Term Sheet are satisfied.
The Term Sheet was concluded for a definite term, expiring on June 30th 2020, with an option to extend it or to terminate it on an earlier date, subject to the Parties’ mutual consent. The Term Sheet will also expire if the Parties execute the final transaction documents (i.e. equity financing documents and KIND loan agreement), which will supersede the Term Sheet.
The amendments made in the Term Sheet result from the execution of an initial term sheet concerning an equity investment in and financing of the Project with Grupa LOTOS S.A., as announced by the Company in Current Report No. 77/2019 of December 13th 2019, and the need to align the terms of the Joint Sponsors’ investment in the Project with the terms agreed upon with Grupa LOTOS.
Information on the milestones of the Project’s equity financing will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 28/2019 of May 11th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 23rd 2019 the subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A. – Grupa Azoty Polyolefins S.A. (“Polyolefins”), acting pursuant to a resolution of the Polyolefins General Meeting of December 23rd 2019, issued to Hyundai Engineering Co., Ltd (the “Contractor”), being the contractor under the turnkey engineering, procurement and construction contract for the Polimery Police Project dated May 11th 2019 (the “EPC Contract”), a Full Notice to Proceed. The issuance of the Full Notice to Proceed triggers the Contractor’s obligation to proceed to the execution of the full scope of the EPC Contract, in exchange for payment by Polyolefins of the full price specified in the EPC Contract, as announced in Current Report No. 28/2019. The price due to the Contractor will be payable against milestones specified in the EPC Contract, following acceptance of a given milestone by signing a relevant acceptance report.
The EPC Contract provides for turnkey execution of the Polimery Police Project, i.e. a new petrochemical complex in Police, comprising five sub-projects: (i) a propane dehydrogenation unit (PDH Unit), (ii) a polypropylene unit (PP Unit), (iii) a polypropylene packaging, storage, logistics and forwarding system, (iv) auxiliary systems and inter-unit connections, and (v) a storage and handling terminal comprising port facilities to unload and store propane and ethylene from sea vessels. The target capacity of the PDH Unit is 400,000 tonnes of propylene with a purity of 99.6% by volume (polymer grade) per 8,000 hours, and that of the PP Unit – 400,000 tonnes of polypropylene (various grades) per 8,000 hours.
Under the EPC Contract, an optional scope of work was also assigned by Polyolefins to the Contractor subject to the terms and conditions and in exchange for a price strictly defined in the EPC Contract. The optional scope of work comprises three additional options: (i) to construct a nitrogen plant for the PDH Unit and PP Unit, (ii) to equip a laboratory for the Polimery Police Project, and (iii) to deliver equipment for the production and plant maintenance staff. The total price due for the optional scope of work is EUR 19,880.000.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 19(3) of MAR – Notification of transactions executed by persons discharging managerial responsibilities.
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on December 24th 2019 the Company received from Grupa Azoty S.A. – a person closely associated with the President of the Company’s Management Board Wojciech Wardacki – a notification (“Notification”) of transactions referred to in Article 19(1) of the Market Abuse Regulation (“MAR”).
The text of the Notification is attached as an appendix hereto.
Legal basis: Article 19(3) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 24/2019 of April 26th 2019, No. 58/2019 of October 31st 2019, No. 73/2019 of November 22nd 2019 and No. 74/2019 of December 6th 2019, the Management Board of Grupa Azoty S.A. (the „Company”) announces that on [December 13th] 2019 the Company and the Company's subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”; jointly with the Company: the “Original Sponsors”) and the Company and Grupa Azoty Zakłady Chemiczne Police S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (“Polyolefins”) signed an initial term-sheet (the “Term Sheet”) with Grupa Lotos S.A. (the “Joint Sponsor”; jointly with the Original Sponsors and Polyolefins: the “Parties”), setting out the the terms of equity investment and financing for the Polimery Police project (the “Project”) being implemented by Polyolefins.
Under the Terms Sheet:
The Joint Sponsor's Investment is subject to a number of conditions precedent agreed in the Term Sheet, including but not limited to:
The Parties agreed, among other things, that the Joint Sponsor, as a shareholder in Polyolefins, would have personal rights comprising: (a) the right to appoint one member of the Polyolefins Supervisory Board, and (b) the right to convene the Polyolefins General Meeting.
The Parties further agreed that the final equity financing documents will provide for a lock-up period . The Parties also agreed on the procedure for the sale of Polyolefins shares by the Joint Sponsor after the lock-up period expires.
The Term Sheet constitutes a binding obligation of the Parties, subject to: (i) fulfilment of the conditions precedent set out in the Term Sheet, and (ii) agreement on and execution of equity financing documents (i.e. investment agreement, shareholders' agreement, and any other documents required in connection with equity financing of Polyolefins).
The Term Sheet was signed for a definite term, until December 31st 2020, with the option of its extension or early termination based on an agreement between the Parties or if it is unilaterally terminated by the Joint Sponsor as a result of a material adverse change which affects, directly or indirectly, the Project, Polyolefins or the Original Sponsors and, in any event, prevents implementation of the Project on the terms presented to the Joint Sponsor by the date of execution of the Term Sheet.
Information on the milestones of the Project’s equity financing will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 31/2019 of May 29th 2019, No. 36/2019 of June 12th 2019, No. 40/2019 of June 27th 2019, No. 47/2019 of August 26th 2019, No. 51/2019 of October 10th 2019, No. 64/2019 of November 8th 2019 and No. 65/2019 of November 13th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with a secondary issue of shares (the “Proposed Share Issue”) in the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), and in order to implement the resolutions passed by the Company’s Management Board on October 10th 2019, by the Company’s Extraordinary General Meeting on November 8th 2019 and by the Company’s Supervisory Board on November 13th 2019, on December 9th 2019 the Company instructed an investment firm to subscribe on its behalf for 28,551,500 shares of the Proposed Share Issue, at an issue price of PLN 10.20 per share, that is for an aggregate price of PLN 291,225,300.00 (two hundred and ninety-one million, two hundred and twenty-five thousand, three hundred złoty 00/100), in the exercise of pre-emptive rights held by the Company.
As per the current timetable of the GA Police Proposed Share Issue, the shares will be allotted by December 20th 2019.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 9th 2019 the Polish Financial Supervision Authority approved Annex No. 2 (“Annex No. 2”) to the prospectus of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), a subsidiary of the Company, prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares, with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 2 was prepared in connection with the conclusion of an investment agreement between the Company and the State Treasury on December 5th 2019.
The Annex was published on December 9th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/, and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Art. 17(1) of MAR – Inside information
Further to Current Reports No. 24/2019 of April 26th 2019, No. 58/2019 of October 31st 2019, and No. 73/2019 of November 22nd 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 6th 2019 the Company, the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. and the Company’s and Grupa Azoty Zakłady Chemiczne Police S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed another annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).
Under the annex, the term of the Letter of Intent has been extended until December 13th 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Further to Current Report No. 24/2019 of April 26th 2019 and Current Report No. 58/2019 of October 31st 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 22nd 2019 the Company, the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., and the Company’s and Grupa Azoty Zakłady Chemiczne Police S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed a new annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).
Under the annex, the term of the Letter of Intent has been extended until December 6th 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Art. 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. (the “Company”) presents its answers to the questions asked by a shareholder under Art. 428.1 of the Commercial Companies Code at the Extraordinary General Meeting held on November 8th 2019.
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).
Legal basis: Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Art. 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A (the “Company”) presents its answers to the questions asked by a shareholder under Art. 428.1 of the Commercial Companies Code at the Extraordinary General Meeting held on November 8th 2019.
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).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting convened for November 8th 2019 and resumed after an adjournment on November 21st 2019, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at that Extraordinary General Meeting and in the total voting rights.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the text of the resolution passed at the Company’s Extraordinary General Meeting convened for November 8th 2019 and resumed after an adjournment on November 21st 2019.
During the Extraordinary General Meeting, an objection regarding Resolution No. 7 was raised and recorded in the minutes.
Legal basis: Par. 19.1.6 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 20th 2019 the Polish Financial Supervision Authority approved Annex No. 1 (“Annex No. 1”) to the prospectus of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), a subsidiary of the Company, prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares, with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 1 was prepared in connection with the publication of GA Police’s results for Q3 2019, submission of a proposal to the President of the Polish Council of Ministers for subscription for the Offer Shares, and the General Meeting of Grupa Azoty S.A. held on November 8th 2019.
The Annex was published on November 20th 2019 in electronic form on GA Police’s website at http://zchpolice.grupaazoty.com/, and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005
The Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with the Goat TopCo GmbH Group (“COMPO EXPERT”) integration process, the Company has received questions from a shareholder concerning:
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).
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:
on November 12th 2019 the Company received a question from its shareholder concerning actions planned by the Company’s Management Board to give effect to the aforementioned resolution of the Extraordinary General Meeting.
Below are the Company’s answers:
The Company’s Management Board intends to give effect to Resolution No. 5 of the Extraordinary General Meeting dated November 8th 2019 granting consent to the subscription for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A., i.e. to participate in the offering on the terms provided for in the issue prospectus of Grupa Azoty Zakłady Chemiczne Police S.A., as approved by the Polish Financial Supervision Authority on November 5th 2019, and in accordance with the offering timetable published by that company’s management board in Current Report No. 62/2019 of November 7th 2019.
The Company’s Management Board further states that on November 13th 2019the Company’s Supervisory Board gave its approval for the Management Board to execute transactions involving the acquisition of secondary issue shares in the subsidiary and sale of pre-emptive rights to secondary issue shares in that subsidiary. The Supervisory Board’s resolution to approve these transactions has made it possible to give effect to Resolution No. 5 of the Company’s Extraordinary General Meeting dated November 8th 2019.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 31/2019 of May 29th 2019, Current Report No. 36/2019 of June 12th 2019, Current Report No. 40/2019 of June 27th 2019, Current Report No. 47/2019 of August 26th 2019, Current Report No. 51/2019 of October 10th 2019 and Current Report No. 64/2019 of November 8th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that – in connection with the launch of a secondary issue of shares (the “Planned Issue”) in Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), a subsidiary of the Company’s, carried out to raise financing for the strategic “Polimery Police” project, and in connection with Resolution No. 5 of the Company’s Extraordinary General Meeting dated November 8th 2019 to consent to the acquisition of shares in the increased share capital of GA Police – on November 13th 2019, the Company’s Supervisory Board gave its approval for the Management Board to execute transactions involving the acquisition of Planned Issue shares in GA Police with a value exceeding PLN 6,000,000.00 and the sale of pre-emptive rights to secondary issue shares in GA Police with a value exceeding PLN 6,000,000.00, with a view to enabling the Company to participate in the Planned Issue. The Supervisory Board’s resolution to approve these transactions makes it possible to give effect to said Resolution No. 5 of the Company’s Extraordinary General Meeting dated November 8th 2019.
The resolution came into force as of its date.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed to date by the Company’s Extraordinary General Meeting on November 8th 2019, together with the results of voting on the resolutions.
The documents being the subject of the resolutions voted on at the Extraordinary General Meeting have been published on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html
During the Extraordinary General Meeting, objections were submitted to be recorded in the minutes against Resolution No 5 to grant consent to subscription for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Par. 19.1.6 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the "Company") publishes, attached to this report, a draft resolution submitted by an entitled individual shareholder during the Extraordinary General Meeting held on November 8th 2019.
The resolution whose wording in provided in the attachment to this report was not passed by the Annual General Meeting.
Legal basis: Par. 19.1.4 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that the Extraordinary General Meeting convened for November 8th 2019 resolved to adjourn its proceedings.
The Extraordinary General Meeting will be resumed at 11.00 a.m. on November 21st 2019 at the Company’s registered office, at ul. Kwiatkowskiego 8 in Tarnów.
Legal basis: Par. 19.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
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:
on October 23rd 2019 the Company received questions from a shareholder who requested that the Company presents its position on certain aspects of the capital increase at GA Police (the public offering of new shares). The questions concerned the following matters:
The Company’s answers are presented below:
1. The effect of the proposed acquisition of GA Police shares on the Company’s economic and financial standing, including its debt and liquidity position and operating indicators
The acquisition of GA Police shares by the Company is one of the possible ways for the Group to contribute capital to the Polimery Police project, therefore it should be considered in the context of GA Police’s issue objective. Polimery Police is expected to have great impact on the economic and financial standing of the Company, GA Police and the Grupa Azoty Group as a whole (the “Group”).
It is important to note that the Group has a corporate financing system in place, and the right approach to financial metrics, debt ratios in particular, is to look at them from the Group’s perspective rather than from the perspective of the Company, i.e. the Group’s parent. Since the majority of the Group’s operations are conducted by the Company’s subsidiaries, a full economic analysis should be based on consolidated financial data. The effect of acquiring GA Police shares on the separate and consolidated results is presented below.
The Company’s standalone financial and economic position in the base- case scenario of a long-term forecast until 2026 is presented below:
The Grupa Azoty Group’s consolidated economic and financial position in the base-case scenario of the long-term financial model is presented below:
2. Findings the economic feasibility study for the Polimery Police project, referred to in the explanatory statement to a draft resolution for the Extraordinary General Meeting convened for November 8th 2019, including the cost of capital and the rate of return for the Company as a shareholder of GA Police.
The Polimery Police project was evaluated based on profitability indicators customarily used to measure rate of return that were specifically calculated for the project. These are:
The starting point for the feasibility study was a financial model developed and updated by Grupa Azoty Polyolefins S.A. (“GA Polyolefins”, formerly PDH Polska S.A.), the special purpose vehicle established to implement the Project, with the support of an independent financial adviser. The financial projections provided by the model were used in the negotiations of borrowing terms with the banks, to conduct a private investor test, and to develop the Project’s business plan.
The model’s underlying assumptions, including the macroeconomic assumptions, were independently reviewed by the Company. No material deviations of the key financial metrics from the Company’s strategic plans were identified, except for the EUR/PLN and USD/PLN exchange rates used in the model. The financial model assumes higher estimated exchange rates during the period when the capital expenditure is to be incurred. In its analyses, the Company assumed exchange rates corresponding to the rates used in the Group’s long-term plans, which are slightly lower in the initial spending period than the rates applied in the model. This deviation results in a lower estimated amount of PLN-denominated capital expenditure and thus in the Project’s higher profitability as seen from the Company’s perspective.
The findings of these economic analyses confirm the Project’s feasibility; in particular, the Project’s net present value (NPV) is positive, and the internal rate of return (IRR) is higher than the required rate of return (cost of capital), which indicates that the Polimery Police project is profitable for the Company and the Group.
The Project’s profitability was also compared with the expected market rates of return on investments in polypropylene manufacturers. It was determined that the Project offers a rate of return above the market range of expected returns on alternative investments. The same analysis also covered two scenarios of investment in GA Police shares: one assuming that the company would invest in the Police Polymers project, and the other assuming that the project would not be executed. The peer group included companies operating in the fertilizers, pigment and polypropylene segments of the chemicals market.
Results of the analysis demonstrated that the return on investment in GA Police would fall within the market range of the expected returns offered by investments in the peer companies, which confirms that the investment is justified.
3. Results of analysis of the efficiency of attaining Grupa Azoty’s strategic objectives of revenue diversification and profitability improvement through the acquisition of shares in GA Police.
The investment in the Polimery Police project will have a significant effect on the diversification of the Grupa Azoty Group’s revenue structure and margins. Once the Project is completed, the share of the Plastics segment in the Group’s total revenue will increase from 16% in 2018 to 32% in 2024 (based on the Group’s consolidated revenue in 2018 plus estimated revenue from the Project following its commercialisation).
It should be stressed that the Project would be a key step in the delivery of the Group’s long-term strategy of diversifying the revenue stream to reduce the Group’s dependence on sales of mineral fertilizers, and thus to mitigate the Group’s operating and financial risks. If the Project is not pursued, no significant change in the Group’s revenue structure would be possible in the coming years.
4. Identified risks involved in the proposed acquisition of shares in GA Police and related risk mitigation measures.
Risk analysis is material to making an investment decision concerning the exercise of pre-emptive rights and acquisition of shares. The Group’s operations, financial condition and results have been and may be subject to adverse changes as a result of risk materialisation, and the market price of GA Police shares may decline. The Company assessed the risks based on the likelihood of their materialisation and the potential extent of their adverse effect. The assessment took into account both the participation in GA Police’s public offering and the issue objective, which is the execution of the Polimery Police project.
The acquisition of GA Police shares exposes an investor to risks that can be grouped as follows:
For a detailed analysis of the risks identified in each of the above areas, see section Risk factors in pages 13–26 of GA Police’s prospectus published on November 5th 2019. The risk areas which the Company considers of key importance to its business, and the planned mitigation measures are presented below. First were addressed the risks discussed in GA Police’s prospectus, followed by Project-specific factors perceived as key risks by the Company. Capitalised terms shall have the respective meanings assigned to them in the prospectus.
Re 1. Risks relating to GA Police’s business, including execution of the Polimery Police project
Re 2. Risks relating to the financial condition of GA Police
Re 3. Risks relating to legal regulations
Re 4. Risks relating to the public offering and admission of shares to trading.
In addition to the above risk factors identified by GA Police during the prospectus preparation process, the Company has identified other risks that the parent Grupa Azoty considers material in the context of GA Police’s issue objective, which is the execution of the strategic Polimery Police project. These risks, along with mitigation measures taken or planned, are set out below.
1. Risks associated with the technical aspects of the Project during the construction phase (potential Project delays or failure to meet the production targets):
2. Risks associated with the market aspects of the Project during commercial operation (inability to place the unit’s entire output on the market or inability to achieve target selling prices and profit margins):
3. Risks associated with raising the required financing for the Project (failure to obtain the required funding, breach of the borrowing terms during the construction or repayment period, and hedging against the currency risk associated with the Project):
4. Risks associated with laws and regulations governing participation in the public offering of GA Police (particularly the risk of control dilution resulting in the loss of control of GA Police by the Company or the risk of the Company exceeding the current 66% ownership threshold that would trigger the obligation to announce a tender offer for the remaining shares in GA Police):
5. Supervisory Board’s position on granting consent to acquire shares in the increased capital of GA Police.
The Company’s Supervisory Board issued a positive opinion on the proposal of the Company’s Management Board, to be submitted to the Extraordinary General Meeting, to give consent to the acquisition of shares in the increased capital of GA Police by the Company (see Current Report No. 55/2019 of October 24th 2019).
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 5th 2019 the Polish Financial Supervision Authority approved the prospectus of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), a subsidiary of the Company, prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares in GA Police, with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 58/2019 issued by the subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 4th 2019, in connetion with the authorisation given in the resolution of the GA Police Extraordinary General Meeting of September 23rd 2019 concerning an increase in GA Police’s share capital by way of an issue of new shares with pre-emptive rights, public offering of the new shares, setting the record date for pre-emptive rights in respect of the new shares for November 7th 2019, conversion into book-entry form and seeking of admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amendments to the company’s Articles of Association (the “EGM Resolution”), the Management Board of GA Police passed a resolution pursuant to which:
The Company further announces that the Management Board of Grupa Azoty Police decided not to exercise the authorisation granted under Art. 432.4 of the Commercial Companies Code and GA Police’s EGM Resolution to determine the final amount by which the share capital of GA Police is to be increased. Therefore, the final number of New Shares is equal to the maximum number of New Shares set forth in GA Police’s EGM Resolution, i.e. 110,000,000 (one hundred and ten million) New Shares.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Further to Current Report No. 24/2019 of April 26th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 31st 2019 the Company, the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. and the Company’s and Grupa Azoty Zakłady Chemiczne Police S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed an annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).
Under the annex, the term of the Letter of Intent has been extended until November 22nd 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes selected estimated consolidated financial results of the Grupa Azoty Group for the third quarter of 2019:
Revenue: PLN 2,563.9m
EBITDA: PLN 316.3m
Net profit: PLN 61.0m
and selected estimated results for the nine months ended September 30th 2019:
Revenue: PLN 8,666.4m
EBITDA: PLN 1,257.3m
Net profit: PLN 455.9m
The Company’s Management Board resolved to publish the estimated consolidated results following publication of selected estimated consolidated financial results for the third quarter of 2019 by its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A.
The amounts presented above are estimates and may be subject to change. The consolidated report for the third quarter of 2019 will be published on November 13th 2019.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 52/2019 and Current Report No. 53/2019 of October 10th 2019, the Management Board of Grupa Azoty S.A. (“Company”), in connection with the Extraordinary General Meeting convened for November 8th 2019, hereby publishes, attached hereto, the Supervisory Board’s resolution to provide an opinion on the acquisition by the Company of shares issued as part of a share capital increase in Grupa Azoty Zakłady Chemiczne Police S.A..
The resolution will be published on the Company’s website as part of materials concerning the matters to be discussed by the Extraordinary General Meeting convened for November 8th 2019.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 51/2019 of October 10th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 24th 2019 the Company’s Supervisory Board issued a positive opinion on the proposal of the Company’s Management Board, to be submitted to the Extraordinary General Meeting, to approve the acquisition of shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”) by the Company, in particular:
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 53/2019 of October 10th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 17th 2019 it received a request from the shareholder State Treasury, submitted pursuant to Art. 401.1 of the Commercial Companies Code and Art. 44.4 of the Company’s Articles of Association, to place the following item on the agenda of the Company’s Extraordinary General Meeting convened for November 8th 2019.
“Adoption of a resolution approving the rules for disposal of non-current assets of Grupa Azoty S.A. of Tarnów”. At the same time, the shareholder submitted a draft resolution to the agenda item it has proposed, attached as an appendix to this report.
Acting pursuant to Art. 401.2 of the Commercial Companies Code, the Company’s Management Board announces that the agenda of the Extraordinary General Meeting has been changed by adding item 7. At the same time, previous item 7 “Closing of the Meeting” is renumbered as item 8.
The agenda of the Company’s Extraordinary General Meeting convened for November 8th 2019 incorporating the change set out above reads as follows:
Legal basis: Par. 19.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Extraordinary General Meeting convened for November 8th 2019.
In addition, the Management Board publishes, attached hereto, the previously unpublished documents relating to matters to be considered at the Extraordinary General Meeting.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information
Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1) of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP): 873-000-68-29, with a share capital of PLN 495,977,420 (paid in full), hereby convenes an Extraordinary General Meeting of Grupa Azoty S.A. to be held on November 8th 2019, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
The total number of Grupa Azoty shares is 99,195,484. As at October 10th 2019, the number of votes attached to these shares is 99,195,484.
AGENDA:
1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairperson of the Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Appointment of a Ballot Counting Committee.
6. Resolution on granting consent to subscription for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.
7. Closing of the Meeting.
Right to participate in the General Meeting
Pursuant to Art. 4061.1 of the Commercial Companies Code, the right to participate in the Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at October 23rd 2019 (the record date).
To be able to participate in the Extraordinary General Meeting, holders of rights under book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to participate in the Extraordinary General Meeting. The request should be submitted on or after the publication of the notice of Extraordinary General Meeting, i.e. October 10th 2019, and no later than on the first weekday following the record date, i.e. October 24th 2019. Personal certificates confirming the right to participate in the Extraordinary General Meeting will serve as the basis for preparation of records submitted to the entity operating the securities depository in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the Extraordinary General Meeting, i.e. on November 5th, 6th and 7th 2019, from 8:00 am to 4:00 pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting through a proxy
Shareholders may participate in the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the rights of a shareholder at the Extraordinary General Meeting unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company will make a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by October 18th 2019. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
During the Extraordinary General Meeting, any shareholder may submit draft resolutions on matters placed on the agenda. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company's registered office and on the Company's website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the Extraordinary General Meeting.
Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “EGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote, other persons authorised to exercise voting rights at the EGM, as well as personal data disclosed during the Meeting (jointly referred to as the “Shareholders” or “you”). Therefore, the Company states that:
Therefore, the Company states that:
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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 31/2019 of May 29th 2019, No. 36/2019 of June 12th 2019, No. 40/2019 of June 27th 2019 and No. 47/2019 of August 26th 2019, the Management Board of Grupa Azoty S.A. (the (the “Company”) announces that in connection with Resolution No. 4 of the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police (“GA Police”), dated September 23rd 2019, concerning an increase in the company’s share capital by way of an issue of new shares with pre-emptive rights, public offering of the new shares, setting the record date for pre-emptive rights in respect of the new shares for November 7th 2019, conversion into book-entry form and seeking of admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amendments to the company’s Articles of Association (the “Planned Issue”), on October 10th 2019 it passed a resolution to request the Company’s General Meeting to:
The Management Board of Grupa Azoty S.A. will also request the Supervisory Board to issue its opinion on the request submitted to the General Meeting to approve the acquisition of shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.
Moreover, the Company’s Management Board decided that the previous resolution of the Company’s Management Board, dated May 29th 2019, to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A., announced by the Company in Current Report No. 31/2019 of May 29th 2019, will lose its force and effect.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17 (1) of the MAR – confidential information
With reference to current reports no. 27/2019 and 27K/2019, dated 10 May and 13 May 2019 respectively, the Management Board of Grupa Azoty S.A. (“Company”) hereby reports that, on 19 September 2019, the Company and the the Company’s subsidiary– Grupa Azoty Zakłady Chemiczne “Police” S.A. (hereinafter collectively - the “Initial Sponsors”) and a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne “Police” S.A. - PDH Polska S.A. (“PDH”) executed a term-sheet (“Term Sheet”) with Hyundai Engineering Co., Ltd (“Hyundai”) and Korean Overseas Infrastructure & Urban Development Corporation (“KIND”, together with Hyundai - the “Co-Sponsors”, and together with the Initial Sponsors - the “Parties”) concerning the terms of equity financing of an investment project known as “Polimery Police” (“Project”) developed by PDH.
Under the Term Sheet:
a) The Co-Sponsors committed to invest in the Project, directly or indirectly, a total amount representing the EUR equivalent of USD 130,000,000, including USD 73,000,000 to be invested by Hyundai and USD 57,000,000 by KIND, in the form of cash contributions to cover PDH’s increased share capital,
b) The Initial Sponsors committed to invest a total of up to PLN 1,400,000,000 in the Project, plus the proceeds of a secondary public offering of the Grupa Azoty Zakłady Chemiczne “Police” S.A. shares (depending on the outcome of that offering) in the form of cash contributions to cover PDH’s increased share capital.
The Co-Sponsors’ investment is contingent upon the satisfaction of the conditions precedent agreed in the Term Sheet, including: (i) the Initial Sponsors contributing the total investment amount pursuant to (b) above, (ii) PDH issuing the Full Notice to Proceed (FNTP) under the EPC contract executed on 11 May 2019 by PDH and Hyundai (“EPC Contract”), (iii) finalisation of PDH’s shareholding structure, (iv) the execution of a facility agreement as part of the debt financing of the Project, and (v) satisfaction of certain conditions precedent under the Senior Debt documentation that are listed in the Term Sheet.
The Parties agreed, among other things, that the Co-Sponsors would be entitled to jointly appoint one member of PDH's Supervisory Board as long as the Co-Sponsors continue to jointly hold at least 5% of PDH'’s shares.
The Parties agreed that the final equity financing documentation would provide for a lock-up period from the moment the Co-Sponsors provide PDH with their investment amount until the lapse of 3 years from the Project completion date.
The Parties also agreed an exit procedure for the Co-Sponsors in the applicable cases. The Term Sheet provides for a possibility for the Initial Sponsors to initiate a process of initial public offering of the shares after the lapse of the lock-up period. Furthermore, the Parties have initially agreed to extend a put option to the benefit of the Co-Sponsors and a call option to the benefit of the Initial Sponsors, in each case with respect to PDH’s shares held by the Co-Sponsors of a total value (calculated based on the initial price paid by the Co-Sponsors for such shares) not exceeding the amount of USD 70,000,000, and with respect to the put option, decreased by the amount of any dividends paid out to the Co-Sponsors. The Parties agreed that the options will expire on 31 December 2035 at the latest.
In case the terms agreed with a potential additional investor that may be invited to participate in co-financing the Project provide for any rights more favourable to such investors that the rights extended to the Co-Sponsors under the Term Sheet, the Parties undertook to respectively amend the relevant transactional documents in such a manner that the Co-sponsors’ rights are adjusted to the terms agreed with such potential new investor.
The Parties agreed that the final equity financing documents will provide for contractual penalties for breach by the Co-Sponsors of their obligations related to the Co-Sponsors’ exit.
The Term Sheet constitutes a binding obligation of the Parties, subject to: equity financing documents being satisfactory to the Co-Sponsors, the Co-Sponsors approving the terms of the final agreement on the debt financing of the Project, and satisfactory completion by the Co-Sponsors of the due diligence of PDH.
The Term Sheet was executed for a definite period of time, until 30 June 2020, with the possibility of extension or early termination by mutual agreement of the Parties. The Term Sheet will also expire in the event of the Parties executing the final equity financing documents, which will replace the Term Sheet.
The Company will inform about subsequent stages of equity financing of the Project in separate current reports.
Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 47/2019 of August 26th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with a decision to resume the process of secondary public offering (the “SPO”) of shares in the subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”), on September 3rd 2019 the Supervisory Board of the Subsidiary passed a resolution expressing an opinion on the proposed share capital increase and amendments to the Subsidiary’s Articles of Association.
The proposed share capital increase will be effected through the SPO in an amount of up to PLN 1,100,000,000 (one billion, one hundred million złoty), addressed to existing shareholders of the Subsidiary (pre-emptive rights). The proposed share capital increase should be effected by the end of 2019.
Information on the SPO milestones will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of a one-off non-monetary item on the Company’s consolidated financial statements for the first half of 2019.
Further to Current Report No. 28/2019 issued on August 27th 2019 by the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A.“Grupa Azoty Puławy”), concerning the expected effect on the financial statements of Grupa Azoty Puławy for H1 2019 of a one-off non-monetary item, i.e. a PLN 7.8m impairment loss recognised by its subsidiary Zakłady Azotowe Chorzów S.A. on assets allocated to the cash-generating unit (CGU) – ‘Other activities’, involving mainly the production and sale of potassium nitrate and calcium nitrate, excluding the Organic Products Department, the effect of that item on the Company’s consolidated results is presented below:
As the review of the Company’s financial statements for the first half of 2019 has not yet been completed, these amounts are not final and may be subject to change. The Company’s H1 2019 interim report will be issued on September 5th 2019.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (“Company”) announces that on August 26th 2019 the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Subsidiary”) decided to resume the secondary public offering of shares in the Subsidiary (“SPO”) and passed a resolution on a planned increase of the Subsidiary’s share capital through the issue of new shares with pre-emptive rights and on amendments to the Subsidiary’s Articles of Association, repealing a previous resolution of the Subsidiary’s Management Board on a planned increase of the Subsidiary’s share capital through the issue of new shares with pre-emptive rights and on amendments to the Subsidiary’s Articles of Association, as announced by the Subsidiary in Current Report No. 4/2019.
The proposed share capital increase will be effected through the SPO in an amount of up to PLN 1,100,000,000 (one billion, one hundred million złoty), addressed to existing shareholders of the Subsidiary (pre-emptive rights). The proposed share capital increase should be effected by the end of 2019.
Proceeds from the share issue will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, in particular to diversify revenue streams and increase profitability, and to step up its efforts to expand non-fertilizer business lines. The key task in the pursuit of these strategic goals will be the Polimery Police project implemented by PDH Polska S.A., a special purpose vehicle in which the Subsidiary and the Company hold interests of, respectively, 53.0% and 47.0%.
Information on the SPO milestones will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 39/2019 of July 4th 2019, No. 41/2019 of August 10th 2019 and No. 42/2019 of August 13th 2019 issued by Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of Grupa Azoty S.A. (the “Company”), concerning temporary shutdown of the Ammonia Synthesis and Urea Synthesis units at the subsidiary due to the need to repair a defect discovered in boilers of the Synthesis Gas Unit, the Company’s Management Board announces that the financial effects of the plant having been temporarily taken offline for Grupa Azoty on a consolidated basis have been estimated at PLN -53.7m in lost profits.
The amount presented above is an estimate and may be subject to change.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 15/2019 of March 27th 2019, No. 20/2019 of April 25th 2019, and No. 25/2019 of April 26th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on August 8th 2019 it was notified of the registration of a share capital increase at PDH Polska S.A. (“PDH Polska”) by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, on August 7th 2019.
Following the registration, the share capital of PDH Polska was increased from PLN 304,000,000 to PLN 467,339,000. Currently, the total number of shares of all issues is 46,733,900. Their par value is PLN 10 per share.
The Company subscribed for 9,782,808 new shares in the increased share capital of PDH Polska, with a par value of PLN 10 per share and total value of PLN 97,828,080.00, at an issue price equal to their par value.
As a result of the share capital increase, the number of shares held by the Company rose to 21,964,933. Currently, the Company holds directly 47% of shares in PDH Polska S.A., while 53% of PDH Polska S.A. shares are held by the Company’s subsidiary, Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on August 2nd 2019 the Company was notified that on July 30th 2019 the District Court for Kraków-Śródmieście, 12th Commercial Division of the National Court Register, registered amendments to the Company’s Articles of Association.
The registered amendments to the Articles of Association were approved by Resolution No. 28 of the Company’s Annual General Meeting held on June 27th 2019 and announced in Current Report No. 40/2019, corrected on July 1st 2019.
The Company’s Management Board also announces that on August 2nd 2019 the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association, reflecting the amendments approved by Resolution No. 28 of the Annual General Meeting of June 27th 2019.
The consolidated text of the Articles of Association, adopted by the Company’s Supervisory Board, is attached to this report.
The amendments to the Articles of Association are presented in detail in Current Report No. 40/2019 of June 27th 2019, as corrected on July 1st 2019.
Legal basis: Par. 5.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Art. 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. (“Company”) presents its answers to the questions asked by a shareholder during the Annual General Meeting on June 27th 2019, in accordance with Article 428.1 of the Commercial Companies Code.
1. What were the grounds for the decision of the Management Board and Supervisory Board of Grupa Azoty S.A. to transfer over PLN 100,000,000 to PDH Polska S.A.?
As the requested information is not related to the matters placed on the agenda, the Management Board of Grupa Azoty S.A. has no obligation to answer this question, but in line with our policy of open communication we would like to remind you that all corporate decisions related to the acquisition of PDH Polska S.A. shares were promptly announced by the Company in current reports, as required by law.
2. How much did the Company actually pay for COMPO EXPERT (1)? Current and non-current liabilities, including liabilities in respect of PDH Polska S.A., will be in excess of PLN 6bn. (2). Will they exceed the Company’s profit (3)? How long will this situation continue (4)? Have the Company’s bank borrowings exceeded sales by value (5)?
As this question in fact consists of many questions, we have numbered them and will answer them accordingly.
3.On what legal grounds did the Management Board pass a resolution to increase the share capital of Grupa Azoty Zakłady Chemiczne Police S.A.?
As the Annual General Meeting held on June 27th 2019 passed Resolution No. 2 to remove item 17 from its agenda, the resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A. was not considered by the Annual General Meeting of Grupa Azoty S.A. In other words, the requested information was not covered by the agenda, and, therefore, the Management Board of Grupa Azoty S.A. has no obligation to answer this question.
4. The Company received dividends from Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A. last year. Please explain how this money was spent or used.
In 2018, Grupa Azoty S.A. received dividends from its subsidiaries Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A., of PLN 26,235,000.00 and PLN 81,821,978.10, respectively, with the total amounting to PLN 108,056,978.10. The funds were credited to the Grupa Azoty S.A.’s bank account on July 24th 2018 and June 27th 2018, respectively. The dividends were presented in Note 5 ‘Finance income’ to the separate financial statements of Grupa Azoty S.A. for 2018.
As dividend payments made by subsidiaries to Grupa Azoty S.A. are intra-group transactions, and the Group has a centralised financing model that includes cash pooling, the funds have been retained within the Group and are used to fund its operating, investing and financing activities. It is not practicable to closely track the funds. Summary information on the sources of Grupa Azoty S.A.’s cash inflows and outflows for the full year 2018 is provided in the statement of cash flows on pages 10 and 11 of the separate financial statements for 2018.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (“Company”) announces that at its meeting held on July 5th 2019 the Company’s Supervisory Board resolved to appoint Tomasz Hryniewicz, who previously served as a Member of the Management Board of the 11th term, as Vice President of the Management Board. The resolution came into force as of its date.
Tomasz Hryniewicz was appointed to the Company’s Management Board on June 12th 2019, as announced by the Company in Current Report No. 37/2019 of June 12th 2019, corrected on June 13th 2019.
A brief description of the newly appointed Vice President’s educational background, qualifications, previously held positions and employment records was provided in Current Report No. 37/2019.
Legal basis: Par. 5.5. of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting
The Management Board of Grupa Azoty S.A. (“Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting held on June 27th 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. announces that the number of votes cast on Resolution No. 3 to adopt the agenda for the Annual General Meeting, as stated in the appendix to Current Report No. 40/2019 published on June 27th 2019, was incorrect due to an apparent editorial error.
The number of votes cast in favour of the Resolution was erroneously stated as 76.6727 366, where instead it should have been 76,727,366.
The corrected text of the appendix “AGM 27062019 Resolutions passed” is attached hereto.
The text of Current Report No. 40/2019 published on June 27th 2019 remains unchanged.
Legal basis: Par. 19.1.6, Par. 19.1.7 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Annual General Meeting on June 27th 2019, together with voting results.
The documents voted on by the Annual General Meeting are available from the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html. They have also been published with the Company’s separate and consolidated annual reports, and attached to Current Report No. 33/2019 of May 31st 2019 and Current Report No. 36/2019 of June 12th 2019.
Given that votes were counted electronically by technical support staff, the Annual General Meeting, acting in line with its Rules of Procedure, resolved not to consider
Having passed Resolution No. 2, the Annual General Meeting also resolved not to consider item 17 of the agenda: “Resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.”.
Attached hereto, the Management Board publishes a draft resolution to remove agenda item 17 “Resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.”, which was submitted by an eligible shareholder. The submitted draft resolution, as set out in the attachment, was passed by the Annual General Meeting.
At the Annual General Meeting, objections to Resolution No. 2 to remove agenda item 17 “Resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.” and to Resolution No. 28 to amend the Company’s Articles of Association were raised and recorded in the minutes
Legal basis: Par. 19.1.6, Par. 19.1.7 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (“Company”) announces that on June 27th 2019 Marcin Pawlicki, a Supervisory Board member, was appointed Chairman of the Company’s Supervisory Board by way of Resolution No. 31 of the Annual General Meeting,
With effect from the date of the appointment resolution.
Marcin Pawlicki was appointed to the Supervisory Board on February 26th 2019, as announced by the Company in Current Report No. 8/2019 of February 26th 2019.
Descriptions of the newly appointed Chairman’s educational background, qualifications, previously held positions and employment records were provided by the Company in Current Report No. 8/2019 of February 26th 2019.
Legal basis: Par. 5.5. of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (“Company”) publishes, attached hereto, a draft procedural resolution submitted by an eligible individual shareholder during the Annual General Meeting on June 27th 2019.
The submitted draft resolution, as set out in the attachment, has not yet been passed by the Annual General Meeting.
Legal basis: Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2014, item 133).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. announces that Current Report No. 37/2019 of June 12th 2019 contains an obvious error, stating that a new member of the Company’s Management Board was appointed to the role of Vice President of the Management Board.
Following the correction, Current Report No. 37/2019 reads as follows:
The Management Board of Grupa Azoty S.A. (“Company”) announces that at the meeting held on June 20th 2019 the Company’s Supervisory Board appointed Tomasz Hryniewicz as a Member of the Management Board, with effect from the date of the appointment resolution.
The Management Board further announces that Tomasz Hryniewicz has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of a governing body of any other competing legal entity.
Tomasz Hryniewicz is not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.
A brief description of the newly appointed Member’s educational background, qualifications, previously held positions and employment records is attached to this current report.
Legal basis: Par. 5.5. of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (“Company”) announces that at the meeting held on June 20th 2019 the Company’s Supervisory Board appointed Tomasz Hryniewicz as Vice President of the Management Board, with effect from the date of the appointment resolution.
The Management Board further announces that Tomasz Hryniewicz has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of a governing body of any other competing legal entity.
Tomasz Hryniewicz is not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.
A brief description of the newly appointed Vice President’s educational background, qualifications, previously held positions and employment records is attached to this current report.
Legal basis: Par. 5.5. of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 33/2019 of May 31st 2019, the Management Board of Grupa Azoty S.A. (“Company”), in connection with the Annual General Meeting convened for June 27th 2019, hereby publishes, attached hereto, the Management Board’s resolution to request the Supervisory Board for withdrawal of the proposal to the General Meeting to approve the acquisition by the Company of shares issued as part of a share capital increase in Grupa Azoty Zakłady Chemiczne Police S.A., and the resolution of the Company’s Supervisory Board to provide an opinion on amendments to the Company’s Articles of Association.
The documents will be published on the Company’s website as materials concerning the matters to be discussed by the Annual General Meeting convened for June 27th 2019.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 32/2019 and Current Report No. 33/2019 of May 31st 2019, the Management Board of Grupa Azoty S.A. (“Company”) announces that on June 6th 2019 it received a request from the State Treasury, a shareholder representing 33% of the Company’s share capital, made under Art. 401.1 of the Commercial Companies Code and Art. 44.4 of the Company’s Articles of Association, that the following new items be placed on the agenda of the Annual General Meeting to be held in Tarnów at 10am on June 27th 2019:
Acting pursuant to Art. 401.2 of the Commercial Companies Code, the Company’s Management Board announces that the agenda of the Annual General Meeting has been changed by adding items 18, 19 and 20. The existing item 18 “Current information for the Shareholders” and the existing item 19 “Closing of the Meeting” shall be assigned numbers 21 and 22, respectively. The agenda of the Company’s Annual General Meeting convened for June 27th 2019 incorporating the amendment set out above shall read as follows:
The Management Board publishes, attached hereto, proposed resolutions on agenda items 18, 19 and 20, with explanatory notes, submitted by the shareholder State Treasury. The Management Board also publishes a proposed resolution on agenda item 4, providing for the addition of new items to the agenda as per the shareholder’s request.
Legal basis: Par. 19.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of the Company, acting under an authorisation granted by the General Meeting of Grupa Azoty Police under Section 3.3(a) of Resolution No. 7 of the Extraordinary General Meeting of Grupa Azoty Police of April 26th 2019 to increase Grupa Azoty Police’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for pre-emptive rights in respect of the new shares, convert into book-entry form and seek the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend Grupa Azoty Police’s Articles of Association (the “Resolution”), announced that it had resolved on June 5th 2019 to suspend the implementation of the Resolution (see Grupa Azoty Police’s Current Report No. 32/2019 of June 5th 2019).
Grupa Azoty Police is the owner and perpetual usufructuary of certain agricultural properties, within the meaning of Art. 2.1 of the Polish Act on Shaping of the Agricultural System, dated April 11th 2003, each with an area of over 0.3 ha. According to the existing provisions of the Polish Act on Shaping of the Agricultural System, the National Agriculture Support Centre (“KOWR”), acting on behalf of the State Treasury, has the right to purchase shares issued by a company which owns agricultural property with an area exceeding 0.3 ha. According to KOWR’s interpretation of the provisions of the Polish Act on Shaping of the Agricultural System, upon registration in the National Court Register of the share capital increase related to the issue of the Offer Shares, each investor who has subscribed for Offer Shares would be obliged to notify KOWR of such subscription. Within one month of receiving such notification, KOWR could submit a statement to the effect that it elects to acquire the Offer Shares from the investor for a unit price equal to the Issue Price (unless such price materially differs from the market value of an Offer Share).
A new Act Amending the Act on Shaping of the Agricultural System and Certain Other Acts (the “Amending Act”) dated April 26th 2019, which, having been signed into law by the President of the Republic of Poland, is now awaiting promulgation in Dziennik Ustaw (the Journal of Laws), will change the currently effective procedures concerning KOWR’s rights related, in particular, to new share issues by public companies. The Amending Act will enter into force 14 days after its promulgation in Dziennik Ustaw.
The Grupa Azoty Police Management Board believes that the intention of the legislator is – in the event of an issue of new shares by a public company – to replace KOWR’s existing right to acquire new shares in the company owning agricultural property with KOWR’s right to purchase such agricultural property whose owner or perpetual usufructuary is the issuing company. In view of the transitional provisions set out in the Amending Act, the Offering planned by Grupa Azoty Police would be subject to the still existing regulations, including in particular the provisions concerning KOWR’s right to acquire the Offer Shares. According to the position of the Central Securities Depository of Poland (the “CSDP”) as notified to Grupa Azoty Police, both under the current legal regime and the regime which would apply to Grupa Azoty Police after the Amending Act enters into force, there is a risk of refusal to register allotment certificates for the Offer Shares with the CSDP. If allotment certificates for the Offer Shares are not registered with the CSDP, it would prevent the introduction of the allotment certificates to trading on the WSE. As a consequence, in the period until the registry court registers the increase in the share capital of Grupa Azoty Police by way of the issue of the Offer Shares and until KOWR decides whether it elects to exercise its right to acquire the Offer Shares, investors would not be able to trade in the allotment certificates for the Offer Shares or the Offer Shares themselves. Moreover, the application of an improper procedure concerning KOWR’s rights under the Act on Shaping of the Agricultural System would render the entire issue of the Offer Shares null and void. This risk cannot be completely ruled out, given doubts as to the proper interpretation of the provisions of the Amending Act. In the opinion of the Grupa Azoty Police Management Board, the above issues could expose potential investors to material risks, which Grupa Azoty Police would not be able to eliminate under the applicable legal framework. In consequence, the Grupa Azoty Police Management Board concluded that it would be in the best interests of both potential investors and Grupa Azoty Police itself to temporarily suspend the Offering until KOWR can exercise its rights without the risk of the allotment certificates for the Offer Shares not being traded on the WSE and the risk of the issue of Series C Shares becoming null and void.
Resumption by Grupa Azoty Police of the new shares offering process will be announced by the Company in further current reports. Grupa Azoty Police has announced that it will keep monitoring the situation on the capital market and any changes in the regulatory environment regarding KOWR’s rights. The Grupa Azoty Police Management Board expects to resume the offering of the new shares in Q3 2019.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Annual General Meeting convened for June 27th 2019.
In addition, the Management Board publishes, attached hereto, the documents pertaining to matters to be considered at the Annual General Meeting, including those not previously published.
Matters requiring a decision by the Supervisory Board, not yet resolved by the date of publication of the AGM notice, will be published in the manner specified above as soon as the relevant decision is available and posted on the Company’s website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Art. 395.1, Art. 395.2, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1 of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP): 873-000-68-29, with a share capital of PLN 495,977,420 (paid up in full), hereby convenes the Annual General Meeting of Grupa Azoty S.A. to be held on June 27th 2019, at 10:00 am, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
The total number of Grupa Azoty shares is 99,195,484. As at May 31st 2019, the number of votes attached to these shares is 99,195,484.
Agenda:
Right to participate in the Annual General Meeting
Pursuant to Art. 4061.1 of the Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the Annual General Meeting, i.e. as at June 11th 2019 (the record date), have the right to participate in the Meeting.
To be able to participate in the Annual General Meeting, holders of rights under book-entry bearer shares should submit to the entity keeping their securities account a request to be issued a personal certificate confirming their right to participate in the Annual General Meeting. The request should be submitted on or after the date of publication of the notice of the Annual General Meeting, i.e. May 31st 2019, and no later than on the first weekday following the record date, i.e. June 12th 2019. Personal certificates confirming the right to participate in the Annual General Meeting will serve as the basis for preparation of records submitted to the entity operating the securities depository in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Annual General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the Annual General Meeting, i.e. on June 24th, 25th and 26th 2019, from 8:00 am to 4:00 pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the Annual General Meeting through a proxy
Shareholders may participate in the Annual General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Annual General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.
A power of proxy to participate in the Annual General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company will make a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Annual General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Annual General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Annual General Meeting, that is by June 6th 2019. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Annual General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
During the Annual General Meeting, any shareholder may submit draft resolutions on matters placed on the agenda. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the Annual General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the Annual General Meeting.
Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Corporate website
Information concerning the Annual General Meeting is available in the Investor Relations/General Meeting of Shareholder section of the Company’s website www.grupaazoty.com.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Annual General Meeting (the “AGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote, other persons authorised to exercise voting rights at the AGM, as well as personal data disclosed during the Meeting (jointly referred to as the “Shareholders” or “you”).
Therefore, the Company states that:
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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 23/2019 of April 26th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 29th 2019, in connection with the planned issue of 1 to 110,000,000 Series C bearer shares (“Offer Shares”) pursuant to a resolution of the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police, the Company’s subsidiary, (“GA Police”), dated April 26th 2019, concerning an increase in the company’s share capital by way of an issue of new shares with pre-emptive rights, public offering of the new shares, setting the record date for pre-emptive rights in respect of the new shares for June 18th 2019, conversion into book-entry form and seeking of admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amendments to the company’s Articles of Association (the „Planned Issue”), the Company’s Management Board passed a resolution for the Company to:
(a) subscribe for Offer Shares through the exercise of pre-emptive rights, place additional subscription orders at the issue price determined by the GA Police Management Board as part of the rights issue related to the Offer Shares within the meaning of Art. 431.2.2 of the Commercial Companies Code, effected through a public offering within the meaning of Art.3.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, or
(b) subscribe for Offer Shares not acquired by investors as part of the offering with pre-emptive rights at the issue price determined by the GA Police Management Board in the invitation sent to the Company to subscribe for such Offer Shares, with the proviso that immediately after the Planned Issue the Company should retain at least 50% plus one vote at the General Meeting of GA Police.
Therefore, the Company’s Management Board will request the Supervisory Board to give its opinion on the request submitted to the General Meeting for the latter’s consent to the acquisition of shares in the increased share capital of GA Police and to include an item concerning the grant of consent to the acquisition of shares in the increased share capital of GA Police on the agenda of the next General Meeting of the Company.
The Company’s Management Board will also request the General Meeting to authorise it to take any formal and legal steps related to the acquisition of Offer Shares in the exercise of pre-emptive rights, or as a consequence of placing additional subscription orders for Offer Shares, or the acquisition of Offer Shares not acquired by investors as part of the offering with pre-emptive rights, including determination of the final number of Offer Shares to be acquired within the Planned Issue, and possible purchase or sale by the Company of pre-emptive rights or allotment certificates in respect of Offer Shares, subject to the Company Supervisory Board’s consent for any such transaction where the transaction value exceeds PLN 6,000,000.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 23/2016 of April 13th 2016 and Current Report No. 22/2017 of June 21st 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 23rd 2019 the Company and its subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (jointly referred to as the “Customers” and each of them separately as the “Customer”) submitted representations confirming the extension of the bilateral contracts concluded on June 21st 2017 (the “Individual Contracts”) under the framework gas supply agreement of April 13th 2016 with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”).
As a result of the representations made by the Customers, PGNiG will remain the Grupa Azoty Group’s strategic gas supplier until September 30th 2022.
The total value of the Individual Contracts concluded with the Customers is estimated at more than PLN 8bn over their four-year term. The applied pricing formula is based on market gas price indices.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 26/2019 of May 9th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 17th 2019 the Company’s Supervisory Board approved the proposal made by the Management Board to the Annual General Meeting to allocate the entire net profit for the financial year 2018, of PLN 171,064,449.85 (one hundred and seventy-one million, sixty-four thousand, four hundred and forty-nine złoty, 85/100), to the Company’s statutory reserve funds.
A final decision on the 2018 profit allocation will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information.
The Management Board of Grupa Azoty S.A. announces that, due to a manifest error, Current Report No. 27/2019 of May 10th 2019 incorrectly specified May 9th 2019 as the date of signing the Investment Cooperation Agreement. The correct date was May 10th 2019.
The correction is made in the following sentence:
Further to Current Reports No. 16/2019 and No. 17/2019 of April 12th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 9th 2019 the Company, its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., and PDH Polska S.A. (“PDH”, a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.) on the one side, and Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) on the other side, (jointly the “Parties”), signed an investment cooperation agreement (the “Investment Cooperation Agreement”) as a starting point for further negotiations on the potential involvement of Hyundai and KIND in the financing of PDH’s proposed ‘Polimery Police’ project (the “Polimery Police Project”) by way of Hyundai and KIND acquiring new shares in PDH and contributing USD 80m and USD 50m, respectively, to the share capital of PDH (the “Investment”).
Following the correction, the sentence reads as follows:
Further to Current Reports No. 16/2019 and No. 17/2019 of April 12th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 10th 2019 the Company, its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., and PDH Polska S.A. (“PDH”, a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.) on the one side, and Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) on the other side, (jointly the “Parties”), signed an investment cooperation agreement (the “Investment Cooperation Agreement”) as a starting point for further negotiations on the potential involvement of Hyundai and KIND in the financing of PDH’s proposed ‘Polimery Police’ project (the “Polimery Police Project”) by way of Hyundai and KIND acquiring new shares in PDH and contributing USD 80m and USD 50m, respectively, to the share capital of PDH (the “Investment”).
The remaining part of the current report remains unchanged.
Following the correction, Current Report No. 27/2019 reads as follows:
Further to Current Reports No. 16/2019 and No. 17/2019 of April 12th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 10th 2019 the Company, its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., and PDH Polska S.A. (“PDH”, a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.) on the one side, and Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) on the other side, (jointly the “Parties”), signed an investment cooperation agreement (the “Investment Cooperation Agreement”) as a starting point for further negotiations on the potential involvement of Hyundai and KIND in the financing of PDH’s proposed ‘Polimery Police’ project (the “Polimery Police Project”) by way of Hyundai and KIND acquiring new shares in PDH and contributing USD 80m and USD 50m, respectively, to the share capital of PDH (the “Investment”).
In accordance with the Investment Cooperation Agreement, the Parties will hold talks and negotiate in good faith in order to agree all material aspects of Hyundai and KIND’s involvement in the financing of the Polimery Police Project.
The Investment Cooperation Agreement does not constitute a firm commitment of the Parties to follow through with the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including positive results of the due diligence for the Investment and relevant corporate approvals by Hyundai and KIND.
The Investment Cooperation Agreement is valid until December 1st 2019.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
The Management Board of Grupa Azoty S.A. (hereinafter the “Issuer”) hereby notifies that on 11 May 2019 the Issuer’s subsidiary – PDH Polska S.A. (“PDH”) and Hyundai Engineering Co., Ltd. (“Contractor”) entered into a contract for engineering, procurement and construction of the Polimery Police Project (“Polimery Police Project”), on a turn key basis, for the lump sum remuneration (“EPC Contract”). The Issuer notified, in current report no. 19/2019 dated 18 April 2019, of the fact that the bid submitted by the Contractor, as a general contractor, was finally selected within the tender for the award of the contract for engineering, procurement and construction of the Polimery Police Project.
The subject matter of the EPC Contract is the engineering, procurement and construction of the Polimery Police Project, i.e. a new petrochemical complex in Police, which comprises five sub-projects: (i) propane dehydrogenation process unit (PDH Unit), (ii) polypropylene production unit (PP Unit), (iii) system for polypropylene packaging, storage, logistics and dispatch, (iv) auxiliary units and interconnections, and (v) handling and storage terminal comprising port facilities for the unloading and storage of propane and ethylene from seagoing vessels. The planned target of the PDH Unit is to be 400 thousand tonnes of propylene with the purity of 99.6% of its volume (polymer grade propylene) per 8000 hours, and the performance of the PP Unit is to be as well 400 thousand tonnes of polypropylene of various type per 8000 hours.
The EPC Contract was entered into on the basis of the EPC LSTK (Engineering, Procurement and Construction Lump Sum Turn Key) formula. Under the EPC Contract the Contractor will comprehensively develop, including it will design and construct, a new Polimery Police petrochemical complex, and will procure achieving and maintaining the guaranteed parameters specified in the licence agreements concerning the PDH Unit and the PP Unit.
Within the EPC Contract PDH is entitled to instruct the Contractor to perform the optional scope on the terms and upon remuneration strictly specified in the EPC Contract. The optional scope includes six additional options: (i) execution of dredging works in the fairway from the Mijanka Terminal to the Handling and Storage Terminal - deepening from 10.5 m to 12.5 m in the Kanał Policki Channel, (ii) execution of Water Treatment Plant related to the Issuer’s investments, (iii) execution of the Nitrogen Plant for the PDH Unit and PP Unit, (iv) laboratory equipment for the purposes of the Polimery Police Project, (v) equipment for production and maintenance services, and (vi) warranty extension from 24 months up to 36 months for anti-corrosion coatings and fire protection coatings. The total remuneration for the optional scope is EUR 35,938,000.
The period of warranty granted by the Contractor in respect of particular sub-projects is 24 months from the date of the provisional acceptance certificate concerning a given sub-project, and in respect of the anti-corrosion and fire protection coatings the EPC Contract stipulates a possibility of extending such period up to 36 months.
The remuneration due to the Contractor is lump sum remuneration and amounts to EUR 992,811,000 net for the basic scope. The lump sum remuneration is subject to changes only in exceptional situations specified in the EPC Contract, within the change procedure. The remuneration will be payable in instalments after the completion and acceptance of subsequent stages of the Polimery Police Project development.
The EPC Contract stipulates liquidated damages to be paid to PDH in such events as: (i) the Contractor’s delay in the performance of the key project milestones - up to the total amount of 10% of the remuneration, (ii) a failure to achieve the guaranteed parameters - up to the total amount of 10% of the remuneration; and (iii) PDH’s rescission of the EPC Contract - in the amount of 10% of the remuneration. The total sum of the liquidated damages (on all accounts) payable by the Contractor is limited to 20% of the remuneration.
The Contractor’s liability on account of all claims arising from the EPC Contract is limited to 30% of the remuneration. The above limitation does not apply to the liability for non-performance or improper performance of the Contractor’s obligations under the warranty, the intellectual property rights and the confidentiality obligation, as well as for actions or omissions due to its willful misconduct or gross negligence.
The commencement of the performance of the Contractor’s obligations is scheduled for 1 August 2019 (Commencement Date), with the reservation that until the issue of the Full Notice to Proceed the parties will proceed with the performance of its obligations only in a limited scope expressly indicated in the EPC Contract. PDH has the right to issue the Full Notice to Proceed within four months from the Commencement Date.
The delivery of the Polimery Police Project for operation on the basis of an integrity test protocol signed by the parties should take place within a maximum period of forty months from the Commencement Date.
The parties to the EPC Contract are entitled to rescind it and suspend its performance on the terms specified therein. In particular, PDH will be entitled to rescind the EPC Contract with immediate effect if: (i) meeting all minimum guaranteed parameters in the period specified in the EPC Contract is not confirmed within the acceptance tests or the integrity test, except where the Contractor proves it is not liable for the failure to meet them; (ii) the maximum limit of the liquidated damages for delay payable by the Contractor is reached; (iii) the Contractor is in delay with the completion of any of the key milestones of the Polimery Police Project by more than 120 days; (iv) the Contractor otherwise infringes any material obligation or persistently violates any obligations arising from the EPC Contract, if the Contractor fails to remedy such violation within a period specified by PDH in written summons, not shorter than one month. In the above events PDH will pay the Contractor a portion of the remuneration due for the documentation, deliveries and works properly performed and accepted. PDH may exercise its right to rescind the EPC Contract within 30 days from the end of the basic warranty period.
Notwithstanding the above, if PDH fails to issue the Full Notice to Proceed within four months from the Commencement Date, each party will have the right to rescind the EPC Contract with immediate effect. In the above case PDH will (i) pay the Contractor a portion of remuneration due for the documentation, deliveries and works performed and accepted; (ii) reimburse the Contractor for any evidenced and reasonable costs of purchasing equipment and material ordered but not yet delivered to the site insofar as the Contractor cannot cancel the order on a no-cost basis; and (iii) reimburse the Contractor for any other evidenced and reasonable costs, accepted by PDH, incurred by the Contractor or which the Contractor is obliged to incur in relation to the rescission, with the reservation that the value of the remuneration payable to the Contractor and the value of all reasonable and evidenced costs returned to the Contractor will not exceed EUR 30 million.
The total estimated budget of the performance of the Polimery Police Project is approximately EUR 1.5 billion, of which approximately EUR 1.2 billion will be capital expenditures (the Contractor’s remuneration, purchase of licences, preparatory works, capitalised costs of remuneration etc.). The remaining amount will comprise non-capitalised costs of PDH operation, financial expenses during the construction period and provisions made for the debt service and project development cost overruns, resulting from the specifics of financing the Polimery Police Project based on the project finance formula.
Legal grounds: Art. 17 sec. 1 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union dated 12 June 2014, no. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information.
Further to Current Reports No. 14/2019 and No. 15/2019 dated 12 April 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 10 May 2019 the Company, the Company’s subsidiary – Grupa Azoty Zakłady Chemiczne “Police” S.A., the subsidiary of the Company and Grupa Azoty Zakłady Chemiczne “Police” S.A. – PDH Polska S.A. (“PDH”), Hyundai Engineering Co., Ltd (“Hyundai”), and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”), jointly referred to as the “Parties”, signed an investment cooperation agreement (the “Investment Cooperation Agreement”), which is the starting point for negotiations on the potential participation of Hyundai and KIND in the financing of the Polimery Police project planned by PDH (the “Polimery Police Project”) by way of Hyundai and KIND acquiring new shares in the share capital of PDH and contributing, respectively, USD 80m and USD 50m to the share capital of PDH (the “Investment”).
In accordance with the Investment Cooperation Agreement, the Parties will conduct discussions and negotiations in good faith, aimed at agreeing on all significant elements of participation of Hyundai and KIND in the financing of the Polimery Police Project.
The Company underlines that the Investment Cooperation Agreement does not constitute the Parties’ commitment to undertake the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including positive results of due diligence for the Investment and obtaining relevant internal approvals by Hyundai and KIND for the Investment.
The Investment Cooperation Agreement is valid until 1 December 2019.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information.
Grupa Azoty S.A. (the “Company”) announces that on May 9th 2019 its Management Board passed a resolution to recommend that the Company’s entire net profit for the financial year 2018, of PLN 171,064,449.85, be allocated to the Company’s statutory reserve funds.
Despite the dividend payment declared in the dividend policy, the Company’s Management Board recommends keeping the entire net profit earned in 2018 in the Company. This will serve as security for the planned investment projects, in particular ensuring financing of the Company’s contribution to the Polimery Police project.
In order to implement the resolution, the Management Board will requests the Supervisory Board to assess the proposal and the General Meeting to allocate the net profit for the financial year 2018.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information.
Further to Current Report No. 15/2019 of March 27th 2019 and Current Report No. 20/2019 of April 25th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 26th 2019 it was notified that the General Meeting of PDH Polska S.A. (“PDH”), a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), passed a resolution to increase the share capital of PDH Polska S.A. by PLN 163,339,000 by way of issue of 16,333,900 new shares with a par value of PLN 10 per share.
The new shares will be acquired in a private placement by:
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).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 26th 2019 the Company, its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., PDH Polska S.A. (“PDH”, a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.), and Grupa LOTOS S.A. (“Grupa Lotos”), jointly referred to as the “Parties”, signed a letter of intent (the “Letter of Intent”), which is a starting point for negotiation on the potential participation of Grupa LOTOS in the financing of the Polimery Police project planned by PDH (the “Polimery Police Project”) by way of Grupa Lotos acquiring new shares in the share capital of PDH and contributing up to PLN 500m to the share capital of PDH (the “Transaction”).
In accordance with the terms of the Letter of Intent, the Parties will conduct negotiations to agree all material aspects of Grupa LOTOS’ participation in the financing of the Polimery Police project.
The Letter of Intent does not constitute a firm commitment of the Parties to make the Transaction. The Company will report on the progress of the negotiations in separate current reports.
The Letter of Intent is valid until October 31st 2019.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 12/2019 and Current Report No. 12K/2019 of March 8th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 26th 2019 the Extraordinary General Meeting of the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”) passed a resolution to increase the Subsidiary’s share capital by way of issue of new shares with pre-emptive rights.
Details of the public offering of the new shares were announced by the Subsidiary in Current Report No. 20/2019 of April 26th 2019.
Approval by the Extraordinary General Meeting of the Subsidiary is the next stage of the process to obtain proceeds from the share issue. They will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, in particular to diversify revenue streams and increase profitability, as well as to step up its efforts to expand non-fertilizer business lines. The key task undertaken in the pursuit of these strategic goals is the Polimery Police project implemented by PDH Polska S.A., a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
consolidated financial results of the Grupa Azoty Group for Q1 2019:
Revenue: PLN 3,365m
EBITDA: PLN 607m
Net profit/(loss): PLN 323m
The Company’s Management Board considers the information on the consolidated results to be material due to better financial results generated in the first quarter of 2019 compared with the corresponding periods of three previous years. Furthermore, the results differ from market expectations.
The amounts presented above are estimates and may be changed. The Q1 2019 consolidated report will be published on May 23rd 2019.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. announces that the non-financial statement containing the data for Grupa Azoty S.A. and the Grupa Azoty Group for 2018 has been published at http://tarnow.grupaazoty.com, in the section Investor Relations/Periodic Reports/Consolidated Annual Report for 2018/Non-financial statement of Grupa Azoty 2018.
Legal basis: Par. 5.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 15/2019 of January 16th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 25th 2019 the Company’s Supervisory Board passed a resolution to approve the Company’s acquisition of 9,782,808 shares in PDH Polska S.A. for the issue price of PLN 10.00 (ten złoty, 00/100) per share, for a total amount of PLN 97,828,080.00 (ninety-seven million, eight hundred and twenty-eight thousand, and eighty złoty, 00/100), as part of the share capital increase at PDH Polska S.A.
The share capital is to be increased by way of a private placement, with the existing shareholders’ pre-emptive rights waived in full.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 13/2019 of March 19th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 18th 2019 it was notified that the Management Board of PDH Polska S.A. (“PDH”), a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), passed a resolution to finally select Hyundai Engineering Co., Ltd. as the general contractor under a tender to award a contract for turnkey execution of the Polimery Police project (the “Project”) for a lump-sum price of EUR 992,811,000.00 exclusive of VAT (basic scope).
Additionally, in connection with the Project, Grupa Azoty Police will need to incur capital expenditure in order to, among other things, adapt its power infrastructure, improve fire safety and reduce the adverse environmental impact of the existing and planned units. Currently, the Management Board of Grupa Azoty Police is of the opinion that the capital expenditure will not exceed PLN 100m.
On April 18th 2019 the Supervisory Board of PDH issued a positive opinion on the award of contract to the selected general contractor.
In accordance with the tender timetable, the contract with the selected contractor will be signed in the second quarter of 2019, while the execution of the Project under the contract is to be completed in the fourth quarter of 2022.
The execution of legally binding documents concerning the Project will be announced by the Company in a separate report.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 1/2019 of January 16th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the release date for the separate and consolidated full-year reports for 2018 has been changed from April 30th 2019 to April 25th 2019. Furthermore, the Company’s Management Board announces that the release date for the consolidated report on payments to governments has also been changed to April 25th 2019.
Accordingly, the Management Board announces that periodic reports due for release in 2019 will be released as per the following updated schedule:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
The consolidated report on payments to governments will be released on April 25th 2019.
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 12th 2019 the Company’s subsidiary PDH Polska S.A. (“PDHP”) received a letter of intent (the “Letter of Intent”) from Hyundai Engineering Co, Ltd. (“Hyundai”) concerning potential participation of Hyundai in the financing of PDHP’s planned Polimery Police project (the “Polimery Police Project”), that would involve making a contribution to PDHP’s share capital of up to USD 80m (the “Investment”). Accordingly, PDHP and Hyundai will now proceed to negotiate the terms and conditions of the Investment.
The Company would like to note that the Letter of Intent does not constitute a firm commitment of Hyundai to make the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including obtaining relevant approvals and resolutions from PDHP’s competent governing bodies.
The Letter of Intent is valid until October 12th 2019.
The Company further announces that as at the date of this report no final decision has been made by PDHP to select any of the three bidders who submitted bids in the procedure to award a contract for turnkey execution of the Polimery Police project.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 12th 2019 the Company’s subsidiary PDH Polska S.A. (“PDHP”) received a letter of intent (the “Letter of Intent”) from Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) concerning potential participation of KIND in the financing of PDHP’s planned Polimery Police project (the “Polimery Police Project”), that would involve making a contribution to PDHP’s share capital of up to USD 50m (the “Investment”). Accordingly, PDHP and KIND will now proceed to negotiate the terms and conditions of the Investment.
The Company would like to note that the Letter of Intent does not constitute a firm commitment of KIND to make the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including obtaining relevant approvals and resolutions from PDHP’s competent governing bodies.
The Letter of Intent is valid until October 12th 2019.
The Company further announces that as at the date of this report no final decision has been made by PDHP to select any of the three bidders who submitted bids in the procedure to award a contract for turnkey execution of the Polimery Police project.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. Article 17(1) of MAR – Inside information
Grupa Azoty S.A. (the “Company”) announces that on March 27th 2019 the Company’s Management Board passed a resolution to acquire 9,782,808 new shares in PDH Polska S.A. for the issue price of PLN 10.00 per share, i.e. for a total amount of PLN 97,828,080.00 (ninety-seven million, eight hundred and twenty-eight thousand, and eighty złoty, 00/100).
The acquisition will be effected by the Company subscribing for the new shares in the increased share capital of PDH Polska S.A.
The planned share capital increase is to be carried out by way of a private placement, with the existing shareholders’ pre-emptive rights waived in full.
The Management Board will request the consent of the Supervisory Board for the implementation of the resolution.
Currently, the Company holds directly 40.1% of shares in PDH Polska S.A. and 59.9% of shares in PDH Polska S.A. are held by the Company’s subsidiary, Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005
Text of the report:
The Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with the Extraordinary General Meeting convened by the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”) to pass resolutions concerning, inter alia, an increase of GA Police’s share capital by no more than PLN 1,100,000,000 through a secondary public offering of new shares in GA Police, on March 12th 2019 the Company received from a shareholder questions concerning:
The Company’s answers are presented below.
Effect of implementation of the Police Polymers project on the Company’s economic and financial position (including debt ratios and operating metrics)
1. The Police Polymers project is a key strategic investment project provided for in the strategy for the Grupa Azoty Group (the “Grupa Azoty Group”) and in Grupa Azoty Group’s long-term financial plan to be implemented by 2022 in order to diversify revenue streams and increase profitability, and to step up its efforts to expand the non-fertilizer business lines.
2. Currently, the Project is at a preparatory stage. By the issue date of this report, contributions made by the Company and GA Police to the share capital of PDH Polska S.A. (“PDH”), a special purpose vehicle in which GA Police and the Company hold interests of 59.9% and 40.1%, respectively, totalled PLN 304m. The Project is planned to enter the operating phase at the end of 2022.
3. Based on analyses performed by reputable market and business advisers engaged by GA Police, the Project’s financial indicators are favourable, which means that pursuing the Project is well founded for both GA Police and the Company.
4. The equity investment of the Grupa Azoty Group companies in the Project is provided for in the current corporate financing agreements, with the proviso that the aggregate amount of the companies’ equity investment may not exceed PLN 1.4bn. Increasing the equity investment will reduce the interest expense on the Project. If GA Police shareholders decide to increase GA Police’s share capital and if GA Police shareholders other than the Company subsequently acquire the new issue shares, GA Police will raise additional funds in excess of the abovementioned PLN 1.4bn, which, as planned, will be applied towards the implementation of the Project, subject to appropriate consents from Grupa Azoty Group’s financing institutions. Considering that the planned increase of Grupa Azoty Group’s equity investment in PDH by the amount of proceeds from the issue of GA Police shares, obtained from external investors, will not increase Grupa Azoty Group’s net financial debt, the financing institutions should find granting such consents as reasonable.
5. The investment phase of the Project will temporarily increase the Grupa Azoty Group’s consolidated debt and increase its key financial ratio, i.e. the net debt to EBITDA ratio. The Group’s corporate financing agreements provide for safe levels of the ratio of net debt to EBITDA taking into account the implementation of strategic investment projects, including the Project. It should be noted here that given the planned implementation of the Project under the project finance model, both the external financing for PDH, planned to be obtained without recourse for PDH’s financing institutions to the other Grupa Azoty companies, as well as PDH’s EBITDA to be delivered in the future will, for the purposes of the corporate financing agreements, be excluded from the calculation and testing of the net debt to EBITDA ratio, which should allow the Grupa Azoty Group to maintain its credit standing.
Effect of the Police Polymers project on the investment programme currently implemented by the Grupa Azoty Group
1. The Police Polymers project is Grupa Azoty Group’s key investment project envisaged in the Group’s strategy and included in the Group’s financial model. Its implementation represents the delivery of a long-term investment plan.
2. Given the Project’s scale and the fact that the Project is of priority importance to the Company and the Grupa Azoty Group, it will be possible, should a need arise, to postpone the implementation of other investment projects envisaged in the Group’s budgets, particularly those with less favourable economic and financial parameters as well as those whose execution may be delayed without compromising process safety or breaching legal requirements. The Grupa Azoty Group companies are monitoring the implementation of the investment projects and making necessary adjustments on an ongoing basis.
In the Management Board’s opinion, based on current predictions, the implementation of the Project serves the interests of the Grupa Azoty Group.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on March 19th 2019 it was notified that the Management Board of PDH Polska S.A., a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A., passed a resolution to admit Hyundai Engineering Co., Ltd. as a pre-selected bidder (“the Pre-selected Bidder”) in a tender to award a contract for turnkey execution of the Police Polymers project (the “Project”), for a lump sum price.
From among all the bidders, the Pre-selected Bidder most closely meets the requirements defined by PDH Polska S.A. in the tender documentation. PDH Polska S.A. will hold further talks with the Pre-selected Bidder to agree on all details of implementing the Police Polymers project, in particular those concerning the financing of the Project and its insurance structure.
The Company’s Management Board announces that three bids were submitted in the tender. In addition to the bid submitted by Hyundai Engineering Co., Ltd., bids were submitted by two consortia, one led by Technip Italy S.p. A. and the other by Tecnimont S.p. A.
Based on an analysis of the bids, the amount of remuneration under the general contractor agreement for the Police Polymers project (basic scope) will not exceed EUR 1bn. This means that the total capital expenditure on the Project should not exceed EUR 1.18bn, according to the estimates made by PDH Polska S.A. as at the date of this report. This amount covers, in addition to the remuneration for the performance of the general contractor agreement, the capital expenditure incurred to date, site preparation, payment for technological licences, and purchase of catalysts. The total budget for the Project, including the cost of financing during the construction phase and the reserves required under the project finance model, should not exceed EUR 1.52bn. It is also currently assumed that during the operating phase PDH Polska S.A. will need additional working capital financing of EUR 176m.
Based on the financial model, the Police Polymers project shows high economic viability despite an increase in its budget.
In accordance with the tender timetable, the execution of the contract with the selected contractor is planned for the second quarter of 2019, while the execution of the Police Polymers project under an agreement with the general contractor is to be completed in the fourth quarter of 2022.
The signing of legally binding documents concerning the Police Polymers project will be announced by the Company in a separate report.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Delayed disclosure of inside information – Proposed share capital increase at subsidiary - correction
Grupa Azoty S.A. publishes a correction of Current Report No. 12/2019 of March 8th 2019, rectifying an obvious editing error.
Previous wording:
The proposed share capital increase will be effected through a secondary public offering (“SPO”) in an amount of up to PLN 1,110,000,000.00 (one billion, one hundred and ten million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of July 2019.
Should be:
The proposed share capital increase will be effected through a secondary public offering (“SPO”) in an amount of up to PLN 1,100,000,000.00 (one billion, one hundred million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of July 2019.
Legal basis: Article 17(1) and Article 17(4) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L 2014 No. 173, page 1).
Legal basis: Article 17(1) and Article 17(4) of MAR – Inside information
Grupa Azoty S.A. (the “Company”) hereby discloses inside information concerning a resolution passed by the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”) on a proposed share capital increase at the Subsidiary through an issue of new shares with pre-emptive rights (the “Inside Information”).
Disclosure of the Inside Information was delayed on March 5th 2019 under Article 17(4) of MAR.
Content of the delayed Inside Information:
“Grupa Azoty S.A. (the “Company”) announces that on March 4th 2019 the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. passed a resolution on a proposed share capital increase at the Subsidiary through an issue of new shares with pre-emptive rights and amendments to the Subsidiary’s Articles of Association.
The proposed share capital increase will be effected through a secondary public offering (“SPO”) in an amount of up to PLN 1,110,000,000.00 (one billion, one hundred and ten million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of July 2019.
Proceeds from the share issue will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, in particular to diversify revenue streams and increase profitability, and to step up its efforts to expand non-fertilizer business lines. The key task in the pursuit of these strategic goals will be the ‘Police Polymers’ project implemented by PDH Polska S.A., a special purpose vehicle in which the Subsidiary and the Company hold interests of, respectively, 59.9% and 40.1%.
Information on the SPO milestones will be announced by the Company in separate current reports.”
Disclosure of the inside information was delayed until the Company was notified of the adoption by the Subsidiary’s Supervisory Board of a resolution concerning that body’s opinion on the proposed share capital increase and related amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.
The Company’s Management Board announces that on March 8th 2019 the Subsidiary’s Supervisory Board passed a resolution in which it gave its opinion on the proposed share capital issue and amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.
In accordance with the third subparagraph of Article 17(4) of the MAR, the Company will, immediately after the publication of this Current Report, notify the Polish Financial Supervision Authority of the delayed disclosure of the Inside Information by providing a written explanation of how the conditions set out in Article 17(4) (a)–(c) of the MAR were met.
Legal basis: Article 17(1) and Article 17(4) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L 2014 No. 173, page 1).
Legal basis: Article 17.1 of MAR – Inside information
Further to Current Report No. 3/2019 published by Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”), a subsidiary of Grupa Azoty S.A. (the “Company”) on March 4th 2019, concerning the expected effect on Grupa Azoty Puławy’s 2018 full-year consolidated financial statements of a one-off non-cash item, i.e. recognition of an additional PLN 6.39m impairment loss on property, plant and equipment and intangible assets in its subsidiary Zakłady Azotowe Chorzów S.A., Grupa Azoty S.A. announces that the one-off item will reduce its consolidated EBIT by PLN 6.39m.
It was yet another impairment loss recognised on the fat processing unit. The previously recognised impairment losses were announced by the Company in Current Report No. 17/2016 of February 8th 2016, Current Report No. 4/2017 of February 13th 2017, Current Report No. 39/2017 of August 4th 2017 and Current Report No. 38/2018 of August 8th 2018.
Including the impairment loss recognised in the Company’s consolidated financial statements, as at December 31st 2018 the aggregate impairment losses on the fat processing unit amounted to PLN 56.2m.
Note: As the audit of the Company’s financial statements for 2018 has not yet been completed, these amounts are not final and may be subject to change. The annual report of Grupa Azoty S.A. for 2018 will be issued on April 30th 2019.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting
Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting convened for February 25th 2019 and resumed after an adjournment on February 26th 2019, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at that Extraordinary General Meeting and in the total voting rights.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the resolutions of the Company’s Extraordinary General Meeting passed on February 26th 2019.
During the Extraordinary General Meeting, objections were raised to Resolution No. 6 and Resolution No. 7 on appointment of members of the Company’s Supervisory Board.
The Extraordinary General Meeting resumed its proceedings on February 26th 2019 after an adjournment announced on February 25th 2019, as reported by the Company in Current Report No. 5/2019 of February 25th 2019. The resolutions passed before the adjournment were published by the Company in Current Report No. 6/2019 of February 25th 2019.
Legal basis: Par. 19.1.6 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty S.A. (the “Company”) announces that on February 26th 2019 Mr Ireneusz Purgacz was removed from the Company’s Supervisory Board by way of a resolution of the Extraordinary General Meeting.
The Extraordinary General Meeting also passed resolutions to appoint the following persons to the Supervisory Board:
The new members of the Supervisory Board were appointed at the request of the State Treasury as a shareholder in the Company.
The resolutions to remove and appoint members of the Supervisory Board took effect from their date.
The newly appointed members of the Supervisory Board submitted representations to the effect that the activities they are engaged in outside the Company are not competing with the Company’s business and that they are not partners in any competing partnership under civil law or another type of partnership or members of the governing bodies of companies or of any other competing legal persons.
The representations also contain statements by the new members of the Supervisory Board that they are not entered in the Register of Insolvent Debtors of the National Court Register.
Attached to this Current Report are biographical notes on the new Members of the Supervisory Board.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018(Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty S.A. (the “Company”) announces that on February 26th 2019 Tomasz Karusewicz tendered his resignation as Chairman and Member of the Company’s Supervisory Board.
Tomasz Karusewicz did not specify the reasons for his resignation.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed to date by the Company’s Extraordinary General Meeting held on February 25th 2019, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, an objection was raised to Resolution No. 4.
Legal basis: Par. 19.1.6 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty S.A. (the “Company”) announces that the Extraordinary General Meeting convened for February 25th 2019 passed a resolution to adjourn the General Meeting. The Extraordnary General Meeting will be resumed at 11.00 am on February 26th 2019 at the Company’s registered office, at ul. Kwiatkowskiego 8 in Tarnów.
Legal basis: Par. 19.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Grupa Azoty S.A. (the “Company”) announces that on February 5th 2019 the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) entered into a trilateral contract with Ameropa AG of Binningen, Switzerland (as the seller) and Somiva SA of Dakar-Yoff, Senegal (as the producer) for the purchase of low-cadmium phosphate rock sourced from Senegal (the “Contract”). The Contract was announced by Grupa Azoty Police in Current Report No. 3/2019 of February 5th 2019.
The Contract was executed for a definite period from February 1st 2019 to February 28th 2021 and defines a specific schedule and other commercial terms of the deliveries. The value of the deliveries to be made under the Contract is estimated at approximately PLN 240,000,000.00.
The other terms and conditions do not differ from standard terms used in contracts of this type.
Information on execution of the Contract was classified as inside information by the Company because it refers to securing supplies of phosphate rock, the key raw material for production of compound fertilizers, in quantities sufficient to satisfy Grupa Azoty’s long-term demand for that material.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Extraordinary General Meeting convened for February 25th 2019.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.4) of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP): 873-000-68-29, with a share capital of PLN 495,977,420 (paid in full), hereby convenes an Extraordinary General Meeting of Grupa Azoty S.A. to be held on February 25th 2019, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
The Extraordinary General Meeting is being convened at the request of the State Treasury as a shareholder representing at least one-twentieth of the Company’s share capital, submitted on January 23rd 2019 (under Art. 400.1 of the Commercial Companies Code and Art. 42.1.4) of the Company’s Articles of Association). The requesting shareholder has also proposed that the following item be placed on the agenda of the General Meeting: “Changes in the composition of the Company’s Supervisory Board.”
The total number of Grupa Azoty shares is 99,195,484. As at January 28th 2019, the number of votes attached to these shares is 99,195,484.
AGENDA:
1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Appointment of the Ballot Counting Committee.
6. Changes in the composition of the Company’s Supervisory Board.
7. Closing of the Meeting.
Right to participate in the General Meeting
Pursuant to Art. 406[1].1 of the Commercial Companies Code, the right to participate in the Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at February 9th 2019 (the record date).
To be able to participate in the Extraordinary General Meeting, holders of rights under book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to participate in the Extraordinary General Meeting. The request should be submitted on or after the publication of the notice of Extraordinary General Meeting, i.e. January 28th 2019, and no later than on the first weekday following the record date, i.e. February 11th 2019. Personal certificates confirming the right to participate in the Extraordinary General Meeting will serve as the basis for preparation of records submitted to the entity operating the securities depository in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the General Meeting, i.e. on February 20th, 21st and 22nd 2019, from 8:00 am to 4:00 pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting through a proxy
Shareholders may participate in the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the rights of a shareholder at the Extraordinary General Meeting unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company makes a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by February 4th 2019. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
During the Extraordinary General Meeting, any shareholder may submit draft resolutions on matters placed on the agenda. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the Extraordinary General Meeting.
Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “EGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”).
Therefore, the Company states that:
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).
In particular, Art. 401, 407, 410 and 412 of the Commercial Companies Code.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty S.A. (the “Company”) will announce its 2018 full year results and 2019 interim results as per the following schedule:
- Q1 2019 complete consolidated report – May 23rd 2019
- Q3 2019 complete consolidated report – November 13th 2019
- 2018 consolidated full year report – April 30th 2019
The 2018 consolidated report on payments to governments will be released on April 30th 2019.
Furthermore, the Company announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 62.3 of the Regulation.
Further, the Company will not publish separate or consolidated quarterly results for Q4 2018 and Q2 2019, 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).
Legal basis: Art. 70.1. of the Public Offering Act
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 13th 2018 it received a notification from attorney Oscar Valters, made under Art. 69.1.2 in conjunction with Art. 87.1.7 of the Act of July 29th 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (the “Public Offering Act”).
According to the notification, on December 7th 2018 Mr Valters was informed that his power of attorney on:
Prior to the revocation, Mr Valters held a power of attorney on securities accounts in which 19,657,350 Company shares were registered, representing approximately 19.82% of all shares in the Company and conferring 19,657,350 voting rights, or approximately 19.82% of total voting rights, at the Company’s General Meeting.
Following the revocation, Mr Valters holds no power of attorney on any accounts that would have Company shares registered in them, nor does he hold any Company shares – the number of shares held by him or registered in securities accounts on which he holds a power of attorney is nil, representing 0% of all shares in the Company and conferring 0 voting rights, or 0% of total voting rights, at the Company’s General Meeting.
The notification also states that:
Legal basis: Art. 70.1 of the Act of July 29th 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text: Dz.U. of 2018, item 512, as amended).
Legal basis: Article 17 item 1 MAR – confidential information
In connection with the current report no. 41/2018 dated 6 September 2018, the Management Board of Grupa Azoty S.A. (the “Issuer”, “Grupa Azoty”) announces that after fulfilment of the mandatory conditions precedent set forth in the conditional share purchase agreement concluded on 6 September 2018 (the Issuer informed about that in the current report no. 54/2018 dated 12 October 2018) between Grupa Azoty and Goat Netherlands B.V. based in Amsterdam, belonging to the XIO Group (the “Conditional Agreement”), on 26 November 2018 the Conditional Agreement was performed and the transaction covered by the Conditional Agreement was completed, i.e. the Issuer purchased 25,000 shares (the “Shares”), representing 100% of the share capital of Goat TopCo GmbH with its registered office in Münster, Germany.
The final purchase price paid by the Issuer for the Shares amounted to EUR 226,637 thousands.
On the day of closing of the transaction, the entire purchase price for the Shares was paid and the ownership of the Shares was transferred to the Issuer.
The transaction is part of the Issuer's strategy to strengthen position of Grupa Azoty among the leaders of agricultural solutions. The transaction opens new opportunities for Grupa Azoty to diversify its business operations, with parallel acquisition of highly innovative technology and know-how as well as a well-developed distribution network.
Legal basis: Article 17 item 1 MAR (Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company” or the “Borrower”) announces that on November 2nd 2018 it executed a EUR 75m overdraft facility agreement (the “EUR Overdraft Facility Agreement”) with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”), valid until September 30th 2022.
The EUR Overdraft Facility Agreement is connected with the EUR physical cash pooling agreement (the “EUR Physical Cash Pooling Agreement”), which was also executed on November 2nd 2018 between Grupa Azoty S.A., the Grupa Azoty Group companies (the “Group Companies”), and PKO BP. The EUR physical cash pooling is designed to optimise 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 Group Companies’ current accounts.
The Bank’s claims under the EUR Overdraft Facility Agreement are secured with the Borrower’s notarised declaration of voluntary submission to enforcement up to an amount equal to 120% of the value of the EUR Overdraft Facility Agreement as well as a power of attorney over the Borrower’s current account, granted to the Bank.
The Company is liable to repay all amounts due under the EUR Overdraft Facility Agreement. The facility bears interest at an annual rate equal to the reference rate of 1M WIBOR plus the Bank’s margin. The terms of the EUR Overdraft Facility Agreement do not differ from standard terms used in agreements of such type.
The EUR Overdraft Facility Agreement also imposes certain restrictions on the Company, including restrictions on disposal or encumbrance of its material assets, granting loans and guarantees, paying dividends and incurring financial liabilities in excess of the consolidated net debt to EBITDA ratios agreed with the lenders, which have been made consistent with the revolving credit facility agreement of April 23rd 2015 amended by the Amending Agreement of June 29th 2018, as announced in Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.
The EUR Overdraft Facility Agreement and the EUR Physical Cash Pooling Agreement are designed to finance general corporate needs and ensure security of financing for the Group Companies through the umbrella nature of limit allocation 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).
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 Q3 2018:
Revenue: PLN 2,324.7m
EBITDA: PLN 44.1m
Net profit/(loss): PLN -116.8m
The Issuer's Management Board considered the information on consolidated results as material, due to the significantly lower level of financial results generated in the third quarter of 2018 in relation to the results achieved by the Company in the corresponding periods of three previous years; at the same time, the results differ from market expectations. The lower level of generated results was mainly the result of the increase in prices of gas and energy raw materials, CO2 emission allowances and lower sales volumes.
The presented amounts are estimates and are subject to change. The publication of the consolidated report for the third quarter of 2018 will take place on November 8, 2018.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
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”, “Grupa Azoty”) announces that following the Management Board’s request to the General Meeting to approve the acquisition of 25,000 shares representing 100% of the share capital of Goat TopCo GmbH (“Goat TopCo”) by the Company (the “Transaction”), on October 12th 2018 the Company received the following questions from a shareholder:
Below are the Company’s answers:
Synergies from the acquisition of the COMPO EXPERT Group
As stated by the Company in Current Report No. 45/2018 of September 24th 2018, the acquisition of Goat TopCo is expected to produce the following synergies:
1. Synergies in production know-how – transfer of know-how in manufacturing and application of advanced fertilizer products expanding Grupa Azoty’s existing capabilities in fertilizer production, especially in the area of nitrification inhibitors and polymer coating technology.
2. Sales synergies – use of the existing sales channels of Grupa Azoty and COMPO EXPERT GmbH of Münster, Germany (“COMPO EXPERT”) to place products on target markets. In addition, it will be possible to transfer to Grupa Azoty advanced solutions in sale and consumer support systems developed by COMPO EXPERT.
3. Synergies in research and development – joint research and development efforts for benefit of the merged entities within Grupa Azoty’s three research and development centres and COMPO EXPERT’s research centres. The acquisition of new extensive know-how will allow the Group’s research and development resources to focus on more advanced technologies, e.g. biodegradable coatings and DMPP substitutes.
4. Raw material and product synergies – use of Grupa Azoty’s products as raw materials for further processing into speciality fertilizers at COMPO EXPERT.
5. Synergies in financing – organisation of debt financing on more favourable terms offered to Grupa Azoty on the market.
The Company again emphasises that it adopted a conservative approach and did not include these synergies in the calculation of the purchase price for the Goat TopCo shares; they represent an added value that may affect the performance and value of Grupa Azoty in subsequent years.
Entering the segment of speciality fertilizers
Grupa Azoty’s entry into the segment of speciality fertilizers is its response to changes taking place in its immediate market environment. For a number of years, Grupa Azoty has been considering an enhancement of its product portfolio towards speciality products. Faced by growing competition in commodity fertilizers and aggressive pricing policies sometimes pursued by other manufacturers operating on Grupa Azoty’s markets, the Company has made a decision to add new, more advanced, higher value-added products generating better margins to its existing mix. The acquisition of COMPO EXPERT and entry into the speciality segment is consistent with the Grupa Azoty Group Strategy for 2013–2020, which provides for strengthening Grupa Azoty’s position among the leading providers of agricultural solutions in Europe and opens new opportunities to diversify its business. COMPO EXPERT’s product portfolio will enhance Grupa Azoty’s current mix (which has been based on commodity fertilizers), meaningfully expanding its potential customer base to include producers of more demanding plants.
Moreover, speciality products are among the fastest growing segments of the fertilizer market, and thus an important growth area for global fertilizer industry leaders. Grupa Azoty’s major competitors are already present in the segment of speciality fertilizers, offering advanced products tailored to the needs of the most demanding customers. Global trends driving the fertilizer market, such as the world’s increasing population, dwindling arable land, expected improvement in the efficiency of fertilization, and changes in the regulatory environment, have led numerous manufacturers to look to speciality fertilizers as the most promising market segment. Hence Grupa Azoty’s decision to diversify its business into speciality products.
Profitability of the speciality fertilizers business; Transaction value
COMPO EXPERT’s product portfolio will complement the Grupa Azoty Group’s range of commodity products, bringing in some cutting-edge formulas of speciality fertilizers, such as controlled release fertilizers (CRF), slow release fertilizers (SRF), fertigation and foliar feed fertilizers, liquid fertilizers, bio-stimulants, as well as SOP-based NPK fertilizers with high nutrient concentrations.
In line with its stated value growth strategy, COMPO EXPERT’s focus in recent years has been on increasing the sales of its highest margin products. Gross profit margin on COMPO EXPERT’s top speciality products, i.e. CRF & SRF, fertigation and foliar feed fertilizers, liquid fertilizers and bio-stimulants, is markedly higher than the cited EBITDA margin. With further optimisation of COMPO EXPERT’s product mix and a focus on the highest value-added speciality products, the average gross margin will continue to expand as the share of granulated SOP-based NPK fertilizers classified as “light specialties”, still considerable today, declines.
The maximum aggregate price of EUR 235m (two hundred and thirty-five million euro) for 25,000 shares representing 100% of Goat TopCo’s share capital to be acquired by the Company is the result of the target’s valuation using the discounted cash flow method (“DCF method”) based on dedicated financial projections prepared by a reputable market adviser specialising in the chemical industry. The estimated value of 100% of the Goat TopCo equity arrived at using the DCF method falls within the value range additionally determined using the comparables approach based on stock market multiples.
To cross check the estimated value of Goat TopCo, the Company also requested an independent financial adviser for an opinion on the financial terms of the Transaction, which was published in Current Report No. 43/2018. According to an independent opinion prepared by the financial adviser, the acquisition price falls within the estimated fair value range.
COMPO EXPERT acquisition in the context of dividend payment
In the Company’s opinion, the hypothetical distribution of funds allocated to the acquisition of 100% of Goat TopCo shares as dividends would constitute a one-off short-term benefit to shareholders. On the other hand, the Transaction and entry into the speciality fertilizers segment are elements of the Grupa Azoty Group Strategy for 2013–2020, seeking to ensure the Group’s sustainable growth and thus maximise long-term benefits for shareholders. The COMPO EXPERT acquisition will strengthen Grupa Azoty’s position among the leading providers of agricultural solutions, adding advanced high-margin products to the Company’s mix, while facilitating the Group’s entry into the attractive segment of higher-end products designed for more demanding customers. The decision to go ahead with the COMPO EXPERT acquisition is Grupa Azoty’s response to the changing market environment, reinforcing its position at the forefront of Europe’s fertilizer industry. In the opinion of the Grupa Azoty Management Board, the COMPO EXPERT acquisition may bring more long-term benefits to the Company and its shareholders than a dividend payment.
Grupa Azoty has an active dividend policy in place, with the following resolutions to pay dividends from the 2017 profit passed by the General Meetings of Grupa Azoty Group companies in 2018 in line with management recommendations:
A final decision whether to pay dividends rests with the General Meeting, and the Management Board may only recommend the General Meeting to take a certain decision.
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).
Legal basis: Article 17(1) of MAR – Inside Information
The Management Board of Grupa Azoty S.A. (the “Company” or “Grupa Azoty”) announces that on October 12th 2018 it was notified of clearance given on October 11th 2018 by the Turkish Competition Authority (Rekabet Kurumu) for Grupa Azoty’s acquisition from Goat Netherlands B.V. of Amsterdam, the Netherlands, of 25,000 (twenty-five thousand) shares (100% of the share capital) in Goat TopCo GmbH of Münster, Germany (“Goat TopCo”), under a conditional share purchase agreement signed on September 6th 2018 between Grupa Azoty and Goat Netherlands B.V. of Amsterdam, a member of the XIO Group (the “Transaction”) (the “Conditional Agreement”), which – in that authority’s opinion – would not create or strengthen a dominant market position. Under Turkish law, the above notification makes it possible for the parties to proceed to closing the Transaction. It also means that the Company has obtained fullanti-trust clearance required by the Conditional Agreement.
In Current Reports No. 46/2018 of October 2nd 2018 and No. 50/2018 of October 8th 2018, the Company announced partial fulfilment of a condition for closing the Transaction as laid down in the Conditional Agreement (i.e. the condition related to its anti-trust clearance), having obtained clearance from the anti-trust authorities in Germany and Austria.
The above clearance as well as the approval for the Transaction granted by the Company’s Extraordinary General Meeting on October 12th 2018, as announced by the Company in Current Report No. 51/2018 of October 12th 2018, also mean that the conditions precedent provided for in the Conditional Agreement have been satisfied and that the Company will now take steps to close the Transaction on the terms and within the time frames stipulated in the Conditional Agreement. Its closing will result in the Company’s acquisition of the shares in Goat TopCo, which will be announced by the Company in a separate report.
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).
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting convened for October 8th 2018 and resumed after an adjournment on October 12th 2018, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at that Extraordinary General Meeting and in the total voting rights.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended).
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, the resolution of the Company’s Extraordinary General Meeting passed on October 12th 2018.
Materials pertaining to Resolution No. 4 voted on at the Extraordinary General Meeting have been published on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html.
During the Extraordinary General Meeting, no objections were raised to be recorded in the minutes.
The Extraordinary General Meeting resumed its proceedings after an adjournment announced on October 8th 2018, as reported by the Company in Current Report No. 48/2018 of October 8th 2018. The resolutions passed before the adjournment were published by the Company in Current Report No. 49/2018 of October 8th 2018, subsequently corrected by Current Report No. 49C/2018 of October 9th 2018.
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).
Legal basis: Article 17(1) of MAR – Inside Information
The Management Board of Grupa Azoty S.A. (the “Company” or “Grupa Azoty”) announces that on October 12th 2018 the Company’s Extraordinary General Meeting passed a resolution to grant its consent to Grupa Azoty’s acquisition from Goat Netherlands B.V. of Amsterdam, the Netherlands, of 25,000 (twenty-five thousand) shares (100% of the share capital) in Goat TopCo GmbH of Münster, Germany, under a conditional share purchase agreement signed on September 6th 2018 between Grupa Azoty and Goat Netherlands B.V. of Amsterdam, a member of the XIO Group (the “Conditional Agreement”) (the “Transaction”), subject to clearance by the relevant anti-trust authorities, on the financial terms stipulated in the Conditional Agreement, for a price not higher than EUR 235,000,000 (two hundred and thirty-five million). The Extraordinary General Meeting’s resolution took effect as of its date.
The consent of the Extraordinary General Meeting marks the fulfilment of one of the conditions provided for in the Conditional Agreement for the closing of the Transaction, which was announced by the Company in Current Report No. 41/2018 of September 6th 2018.
In Current Reports No. 46/2018 of October 2nd 2018 and No. 50/2018 of October 8th 2018, the Company announced partial fulfilment of another condition for the closing of the Transaction, laid down in the Conditional Agreement, namely obtaining clearance from the anti-trust authorities in Germany and Austria. In the current reports, the Company also announced that it was awaiting clearance from the anti-trust authority in the jurisdiction where the proceedings were still pending.
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).
Legal basis: Article 17(1) of MAR
The Management Board of Grupa Azoty S.A. (the “Company” or “Grupa Azoty”) announces that on October 2nd 2018 it became aware that the Company was given clearance by the Austrian Federal Competition Authority (BWB) and the Austrian Federal Cartel Prosecutor (the Austrian anti-trust authorities) to acquire 25,000 shares (100% of the share capital) in Goat TopCo GmbH of Münster, Germany, under a conditional share purchase agreement signed on September 6th 2018 between Grupa Azoty and Goat Netherlands B.V. of Amsterdam, a member of the XIO Group (the “Conditional Agreement”).
The Company announced the execution of the Conditional Agreement, the condition to obtain anti-trust clearances, as well as the obtaining of clearance from the German anti-trust authority in Current Report No. 41/2018 of September 6th 2018 and Current Report No. 46/2018 of October 2nd 2018. The Company is awaiting clearance from the anti-trust authority in the jurisdiction where the proceedings are still pending. Therefore, the condition to obtain anti-trust clearances, stipulated in the Conditional Agreement, has been satisfied partially.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. publishes correction of Current Report No. 49/ 2017 of October 8th 2018, rectifying an obvious editing error.
Previous wording:
During the Extraordinary General Meeting, an objection was raised to be recorded in the minutes.
Should be:
During the Extraordinary General Meeting, no objections were raised to be recorded in the minutes.
Legal basis: Par. 19.1.6, Par. 19.1.8 and Par. 38.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
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 held on October 8th 2018, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, an objection was raised to be recorded in the minutes.
The Company’s Management Board also publishes, attached hereto, the draft resolution to order an adjourn ment submitted during the Extraordinary General Meeting on October 8th 2018 by an entitled shareholder. The submitted draft resolution, as set out in the attachment, was passed by the Extraordinary General Meeting.
Legal basis: Par. 19.1.6, Par. 19.1.8 and Par. 38.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
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 on October 8th 2018 resolved to adjourn the General Meeting.
The proceedings of the Extraordinary General Meeting will be resumed at 12.00 am on October 12th 2018at the Company’s registered office in Tarnów, ul. Kwiatkowskiego 8.
Legal basis: Par. 38.1.6 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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”, “Grupa Azoty”) announces that following the Management Board’s request to the General Meeting to approve the acquisition of 25,000 shares representing 100% of the share capital of Goat TopCo GmbH (“Goat TopCo”) by the Company (the “Transaction”), on September 20th 2018 the Company received the following questions from a shareholder:
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company” or “Grupa Azoty”) announces that on October 2nd 2018 it became aware that the Company was given clearance by the Federal Cartel Office (FCO), the German anti-trust authority, to acquire 25,000 shares (100% of the share capital) in Goat TopCo GmbH of Münster, Germany, under a conditional share purchase agreement signed on September 6th 2018 between Grupa Azoty and Goat Netherlands B.V. of Amsterdam, a member of the XIO Group (the “Conditional Agreement”).
The Company announced the execution of the Conditional Agreement and the condition to obtain anti-trust clearances in Current Report No. 41/2018 of September 6th 2018. The Company is awaiting clearance from competent anti-trust authorities in the other relevant jurisdictions where the proceedings are still pending. Therefore, the condition to obtain anti-trust clearances stipulated in the Conditional Agreement has been satisfied partially.
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).
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”, “Grupa Azoty”) announces that following the Management Board’s request to the General Meeting to approve the acquisition of 25,000 shares representing 100% of the share capital of Goat TopCo GmbH (“Goat TopCo”) by the Company (the “Transaction”), on September 12th 2018 the Company received questions from a shareholder concerning:
Below are the Company’s answers:
Market context and object of the Transaction
The current situation on the global and European markets of mineral fertilizers poses a number of challenges that prompt manufacturers to constantly search for new solutions. The main global trends affecting the development of the fertilizer market include:
These trends encourage fertilizer manufacturers to develop products which ensure higher yields, are adapted to specific crops and geographical areas, may be used in fertigation and foliar application, and improve the efficiency of fertilization. The trends were also identified in the course of formulating the current Strategy of the Grupa Azoty Group for 2013–2020.
The four strategic growth directions defined in the Grupa Azoty Group’s Strategy for 2013−2020 are as follows:
The Grupa Azoty Group will seek to strengthen its leadership in agricultural solutions by increasing control over sales channels, seeking new growth opportunities, enhancing its production efficiency, and adapting its offering to the needs of modern agriculture. In the Agro Fertilizers segment, it plans to focus on extending the value chains to include more speciality products for specific crops and customers, as well as adding specialised precision agriculture services to its offering. One of the ways to achieve this objective is through acquisitions. The transaction to purchase 100% of shares in Goat TopCo fits in the above strategy.
Goat TopCo is a holding company with 22 subsidiaries, including the principal operating company COMPO EXPERT GmbH of Münster, Germany (“COMPO EXPERT”). COMPO EXPERT is one of the leaders of the global market of specialty fertilizers and also one of the largest independent, non-integrated manufacturers that can offer a comprehensive mix of products for professional customers. The company operates two manufacturing plants: in Krefeld (Germany) and Vall d’Uixó (Spain). COMPO EXPERT employs 600 highly qualified staff. In the previous financial year ended September 30th 2017, the COMPO EXPERT Group’s revenue was close to EUR 333m and its EBITDA net of one-off items came in at approximately EUR 30m.
COMPO EXPERT sells its products to customers in 100 countries. For many years, the company has enjoyed a very strong and well-established market position in Europe. It also has a strong presence in South and North Americas and in Asia, where it is involved in a strategic partnership in the fastest-growing global markets, i.e. China and India.
COMPO EXPERT product range
The COMPO EXPERT Group manufactures and distributes specialty fertilizers. COMPO EXPERT has a diversified portfolio of specialty fertilizers, that is technologically advanced fertilizer products with a higher added value than large volume fertilizers. Specialty fertilizers are designed mainly for high-value crops (fruit, vegetables, ornamental plants), and are priced higher as they offer many benefits, including slow release of nutrients, which reduces the frequency and thus enhances the efficiency of fertilizer application from the point of view of farmers. Some speciality products can be used for covered or greenhouse cultivation, as well as for lawns and turf grass. They are available in solid form (granules) and as liquids (for soil and foliar application). The most advanced products positively influence certain characteristics of the plants, such as size, colour or – in the case of fruit and vegetables – taste.
Specialty fertilizers are one of the fastest-growing market segments, and thus a priority area for the development of global leaders in the fertilizer sector. Grupa Azoty’s major competitors on the European fertilizer market have specialty products in their portfolios and identify this market segment as the most promising one. Unlike Grupa Azoty’s largest competitors, COMPO EXPERT has a complete portfolio of specialty products addressing the needs of various types of customers.
COMPO EXPERT’s product portfolio comprises:
Because of their specialist applications, COMPO EXPERT fertilizer products have low cadmium content, which means that they comply even with the most stringent standards regulating the maximum cadmium content. Another feature of COMPO EXPERT products, confirmed in the course of research carried out among end customers, is high brand recognition and brand loyalty worldwide. COMPO EXPERT fertilizers have the reputation of premium products.
The COMPO EXPERT Group is constantly developing new fertilizer formulas tailored to specific crop types in specific geographical locations. Demand is gauged based on day-to-day, direct relationship with end customers. The advanced system of sales and post-sale support for customers focuses on providing customers with support starting from the identification of demand for a specific type of fertilizers, through manufacture and delivery to customers, to expert support in their application.
Expected strategic and economic benefits of the acquisition to Grupa Azoty
COMPO EXPERT’s product portfolio complements Grupa Azoty’s current product offering which is based on large volume fertilizers, the basic type of products used all over the world, mostly containing one or two nutrients. Grupa Azoty’s range of potassium chloride-based compound fertilizers will be expanded to include specialty NPK fertilizers based on potassium sulfate. This will considerably expand the customer base to include producers of more demanding plants, sensitive to the chlorine content in the soil and cultivated in warmer, sunnier geographical regions. Moreover, the offering of compound fertilizers will be supplemented with products containing a nitrification inhibitor which increases the efficiency of nitrogen use.
The transaction will open new opportunities for Grupa Azoty to diversify its business while acquiring highly innovative technologies and a well-developed distribution network. The COMPO EXPERT Group’s sales structure, diversified geographically and in terms of product offering, will reduce the dependence of Grupa Azoty’s financial performance on adverse local weather phenomena. Due to the lower price sensitivity of demand for specialty products, the acquisition will reduce Grupa Azoty’s exposure to global business cycles. In addition, as prices of specialty fertilizers are less strongly co-related with the cost of feedstock and materials used in their production, the new products will reduce the sensitivity of Grupa Azoty’s performance to fluctuations in natural gas prices. The transaction will also help enhance the offering addressed to Grupa Azoty’s authorised distribution network in Poland.
The acquisition of COMPO EXPERT is expected to bring the following synergies:
Despite the identification of these medium- and long-term post-acquisition synergies for Grupa Azoty, the Company adopted a conservative approach and did not include these synergies in the calculation of the purchase price of the Goat TopCo shares; they represent an added value that may affect the performance and value of Grupa Azoty in subsequent years.
Impact of the acquisition on the economic and financial position of Grupa Azoty
It is estimated that the acquisition of the COMPO EXPERT Group will increase Grupa Azoty’s consolidated annual revenue by approximately PLN 1.5bn in the next year, in which the COMPO EXPERT Group will be consolidated within the Company’s Group. This will mean an increase of approximately 15% on 2017, assuming that the COMPO EXPERT Group’s full-year figures are consolidated. In addition, it is estimated that the acquisition will increase Grupa Azoty’s consolidated EBITDA by approximately PLN 130m to PLN 200m annually in subsequent years in which the COMPO EXPERT Group will be consolidated within the Company’s Group.
Expansion on the market of specialty fertilizers will stabilise the margin generated by the Group and thus the Group’s financial performance, reducing dependence on business cycles in the market of bulk fertilizers and on fluctuations in natural gas prices, both of which have a strong effect on the Group’s financial performance. It is also the current economic situation on the bulk product market that will determine the number and scale of investment projects carried out at the Company’s Group.
Impact of the Transaction on Grupa Azoty’s debt and the ongoing investment programme
The acquisition will be financed entirely with the credit facilities available to Grupa Azoty. Their total amount was raised from PLN 1.5bn to PLN 3bn following the execution on June 29th 2018 of an agreement amending and restating the revolving credit facility agreement of April 23rd 2015, as announced by the Company in Current Report No. 33/2018. The credit facility is adapted to the long-term growth plan and will finance not only the acquisition of the COMPO EXPERT Group, but also the investment programme including such projects as the construction of propylene and polypropylene production facilities in Police or the construction of a unit for coal gasification and synthesis gas processing to manufacture chemical products. The Transaction will not disturb the implementation of those projects. The preparations to the Transaction involved an analysis of the impact of the acquisition on the financial condition of the Company’s entire Group, and in particular an analysis of expected operating indicators as well as the debt-related collateral and restrictions.
Transaction process, risks arising from the Transaction and risk mitigation methods
An interdisciplinary team of experts from the Grupa Azoty Group’s key companies was involved in the transaction process. The team was additionally supported by specialised external consultancy firms. The Transaction was prepared based on a comprehensive due diligence process. Commercial, financial, tax, legal and environmental due diligence investigations required in transactions of this type were carried out. The financial, commercial, environmental and tax due diligence was performed by PwC, legal due diligence – by CMS, and commercial due diligence – by Nexant, an international market advisor.
Additionally, a valuation of Goat TopCo shares was prepared, based on dedicated financial projections prepared by a reputable market adviser for the chemical industry. The valuation was prepared on the basis of the discounted cash-flow method and additionally confirmed by the multiples method.
To cross check the estimated value of Goat TopCo, the Company also requested Deloitte Advisory Sp. z o.o. for an independent opinion on the financial terms and conditions of the Transaction, which was published in Current Report No. 43/2018. The opinion was based, among other things, on the analysis of Goat TopCo’s financial statements and other financial information and operating data, review of transaction documents, including vendor due diligence and due diligence reports, as well as a review of assumptions underlying the financial projections prepared by the seller and the buyer. The total acquisition price for 25,000 shares representing 100% of Goat TopCo’s share capital will be no more than EUR 235m. According to an independent opinion prepared by Deloitte Advisory Sp. z o.o., the acquisition price falls within the estimated fair value range.
During the preparations to the Transaction, potential investment-related risks associated with the management model areas (regulatory, financial, legal, tax, environmental and commercial risks) were identified. An analysis of risks that may affect the company’s value was carried out and a method for mitigating those risks was prepared. The identified risks were reflected in the Transaction price or secured by appropriate clauses in the share purchase agreement.
Upon completion of the above analyses, on September 6th 2018 the Company and Goat Netherlands B.V. of the Netherlands entered into a conditional share purchase agreement for the shares in Goat TopCo (the “Agreement”). Goat TopCo is owned by XIO, a London-based capital fund. The Transaction will be finalised upon approval by an Extraordinary General Meeting of Grupa Azoty S.A. and approval by the authorities competent for control of concentrations between undertakings, required in some countries where the operations are conducted, as announced by the Company in Current Report No. 41/2018.
In Current Reports No. 41/2018 and No. 43/2018, the Company also announced that the Agreement provides for payment by Grupa Azoty of EUR 6m to an escrow account. The price for Goat TopCo shares (net of the amount paid to the escrow account) will be paid in full once the Transaction is closed, after Grupa Azoty assumes control over Goat TopCo. The Agreement also defines in detail the financial mechanisms of the Transaction, including the price definition, the terms of the seller’s warranty and liability, steps required to close the Transaction, actions prohibited in the period between the execution of the Agreement and the Transaction closing, Transaction closing conditions, as well as the rules governing reimbursement of costs incurred by the parties if the Transaction is not effected. The Agreement is governed by German law; the language of the Agreement is English. The terms and conditions of the Transaction were approved by Grupa Azoty Management Board’s Resolution No. 162/XI/2018 of July 18th 2018.
The Transaction will be covered by an insurance policy relating to the seller’s and the COMPO EXPERT Group’s representations and warranties, as well as an insurance policy for the ownership title to the shares. The purpose of the policies is to protect Grupa Azoty’s interests in the event of a breach of representations or warranties made by the seller in the share purchase agreement. The policy covers any matters not known or not disclosed during the transaction process, in particular in the area of legal and tax risks. The policy relating to representations and warranties sets a high liability cap. With regard to the operating representations and warranties, the policy will remain valid for a multi-year period from the Agreement date. With respect to the fundamental representations and warranties, the term of the policy is additionally extended, in principle to seven years from the Transaction closing date.
The terms and conditions of the Transaction were approved by Grupa Azoty Management Board’s Resolution No. 162/XI/2018 of July 18th 2018. To conclude, the acquisition of the COMPO EXPERT Group will strengthen the international position of Grupa Azoty. The entry into the specialty fertilizers sector will significantly facilitate Grupa Azoty’s access to innovative technologies and unique know-how, which is a precondition for its growth and the foundation for building long-term value for its shareholders.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 27/2018 of June 7th 2018 and Current Report No. 29/2018 of June 20th 2018, the Management Board of Grupa Azoty S.A. (the “Company”) announces, based on an official excerpt from the Business Register of the National Court Register, that on September 7th 2018 the District Court for Kraków-Śródmieście of Kraków, 12th Commercial Division of the National Court Register, registered the amendments to the Company’s Articles of Association.
The amendments to the Articles of Association were approved by Resolution No. 3 of the Company’s Extraordinary General Meeting held on June 7th 2018 and announced in Current Report No. 29/2018.
The amendments and the consolidated text of the Articles of Association reflecting those amendments are attached hereto.
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).
Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended). – current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Extraordinary Shareholders Meeting convened for October 8th 2018.
In addition, the Management Board publishes, attached hereto, the previously unpublished documents relating to matters to be considered at the Extraordinary Shareholders 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. with its registered office in 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), acting on the basis of Article 398, Article 399 § 1 in conjunction with Art. 402 1 and Art. 402 2 of the Commercial Companies Code, and Article 42 item 1 point 1 of Articles of Association of Grupa Azoty S.A. in conjunction with § 9 item 2 point 7 of the Rules of Procedure for the Management Board of Grupa Azoty S.A, hereby convenes an Extraordinary General Meeting of Grupa Azoty S.A. to be held on 8 October 2018, at 9.00 am, at the Company’s registered office at Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
The total number of Grupa Azoty shares is 99,195,484. As of 7 September 2018, the number of votes attached to these shares is 99,195,484.
AGENDA:
1. Opening the Extraordinary Shareholders Meeting.
2. Appointment of the Chairman of the Extraordinary Shareholders Meeting and compiling an attendance list.
3. Confirmation of the correctness of convening the Extraordinary Shareholders Meeting and its ability to adopt resolutions.
4. Adoption of the agenda.
5. Adopting resolution on granting consent to the acquisition of shares of Goat TopCo GmbH with its registered office in Münster, Germany.
6. Closure of the Extraordinary Shareholders Meeting.
Right to participate in the General Meeting
Pursuant to Art. 406 1 .1 of the Commercial Companies Code, persons who are Company shareholders sixteen days prior to the date of the Extraordinary General Meeting, i.e. as at 22 September 2018 (the record date), have the right to participate in the Meeting. To ensure participation in the Extraordinary General Meeting, holders of rights under book-entry bearer shares should submit a request to the entity keeping their securities account for the issue of personal certificates confirming their right to participate in the General Meeting of Grupa Azoty S.A. Such requests should be submitted on or after the publication of the notice of the General Meeting, i.e. 7 September 2018, and no later than on the first weekday following the record date, i.e. 24 September 2018. The registered certificates confirming the right to participate in the General Meeting will serve as the basis for preparation of records submitted to the entity operating the depository for securities in accordance with the laws and regulations governing trade in financial instruments. A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office at Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the Meeting, i.e. on 3, 4 and 5 October 2018 between 8:00-15:00. 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 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 shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company makes a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33 1 of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33 1 of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company. It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by 17 September 2018. 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
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/en/relacje/walne.html from the date of convening the General Meeting. Additionally, draft resolutions and documents to be discussed at the General Meeting, relevant to the resolutions to be voted on and not published earlier, will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018(Dz.U. of 2018, item 757). Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “AGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote, other persons authorised to exercise voting rights at the AGM, as well as personal data disclosed during the Meeting (jointly referred to as the “Shareholders” or “you”). Therefore, the Company states that:
a. The controller of the personal data is Grupa Azoty S.A. of Tarnów, which can be contacted by email at: ##xds.ipgcdl#at#vgjeppodin.rdb##, or by post: ul. 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: iod.tarnow @grupaazoty.com, or by post: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland;
c. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the AGM , 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 depository for securities, as well as from other Shareholders, with respect to the provision of data included in powers of attorney/proxy;
f. The legal basis for the processing of your personal data by the Company is:
* Article 6.1(c) of GDPR – legal obligations under the Commercial Companies Code regarding: preparation and storage of lists of shareholders and lists of attendance at the AGM, enabling the shareholders to exercise their voting rights through a proxy and enabling the shareholders to exercise their rights in relation to the Company (e.g. proposing that certain matters be placed on the agenda);
* Article 6.1.(f) of GDPR – legitimate interests of the Company: (i) enabling contact with Shareholders and verifying their identities and (ii) exercise or defence of any legal claims;
g. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;
h. Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company's existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims pursued by the Company or against the Company;
i. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of the Shareholder's identity, and failure to do so results in the Shareholder’s inability to participate in the AGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
j. You may request access to and rectification or erasure of personal data or restriction of its processing and to object to processing as well as the right to data portability; it must, however, be borne in mind that these rights are not absolute and may be subject to derogations provided for by law;
k. You may register 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).
Legal basis: Article 17 section 1 of the MAR – inside information
The Management Board of Grupa Azoty S.A. (hereinafter the “Issuer”, “Grupa Azoty”) gives notice that on 6th September 2018, the Issuer entered with Goat Netherlands B.V., a company with its registered office in Amsterdam belonging to XIO Group, (hereinafter the “Seller”) into a conditional share purchase agreement (“Agreement”) with regard to the acquisition of 25,000 (twenty-five thousand) shares by the Issuer representing 100% of the share capital in Goat TopCo GmbH with its registered office in Münster, Germany (hereinafter “Goat TopCo”), for a purchase price not higher than EUR 235 million (two hundred and thirty-five million euro) (hereinafter the “Transaction”).
The subject matter of the Transaction is the acquisition of 100% of the shares in Goat TopCo, a holding company for 22 companies, including the main operational company COMPO EXPERT GmbH with its registered office in Münster, Germany, one of the world's largest producers of specialty fertilizers (hereinafter “COMPO EXPERT Group”). The Transaction will be entirely financed from the credit facility limits available to Grupa Azoty. The Agreement provides for the payment of an amount of EUR 6 million (six million euro) by Grupa Azoty to an escrow deposit at signing. However, the payment of the price for the shares in Goat TopCo, less the amount paid into the escrow deposit, will be a one-off payment and will take place at the closing of the Transaction with the Issuer taking control over Goat TopCo.
For the last financial year that ended on 30 September 2017 the COMPO EXPERT Group recorded revenues of EUR 333 million (three-hundred and thirty-three million euro), reaching an EBITDA after excluding one-off events of EUR 30 million (thirty million euro).
The Agreement regulates in detail the Transaction’s financial mechanisms, including the purchase price determination, the Seller’s guarantees and liability, conditions for the closing of the Transaction, such as obtaining consent from the Issuer’s General Shareholders’ Meeting and obtaining antimonopoly authorities’ consents, which is expected to happen not earlier than in October 2018 and no later than in the first quarter of 2019, the covenants between the date of the signing of the Agreement and the date of the closing of the Transaction, as well as the rules of reimbursing costs incurred by the parties to the Agreement, if the Transaction is not successfully closed.
The Transaction is part of the Issuer's strategy to strengthen Grupa Azoty's position among the leaders of agricultural solutions. The Transaction opens new possibilities for Grupa Azoty to diversify its business activities, and to simultaneously acquire highly innovative technology and unique know-how and a developed distribution network.
COMPO EXPERT Group’s product offering will supplement the product portfolio of Grupa Azoty, by contributing advanced solutions in the field of specialty fertilisers. Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 34/2018 published by the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) and further to Current Report No. 37/2018 published by the Company on August 7th 2018, the Management Board of Grupa Azoty S.A. (the “Company”) announces that as a result of a reduction in the estimated negative effect of deconsolidation of a Grupa Azoty Police subsidiary African Investment Group S.A., its effect on the Company’s consolidated profit or loss attributable to owners of the parent will change from the initially estimated amount of PLN -36m to an estimated PLN -28.7m.
This change was not included in the selected estimated consolidated financial results of Grupa Azoty for H1 2018, published by the Company in Current Report No. 39/2018 on August 11th 2018.
As the audit of the Company’s H1 consolidated financial statements has not yet been completed, these amounts are not final and may be subject to change. The half-year report of Grupa Azoty S.A. for H1 2018 will be issued on August 28th 2018.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes the estimated key consolidated financial data of the Grupa Azoty Group for H1 2018:
Revenue: PLN 4,877.0m
EBITDA: PLN 528.9m
EBITDA net of one-off items: PLN 535.7m
Net profit/(loss): PLN 132.1m
Profit net of one-off items: PLN 175.2m
The Company’s Management Board considered the information on the consolidated results to be material, due to the significantly weaker financial performance in the second quarter of 2018 compared with the corresponding periods of three previous years; furthermore, the results differed from market expectations. The decrease was mainly caused by significantly higher prices of raw materials, lower market prices, and adverse weather, which resulted in lower sales volumes.
The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are estimates and may be changed. The consolidated report for H1 2018 will be published on August 28th 2018.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17.1 of MAR – Inside information
Further to Current Report No. 23/2018 issued on August 8th 2018 by Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”), a subsidiary of Grupa Azoty S.A. (the “Company”), concerning the expected effect on the H1 2018 consolidated financial statements of Grupa Azoty Puławy of a one-off non-monetary item, i.e. recognition of PLN 6.77m impairment loss on property, plant and equipment and intangible assets in its subsidiary Zakłady Azotowe Chorzów S.A., the Management Board of the Company announces that the expected effect of the item on the Company’s consolidated EBIT will be PLN 6.77m.
The impairment loss is another impairment loss recognised on the assets of the fat processing unit at Zakłady Azotowe Chorzów S.A. The previous ones were announced by the Company in Current Report No. 17/2016 of February 8th 2016, Current Report No. 4/2017 of February 13th 2017, and Current Report No. 39/2017 of August 4th 2017.
As the audit of the Company’s H1 consolidated financial statements has not yet been completed, these amounts are not final and may be subject to change. The half-year report of Grupa Azoty S.A. for H1 2018 will be issued on August 28th 2018.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 33/2018 issued on August 7th 2018 by Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of Grupa Azoty S.A. (the “Company”), as well as further to Current Report No. 56/2017 of December 20th 2017, Current Report No. 5/2018 of March 1st 2018, Current Report No. 8/2018 of March 17th 2018, Current Report No. 9/2018 of March 20th 2018 and Current Report No. 22/2018 of May 24th 2018, issued by the Company, the Management Board of the Company announces that in the process of preparation of the consolidated financial statements for the first half of 2018 the effect of elimination of African Investment Group S.A., a subsidiary of Grupa Azoty Police, on the Company’s consolidated profit or loss was estimated at PLN -36m.
The Company’s consolidated financial statement for the period January 1st June 30th 2018 is currently under review by an independent auditor and the estimated amounts may 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).
Legal basis: Art. 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on July 26th 2018 the Company and the European Bank for Reconstruction and Development of London (“EBRD”) signed a new long-term loan agreement and an annex to the long-term loan agreement of May 28th 2015 (“First EBRD Agreement”) that was announced by the Company in Current Report No. 38/2015.
The Company and the EBRD entered into a new loan agreement for up to PLN 500m (“Second EBRD Agreement”), and the Company’s subsidiaries: 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”) and the Company entered into a new guarantee agreement with the EBRD under which the Key Subsidiaries, acting as Guarantors, provided guarantees for the Company’s liabilities under the Second EBRD Agreement, with each guarantee covering up to one-third (1/3) of 120% of the loan amount provided under the Second EBRD Agreement, or up to PLN 200m.
The Second EBRD Agreement for up to PLN 500m was concluded for a period of up to ten years, with the loan to be repaid in instalments, starting within three years from the Second EBRD Agreement date.
Furthermore, the Company and the EBRD executed an annex to the First EBRD Agreement for up to PLN 150m of May 28th 2015 in order to harmonise the material terms and conditions of the First EBRD Agreement and the Second EBRD Agreement.
In the agreements with the EBRD, the Company agreed to incur capital expenditure on selected projects under its investment programme that are in line with the EBRD’s policy. The agreements also contain an obligation to submit periodic reports and a final report on project costs and other matters.
The agreements with the EBRD impose certain restrictions on the Company and the Key Subsidiaries including restrictions on disposal and encumbering of material assets, provision of loans and guarantees, payment of dividends and incurring financial liabilities above the agreed thresholds of the consolidated net debt to EBITDA ratio, which have been or are to be harmonised with the Company’s other long-term financing agreements.
The agreements with the EBRD are an integral part of the Company’s long-term financing package intended for the financing of the Grupa Azoty Group’s general corporate needs, including its strategy and investment programme. On January 25th 2018, Grupa Azoty entered into a EUR 145m long-term loan agreement with the European Investment Bank (see Current Report No. 2/2018 of January 25th 2018), and on June 29th 2018 the Company and a bank syndicate executed an amending agreement to the loan agreement of April 23rd 2015, increasing the total loan amount from PLN 1.5bn to PLN 3bn (see Current Report No. 33/2018 of June 29th 2018). All material terms and conditions of these long-term financing agreements have been harmonised.
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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company” or “Grupa Azoty”) presents below its responses to questions asked by a shareholder during the Annual General Meeting on June 28th 2018, as required under Article 428.1 of the Commercial Companies Code. The Management Board is well aware of how important it is to shareholder to have access to information about the Company. That is why it uses its best efforts and complies with applicable laws to make sure it duly fulfils the disclosure requirements imposed on public companies. Grupa Azoty’s market communication policy and commitment to providing shareholders with all information they may need to make investment decisions feature high on the Company’s agenda, ensuring transparency of its activities as well as wide and equal access to information.
QUESTION 2:
How much was spent on sports sponsorship?
ANSWER:
In 2017, expenditure on sports sponsorship by Grupa Azoty S.A. was PLN 9,530,101.54.
QUESTION 5:
How much did the Company spend on research on organic chemistry in 2017?
ANSWER:
In 2017, such expenditure in Grupa Azoty S.A. was PLN 2,346,114.
QUESTION 8:
What effects does sponsorship have on Grupa Azoty S.A.? How does it translate into the Company’s business performance and profits?
ANSWER:
In 2017, Grupa Azoty S.A. was involved in a number of CSR and sponsorship projects. Through these activities, which include educational, cultural and sports projects, the Company supports the local communities and the region, thus building and promoting its reputation as a valued and respected partner. Thanks to such efforts, the Company also builds stronger and lasting relations with its immediate social environment.
Grupa Azoty S.A. has a long-standing commitment to promoting the local community development, which is delivered through various educational activities, campaigns and programmes designed to support children and young people in pursuing their interests, improving their skills and acquiring new knowledge in such fields as environmental protection. In 2017, Grupa Azoty S.A. worked in partnership with schools from the Tarnów region, including:
Grupa Azoty S.A. intends to continue that cooperation on a long-term basis. To this end, it has signed an agreement with the Ignacy Mościcki Technical School Complex, under which the Company is to employ up to ten students each year, provide apprenticeship opportunities, help prepare classes and organise educational field trips, and offer support in applying for EU funds.
Believing that culture is an invaluable social phenomenon and an integral system within the process of education, which stimulates imagination, sensitivity and creativity of successive generations and plays a significant role in shaping both individual and national identity, Grupa Azoty undertook the following initiatives:
The Company’s social and sponsorship initiatives in sport include:
- START Programme, launched in 2015 as a social outreach through sports initiative aimed at finding talents and supporting children and young people training in sports clubs. START covers the following programmes: Basketball Development, Speedway Development, Handball Development, and Cross-Country Skiing Development under the National Cross-Country Skiing Development Programme;
- patronage of nationwide and local sports events, clubs and associations, including:
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 26/2015 of April 23rd 2015 and Current Report No. 52/2016 of September 20th 2016, the Management Board of Grupa Azoty S.A. (the “Company” or the “Borrower”) announces that on June 29th 2018 the Company and its Group companies (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, the final availability date was extended from September 30th 2019 to September 30th 2022.
As at the annex date, the sub-limits under the MPCF Agreement were as follows: up to PLN 30m for Grupa Azoty S.A.; up to PLN 62m for Grupa Azoty Zakłady Chemiczne Police S.A.; up to PLN 79m for Grupa Azoty Zakłady Azotowe Puławy S.A.; up to PLN 50m for Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and up to PLN 19m for Grupa Azoty ATT Polymers GmbH.
The Bank’s claims under the MPCF Agreement are secured with sureties in an aggregate amount of up to PLN 288m, granted under a surety agreement made on June 29th 2018 between the Bank and the Company 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.) as surety providers. The share of each surety provider in the aggregate surety amount is one-third (1/3) of 120% of the facility amount, i.e. up to a maximum of PLN 96m.
The surety agreement supersedes the previous surety agreement securing the Bank’s claims under the MPCF Agreement of September 20th 2016.
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 it.
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.
Further 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 and Current Report No. 52/2016 of September 20th 2016, the Management Board of the Company also announces that on June 29th 2018 the Company and its subsidiaries executed with the Bank an annex to the PLN 310m overdraft facility agreement of October 1st 2010 (the “Overdraft Agreement”). Under the annex, the final availability date was extended from September 30th 2019 to September 30th 2022.
The Overdraft Agreement is connected with the physical cash pooling agreement with PKO BP of September 30th 2016. Physical cash pooling is 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 current accounts.
As at the date of the annex to the Overdraft Agreement, the sub-limits were as follows: up to PLN 96.2m for Grupa Azoty S.A.; up to PLN 110.5m for Grupa Azoty Zakłady Chemiczne Police S.A.; up to PLN 21.7m for Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and a total of PLN 81.6m for the other subsidiaries.
The Bank’s claims under the Overdraft Agreement are secured with sureties in an aggregate amount of up to PLN 372m, granted under a surety agreement made on June 29th 2018 between the Bank and the Company 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.) as surety providers. The share of each surety provider in the aggregate surety amount is one-third (1/3) of 120% of the facility amount, i.e. up to a maximum of PLN 124m.
The surety agreement supersedes the previous surety agreement securing the Bank’s claims under the Overdraft Agreement of September 20th 2016.
The Company is liable to repay all amounts due under the Overdraft Agreement, and each of the Group Companies is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to it.
The facility bears interest at an annual rate equal to the reference rate 1M WIBOR plus the Bank’s margin.
The MPCF Agreement and the Overdraft Agreement also impose certain restrictions on the Company and the surety providers, including restrictions on disposal or encumbering of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities, above the consolidated net debt to EBITDA ratios agreed with the lenders, which have been made consistent with the revolving credit facility agreement of April 23rd 2015, amended under the Amending Agreement of June 29th 2018 (see Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018).
The annexes to the MPCF Agreement and the Overdraft Agreement are part of a long-term financing package designed to finance general corporate needs and to ensure security of financing for the Group companies through the umbrella nature of limit allocation 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).
Legal basis: Art. 17(1) of MAR – Inside information
Further to Current Report No. 25/2015 of April 23rd 2015, the Management Board of Grupa Azoty S.A. (the “Company” or “Borrower”) announces that on June 29th 2018 the Company signed with Powszechna Kasa Oszczędności Bank Polski S.A. (“PKO BP S.A.”), Bank Gospodarstwa Krajowego (“BGK”), Bank Zachodni WBK S.A. (“BZ WBK S.A.”) and ING Bank Śląski S.A. (“ING BSK S.A.”), acting jointly as the “Lenders”, an agreement (the “Amending Agreement”) amending and modifying the revolving credit facility agreement of April 23rd 2015 (the “Facility” and the “Agreement”) in order to increase the total amount available under the Facility from PLN 1.5bn to PLN 3bn, including the refinancing of the existing Tranche A of PLN 1.5bn under the Revolving Credit Facility and the granting of new Tranche B of PLN 1.5bn under the Term Facility, as well as to set the repayment period for up to seven (7) years from the date of the Amending Agreement for both tranches of the Facility.
The Amending Agreement was concluded between the Company and PKO BP S.A. as the Facility Agent, Security Agent and Lender, BGK, BZ WBK S.A. and ING BSK S.A. as the Arrangers and Lenders, with the proviso that with respect to new Tranche B of the Term Facility, PKO BB S.A., BGK and ING BSK S.A. acted as the Lenders.
All amounts drawn under the Facility will be used to finance general corporate needs of the Company and the key subsidiaries of its Group: 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”), as well as to refinance a part of the existing debt and indirectly refinance a part of the Key Subsidiaries’ debt, through the Borrower’s providing financing to the Key Subsidiaries from funds drawn under the Facility.
The Lenders’ claims under the Agreement will be secured by the following security instruments, replacing the analogous instruments under the Agreement of April 23rd 2015:
1) sureties provided by each of the Key Subsidiaries under the surety agreement concluded on June 29th 2018 between the Lenders and the Borrower and the Key Subsidiaries, up to an amount equal to 1/3 (one-third) of 120% of the increased amount of the Facility (i.e. up to PLN 1.2bn), in respect of the Borrower’s liabilities arising under the Agreement and covered by the surety agreement;
2) the Borrower’s declarations of voluntary submission to enforcement under the Agreement, up to an amount equal to 120% of each Lender’s commitment;
3) a declaration of voluntary submission to enforcement made by each of the Key Subsidiaries under the sureties provided by them, up to an amount equal to 100% of each surety amount;
4) powers of attorney over the Borrower’s bank accounts granted to the Security Agent, authorising the Security Agent to withdraw funds from those accounts to repay the Borrower’s liabilities under the Agreement as they fall due.
The Facility Agreement also imposes certain restrictions on the Company and the Key Subsidiaries as surety providers, including restrictions on disposal or encumbering of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities, above the consolidated net debt to EBITDA ratio values agreed with the Lenders, which have been or are to be made consistent with other agreements for long-term financing signed by the Company.
The Facility bears interest at an annual rate equal to the sum of a reference rate and a relevant margin.
The Agreement is part of a long-term financing package, intended for financing the Grupa Azoty Group’s general corporate needs, including the strategy and the investment programme. On January 25th 2018, Grupa Azoty concluded a EUR 145m long-term credit facility agreement with the European Investment Bank (see Current Report No. 2/2018 of January 25th 2018). The material terms and conditions of the long-term financing agreements referred to above are harmonised.
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: 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 28th 2018, 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 2018, item 512, as amended).
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 28th 2018, together with the results of voting.
The Company’s Management Board also publishes, attached to this report, a draft resolution which was put to the vote at the Company’s Annual General Meeting but was not carried.
The documents on which the Annual General Meeting voted with respect to Resolutions No. 3–26 are available on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html
During the Annual General Meeting, objections were raised with respect to Resolution No. 1 on the appointment of the Chairperson of the Extraordinary General Meeting, Resolution No. 3 on the approval of the Company’s separate financial statements for 2017, Resolution No. 4 on the approval of the Grupa Azoty Group’s consolidated financial statements for 2017 and Resolution No. 8 on the allocation of net profit for 2017, with a request that the objections be recorded in the minutes.
The Annual General Meeting left unaddressed item 14 of the agenda: ‘Resolutions to change the composition of the Company’s Supervisory Board’, because shareholders submitted no proposals to remove or appoint Supervisory Board members.
Legal basis: Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757)
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Reports No. 19/2018 of May 17th 2018, No. 23/2018 of May 30th 2018, and No. 25/2018 of June 1st 2018, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 28th 2018 the Company’s Annual General Meeting passed a resolution to pay dividend for 2017.
1. The amount allocated to dividend payments is PLN 123,994,355.00.
2. Dividend per share is PLN 1.25.
3. Dividend will be paid on all Company shares (99,195,484 shares).
4. The dividend record date is July 25th 2018.
5. The dividend payment date is August 8th 2018.
Legal basis: Par. 19.2 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).
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 20th 2018 the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association, reflecting the amendments approved by Resolution No. 3 of the Extraordinary General Meeting of June 7th 2018.
The amendments to the Articles of Association will take effect as of the date of their registration by the registry court. The Company will announce the registration of amendments to the Articles of Association in a current report promptly upon receiving information that the registry court issued a relevant decision.
The consolidated text of the Articles of Association, adopted by the Company’s Supervisory Board, is attached to this report.
The amendments to the Articles of Association are presented in detail in Current Report No. 27/2018 of June 7th 2018.
Legal basis: Par. 5.1 and in conjunction with Par. 6.4 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).
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 June 7th 2018, 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 2018, item 512, as amended).
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 June 7th 2018, together with the results of voting on the resolutions.
The documents being the subject of Resolutions No. 3, 4, 5 and 6, voted on at the Extraordinary General Meeting, have been published on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html
During the Extraordinary General Meeting, objections were raised with respect to Resolution No. 1 on appointment of the Chairperson of the Extraordinary General Meeting and Resolution No. 6 concerning the Rules of Procedure for the General Meeting of Grupa Azoty S.A. of Tarnów, with a request that they be recorded in the minutes.
Legal basis: Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended). – current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Annual General Meeting convened for June 28th 2018.
In addition, the Management Board publishes, attached hereto, the previously unpublished documents relating to matters to be considered at the 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).
Legal basis: Article 17.1 of MAR – Inside information
Further to Current Reports No. 16/2018 of May 9th 2018 and No. 23/2018 of May 30th 2018, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 1st 2018 the Company’s Supervisory Board resolved to endorse the Management Board’s recommendation to the Annual General Meeting proposing the following dates in relation to payment of dividend for 2017:
- June 25th 2018 as the dividend record date, i.e. the date on which the list of shareholders entitled to receive dividend for the financial year from January 1st to December 31st 2017 is determined;
- August 8th 2018 as the dividend payment date.
A final decision on the 2017 profit allocation will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L 2014 No. 173, page 1).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Art. 395.1, Art. 395.2, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1 of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP): 873-000-68-29, with a share capital of PLN 495,977,420 (paid up in full), hereby convenes the Annual General Meeting of Grupa Azoty S.A. to be held on June 28th 2018, at 10:00 am, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
The total number of Grupa Azoty shares is 99,195,484. As at June 28th 2018, the number of votes attached to these shares is 99,195,484.
AGENDA:
1. Opening of the Meeting.
2. Appointment of the Chair of the Meeting and preparation of the attendance list.
3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.
4. Adoption of the agenda.
5. Review of the Supervisory Board’s reports:
6. Review and approval of the separate financial statements of Grupa Azoty S.A. for the 12 months ended December 31st 2017.
7. Review and approval of the consolidated financial statements of the Grupa Azoty Group for the 12 months ended December 31st 2017.
8. Review and approval of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations in the 12 months ended December 31st 2017.
9. Review and approval of the Grupa Azoty Group’s consolidated report on payments to governments in 2017.
10. Review and approval of the non-financial statement of the Grupa Azoty Group for 2017.
11. Resolution on allocation of net profit for the financial year 2017 and on dividend payment.
12. Resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st–December 31st 2017.
13. Resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st–December 31st 2017.
14. Resolutions to change the composition of the Supervisory Board.
15. Current information for the Shareholders.
16. Closing of the Meeting.
Right to participate in the General Meeting
Pursuant to Art. 4061.1 of the Commercial Companies Code, persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at June 12th 2018 (the record date), have the right to participate in the Meeting. To ensure participation in the General Meeting, holders of rights under book-entry bearer shares should submit a request to the entity keeping their securities account for the issue of personal certificates confirming their right to participate in the General Meeting of Grupa Azoty S.A. Such requests should be submitted on or after the publication of this notice of the General Meeting, i.e. not earlier than May 30th 2018, and not later than on the first weekday following the record date, i.e. not later than June 13th 2018. The certificates confirming the right to participate in the Annual General Meeting will serve as the basis for preparation of records submitted to the entity operating the depository for securities in accordance with the laws and regulations governing trade in financial instruments. A list of shareholders entitled to participate in the Annual General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the General Meeting, i.e. on June 25th, 26th and 27th 2018, from 8:00 am to 3:00 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. Such request may be submitted in electronic form to the Company’s email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the General Meeting through a proxy
Shareholders may participate in the Annual General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons. A proxy may exercise all the shareholder's rights at the Annual General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account. A power of proxy to participate in the Annual General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company makes a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate. The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company. It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Annual General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Annual General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Meeting, that is by June 7th 2018. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or by letter to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Annual General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland. Draft resolutions on matters placed on the agenda may be submitted by all shareholders during the Annual General Meeting. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Annual General Meeting, including draft resolutions, will be available at the Company's registered office and on the Company's website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the General Meeting. Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757). Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Annual General Meeting (the “AGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote, other persons authorised to exercise voting rights at the AGM, as well as personal data disclosed during the Meeting (jointly referred to as the “Shareholders” or “you”).
Therefore, the Company states that:
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).
Legal basis: Article 17.1 of MAR – Inside information
Further to Current Report No. 16/2018 of May 9th 2018, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 30th 2018 it resolved to propose the following dates relating to payment of dividend for 2017:
In addition, the Management Board requested the Company’s Supervisory Board for an opinion on the proposed dates relating to payment of dividend, to subsequently submit the proposal to the Company’s Annual General Meeting for approval.
The final decision on the dividend record date and dividend payment date will be made by the Company’s 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).
Legal basis: Art. 17(1) of MAR – Inside information
Further to Current Report No. 24/2018 issued on March 24th 2018 by Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of Grupa Azoty S.A. (the “Company”), the Company’s Management Board announces that in the face of:
on May 24th 2018, Grupa Azoty Police signed an annex to the Termination Agreement, amending the finalisation terms as follows:
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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 17/2018 of May 11th 2018, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 19th 2018 it received a draft resolution proposed by the shareholder State Treasury, pursuant to Art. 401.4 of the Commercial Companies Code and Art. 44.8 of the Company’s Articles of Association, concerning matters included on the agenda of the Company’s Extraordinary General Meeting convened for June 7th 2018. A draft resolution referring to item 5 of the agenda “Resolution to adopt amendments to the Articles of Association of Grupa Azoty S.A." is attached as an appendix to this report.
Further, the Company publishes a list of proposed amendments to the Articles of Association of Grupa Azoty S.A., including amendments referred to above and those announced in Current Report No. 17/2018 of May 11th 2018.
Appendices:
1. Draft resolution proposed by the shareholder State Treasury,
2. Proposed amendments to the Articles of Association.
Legal basis: Par. 19.1.4 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).
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, at its meeting held on May 17th 2018 the Company Supervisory Board, acting pursuant to Art. 368.4 of the Commercial Companies Code and Art. 24.1 and Art. 32.1 of the Company’s Articles of Association, passed resolutions to appoint the following persons to the Management Board of Grupa Azoty S.A. for the new 11th term of office:
Wojciech Wardacki – as President of the Management Board,
Paweł Łapiński – as Vice President of the Management Board,
Grzegorz Kądzielawski – as Vice President of the Management Board,
Witold Szczypiński – as Vice President of the Management Board,
Mariusz Grab – as Vice President of the Management Board,
Artur Kopeć – as Member of the Management Board.
In addition, the Supervisory Board validated the election held between March 22nd and April 11th to elect an employee representative to the Company’s Management Board, and confirmed the election of Artur Kopeć as Member of the Management Board for the 11th term of office.
The effective date of the relevant resolutions is May 17th 2018.
The persons appointed to the Management Board are not engaged in any activities 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, nor members of governing bodies of any corporation or of any other 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.
Wojciech Wardacki has been serving as President of the Grupa Azoty Management Board since December 16th 2016.
Grzegorz Kędzielawski has been serving as Vice President of the Grupa Azoty Management Board since June 20th 2017.
Paweł Łapiński has been serving as Vice President of the Grupa Azoty Management Board since May 20th 2016.
Witold Szczypiński has served as Vice President of the Management Board twice: from March 14th 2008 to June 14th 2011 and from October 20th 2011 to date (from June 14th 2011 to October 20th 2011, Witold Szczypiński was Member of the Management Board).
Mariusz Grab was appointed as Vice President of the Management Board on May 17th 2018.
Artur Kopeć has been serving as Member of the Management Board since February 17th 2012.
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).
Legal basis: Article 17.1 of MAR – Inside information
Further to Current Report No. 16/2018 of May 9th 2018, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 17th 2018 the Company Supervisory Board approved the Management Board’s proposal for the Annual General Meeting to allocate the 2017 net profit of PLN 354,792,505.28 (three hundred and fifty-four million, seven hundred and ninety-two thousand, five hundred and five złoty, 28/100) in accordance with the Management Board’s resolution of May 9th 2018, i.e.:
PLN 123,994,355.00, i.e. PLN 1.25 per share, to be paid as dividend to Shareholders;
PLN 178,420,719.46 to be transferred to statutory reserve funds;
PLN 52,377,430.82 to cover retained losses.
A final decision on the 2017 profit allocation will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Extraordinary General Meeting convened for June 7th 2018.
In addition, the Management Board publishes, attached hereto, the previously unpublished documents relating to matters to be considered at the 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1 of Grupa Azoty S.A.’s Articles of Association in conjunction with Art. 9.2.7 of the Rules of Procedure for the Management Board, 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 June 7th 2018, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
The total number of Grupa Azoty shares is 99,195,484. As at May 11th 2018, the number of votes attached to these shares is 99,195,484.
AGENDA:
1. Opening of the General Meeting.
2. Appointment of the Chair of the Meeting and preparation of the attendance list.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Resolution to adopt amendments to the Articles of Association of Grupa Azoty S.A.
6. Resolution to adopt the ‘Rules for disposal of non-current assets of Grupa Azoty S.A.’.
7. Resolution to adopt the Rules for recruitment and selection of members of the Management Board of Grupa Azoty S.A.
8. Resolution to adopt the Rules of Procedure for the General Meeting of Grupa Azoty Spółka Akcyjna of Tarnów.
9. Closing of the General Meeting.
Right to participate in the General Meeting
Pursuant to Art. 4061.1 of the Commercial Companies Code, persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at May 22nd 2018 (the record date), have the right to participate in the Meeting. To ensure participation in the General Meeting, holders of rights under book-entry bearer shares should submit a request to the entity keeping their securities account for the issue of personal certificates confirming their right to participate in the General Meeting of Grupa Azoty S.A. Such requests should be submitted on or after the publication of the notice of the General Meeting, i.e. May 11th 2018, and no later than on the first weekday following the record date, i.e. May 23rd 2018. The certificates confirming the right to participate in the General Meeting will serve as the basis for preparation of records submitted to the entity operating the depository for securities in accordance with the laws and regulations governing trade in financial instruments. A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the Meeting, i.e. on June 4th, 5th and 6th 2018, from 8am to 3pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the 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 shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company makes a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company. It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Meeting, that is by May 17th 2018. 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
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the General Meeting. Additionally, draft resolutions and documents to be discussed at the General Meeting, relevant to the resolutions to be voted on and not published earlier, will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018(Dz.U. of 2018, item 757). Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.
Draft amendments to the Articles of Association of Grupa Azoty S.A. (item 5 of the agenda)
The Extraordinary General Meeting resolves to make the following amendments to the Articles of Association of GRUPA AZOTY S.A.:
I. The existing wording of Art. 33.3 of the Articles of Association, reading:
3. The Supervisory Board shall appoint the Audit Committee from among its members. The tasks of the Audit Committee should be defined in compliance with applicable laws. A majority of the Audit Committee members, including its chairperson, should meet the independence criteria defined in applicable laws, and at least one member of the Audit Committee should have expertise and competence in accounting or auditing of financial statements. The Audit Committee members should also have the knowledge of and skills required in the industry in which the Company operates.
shall be amended to read as follows:
3. The Supervisory Board shall appoint the Audit Committee from among its members. The tasks of the Audit Committee should be defined in compliance with applicable laws. A majority of the Audit Committee members, including its chairperson, should meet the independence criteria defined in applicable laws, and at least one member of the Audit Committee should have expertise and competence in accounting or auditing of financial statements. The Audit Committee members should also have the knowledge of and skills required in the industry in which the Company operates. This requirement shall be deemed met if at least one Audit Committee member has such knowledge and skills or individual members have knowledge and skills specific to different aspects of the industry in which the Company operates.
II. The existing wording of Art. 34.4 of the Articles of Association, reading:
4. At least two members of the Supervisory Board shall be independent members that meet all of the independence criteria set out in Annex II to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (EU OJ L 52/52 of 2005).
shall be amended to read as follows:
4. At least two (2) members of the Supervisory Board should meet the independence criteria defined in applicable laws, at least one (1) member of the Supervisory Board should have expertise and competence in accounting or auditing of financial statements, and at least one (1) member of the Supervisory Board should have the knowledge of and skills required in the industry in which the Company operates.
III. In Art. 34 of the Articles of Association, after Art. 34.4, new Art. 34.5 shall be added, reading as follows:
5. If the number of Supervisory Board members meeting the specific criteria defined in Art. 34.4 falls below the required number, the Management Board shall promptly convene a General Meeting whose agenda shall include changes to the composition of the Supervisory Board. Until the number of members of the Supervisory Board is changed to meet the requirements stipulated in the Articles of Association, the Supervisory Board shall operate in its then current composition.
IV. The existing wording of Art. 35.1 of the Articles of Association, reading:
1. In the composition of the Supervisory Board there are members elected by the Company employees pursuant to Art. 14 of the Act on Commercialisation and Certain Employee Rights.
shall be amended to read as follows:
1. In the composition of the Supervisory Board there are members elected pursuant to Art. 14 of the Act on Commercialisation and Certain Employee Rights.
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).
Legal basis: Article 17.1 of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that, on May 9th 2018, it passed a resolution to propose to the Annual General Meeting that the net profit for 2017, of PLN 354,792,505.28, be allocated as follows:
Pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board’s proposal will be submitted to the Supervisory Board for its opinion. A final decision on the 2017 profit allocation will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1,as amended).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Report No. 47/2017 of October 18th 2017 and Current Report No. 49/2017 of November 8th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 10th it was notified of the registration of the share capital increase at PDH Polska S.A. (“PDH Polska”), made by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, on April 9th 2018.
Following the registration, the share capital of PDH Polska was increased from PLN 180,000,000 to PLN 304,000,000 (including paid-up share capital of PLN 211,000,000). The remaining part of the share capital will be paid up by the shareholders of PDH Polska by September 1st 2018, as was announced by the Company on October 18th 2017 in Current Report No. 47/2017 and by Grupa Azoty Zakłady Chemiczne Police S.A., the Company’s subsidiary, in its Current Report No. 40/2017. Currently, the total number of shares of all issues is 30,400,000 (to date, it was 18,000,000 and the number has erroneously not been deleted from the register as at this report date) with a par value of PLN 10 per share.
The Company has taken up 9,400,000 new shares, with a par value of PLN 10 per share and total value of PLN 94m (at an issue price equal to their par value), in the increased share capital of PDH Polska. The Company is a shareholder of PDH Polska, alongside its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 9th 2018 Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of the Company, concluded with Office Chérifien des Phosphates (“OCP”) of Casablanca, Morocco (as the seller) a contract for purchase of Morrocan phosphate rock (the “Contract”). See Current Report No. 11/2018 of April 9th 2018.
The Contract was executed for a definite period from January 1st 2018 to December 31st 2020 and defines a specific schedule and other commercial terms of the deliveries. The value of the deliveries to be made under the Contract is estimated at approximately PLN 350,000,000.00.
The other terms and conditions do not differ from standard terms used in contracts of this type.
Information on execution of the Contract was classified as inside information by the Company because it refers to securing supplies of phosphate rock, the key raw material for production of compound fertilizers, in quantities sufficient to satisfy Grupa Azoty’s demand for that material in the next three years.
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 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 2017:
Revenue: PLN 9,617m
EBITDA: PLN 1,187m
EBITDA net of one-off items: PLN 1,262m
Net profit/(loss): PLN 489m
The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are estimates and may be changed. The consolidated full-year report for 2017 will be issued on April 19th 2018, as announced by the Company in Current Report No. 11/2018 of March 29th 2018.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 17(1) of MAR – Inside information
Further to Current Report No. 9/2018 issued on March 29th 2018 by Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of Grupa Azoty S.A. (the “Company”), the Company’s Management Board announces that on March 29th 2018 African Investment Group S.A., a subsidiary of Grupa Azoty Police and an indirect subsidiary of the Company, with a share capital of three hundred and forty million CFA francs (equivalent to PLN 2,169 thousand, translated at the average exchange rate effective as at March 28th 2018) and registered office in Dakar, Senegal, entered in the Trade and Personal Property Credit Register, acting through its legal representative Mr Sławomir Lipkowski, Chief Executive Officer, declared that it was insolvent. Therefore, on March 29th 2018 African Investment Group S.A. filed a bankruptcy petition with the Commercial Court of Dakar.
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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 1/2018 of January 16th 2018, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2017 has been postponed from April 5th 2017 to April 19th 2018. Furthermore, the Company’s Management Board announces that the release date for the consolidated report on payments to governments for 2017 has been changed to April 19th 2018.
Given the above, the Management Board announces dates of submitting periodic reports in 2018 as per the following schedule:
1. First and third quarter interim results:
- Q1 2018 extended consolidated report – May 10th 2018
- Q3 2018 extended consolidated report – November 8th 2018
2. Half year interim results:
- H1 2018 extended consolidated report – August 28th 2018
3. Full year results:
- 2017 separate full year report – April 19th 2018
- 2017 consolidated full year report – April 19th 2018
The consolidated report on payments to government will be released on April 19th 2018.
Legal basis: Par. 103.2 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of a one-off non-monetary event on the financial statements of the Company.
On March 26th 2018, the Company’s Management Board resolved to recognise in the Company’s separate financial statements an impairment loss on the Company’s shareholding in Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (“Grupa Azoty Siarkopol”):
The effect of the impairment recognition on the Company’s separate performance in 2017 is as follows: effect on net profit/loss: PLN -18.1m.
Following impairment tests carried out at Grupa Azoty Siarkopol, a subsidiary, and an analysis of the size of sulphur deposits available for extraction, the above assets were tested for impairment.
As a result, the Company’s Management Board resolved to recognise the following impairment losses in the consolidated financial statements:
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(4) of MAR – Inside information
Acting pursuant to Article 17(4) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), the Management Board of Grupa Azoty S.A. (the “Company”) hereby publishes the following inside information whose disclosure was delayed under Article 17(4) of the MAR.
The inside information whose disclosure was delayed:
“In connection with the adoption by the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of the Company, on March 7th 2018, of a resolution to recognise as at December 31st 2017 an impairment loss for the entire amount of intangible assets classified as exploration and evaluation assets relating to AFRIG SA, in the amount of XOF 5,854,799 thousand ( PLN 37,178 thousand, translated at the mid exchange rate quoted by the National Bank of Poland for December 31st 2017), the Management Board of Grupa Azoty S.A. decided to delay the disclosure of this information. The impairment loss will be disclosed in Grupa Azoty Police’s and the Company’s consolidated financial statements for 2017.
The conditional settlement agreement (termination agreement) was announced by the Company on March 1st 2018 in Current Report No. 5/2018.”
The disclosure of the above inside information was delayed until March 17th 2018 given that DGG Eco Sp. z o.o. declared that it would continue its efforts to satisfy the conditions for finalising the settlement agreement by an additional deadline.
In accordance with the third subparagraph of Article 17(4) of the MAR, the Company will, immediately after the publication of this Current Report, notify the Polish Financial Supervision Authority of the delayed disclosure of the inside information by providing a written explanation of how the conditions set out in Article 17(4) (a)–(c) of the MAR were met.
Legal basis: Article 17(4) in conjunction with 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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 6/2018 issued on March 17th 2018 by Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of Grupa Azoty S.A. (the “Company”), the Company’s Management Board announces that due to non-payment by DGG Eco Sp. z o.o. of the first tranche of the reimbursement of the purchase price of shares in African Investment Group S.A. and failure to provide a bank guarantee securing the reimbursement of the remaining part of the price, the conditional settlement agreement concluded between Grupa Azoty Police and DGG Eco Sp. z o.o., as announced by the Company in Current Report No. 56/2017 of December 20th 2018 and Current Report No. 5/2018 of March 1st 2018, was not finalised by the declared additional deadline.
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: Art. 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (“Company” or “Buyer”) announces that on March 1st 2018 the Company and its subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. (jointly: “Consumers” and each of them separately: “Consumer”) signed with Polska Grupa Górnicza S.A. of Katowice (“Seller”) (together referred to as “Parties”) bilateral coal sale contracts (“Contracts”).
The subject matter of the Contracts is the sale of thermal coal produced at the Seller’s mines and intended for consumption at the Consumers in quantities specified in the respective Contracts, based on uniform business terms for the Consumers. The total estimated value of all the Contracts is approximately PLN 212.5m (VAT exclusive) per annum.
The Contracts were concluded for an indefinite term with effect as of January 1st 2018, and provide for annual delivery periods.
For a failure to deliver or to take the agreed quantity of basic coal volume in an annual delivery period (with the proviso that a failed transaction may be settled within the annual period), the failing Party may be liable to pay a contractual penalty of 10% of the value (VAT exclusive) of the coal not delivered or not taken, as the case may be, at the price computed based on the price quoted in the price lists effective in a given annual delivery period. Within the quantities provided for in the Contracts, the Parties allow for the possibility of selling the coal to and using it by each Consumer which is a Grupa Azoty Group member.
Each of the Parties has the right to terminate the Contract subject to a 24-months’ notice period without giving any reason, with effect as of the end of the calendar year in which the notice period expired. The other terms and conditions do not differ from standard terms used in agreements of this type.
The Contracts are considered material to the Company given that Polska Grupa Górnicza S.A. is a strategic supplier of thermal coal to Grupa Azoty, and the concluded Contracts will satisfy a material portion of demand for this 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 70% of demand from Grupa Azoty S.A. They will also supplement up to about 15% Grupa Azoty Zakłady Azotowe Puławy S.A.'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).
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 received a resignation statement from Mr Tomasz Hinc, Member of the Management Board of Grupa Azoty S.A., effective as of March 4th 2018.
Tomasz Hinc was Vice President of the Management Board of Grupa Azoty S.A.
He did not specify the reasons for his resignation.
Legal basis: Par. 5.1.21 in conjunction with Par. 27 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17(1) of MAR – Inside information
Further to Current Report No. 4/2018 issued on March 1st 2018 by Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of Grupa Azoty S.A. (the “Company”), the Company’s Management Board announces that due to non-payment by DGG Eco Sp. z o.o. of the first tranche of reimbursement of the purchase price for shares in African Investment Group S.A. by February 28th 2018 and failure to provide a bank guarantee securing the reimbursement of the remaining part of the price, the conditional settlement agreement concluded between Grupa Azoty Police and DGG Eco Sp. z o.o., as announced by the Company in Current Report No. 56/2017 of December 20th 2017, was not finalised by the agreed deadline. Grupa Azoty Police has also announced that it is holding talks with DGG Eco Sp. z o.o., which is continuing the efforts aimed at fulfilling the conditions for finalising the agreement and has specified March 16th 2018 as the deadline.
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: Art. 17.1 of MAR − Inside information
The Management Board of Grupa Azoty S.A. („the Company”) informs that on February 16th 2018 the Company submitted a non-binding indicative offer to acquire 100 % shares in COMPO EXPERT Group companies.
COMPO EXPERT Group headquartered in Germany is the largest independent, global manufacturer of high value–added specialty fertilizers for professional end-users. It is owned by London headquartered global alternative investments firm XIO Group.
COMPO EXPERT products would complement Grupa Azoty’s portfolio to include advanced solutions in specialty fertilizers 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).
Legal basis: Art. 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”, “Buyer”) announces that on February 6th 2018 the Company and its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Seller”), hereinafter referred to as the “Parties”, signed a framework agreement for the supply of liquid ammonia (the “Agreement”).
Conclusion of the Agreement is part of the Parties’ production programmes for fertilizer lines and secures the supply of ammonia for the fertilizer production processes at Grupa Azoty S.A.
The Agreement was executed for an indefinite period starting on January 1st 2018 and defines a specific schedule and other commercial terms of the deliveries. The annual value of the Agreement is estimated at approximately PLN 113m (VAT exclusive).
The Agreement may be terminated by either Party on six months’ notice.
The terms and conditions of the Agreement do not provide for additional contractual penalties. The other terms and conditions do not differ from standard terms used in agreements of this type.
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: Art. 17(1) of MAR – Inside information
Further to Current Report No. 38/2015 of May 28th 2015, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 25th 2018 the Company and the European Investment Bank of Luxembourg (“EIB”) signed a new credit facility agreement for long-term financing and an annex to the long-term financing agreement of May 28th 2015.
The Company executed the new credit facility agreement (“EIB Agreement II”) to obtain financing of up to EUR 145,000,000, and the Key Subsidiaries, namely 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”), executed with the EIB a new guarantee agreement under which the Key Subsidiaries, acting as Guarantors, provided guarantees covering the Company’s liabilities under the EIB Agreement II, with each guarantee covering up to one-third (1/3) of 120% of the amount provided under EIB Agreement II, i.e. up to EUR 58,000,000.
The Company and the EIB also executed an annex to the up to PLN 550,000,000 credit facility agreement of May 28th 2015 (“EIB Agreement I”) in order to harmonise the material terms and conditions of EIB Agreement I and EIB Agreement II.
The EUR 145m EIB Agreement II was concluded for a period of up to ten years from the date of disbursement of the financing, and the facility is to be repaid in instalments, starting within three years from the disbursement date.
In the EIB Agreements, the Company agreed to incur capital expenditure on selected projects in its investment and research and development programme, whose implementation is in line with the EIB’s policy. The Agreements also contain an obligation to submit reports (periodic reports and a final report) which must specify the cost of the projects and research and development.
The EIB Agreements include provisions which impose certain restrictions on the Company and on the Key Subsidiaries, for instance restrictions on making dispositions with respect to their material assets or encumbering such assets, provision of loans and guarantees, payment of dividends and incurring financial liabilities, above the agreed consolidated net debt to EBITDA ratio values, harmonised or to be harmonised with other agreements for long term-financing of the Company.
The other terms of the EIB Agreements do not differ from standard terms used in agreements of such type.
The EIB Agreements are an integral part of the Company’s long-term financing package intended for the financing of the Grupa Azoty Group’s general corporate needs, including the strategy as well as the investment and research and development programme.
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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company”) will announce its 2017 full year results and 2018 interim results as per the following schedule:
1. First and third quarter interim results:
- Q1 2018 complete consolidated report – May 10th 2018
- Q3 2018 complete consolidated report – November 8th 2018
2. Half year interim results:
- H1 2018 complete consolidated report – August 28th 2018
3. Full year results:
- 2017 separate full year report – April 5th 2018
- 2017 consolidated full year report – April 5th 2018.
The Company’s Management Board also announces that the consolidated report on payments to governments in 2017 will be released on April 5th 2018.
Furthermore, the Company’s Management Board announces that no separate (non-consolidated) quarter results will be published by the Company, as permitted under Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended) (the “Regulation”). The consolidated quarter reports will incorporate separate (non-consolidated) quarter condensed consolidated financial statements and quarterly financial information.
Further, the Company will not publish separate or consolidated quarter results for Q4 2017 and Q2 2018, as permitted under Par. 101.2 of the Regulation.
Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 83.3 of the Regulation.
Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17(1) of MAR – Inside information
Further to Current Report No. 43/2017 issued on December 20th 2017 by Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of Grupa Azoty S.A. (the “Company”), the Company’s Management Board announces that on December 20th 2017 Grupa Azoty Police and DGG ECO Sp. z o.o. concluded a conditional agreement (confirmed by a court settlement) regarding Grupa Azoty Police’s claims for reimbursement of undue tranches of the purchase price for 55% of the shares in African Investment Group S.A. of Dakar (“AFRIG S.A.”). The agreement is to be consummated by way of mutual confirmation of the termination and reversal of the effects of an agreement of August 28th 2013 based on which Grupa Azoty Police had acquired a majority interest in AFRIG S.A., having paid a total of USD 28,850,000.00 towards the purchase price. Reversal of the effects of the above-mentioned agreement is to include a reimbursement to Grupa Azoty Police of all amounts paid by it for the shares in AFRIG S.A. against re-transfer of the shares to DGG ECO Sp. z o.o. The agreement is to be consummated by February 28th 2018 provided that the requisite corporate approvals are granted by that date, and that Grupa Azoty Police receives the first tranche of the price reimbursement along with a bank guarantee securing reimbursement of the balance, which is to be made in quarterly instalments, the last payable by December 31st 2022. The guarantee would also partly secure repayment by AFRIG S.A. of a credit facility of up to EUR 22,000,000.00 contracted by AFRIG S.A. and Grupa Azoty Police, the servicing and repayment of which is to be continued by AFRIG S.A. Consummation of the agreement is also to result in cancellation of AFRIG S.A.’s liabilities towards Grupa Azoty Police, except for any claims arising in connection with repayment of the credit facility.
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).
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 vote at the Extraordinary General Meeting held on December 7th 2017, 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 2016, item 1639 as amended).
Legal basis: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 held on December 7th 2017.
An objection to Resolution No. 3 on adoption of the agenda was raised and recorded in the minutes.
Legal basis: Par. 38.1.7 and Par. 38.1.9 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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 7th 2017 Mr Michał Gabryel was appointed to the Company’s Supervisory Board during the Extraordinary General Meeting. The new member of the Company’s Supervisory Board was appointed by way of a statement made in accordance with Art. 16.2 of the Company’s Articles of Association by a representative of the shareholder State Treasury.
Furthermore, by way of Resolution No. 4 of the Extraordinary General Meeting, Tomasz Karusewicz, Deputy Chairperson of the Supervisory Board, was appointed Chairperson of the Supervisory Board. The Resolution on appointment of the Chairperson of the Company’s Supervisory Board became effective as of its date.
The newly appointed Member of the Supervisory Board 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, nor a member of a governing body of any other competing legal person.
In the representation provided to the Company, the new Member of the Supervisory Board further states that he is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Management Board publishes, attached hereto, a biographical note on the new Member of the Supervisory Board.
Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis:Art. 17(1) of MAR – Inside information
Further to Current Report No. 46/2017 of October 12th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 10th 2017 the General Meeting of PDH Polska S.A., a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A., adopted resolutions to:
as presented on October 5th 2017 by the Management Board of PDH Polska S.A. and approved by its Supervisory Board on October 12th 2017, in accordance with the information announced by the Company in Current Reports No. 43/2017 and No. 46/2017.
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). L 173/1 z późn. zm.).
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 December 7th 2017.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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 for December 7th 2017, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
The total number of Grupa Azoty S.A. shares is 99,195,484. As at December 7th 2017, the number of votes attached to these shares is 99,195,484.
AGENDA:
Right to participate in the Extraordinary General Meeting
Pursuant to Art. 406[1].1 of the Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the Extraordinary General Meeting, i.e. as at November 21st 2017 (the record date), have the right to participate in the Meeting.
To ensure participation in the Extraordinary General Meeting, holders of rights under book- entry bearer shares should submit a request for the issue of a personal certificate confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty S.A. with the entity keeping their securities account. The requests should be submitted on or after the publication of the notice of Extraordinary General Meeting, i.e. November 10th 2017 and no later than on the first weekday following the record date, i.e. November 22nd 2017. The 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 depository for securities in accordance with the laws and regulations governing trade in financial instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the Extraordinary General Meeting, i.e. on December 4th, 5th and 6th 2017, from 8am to 3pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##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 the persons authorised to represent the legal person. A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company makes a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of powers of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identification of the principal applies accordingly to a notification of revoking of powers of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company. It is the shareholder who decides on the way of granting the power of proxy and the Company is not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending 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 certain matters 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 November 16th 2017. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
During the Extraordinary General Meeting, any shareholder may submit draft resolutions on matters placed on the agenda. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholder section of the Company’s website www.grupaazoty.com.
Legal basis: Par. 38.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis:Art. 17.1 of MAR – Inside information
Further to Current Report No. 47/2017 of October 18th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 8th 2017 the Company Supervisory Board passed a resolution to approve the acquisition of 9,400,000 new Series D registered shares in PDH Polska S.A., with a par value and issue price of PLN 10 per share and a total value of PLN 94,000,000.
The new Series D registered shares will be acquired in a private placement following PDH Polska S.A.’s invitation for the Company to acquire the shares with pre-emptive rights of the existing shareholders waived in full, with payment dates as follows:
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:Art. 17.1 of MAR – Inside information
Further to Current Report No. 42/2017 of September 23rd 2017, the Management Board of Grupa Azoty S.A. announces that on October 31st 2017, having completed a due diligence review of the company, it resolved to withdraw from the acquisition of shares in Petrokemija d.d. of Kutina, Croatia.
Additional analyses have identified risks which, in accordance with Grupa Azoty’s corporate standards, are too high and preclude its continued participation in the 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, L 173/1, as amended).
Legal basis: Art. 17(1) of MAR – Inside information
Further to Current Report No. 43/2017 of October 5th 2017 and Current Report No. 46/2017 of October 12th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 18th 2017 it passed a resolution to acquire 9,400,000 new Series D registered shares in PDH Polska S.A.
The resolution provides for the acquisition of 9,400,000 new Series D registered shares in PDH Polska S.A., with a par value and issue price of PLN 10 per share and a total value of PLN 94,000,000.
The acquisition will be effected by the Company subscribing for the new shares in the increased share capital ofPDH Polska S.A.
The new Series D registered shares will be acquired in a private placement after PDH Polska S.A. invites the Company to acquire shares with a par value of PLN 94,000,000 with the pre-emptive rights of the existing shareholders waived in full.
It has been agreed that payments for the new shares will be made by the Company as follows:
1) PLN 23,500,000 will be paid by March 1st 2018;
2) PLN 70,500,000 will be paid by September 1st 2018.
In order to implement the resolution, the Management Board will request the Supervisory Board for its approval of 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). L 173/1, as amended).
Legal basis: Art. 17(1) of MAR – Inside information
Further to Current Report No. 43/2017 of October 5th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 12th 2017 the Supervisory Board of PDH Polska S.A., a subsidiary of the Company and of Grupa Azoty Zakłady Chemiczne Police S.A., adopted a resolution approving changes to the ‘PDH propylene production unit and related infrastructure’ project and the acquisition of non-current assets necessary to implement the project in its revised scope.
Under the resolution, the Supervisory Board of PDH Polska S.A. approved a modification to the ‘PDH propylene production unit and related infrastructure’ project which consists in adding a polypropylene unit to the project scope. The Supervisory Board also gave its approval for the acquisition of non-current assets for the modified project, and issued a favourable opinion on the Management Board’s proposal that the General Meeting approve the modifications to the project and acquisition of non-current assets necessary to implement the project.
In addition, approval was given to change the project’s name from ‘PDH propylene production unit and related infrastructure’ to ‘Police Polymers’. The scope of the Police Polymers project includes PDH unit, PP unit, auxiliary units and interconnections, handling and storage terminal.
The project budget is EUR 1.27bn net and includes:
To implement the project, additional working capital financing needs to be secured, in the form of a EUR 72m credit facility.
The project schedule:
a) start of construction − late 2019;
b) construction completion – late 2022;
c) settlement of the investment project – late 2023.
The Supervisory Board of PDH Polska S.A. also approved the updated project finance model for Police Polymers:
a) equity – 50%
b) external capital – 50%.
At the same time, the Supervisory Board of PDH Polska S.A. issued a favourable opinion on the Management Board’s proposal to increase the share capital of PDH Polska S.A. by PLN 124,000,000 through the issue of 12,400,000 new shares with a par value of PLN 10 per share. The new shares will be acquired in a private placement after the required corporate decisions and approvals are obtained and PDH Polska S.A. submits:
a) to Grupa Azoty Zakłady Chemiczne Police S.A. an offer to subscribe for shares with a par value of PLN 30m,
b) to Grupa Azoty S.A. an offer to subscribe for shares with a par value of PLN 94m.
In view of the favourable opinion issued by the Supervisory Board, the Management Board of PDH Polska S.A. will propose that the General Meeting approve the increase of the PDH Polska S.A. share capital on the terms and conditions set out above.
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).
Further to Current Report No. 29/2017 of June 30th 2017 and Current Report No. 41/2017 of August 31st 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces, based on an official excerpt from the Business Register of the National Court Register, that on October 11th 2017 the District Court for Kraków-Śródmieście of Kraków, 12th Commercial Division of the National Court Register, registered the amendments to the Company’s Articles of Association announced in Current Report No. 29/2017 of June 30th 2017.
The registered amendments to the Articles of Association were approved by Resolution No. 38 of the Company’s Annual General Meeting held on June 30th 2017. The amendments made to the Articles of Association pursuant to the adopted resolution are attached hereto. The resolution of the Annual General Meeting to amend the Articles of Association comes into force as of today, i.e. the date of entry of the amendments in the Business Register of the National Court Register.
Legal basis: Par. 38.1.2 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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 was notified by the State Treasury, a shareholder, of removal from office of Mr Marek Grzelaczyk, Chairman of the Supervisory Board, as of October 9th 2017. The removal was made pursuant to Art. 16.2 of the Company’s Articles of Association. Legal basis: Par. 5.1.21 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 53/2016 of October 4th 2016 and Current Report No. 23/2017 of June 26th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 5th 2017 the Management Board of PDH Polska S.A., a subsidiary of the Company and of Grupa Azoty Zakłady Chemiczne Police S.A., adopted a resolution approving changes to the ‘PDH propylene production unit and related infrastructure’ project and the acquisition of non-current assets necessary to implement the project in its revised scope.
The resolution changed the project scope by adding a polypropylene unit, and provides for the acquisition of non-current assets as part of the new scope of the project.
The resolution also changed the project name from ‘PDH propylene production unit and related infrastructure’ to ‘Police Polymers’.
The project budget is EUR 1.27bn net and includes:
To implement the project, additional working capital financing needs to be secured, in the form of a EUR 72m credit facility.
The revised capex estimate covers the construction of a propylene unit, a polypropylene unit, auxiliary facilities, a polypropylene logistics base and a propane and ethylene handling and storage terminal.
The higher project budget results from the expansion of the project scope through the addition of the propylene and polypropylene units, additional auxiliary facilities necessitated by the project’s extension, and a polypropylene logistics base. The increased project value will also translate into growth of the cost of financing during the construction phase and the debt service reserve required in the project finance model.
The project schedule:
The Management Board of PDH Polska S.A. has also revised the project finance model for Police Polymers:
Approval by the Supervisory Board and by the General Meeting of PDH Polska S.A. will be required before the above arrangements can be implemented.
At the same time, the Management Board of PDH Polska S.A. decided to request the Supervisory Board to issue an opinion on the increase of the share capital of PDH Polska S.A. by PLN 124,000,000 through the issue of 12,400,000 new shares with a par value of PLN 10 per share. The new shares will be acquired in a private placement after the required corporate decisions and approvals are obtained and PDH Polska S.A. submits:
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: Art. 17.1 of MAR − Inside information
The Management Board of Grupa Azoty S.A. („the Company”) informs that on 22 September 2017 the Company submitted a non-binding offer to acquire shares in Petrokemija d.d. seated in Kutina, Croatia.
Petrokemija d.d. is listed on the stock exchange in Zagreb and is a fertilizer producer. The Company Petrokemija d.d. published restructurization program “Concretization of the proposal of conception of restructurization through recapitalization with participation of the private investor”. From January to June 2017 the revenues of the Petrokemija d.d. amounted 952.639 thousand HRK.
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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Azoty S.A. (the “Company”) announces that on August 31st 2017 the Company’s Supervisory Board approved the consolidated text of the Company’s Articles of Association, reflecting the amendments adopted by Resolution No. 38 of the Annual General Meeting of June 30th 2017. The amendments to the Articles of Association will take effect as of the date of their registration by the Registry Court. The Company will announce the registration of amendments to the Articles of Association in a current report promptly upon receiving information that the Registry Court issued a relevant decision. The consolidated text of the Articles of Association, adopted by the Company’s Supervisory Board, is attached to this report. In the consolidated text of the Articles of Association, editorial changes have also been introduced, consisting in: 1) changes in the numbering of individual units in order to eliminate deleted items which have not been given new wording, 2) changes (caused by the deletions referred to above) in numbering of units that other provisions of the Articles of Association refer to, 3) changes in punctuation which are necessary after adding new items in enumerations (lists) contained in the amended Articles of Association. The amendments to the Articles of Association are presented in detail in Current Report No. 29/2017 of June 30th 2017. Legal basis: Par. 38.1.2 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17.1 of MAR − Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on August 25th 2017 PDH Polska S.A., a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A., received a permit (dated August 24th 2017) to conduct business within the Pomeranian Special Economic Zone − Police Sub-Zone (the “Zone”).
The permit defines in particular the following conditions of operating within the Zone:
1. PDH Polska S.A. will have to incur capital expenditure in excess of PLN 1,490,000 thousand within the Zone by December 31st 2022.
2. In the course of its business activity within the Zone, after receipt of the permit, PDH Polska will have to provide jobs to at least 65 new employees by October 31st 2021 and maintain a total headcount of 87.5 until October 31st 2026.
3. In connection with the investment project, PDH Polska S.A. will have to incur eligible costs of at least PLN 124,000 thousand.
The permit also specifies the maximum amount of eligible costs that may be covered by public aid:
1. The maximum amount of project costs eligible for public aid in the form of a tax exemption within the Zone may not exceed PLN 428,270 thousand, which is the equivalent of EUR 100,000 thousand at the mid rate quoted by the National Bank of Poland for the permit issue date.
2. The maximum amount of labour costs eligible for public aid in the form of a tax exemption within the Zone may not exceed two-year labour costs of 84.5 FTEs.
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: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”), in reference to the information communicated in Current Report No. 34/2017 of August 4th 2017 by Grupa Azoty Zakłady Azotowe Puławy S.A., a subsidiary of the Company (“Grupa Azoty Puławy”), concerning the expected effect on the H1 2017 consolidated financial statements of Grupa Azoty Puławy of a one-off non-monetary event – i.e. recognition of PLN 14.7m impairment losses on property, plant and equipment and intangible assets in its subsidiary Zakłady Azotowe Chorzów S.A., announces the expected effect of the event on the Company’s consolidated financial statements:
effect on the Company’s consolidated EBIT: PLN -14.7m.
The impairment loss is another impairment loss on the assets of the fat processing unit at Zakłady Azotowe Chorzów S.A. The first impairment loss of PLN 18.4m, announced by the Company in Current Report No. 17/2016 on February 8th 2016, was accounted for in the 2015 financial statements. The second impairment loss of PLN 10m, announced by the Company in Current Report No. 4/2017 on February 13th 2017, was accounted for in the 2016 financial statements. The current impairment loss of PLN -14.7m will be accounted for in the Company’s financial statements for H1 2017.
Note: As the audit of the Company’s H1 financial statements has not yet been completed, these amounts are not final and may be subject to change. The half-year report of Grupa Azoty S.A. for H1 2017 will be issued on August 24th 2017.
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: Art. 17.1 of MAR – Inside information
Further to Current Report No. 35/2017 issued on August 2nd 2017 by Grupa Azoty Zakłady Chemiczne „ Police” S.A. (“Grupa Azoty Police”), a subsidiary of Grupa Azoty S.A. (the “Company”) concerning the recognition, by African Investment Group S.A. of Dakar, Senegal (“AFRIG S.A.”), a subsidiary of Grupa Azoty Police, of a PLN 28,348,982.33 impairment loss on intangible expenditure related to services performed under a contract with AVES FZE, the Company’s Management Board announces that the impairment loss (PLN -28,348,982.33) will be recognised as a correction of a prior period error and charged to costs of the previous year in the Company’s consolidated financial statements.
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).
The Management Board of Grupa Azoty S.A. (the “Company”) publishes a correction of Current Report No. 37/2017, issued on July 28th 2017, correcting an editorial error. In the appendix to the current report, erroneous dates were given in the tables showing the list of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty S.A. Attached to this report are, after the correction: a list of shareholders holding 5% or more of total voting rights at the AGM until the adjournment (June 30th 2017), a list of shareholders holding 5% or more of total voting rights at the resumed AGM on July 21st 2017, and a list of shareholders holding 5% or more of total voting rights at the resumed AGM on July 28th 2017. 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 2013, item 1382, as amended).
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 (the “AGM”) held on June 30th 2017, resumed after an adjournment on July 21st 2016 and resumed after another adjournment on July 28th 2017, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights. Attached to this report are: a list of shareholders holding 5% or more of total voting rights at the AGM until the adjournment (June 30th 2017), a list of shareholders holding 5% or more of total voting rights at the resumed AGM on July 21st 2017 and a list of shareholders holding 5% or more of total voting rights at the resumed AGM on July 28th 2017. 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 2013, item 1382, as amended).
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, the resolutions passed by the Company’s Annual General Meeting on July 28th 2017. No objections were raised by any of the shareholders for the record in the minutes. The Company’s Annual General Meeting resumed its proceedings after the second adjournment announced on July 21st 2017, as reported by the Company in Current Report No. 32/2017 of July 21st 2017. The resolutions passed before the second adjournment were published by the Company in Current Reports No. 28/2017 of June 30th 2017 and No. 33/2017 of July 21st 2017. Legal basis: Par. 38.1.7 and Par. 38.1.9 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 February 19th 2009 (consolidated text: Dz. U. of 2014, item 133).
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 July 28th 2017, by way of Resolution No. 41 of the Annual General Meeting of the Company, Mr Artur Kucharski was removed from the Company’s Supervisory Board in its 10th term of office. At the same time, by way of Resolution No. 42 of the Annual General Meeting, Mr Piotr Czajkowski was appointed to the Company’s Supervisory Board in its 10th term of office. The resolutions on removal and appointment of Members of the Supervisory Board in its 10th term of office became effective as of their dates. The Company attaches the CV of the newly appointed Member of the Supervisory Board in its 10th term of office as an appendix hereto. Legal basis: Par. 5.1.21 and 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
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 during the Annual General Meeting held on July 28th 2017, the Company received from Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK, a shareholder, a proposal of a candidate to the Company’s Supervisory Board, Mr Artur Kucharski. The proposal was submitted in connection with item 16 (Adoption of resolutions to change the composition of the Company’s Supervisory Board) of the agenda of the Annual General Meeting held on July 28th 2017. Mr Artur Kucharski agreed to stand as a candidate to the Company’s Supervisory Board. A resolution to appoint Mr Artur Kucharski to the Company’s Supervisory Board has not been passed. Legal basis: Par. 38.1.5 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Legal basis: The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the resolution passed by the Company’s Annual General Meeting convened for June 30th 2017 and resumed (after adjournment) on July 21st 2017. No objections were raised by any of the shareholders for the record in the minutes. Legal basis: Par. 38.1.7 and Par. 38.1.9 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the resolution passed by the Company’s Annual General Meeting convened for June 30th 2017 and resumed (after adjournment) on July 21st 2017. No objections were raised by any of the shareholders for the record in the minutes. Legal basis: Par. 38.1.7 and Par. 38.1.9 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 27/2017 of June 30th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the Annual General Meeting convened for June 30th 2017 and resumed after adjournment on July 21st 2017 passed a resolution to adjourn the General Meeting again. The proceedings of the Annual General Meeting will be resumed at 11.00 am on July 28th 2017 at the Company’s registered office in Tarnów, ul. Kwiatkowskiego 8. Legal basis: Par. 38.1.6 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes a correction of Current Report No. 31/2017, issued on July 18th 2017, correcting an editorial error.
In Current Report No. 31/2017, an incorrect number of new shares acquired by the Company and an incorrect aggregate value of those shares were given by the erroneous use of the words “thousand” and “million”. Former incorrect text of the report: Further to Current Reports No. 15/2017 of May 29th 2017 and No. 20/2017 of June 20th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on July 18th 2017 it was notified that the District Court for Szczecin-Centrum of Szczecin, 13th Commercial Division of the National Court Register, had registered an increase in the share capital of PDH Polska S.A. (“PDH Polska”) with effect as of July 14th 2017. The registered change in PDH Polska’s share capital was an increase from PLN 128m to PLN 180m. Currently, PDH Polska’s share capital comprises a total of 18,000,000 outstanding shares (previously: 12,800,000) with a par value of PLN 10 per share. The Company acquired 2,282,125 thousand new shares with a par value of PLN 10 per share in the increased share capital of PDH Polska, at the issue price equal to the par value of the shares, totalling PLN 22,821,250.00 million. Correct text of the report: Further to Current Reports No. 15/2017 of May 29th 2017 and No. 20/2017 of June 20th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on July 18th 2017 it was notified that the District Court for Szczecin-Centrum of Szczecin, 13th Commercial Division of the National Court Register, had registered an increase in the share capital of PDH Polska S.A. (“PDH Polska”) with effect as of July 14th 2017. The registered change in PDH Polska’s share capital was an increase from PLN 128m to PLN 180m. Currently, PDH Polska’s share capital comprises a total of 18,000,000 outstanding shares (previously: 12,800,000) with a par value of PLN 10 per share. The Company acquired 2,282,125 new shares with a par value of PLN 10 per share in the increased share capital of PDH Polska, at the issue price equal to the par value of the shares, totalling PLN 22,821,250.00. 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: Art. 17.1 of MAR – Inside information
Further to Current Reports No. 15/2017 of May 29th 2017 and No. 20/2017 of June 20th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on July 18th 2017 it was notified that the District Court for Szczecin-Centrum of Szczecin, 13th Commercial Division of the National Court Register, had registered an increase in the share capital of PDH Polska S.A. (“PDH Polska”) with effect as of July 14th 2017. The registered change in PDH Polska’s share capital was an increase from PLN 128m to PLN 180m. Currently, PDH Polska’s share capital comprises a total of 18,000,000 outstanding shares (previously: 12,800,000) with a par value of PLN 10 per share. The Company acquired 2,282,125 thousand new shares with a par value of PLN 10 per share in the increased share capital of PDH Polska, at the issue price equal to the par value of the shares, totalling PLN 22,821,250.00 million. 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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty S.A. (the “Company” or “Grupa Azoty”) presents below its responses to a shareholder’s questions addressed to the Company’s Management Board, pursuant to Art. 428.1 of the Commercial Companies Code, during the Annual General Meeting held on June 30th 2017. The Grupa Azoty Management Board is well aware of the importance of shareholder access to information about the Company, which is why it uses its best efforts and complies with applicable laws to make sure it duly fulfils the disclosure requirements imposed on public companies. Our market communication policy and commitment to providing shareholders will all information they may need to make investment decisions feature high on Grupa Azoty’s agenda, ensuring transparency as well as wide and equal access to information. Question According to information from page 25 of the Directors’ Report on the Group’s operations, the Group, acting through African Investment Group S.A. (AIG), has committed to invest additional USD 3m by July 9th 2019 to investigate the KEBEMER deposit and it also plans to acquire production licences for the area. On the other hand, in page 39 of the same Directors’ Report, there is information that the phosphate rock deposit in the KEBEMER area is of low quality and its production would require additional treatment, as the quality of the deposit is worse than was originally assumed. In the light of this information, why has the company decided to continue testing and investing in the deposit? What are the estimated costs necessary to enable commercially viable production from the deposit? Who will finance these costs? In particular, who will fund the USD 3m investment commitment? How does AIG plan to raise financing? What is AIG’s current financial standing? Has the second major, after Grupa Azoty, AFI shareholder been financing or will it finance AIG’s operations (through cash contributions, loans or otherwise)? Has a shareholder agreement been signed between AIG shareholders? What are its provisions? Response Formerly, the licence for exploration for phosphate rock and related substances in the Kebemer area was granted to African Investment Group S.A. (AFRIG S.A.) for the period from July 10th 2013 to July 9th 2016. The three-year licence currently in place, whose effective period started July 9th 2016, covers an area of approximately 472 square kilometres. During the new licence term, AFRIG S.A. is required to spend USD 3m on exploration work. Fulfilment of this commitment is conditional on confirmation of the feasibility of the Kebemer phosphate rock mining project, based on ongoing tests and evaluation. The parameters of the phosphate rock having proved inferior to those assumed at the time of acquisition of AFRIG shares has significantly affected the amount of capital expenditure and projected operating expenses, while markedly prolonging the time required to implement a more complex project. Therefore, in order to obtain a sound basis for a final decision, Grupa Azoty Police has decided to undertake additional work including verification of geological documentation and further geological work in accordance with international standards, as well as to carry out an analysis and assessment of the economics of the project. African Investment Group S.A. has also submitted an application for a production licence for the Kebemer area; the licensing authority has not yet issued the relevant decision. We further inform you that there is no shareholder agreement in place with the currently largest shareholder of AFRIG S.A. (AIG), i.e. Mimran Natural Resources. Detailed information on project costs, as well as methods and structure of their funding, is deemed sensitive information. All information which, in the opinion of the Management Board of Grupa Azoty S.A. and the Management Boards of its subsidiaries, could be classified as inside information within the meaning of the MAR Regulation (Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse) has been disclosed to the public in current reports released by Grupa Azoty S.A. and Grupa Azoty Police. Legal basis: Par. 38.1.12 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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 Annual General Meeting held on June 30th 2017 resolved to amend the Company's Articles of Association. The amendments made to the Company's Articles of Association pursuant to the adopted resolution are attached hereto. The resolution of the Annual General Meeting on amendments to the Articles of Association will come into force as of its date, with effect as of the date of registration of the amendments in the Business Register of the National Court Register. Legal basis: Par. 38.1.2 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 27/2017 of June 30th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the resolutions passed so far by the Company’s Annual General Meeting on June 30th 2017. No objections were raised by any of the shareholders for the record in the minutes. Legal basis: Par. 38.1.7 and Par. 38.1.9 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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 Annual General Meeting on June 30th 2017 resolved to adjourn the General Meeting. The proceedings of the Annual General Meeting will be resumed at 11.00 am on July 21st 2017 at the Company’s registered office in Tarnów, ul. Kwiatkowskiego 8. Legal basis: Par. 38.1.6 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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, a draft resolution submitted by an eligible shareholder during the Company’s Annual General Meeting on June 30th 2017. The draft resolution concerned the Annual General Meeting’s agenda item No. 15 ‘Adoption of a resolution to amend the Articles of Association of Grupa Azoty S.A.’. The submitted draft resolution was adopted by the Annual General Meeting. Legal basis: Par. 38.1.5 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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 June 30th 2017 it received a notification from the European Bank for Reconstruction and Development of London, UK (“EBRD”), prepared pursuant to Art. 69.1 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 2016, item 1639, as amended) (the “Act”). According to the notification, as a result of block trades involving 2,850,000 shares held by EBRD in the Company, executed on June 28th 2017 as part of an accelerated book building process (the “Transaction”), EBRD’s equity interest in the Company decreased from 5,700,000 to 2,850,000 shares. As a result of the Transaction, EBRD’s holding in the Company’s share capital and votes at its General Meeting fell from 5.75% to 2.87%. Following the settlement of the Transaction, EBRD holds 2,850,000 shares in the Company, representing 2.87% of its entire share capital, and is entitled to exercise voting rights from 2.87% of shares at the General Meeting of the Company. The Company was also notified that EBRD does not have any subsidiaries which would hold shares in the Company and is not party to any agreement on transfer of the right to exercise voting rights from such shares, as referred to in Art. 87.1.3 c) of the Act. 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 2016, item 1639, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Reports No. 12/2017 of May 25th 2017, No. 13/2017 of May 29th 2017, and No. 14/2017 of May 29th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 30th 2017 the Company’s Annual General Meeting passed a resolution to pay dividend for 2016. 1. Amount allocated to dividend payments is PLN 78,364,432.36. 2. Dividend per share is PLN 0.79. 3. Dividend will be paid on all Company shares (99,195,484 shares). 4. Dividend record date: August 4th 2017. 5. Dividend payment date: August 23rd 2017. Legal basis: Par. 38.2 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Report No. 29/2017 published on June 26th 2017 by Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of Grupa Azoty S.A. (the “Company”), the Management Board of the Company announces that the Management Board of PDH Polska S.A., the Company’s and Grupa Azoty Police’s subsidiary, passed a resolution recommending that construction of a polypropylene plant be a predominant option for implementation of the project to construct a petrochemical complex comprising a PDH unit, a polypropylene unit, a port with a storage tank depot, auxiliary facilities and inter-unit connections, with the nominal production capacity of approximately 400,000 tonnes of polypropylene per year. Additionally, on June 26th 2017 the recommendation of the Management Board of PDH Polska S.A. was approved by the company’s Supervisory Board. The Company announced its joining the PDH project through equity involvement and the details of the PDH project in Current Report No. 53/2016 of October 4th 2016. At the same time, the Management Board of PDH Polska S.A. expressed its willingness to continue talks about contracting for propylene. Their outcome will be taken into account when making the final decision on updating the project and selecting the manner of its implementation. The final decision as to the manner of implementation of the investment project will be made upon completion of the feasibility study, in which the estimated value of the project will be determined, as will be announced by the Company in a separate report. Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Report No. 23/2016 of April 13th 2016, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 21st 2017 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. (hereinafter referred to jointly as the “Customers” and separately as the “Customer”) concluded bilateral contracts (the “Individual Contracts”) to the framework agreement for gas fuel supply of April 13th 2016 with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”).
The Individual Contracts provide for supplies of gas fuel from October 1st 2018 to September 30th 2020, with an option to extend the period until September 30th 2022. The execution of the Individual Contracts involved shortening of the term of the existing Individual Contracts, executed on April 13th 2016 between the Grupa Azoty Group Customers and PGNiG, to September 30th 2018.
It is the Parties’ intention that the Individual Contracts concluded by the Grupa Azoty Group Customers be treated as inseparable elements of the transaction, subject to joint settlement of the contractual volumes during the term of the Individual Contracts. Thanks to the execution of the Individual Contracts, PGNiG will continue as a strategic supplier of gas fuel to the Grupa Azoty Group, and the Individual Contracts will cover approximately 80% of the Customers’ total demand for gas.
The total value of the Individual Contracts concluded by the Grupa Azoty Group Customers over their four-year term is estimated at approximately PLN 7bn. The pricing formula used in the Individual Contracts was based on market gas price indices.
Legal basis: Article 17.1 of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
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 June 20th 2017, the Company’s Supervisory Board appointed Mr Grzegorz Kądzielawski to the Company’s Management Board as its Vice President. The resolution became effective as of its date.
The Management Board also announces that the newly appointed Vice President of the Management Board 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, nor a member of a governing body of any other competing legal person.
Mr Grzegorz Kądzielawski is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
Information on education, qualifications, previously held positions and professional experience of the new Vice President is attached to this report.
Legal basis: Par. 5.1.21 and Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Report No. 15/2017 of May 29th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 20th 2017 the Company’s Supervisory Board passed a resolution to approve the acquisition of non-current assets other than real property, perpetual usufruct right or interest in real property, with a market value of more than PLN 2,000,000.
Under the resolution, the Supervisory Board granted consent to the acquisition of 2,282,125 new Series C registered shares in PDH Polska S.A. for the issue price of PLN 10.00 per share, i.e. for a total amount of PLN 22,821,250.00.
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: 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 June 9th 2017 it received a notification from Norica Holding S.à.r.l. of Luxembourg (“Norica”), acting as attorney for Subero Associates Inc. of Tortola, British Virgin Islands, a private limited company (“Subero”), prepared pursuant to Art. 69.1.2 and Art. 87.5.1 of the Act on Public Offering, 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, as part of the liquidation of Subero, on June 6th 2017, Subero delivered to its shareholder 100% of shares in Terasta Enterprises Ltd. of Nicosia, Cyprus (“Terasta”) (the “Transaction”).
As a result of the Transaction, on June 6th 2017, Subero (an entity controlled by Mr Viatcheslav Kantor, an Israeli citizen), through the disposal of 100% of shares in Terasta and thus indirect disposal of Redbrick Holding S.à r.l. of Luxembourg, with its registered office at Avenue Charles de Gaulle 2, L-1653, Luxembourg (“Redbrick Holding”), Redbrick Investments S.à r.l. of Luxembourg, with its registered office at rue du Fort Rheinsheim 8, L-2419, Luxembourg (“Redbrick Investments”), JSC Acron, a joint stock company with its registered office in Veliky Novgorod, Russia (“Acron”), TrustService Limited Liability Company of Veliky Novgorod, Russia (“TrustService”), Norica, Opansa Enterprises Limited of Nikosia, with its registered office at Nikis & Kastoros, 2, 1087 Nikosia, Cyprus, entered in the Register of Companies under No. HE 309640 (“Opansa”) and Rainbee Holdings Limited of Nikosia, with its registered office at Nikis & Kastoros, 2, 1087 Nikosia, Cyprus, entered in the Register of Companies under No. HE 309661 (“Rainbee”), indirectly disposed of 19,657,350 shares in Grupa Azoty S.A. of Tarnów, entered in the National Court Register under No. KRS 0000075450 (the “Company”), representing approximately 19.8168% of the Company’s share capital and conferring the right to 19,657,350 votes (approximately 19.8168% of the total vote) at the Company’s general meeting. Following the Transaction, Subero indirectly reduced its share of total voting rights at the Company’s General Meeting to 0%, i.e. below the threshold of 15% of the total vote.
Following the Transaction, Subero does not hold any Company shares, whether directly or indirectly. Therefore, Subero’s share in the Company’s share capital is 0% and Subero holds no voting rights (0% of the total vote) at the Company’s general meeting.
Prior to the Transaction, Subero, as Terasta’s parent, held indirectly, through its subsidiaries Redbrick Holding, Redbrick Investments, Acron, TrustService, Norica, Opansa and Rainbee, 19,657,350 Company shares, representing approximately 19.8168% of the Company’s share capital and carrying 19,657,350 voting rights (approximately 19.8168% of the total vote) at the Company’s general meeting. Subero notified the Company that following the Transaction none of its subsidiaries held any Company shares.
Subero also notified the Company that there were no person such as those referred to in Art. 87.1.3.c of the Public Offering Act. Prior to and following the Transaction, Subero did not hold, whether directly or indirectly, any of the financial instruments referred to in Art. 69.4.7 and Art. 69.4.8, in conjunction with Art. 69b, of the Public Offering Act.
The notification further specified that the Transaction was an intra-group transaction and thus Mr Viatcheslav Kantor remained the parent of Terasta, Redbrick Holding, Redbrick Investments, Acron, TrustService, Norica, Opansa and Rainbee. Accordingly, he continues to indirectly control 19,657,350 of Company shares representing approximately 19.8168% of the Company’s share capital and conferring the right to 19,657,350 votes (approximately 19.8168% of the total vote) at the Company’s general meeting, as stated in the notification of June 10th 2016, announced by the Company in Current Report No. 40/2016.
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 2013, item 1382, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Reports No. 16/2017 and 17/2017 of June 2nd 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 9th 2017, the State Treasury, a shareholder of the Company holding 33% of the Company’s share capital, acting under Art. 401.1 of the Commercial Companies Code and Art. 45.4 of the Company’s Articles of Association, submitted to the Management Board a request for the inclusion of the following items in the agenda of the Annual General Meeting of the Company to be held at 11.00am on June 30th 2017 in Tarnów:
1. Adoption of resolutions to change the composition of the Company’s Supervisory Board.
2. Adoption of a resolution to amend Resolution No. 8 of the Extraordinary General Meeting of Grupa Azoty S.A. dated December 2nd 2016 on the rules of remuneration for the Management Board Members.
3. Adoption of a resolution to amend the Articles of Association of Grupa Azoty S.A.
Accordingly, the agenda of the Annual General Meeting of the Company convened for June 30th 2017 is now as follows:
1. Opening of the Meeting.
2. Appointment of the Chair of the Meeting and preparation of the attendance list.
3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.
4. Adoption of the agenda.
5. Review of the Supervisory Board’s reports on:
a) assessment of the separate financial statements of Grupa Azoty S.A. for the period January 1st–December 31st 2016 and assessment of the Management Board’s proposal concerning allocation of net profit for the financial year 2016,
b) assessment of the consolidated financial statements of the Grupa Azoty Group for the period January 1st–December 31st 2016,
c) assessment of the consolidated report on payments made by the Grupa Azoty Group to governments in 2016,
d) assessment of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations for the period of 12 months ended December 31st 2016,
e) assessment of the Company’s fulfilment of the disclosure requirements relating to compliance with the corporate governance principles adopted by the Company in the period January 1st–December 31st 2016,
f) activity of the Supervisory Board and its committees in the period January 1st–December 31st 2016, and assessment of the work of the Management Board,
g) assessment of the Company’s position in 2016, including evaluation of its internal control, risk management and compliance systems as well as the internal audit function,
h) assessment of the reasonableness of the Company’s sponsorship, charitable and similar initiatives in 2016.
6. Review and approval of the Company’s separate financial statements for the period January 1st−December 31st 2016.
7. Review and approval of the Grupa Azoty Group’s consolidated financial statements for the period January 1st−December 31st 2016.
8. Review and approval of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations for the period of 12 months ended December 31st 2016.
9. Review and approval of the consolidated statement of payments made by the Grupa Azoty Group to governments in 2016.
10. Adoption of a resolution on distribution of net profit for the financial year 2016.
11. Adoption of resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st–December 31st 2016.
12. Adoption of resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st–December 31st 2016.
13. Adoption of resolutions to change the composition of the Company’s Supervisory Board.
14. Adoption of a resolution to amend Resolution No. 8 of the Extraordinary General Meeting of Grupa Azoty S.A. dated December 2nd 2016 on the rules of remuneration for the Management Board Members.
15. Adoption of a resolution to amend the Articles of Association of Grupa Azoty S.A.
16. Current information for the Shareholders.
17. Closing of the Meeting.
The Management Board publishes, attached hereto, the draft resolutions concerning items 13, 14 and 15 of the agenda of the Company’s Annual General Meeting, submitted by the State Treasury. Pursuant to Art. 402.2 of the Commercial Companies Code, the Company presents, as an appendix to this report, the amendments to the Company’s Articles of Association proposed in item 15 of the agenda of the Annual General Meeting.
Legal basis: Par. 38.1.1−38.1.4 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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 Annual General Meeting of the Company convened for June 30th 2017.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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 the Annual General Meeting for June 30th 2017, at 11:00 am, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, conference room 57/58, 1st floor.
The total number of Grupa Azoty S.A. shares is 99,195,484. As of June 30th 2017, the number of votes attached to these shares is 99,195,484.
AGENDA:
1. Opening of the Meeting.
2. Appointment of the Chair of the Meeting and preparation of the attendance list.
3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.
4. Adoption of the agenda.
5. Review of the Supervisory Board’s reports on:
a) assessment of the separate financial statements of Grupa Azoty S.A. for the period January 1st – December 31st 2016 and assessment of the Management Board’s proposal concerning allocation of net profit for the financial year 2016,
b) assessment of the consolidated financial statements of the Grupa Azoty Group for the period January 1st – December 31st 2016,
c) assessment of the consolidated report on payments made by the Grupa Azoty Group to governments in 2016,
d) assessment of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations for the period of 12 months ended December 31st 2016,
e) assessment of the Company’s fulfilment of the disclosure requirements relating to compliance with the corporate governance principles adopted by the Company in the period January 1st – December 31st 2016,
f) activity of the Supervisory Board and its committees in the period January 1st – December 31st 2016, and assessment of the work of the Management Board,
g) assessment of the Company’s position in 2016, including evaluation of its internal control, risk management and compliance systems as well as the internal audit function,
h) assessment of the reasonableness of the Company’s sponsorship, charitable and similar initiatives in 2016.
6. Review and approval of the Company’s separate financial statements for the period January 1st − December 31st 2016.
7. Review and approval of the Grupa Azoty Group’s consolidated financial statements for the period January 1st − December 31st 2016.
8. Review and approval of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations for the period of 12 months ended December 31st 2016.
9. Review and approval of the consolidated report on payments made by the Grupa Azoty Group to governments in 2016.
10. Adoption of a resolution on distribution of net profit for the financial year 2016.
11. Adoption of resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st – December 31st 2016.
12. Adoption of resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st – December 31st 2016.
13. Current information for the Shareholders.
14. Closing of the Meeting.
Right to participate in the General Meeting
Pursuant to Art. 406[1].1 of the Polish Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at June 14th 2017 (the record date), have the right to participate in the Meeting.
To ensure their participation in the General Meeting, holders of rights under book-entry bearer shares should submit a request for the issue of a personal certificate confirming their right to participate in the Annual General Meeting of Grupa Azoty S.A. with the entity keeping their securities account. The requests should be submitted on or after the publication of the notice of General Meeting, i.e. June 2nd 2017 and no later than on the first weekday following the record date, i.e. June 16th 2017. In accordance with the laws and regulations governing trade in financial instruments, records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting.
A list of shareholders entitled to participate in the Annual General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the General Meeting, i.e. on June 27th, 28th and 29th 2017, from 8am to 3pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the General Meeting through a proxy
Shareholders may participate in the Annual General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying the persons authorised to represent the legal person. A proxy may exercise all the shareholder’s rights at the Annual General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.
A power of proxy to participate in the Annual General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy to be downloaded from www.grupaazoty.com. The grant of powers of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate. The procedure for identification of the principal applies accordingly to a notification of revoking of powers of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is the shareholder who decides on the way of granting the power of proxy and the Company is not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Annual General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one twentieth of the Company’s share capital may request that certain issues be placed on the agenda of the Annual General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the meeting, that is by June 9th 2017. The request may be sent in electronic form to the Company’s dedicated email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Annual General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated email address: ##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.
Draft resolutions on matters placed on the agenda may be submitted by all shareholders during the Annual General Meeting. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.
Legal basis: Par. 38.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Report No. 53/2016 of October 4th 2016, Current Report No. 59/2016 of November 25th 2016, Current Report No. 60/2016 of November 30th 2016, Current Report No. 2/2017 of February 2nd 2017, and Current Report No. 8/2017 of April 5th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 29th 2017 it approved the acquisition of 2,282,125 new Series C registered shares in PDH Polska S.A. on the second date for the exercise of pre-emptive rights, for the issue price of PLN 10.00 per share, i.e. for a total amount of PLN 22,821,250.00.
At the same time, pursuant to a resolution passed by the Management Board, an application was submitted to the Company’s Supervisory Board to give approval for the Management Board to acquire the aforementioned non-current assets.
The Company further announces that following the above decision it intends to acquire all the 2,282,125 new Series C registered shares in PDH Polska S.A. that were not acquired on the first date for the exercise of pre-emptive rights. The share capital increase at PDH Polska S.A. through the issue of Series C registered shares is being effected under a Resolution of the General Meeting of PDH Polska S.A. of April 5th 2017. Given that 203,125 shares were not acquired on the first date for the exercise of pre-emptive rights, which intention was announced by the Company in Current Report No. 8/2017 of April 5th 2017, the request now submitted to the Company’s Supervisory Board replaces the request of April 5th 2017.
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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 12/2017 of May 25th 2017 and Current Report No. 13/2017 of May 29th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 29th 2017 the Company’s Supervisory Board approved the recommendation made by the Company’s Management Board to the Annual General Meeting to distribute the net profit for 2015, in the amount of PLN 224 775 178.67 (two hundred twenty four million seven hundred seventy five thousand one hundred seventy eight zloty, 67/100) in the manner specified in the Management Board resolution of May 25th 2017:
– PLN 78 364 432.36 for dividend to the Company’s shareholders (PLN 0.79 per share);
– PLN 146 410 746.31 to statutory reserve funds.
The final decision on profit distribution will be made by the Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Further to Current Report No. 12/2017 of May 25th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that it will request the Company’s Supervisory Board for an opinion on proposed dates relating to payment of dividend, and subsequently submit the proposal to the Company’s Annual General Meeting for approval.
The following dates relating to payment of dividend for the financial year 2016 are proposed:
-4th of August 2017 as the dividend record date, i.e. the date on which the list of shareholders entitled to receive dividend for the financial year from January 1st to December 31st 2016 is determined;
- 23rd of August 2017 as the dividend payment date.
The final decision on the dividend record date and dividend payment date will be made by the Company’s Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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”) reports that on May 25th 2017 it passed a resolution to recommend to the Annual General Meeting that the 2016 net profit of PLN 224,775,178.67 be allocated in the following way:
Pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board is now to submit the recommendation for assessment by the Supervisory Board. A final decision on the profit allocation will be made by the Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17.1 of MAR – Inside information The Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 10th 2017 it passed a resolution concerning update of the Grupa Azoty Group Strategy for 2013−2020 (the “Strategy”). On the same day, the Supervisory Board passed a resolution on approval and adoption of the updated Strategy. The main objectives of the Strategy are attached to this 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).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty S.A. (“Company”) announces that on April 20th 2017 the Company and TAURON Polska Energia S.A. of Katowice (“TAURON”), jointly referred to as the “Parties”, signed a letter of intent (“Letter of Intent”) in which the Parties outlined general terms and conditions of their cooperation aimed to execute a coal gasification project (“Project”).
The Letter of Intent was signed taking into consideration that the Project may combine the satisfaction of energy needs and demand for a raw material used in the chemical industry, as it would consist in the establishment, through product streams, of interconnection between energy generation and chemical production with a coal gasification system.
Among various coal conversion methods, of primary mid- and long-term importance will be those that support efficient utilisation of coal resources, in line with the directions of the European Union’s policy. This stems, in particular, from the need to reduce the environmental nuisance of power generation and chemical processes, including the need for significant reduction of CO2 emissions.
Products of the project’s process would include electricity and synthesis gas, with a composition enabling its direct use as feedstock for the production of hydrogen, ammonia, methanol or other chemicals. The Parties determined that natural gas currently used to produce nitrogen-based fertilizers can be partly replaced with syngas obtained through coal gasification.
The Project is currently at the stage of Pre-FEED (Preliminary Front End Engineering Design) and accompanying analyses, including market analyses. The Company has commissioned work connected with the Project documentation, including preliminary selection of licensors and analysis update. Estimates are putting the Project’s cost at between EUR 400m and EUR 600m, depending on the technology chosen.
TAURON has declared that it would participate in the Project on terms defined under separate agreements between the Parties. TAURON’s contribution would include selection and construction of a unit guaranteeing maximised utilisation of coal from the TAURON Group’s coal mines. The Parties have agreed that additional coal may be supplied by third parties if TAURON is not able to supply coal in the quantities or with the parameters required for the process.
The Letter of Intent outlines the framework terms of cooperation and, at the present stage, does not give rise to any financial obligations nor require the Parties to make any management decisions. The Parties have declared their intention to cooperate and sign further agreements, including an agreement establishing a joint SPV for the Project. The Letter of Intent will remain in force until December 31st 2017, but each Party has the right to terminate it on a month’s notice.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 1/2017 of January 25th 2017 and Current Report No. 5/2017 of March 13th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the release date for the separate and consolidated full year reports for 2016 has been postponed. The reports will be published on April 28th 2017 (instead of April 20th 2017, as previously scheduled). The Management Board of the Company further announces that the release date for the consolidated report on payments to governments has been postponed to April 28th 2017.
Given the above, the Management Board will announce 2016 full year results as per the following updated schedule:
1. First and third quarter interim results:
- Q1 2017 extended consolidated report – May 11th 2017
- Q3 2017 extended consolidated report – November 9th 2017
2. Half-year interim results:
- H1 2017 extended consolidated report – August 24th 2017
3. Full year results:
- 2016 separate full year report – April 28th 2017
- 2016 consolidated full year report – April 28th 2017
The consolidated report on payments to governments will be released on April 28th 2017.
Legal basis: Par. 103.2 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Report No. 53/2016 of October 4th 2016, Current Report No. 59/2016 of November 25th 2016, and Current Report No. 60/2016 of November 30th 2016, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 5th 2017 it approved the request to be submitted to the Company’s Supervisory Board to grant its consent for the Management Board to acquire non-current assets in the form of 203,125 new Series C registered shares in PDH Polska S.A. (“PDH Polska”) in connection with a planned increase in the company’s share capital.
At present, the Company holds 500,000 Series B registered shares in PDH Polska with a total par value of PLN 5,000,000.00, representing 3.91% of PDH Polska’s share capital.
The adopted resolution provides for approval of the request to be submitted to the Company’s Supervisory Board to grant its consent for the Management Board to acquire 203,125 new Series C registered shares in PDH Polska, with a par value and issue price of PLN 10 per share and total value of PLN 2,031,250.00 (two million, thirty-one thousand, two hundred and fifty złoty, 00/100).
The acquisition will be effected by the Company taking up the new shares in the increased share capital of PDH Polska.
The new Series C registered shares will be acquired through closed offering, in which the shares will be offered to shareholders with pre-emptive rights to acquire new company shares pro rata to their existing shareholdings.
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: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty S.A. (“Company”) publishes the estimated key consolidated operating results of the Grupa Azoty Group for 2016.
Revenue: 8,955.69m
EBITDA: PLN 1,005.78m
Operating profit: PLN 486.06m
Net profit: PLN 375.15m
Segment results:
Agro Fertilizers:
Revenue: PLN 5,115.65m
EBITDA: PLN 599.81m
Chemicals:
Revenue: PLN 2,295.33m
EBITDA: PLN 270.78m
Plastics:
Revenue: PLN 1,117.84m
EBITDA: PLN -32.53m
Energy:
Revenue: PLN 239.75m
EBITDA: PLN 95.54m
Other:
Revenue: PLN 187.12m
EBITDA: PLN 72.20m
The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are initial estimates, subject to revision. The consolidated annual report for 2016 will be issued on April 20th 2017, as announced by the Company in Current Report No. 5/2017 of March 13th 2017.
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: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty S.A. (“Company”) publishes the estimated key consolidated operating results of the Grupa Azoty Group for 2016.
Revenue: 8,955.69m
EBITDA: PLN 1,005.78m
Operating profit: PLN 486.06m
Net profit: PLN 375.15m
Segment results:
Agro Fertilizers:
Revenue: PLN 5,115.65m
EBITDA: PLN 599.81m
Chemicals:
Revenue: PLN 2,295.33m
EBITDA: PLN 270.78m
Plastics:
Revenue: PLN 1,117.84m
EBITDA: PLN -32.53m
Energy:
Revenue: PLN 239.75m
EBITDA: PLN 95.54m
Other:
Revenue: PLN 187.12m
EBITDA: PLN 72.20m
The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are initial estimates, subject to revision. The consolidated annual report for 2016 will be issued on April 20th 2017, as announced by the Company in Current Report No. 5/2017 of March 13th 2017.
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: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty S.A. (“Company”) publishes the estimated key consolidated operating results of the Grupa Azoty Group for 2016.
Revenue: 8,955.69m
EBITDA: PLN 1,005.78m
Operating profit: PLN 486.06m
Net profit: PLN 375.15m
Segment results:
Agro Fertilizers:
Revenue: PLN 5,115.65m
EBITDA: PLN 599.81m
Chemicals:
Revenue: PLN 2,295.33m
EBITDA: PLN 270.78m
Plastics:
Revenue: PLN 1,117.84m
EBITDA: PLN -32.53m
Energy:
Revenue: PLN 239.75m
EBITDA: PLN 95.54m
Other:
Revenue: PLN 187.12m
EBITDA: PLN 72.20m
The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are initial estimates, subject to revision. The consolidated annual report for 2016 will be issued on April 20th 2017, as announced by the Company in Current Report No. 5/2017 of March 13th 2017.
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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 1/2017 of January 25th 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2016 has been postponed from March 16th 2017 to April 20th 2017. Furthermore, the Company’s Management Board announces that the release date for the consolidated report on payments to governments has been changed to April 20th 2017.
Given the above, the Management Board will announce 2016 full year results as per the following updated schedule:
1. First and third quarter interim results:
- Q1 2017 extended consolidated report – May 11th 2017
- Q3 2017 extended consolidated report – November 9th 2017
2. Half year interim results:
- H1 2017 extended consolidated report – August 24th 2017
3. Full year results:
- 2016 separate full year report – April 20th 2017
- 2016 consolidated full year report – April 20th 2017
The consolidated report on payments to governments will be released on April 20th 2017.
Legal basis: Par. 103.2 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”), in reference to information communicated in Current Report No. 9/2017 of February 13th 2017 by Grupa Azoty Zakłady Azotowe Puławy S.A., a subsidiary of the Company (“Grupa Azoty Puławy”), concerning the expected effect on the 2016 consolidated financial statements of Grupa Azoty Puławy of a one-off non-monetary event – i.e. recognition of PLN 10m impairment losses on property, plant and equipment and intangible assets in its subsidiary Zakłady Azotowe Chorzów S.A., hereby announces the expected effect of the event on the Company’s consolidated financial statements:
effect on EBIT: PLN -10m.
The recognised impairment loss is another impairment loss on property, plant and equipment and intangible assets in Zakłady Azotowe Chorzów S.A. The first impairment loss of PLN 18.4m, announced by the Company in Current Report No. 17/2016 on February 8th 2016, was accounted for in the 2015 financial statements. The current impairment loss of PLN 10m will be accounted for in the Company’s financial statements for 2016.
Note: As the audit of the Company’s financial statements has not yet been completed, these amounts are not final and may be subject to change. The annual report of Grupa Azoty S.A. for 2016 will be issued on March 16th 2017.
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: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”) publishes a correction of Current Report No. 3/2017, issued on February 7th 2017, correcting an editorial error.
Former incorrect text of the report:
With reference to Current Report No. 7/2017 issued on February 7th 2017 by the subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) on a decision to adjust the value of certain assets, the Management Board of Grupa Azoty S.A. (the “Company”) announces that an adjustment was made to the value of assets, i.e. phosphate rock reserves recognised in the Company’s and Grupa Azoty Police’s consolidated financial statements, measured in connection with Grupa Azoty Police’s acquisition of a controlling interest in African Investment Group S.A. of Dakar, in the following manner:
As the Company’s financial statements are subject to audit by an independent auditor, the amounts disclosed above are not final and may be revised. The effect of the above adjustments on the Company’s consolidated financial statements will be determined following receipt of the consolidation package.
The effect of the above adjustments on retained earnings will be disclosed together with the Company’s upcoming full-year financial statements.
For full details of the recognised adjustments together with supplementary information presented by the Management Board of Grupa Azoty Police, see the subsidiary’s Current Report No. 7/2017 of February 7th 2017.
Correct text of the report:
With reference to Current Report No. 7/2017 issued on February 7th 2017 by the subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) on a decision to adjust the value of certain assets, the Management Board of Grupa Azoty S.A. (the “Company”) announces that an adjustment was made to the value of assets at the Company’s subsidiary, i.e. phosphate rock reserves recognised in Grupa Azoty Police’s consolidated financial statements, measured in connection with Grupa Azoty Police’s acquisition of a controlling interest in African Investment Group S.A. of Dakar, in the following manner:
The effect of the above adjustments on the Company’s consolidated financial statements will be determined following receipt of the consolidation package.
As the Company’s and Grupa Azoty Police’s financial statements are subject to audit by an independent auditor, the amounts disclosed above are not final and may be revised.
For full details of the recognised adjustments together with supplementary information presented by the Management Board of Grupa Azoty Police, see the subsidiary’s Current Report No. 7/2017 of February 7th 2017.
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: Art. 17.1 of MAR – Inside information
With reference to Current Report No. 7/2017 issued on February 7th 2017 by the subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) on a decision to adjust the value of certain assets, the Management Board of Grupa Azoty S.A. (the “Company”) announces that an adjustment was made to the value of assets, i.e. phosphate rock reserves recognised in the Company’s and Grupa Azoty Police’s consolidated financial statements, measured in connection with Grupa Azoty Police’s acquisition of a controlling interest in African Investment Group S.A. of Dakar, in the following manner:
As the Company’s financial statements are subject to audit by an independent auditor, the amounts disclosed above are not final and may be revised. The effect of the above adjustments on the Company’s consolidated financial statements will be determined following receipt of the consolidation package.
The effect of the above adjustments on retained earnings will be disclosed together with the Company’s upcoming full-year financial statements.
For full details of the recognised adjustments together with supplementary information presented by the Management Board of Grupa Azoty Police, see the subsidiary’s Current Report No. 7/2017 of February 7th 2017.
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: Art. 17.1 of MAR – Inside information
Further to Current Reports No. 53/2016 of October 4th 2016, No. 59/2016 of November 25th 2016, and No. 60/2016 of November 30th 2016, the Management Board of Grupa Azoty S.A. (the “Company”) announces, based on an official copy of the relevant entry in the business register of the National Court Register, that on February 2nd 2017 the District Court for Szczecin-Centrum of Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of PDH Polska S.A. (“PDH Polska”).
The registered change in PDH Polska‘s share capital was an increase from PLN 60m to PLN 128m. Currently, PDH Polska‘s share capital comprises a total of 12,800,000 outstanding shares (previously: 6,000,000) with a par value of PLN 10 per share.
The Company acquired 500,000 new shares with a par value of PLN 10 per share in the increased share capital of PDH Polska, at the issue price equal to the par value of the shares, with a total value of PLN 5m, becoming, together with Grupa Azoty Zakłady Chemiczne Police S.A., a shareholder of PDH Polska.
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).
The Management Board of Grupa Azoty S.A. (the “Company”) will announce its 2016 full year results and 2017 interim results as per the following schedule:
1. First and third quarter interim results:
- Q1 2017 extended consolidated report – May 11th 2017
- Q3 2017 extended consolidated report – November 9th 2017
2. Half year interim results:
- H1 2017 extended consolidated report – August 24th 2017
3. Full year results:
- 2016 separate full year report – March 16th 2017
- 2016 consolidated full year report – March 16th 2017
The Management Board of the Company further announces that the consolidated statement of payments to public administration bodies will be released on March 16th 2017.
Furthermore, the Company's Management Board announces that no separate (non-consolidated) quarter results will be published by the Company, as permitted under Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133, as amended)
(the “Regulation”). The consolidated quarter reports will incorporate separate (non-consolidated) quarter condensed consolidated financial statements and quarterly financial information.
Furthermore, the Company will not publish separate and consolidated quarter results for the last quarter of 2016 and the second quarter of 2017, as permitted under Par. 101.2 of the Regulation.
Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 83.3 of the Regulation.
Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
The Management Board of Grupa Azoty S.A. (“Company”) announces that a ‘Term Sheet for the Exclusive Propylene Sale Agreement’ (“Term Sheet”) has been agreed upon in connection with the PDH Project currently under development. The parties to the Term Sheet are Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (a Company subsidiary) and PDH Polska S.A.
For key terms of the Term Sheet, see Grupa Azoty Zakłady Chemiczne Police S.A.’s (“Grupa Azoty Police”) Current Report No. 66/2016 of December 28th 2016.
The Term Sheet is a next step in the capital investment project to build a propane dehydrogenation plant (“PDH Project”), implemented by PDH Polska S.A., a Grupa Azoty Police subsidiary, as announced by the Company in Current Report No. 53/2016 of October 4th 2016, Current Report No. 59/2016 of November 25th 2016, and Current Report No. 60/2016 November 30th 2016.
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).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that, at its meeting held on December 16th 2016, the Company’s Supervisory Board made the following changes to the composition of the Company’s Management Board:
– it removed Mr Mariusz Bober, President of the Management Board, from the Management Board. The relevant resolution became effective as of its date;
The Supervisory Board appointed Mr Wojciech Wardacki to the Management Board to serve as President of the Management Board. The relevant resolution becomes effective as of its date.
The Company’s Management Board further announces that the newly appointed President of the Management Board, Mr Wojciech Wardacki, made a representation to the effect that none of his activities outside the Company are 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, or a member of a governing body of any other competing legal person.
Mr Wojciech Wardacki is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
Information on education, qualifications, previously held positions and professional experience of the newly appointed President of the Management Board is attached to this report.
Legal basis: Par. 5.1.21 and Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company” or “Grupa Azoty”) presents below its responses to a shareholder’s questions addressed to the Company’s Management Board, pursuant to Art. 428.1 of the Commercial Companies Code, during the Extraordinary General Meeting held on December 2nd 2016.
The Grupa Azoty Management Board is well aware of the importance of shareholder access to information about the Company, which is why it uses its best efforts and complies with applicable laws to make sure it duly fulfils the disclosure requirements imposed on public companies. Our market communication policy and commitment to providing shareholders will all information they may need to make investment decisions feature high on Grupa Azoty’s agenda, ensuring transparency as well as wide and equal access to information.
Question 1
Does the Management Board believe that is it necessary to strengthen the Supervisory Board’s supervision of the Company, which would require a change to the composition of the Supervisory Board, as stated in the State Treasury’s opinion referred to in the justification for resolutions?
Response
The Company makes every effort to ensure that draft resolutions of the General Meeting contain a justification. The Management Board does not comment on decisions or proposals of the shareholders, who exercise their rights by attending the General Meeting.
Question 2
What has been done in order to strengthen the supervision of Grupa Azoty S.A.’s subsidiaries, including in particular Grupa Azoty Police?
Response
At Grupa Azoty, the supervision of subsidiaries is performed in compliance with applicable mandatory provisions of law, highest market standards and best practices, and taking into account the public status of subsidiaries (Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Chemiczne Police S.A.). One element strengthening the supervisory and audit functions is a proper selection of Supervisory Board members from among persons with relevant knowledge, competences and qualifications.
Question 3
Does Grupa Azoty properly supervise expenditures at its subsidiaries?
Response
Yes, Grupa Azoty S.A., acting within the scope of its corporate governance powers, supervises its subsidiaries in compliance with mandatory provisions of law and taking into consideration the powers of a given subsidiary’s governing bodies.
Question 4
How would the Management Board explain the drop in the price of Company shares from PLN 113 in December 2015 to PLN 51.5 in November 2016? What steps does the Management Board intend to take to increase the Company value for the shareholders?
Response
December 2015, when the price of Grupa Azoty S.A. stock reached its historical maximum of PLN 113, was a time when the market situation was particularly favourable to the chemical industry. As the global market drivers changed in H1 2016, the market sentiment towards the chemical industry changed too, which had a particularly strong effect on Grupa Azoty shares. However, it should be stressed that this adverse trend affected a large number of chemical companies, resulting in drops in their stock prices on stock exchanges all over the world. Grupa Azoty made every effort to report each material event and periodic financial results in a reliable and timely manner, in order to provide our shareholders with comprehensive information on the Company and its Group in accordance with best practices and thus enable the investors to assess the situation objectively and make proper investment decisions. Further, with a view to improving the liquidity of the Company shares, in November 2016 Grupa Azoty S.A. concluded an agreement with an additional market maker.
Question 5
Is any external fraud investigation or other investigation conducted (by external advisers, the State Treasury or other governmental agencies) at Grupa Azoty, including its subsidiaries? If so, what are the purpose and findings of such investigation? Is the State Treasury informed of the results of such investigations?
Response
The Company does not disclose information on supervisory or audit activities undertaken in the course of its day-to-day operations. If the relevant formal conditions relating to disclosure requirements are met, the Company will meet the requirements in compliance with the applicable legal regulations.
Question 6
When will the shareholders be fully informed of the investigations into irregularities which attracted significant media coverage, including in particular irregularities which might be classified as a criminal offence?
Response
In compliance with the Polish Criminal Code and the provisions of the Fair Trading Act, the Company provides no information on any pending or threatened investigations conducted by law enforcement agencies. If the relevant formal conditions relating to disclosure requirements are met, the Company will meet the requirements in compliance with the applicable legal regulations.
Question 7
What is the current status of Grupa Azoty’s investment in Senegal? It follows from a recent interview with the President of the Management Board of Grupa Azoty Police that the investment project has no value and the shareholders have been misled (full record of the interview: http:/radioszczecin.pl/29,8303,wojciech-wardacki). Is it true that no resources have been produced, as stated by the President of the Management Board of Grupa Azoty Police? What are the plans relating to that project? Could the Company comment on the statements of the President of the Management Board of Grupa Azoty Police?
Response
Material information on the current status of the Senegal project was provided by Grupa Azoty Zakłady Chemiczne Police S.A. in compliance with the applicable legal provisions, in a number of current reports (including Current Reports Nos. 42/2016, 43/2016, 47/2016 and 49/2016) and periodic reports for Q3 and H1 2016. The Company will not comment on the statements of the President of the Management Board of Grupa Azoty Police S.A.
Legal basis: Par. 38.1.12 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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 vote at the Extraordinary General Meeting held on December 2nd 2016, 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 2016, item 1639 as amended).
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 held on December 2nd 2016.
Objections to Resolutions No. 2, 5, 6, and 8 were raised by shareholders for the record in the minutes.
During the Extraordinary General Meeting, draft resolutions were submitted concerning item 7 of the agenda of the Extraordinary General Meeting, i.e. “Adoption of resolutions to determine the remuneration of members of the Company’s Supervisory Board” and convening of an Extraordinary General Meeting of the Company, as announced by the Company in Current Report No. 62/2016 on December 2nd 2016.
Legal basis: Par. 38.1.7 and Par. 38.1.9 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, draft resolutions submitted by an eligible natural person during the Company’s Extraordinary General Meeting on December 2nd 2016.
The submitted draft resolutions, published by the Company in the form of an appendix to this Current Report, refer to item 7 of the agenda of the Extraordinary General Meeting, i.e. “Adoption of resolutions to determine the remuneration of members of the Company’s Supervisory Board” and convening of an Extraordinary General Meeting of the Company.
The submitted draft resolutions were not adopted by the Extraordinary General Meeting.
Legal basis: Par. 38.1.5 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 2nd 2016, by way of Resolutions No. 3 and 4 of the Extraordinary General Meeting, the following persons were removed from the Company’s Supervisory Board:
Przemysław LisMaciej Baranowski.
At the same time, by way of Resolutions No. 5 and 6 of the Extraordinary General Meeting, the following persons were appointed to the Company’s Supervisory Board:
Monika FillIreneusz Purgacz.
The newly appointed members were nominated by the State Treasury as a shareholder in the Company.
Furthermore, by way of Resolution No. 7 of the Extraordinary General Meeting, Marek Grzelaczyk, Member of the Supervisory Board, was appointed Chairman of the Supervisory Board.
The Resolutions on removal and appointment of Members of the Supervisory Board and on appointment of the Chairman became effective as of their dates.
The Management Board also announces that the newly appointed Members of the Supervisory Board have made representations to the effect that they are not engaged in any activities competing with the Company’s business, nor are they partners in any competing partnership under civil law or any other type of partnership, nor members of the governing body of any other competing legal person.
In the representations provided to the Company, the new Members of the Supervisory Board further state that they are not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Management Board publishes, attached hereto, biographical notes on the new Members of the Supervisory Board.
Legal basis: Par. 5.1.21 and Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
Further to Current Report No. 53/2016 of October 4th 2016 and Current Report No. 59/2016 of November 25th 2016, the Management Board of Grupa Azoty S.A. (the “Issuer”, or the “Company”) announces that on November 30th 2016 the Company’s Supervisory Board passed a resolution to approve the Company’s equity involvement in PDH Polska S.A. (“PDH Polska”).
Pursuant to the resolution, the Supervisory Board approved the Issuer’s acquisition of an equity interest in PDH Polska, i.e. acquisition of 500 thousand new issue registered shares in PDH Polska, with a par value of PLN 10 per share, at the issue price equal to their par value totalling PLN 5m, and payment of the price fully in cash.
The above resolution was adopted in connection with the letter of intent signed by the Company and Grupa Azoty Zakłady Chemiczne Police S.A. on October 4th 2016, concerning, among other things, cooperation to recapitalise PDH Polska. 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).
Further to Current Report No. 53/2016 of October 4th 2016, the Management Board of Grupa Azoty S.A. (the “Issuer”, or the “Company”) announces that on November 25th 2016 it passed a resolution on the Company’s capital involvement in PDH Polska S.A. (“PDH Polska”).
Pursuant to the resolution, the Company will invest in PDH Polska and subscribe for 500 thousand new issue Series B registered shares of PDH Polska, with a par value of PLN 10 per share, at the issue price equal to their nominal value, totalling PLN 5m. The shares will be fully paid for in cash by December 10th 2016.
The above resolution was adopted in connection with the letter of intent signed by the Company and Grupa Azoty Zakłady Chemiczne Police S.A. on October 4th 2016, concerning, among other things, cooperation to recapitalize PDH Polska. At the same time, the Company announces that in order to implement the resolution, the Management Board will request the Company’s Supervisory Board for its approval of the transaction.
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).
The Management Board of Grupa Azoty S.A. (the “Company”) reports that on November 23rd 2016 the Company’s subsidiary Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., (the “Buyer”), executed an oxygen and nitrogen supply agreement (the “Agreement”) with Air Products Sp. z o.o. (the “Seller”).
The Agreement was executed for a definite period from April 1st 2017 to December 31st 2035, in accordance with the agreed schedule and business terms. The estimated value of deliveries to be made under the Agreement is PLN 1.1bn, VAT exclusive.
The Agreement provides for contractual penalties for failure to make the oxygen and/or nitrogen deliveries, and the amount of the penalties depends on the period of default by the Seller and the resulting downtime of the Buyer’s ammonia and/or synthesis gas unit.
The Agreement may be terminated by the Buyer if during its term a change of ownership or control over the Seller occurs as a result of an agreement, share sale or otherwise. In such a case, the Agreement may be terminated within six months from the Buyer being notified of the change by the Seller, at two months’ notice.
The other terms and conditions of the Agreement do not differ from standard terms used in agreements of this type.The value of the Agreement exceeds 10% of the Company’s equity. The Agreement was concluded to ensure continued security of supplies and production, cost stability, and security of production planning and product development for the Buyer (a significant company of the Grupa Azoty Group), as well as to reduce unit cost of production by ensuring attractive purchase terms.
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).
The Management Board of Grupa Azoty S.A. publishes a correction of the consolidated quarterly report for Q3 2016, issued on November 9th 2016.
The correction is due to an editorial error concerning dividend payment in Q3 2016. The consolidated quarterly report contained information (Section 3.3) that in Q3 2016 the Parent did not pay any dividend.
CORRECT INFORMATION:On July 11th 2016, dividend for 2015 was paid, and June 20th 2016 was the dividend record date. A resolution on the distribution of profit was passed by the Parent's Annual General Meeting on June 6th 2016. From the profit, PLN 83,324 thousand (i.e. PLN 0.84 per share) was allocated to dividend payment.
Legal basis: Par. 6.4 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 February 19th 2009 (Dz.U. of 2014, item 133, as amended).
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 December 2nd 2016.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”), acting pursuant to Art. 399.1 in conjunction with Art. 400.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code, and pursuant to Art. 43.1.3) of the Articles of Association, upon request of the shareholder State Treasury, hereby gives notice of the Extraordinary General Meeting of the Company, to be held on December 2nd 2016 at 12.00 noon at the Company’s registered office, ul. Kwiatkowskiego 8, Tarnów, Poland (conference room 57/58, 1st floor). The total number of Grupa Azoty S.A. shares is 99,195,484. As of December 2nd 2016, 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 General Meeting.3. Confirmation that the Meeting has been properly convened and has the capacity to adopt valid resolutions.4. Adoption of the agenda.5. Adoption of resolutions to change the composition of the Supervisory Board.6. Adoption of resolutions to determine the rules of remuneration of members of the Company’s Management Board.7. Adoption of resolutions to determine the remuneration of members of the Company’s Supervisory Board.8. Closing of the Meeting.
Right to participate in the General Meeting
Pursuant to Art. 406[1].1 of the Polish Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at November 16th 2016 (the record date), have the right to participate in the Meeting.To ensure their participation in the General Meeting, holders of rights under book-entry bearer shares should submit a request for the issue of a personal certificate confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty S.A. with the entity keeping their securities account. The requests should be submitted on or after the publication of the notice of General Meeting, i.e. November 4th 2016 and no later than on the first weekday following the record date, i.e. November 17th 2016. In accordance with the laws and regulations governing trade in financial instruments, records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting.A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the General Meeting, i.e. on November 29th, November 30th, and December 1st 2016, from 8am to 3pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the 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 the persons authorised to represent the legal person.A proxy may exercise all the shareholder’s rights 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 publish a form of electronic power of proxy to be downloaded from www.grupaazoty.com. The grant of powers of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.The procedure for identification of the principal applies accordingly to a notification of revoking of powers of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.It is the shareholder who decides on the way of granting the power of proxy and the Company is not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending 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 issues should 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 meeting, that is by November 11th 2016. The request may be sent in electronic form to the Company’s dedicated email address: ##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 the Company’s dedicated email address: ##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, Poland.Draft resolutions on matters placed on the agenda may be submitted by all shareholders during the Extraordinary General Meeting. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the 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 General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholder section of the Company’s website www.grupaazoty.com.
Legal basis: Par. 38.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
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justify;line-height:normal">The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of a one-off non-monetary event on the consolidated financial statements of Grupa Azoty S.A. for Q3 2016. justify;line-height:normal">
justify;line-height:normal">We refer to the information published by the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. in its Current Report No. 51/2016 of October 12th 2016 onthe effect of a one-off event on the consolidated financial performance of Grupa Azoty Zakłady Chemiczne Police S.A., i.e. the write-off by African Investment Group S.A. of Dakar of the following assets: justify;line-height:normal">· the stock of phosphate rock in the Lam Lam area (about PLN 5.4m), due to the fact that the product has no commercial value; justify;line-height:normal">· the intangible assets in the form of capitalized expenditure on exploration for and evaluation of mineral deposits in the Lam Lam area (approximately PLN 10.6m), and the non-depreciated value of the Lam Lam deposits (approximately PLN 2m) following the expiry in August 2016 of the mining licence for the Lam Lam area and final discontinuation of mining work in that area in 2014. As there was no rationale to continue the exploration work, the company did not elect to apply for an extension of the licence.The Company estimates the effect of the event on the consolidated EBIT of Grupa Azoty S.A. at approximately PLN 18m. The consolidated financial statements of Grupa Azoty S.A. for Q3 2016 will be published on November 9th 2016. justify;line-height:normal">
justify;line-height:normal">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).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 4th 2016 the Company and its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) signed a letter of intent concerning the Company’s equity involvement in the PDH Project (the “Letter of Intent”).
The investment project providing for the construction of a propane dehydrogenation unit for the purposes of propylene production, with an annual capacity of over 400 thousand tonnes (“PDH Project”), is being implemented by PDH Polska S.A. (“PDH Polska”), Grupa Azoty Police’s subsidiary.
Currently, following a review, the total value of the PDH Project covered by a project finance plan (including capital expenditure, capital expenditure reserve, finance cost in the construction phase, debt service reserve account and PDH Polska’s operating expenses in the construction phase) exceeds USD 700m (over PLN 2,693m, as translated at the mid exchange rate quoted by the National Bank of Poland for October 4th 2016), with the following model financing structure:a) 30% − subordinated financing (equity and subordinated loan),b) 70% − senior debt.
The final amount of the PDH Project’s capital expenditure will be known after work is completed on the FEED documentation and the contractor for the delivery of a unit for propylene production using the PDH method is selected.
As announced in Current Report No. 5/2015 of Grupa Azoty Police, dated March 27th 2015, the project budget was then estimated at PLN 1,675m.
The parties to the Letter of Intent agreed to:- cooperate in arranging the capital necessary for the execution of the PDH Project by PDH Polska; - make contributions to PDH Polska’s equity to be used to finance the execution of the PDH Project; the Company is interested in direct involvement in PDH Polska in the form of a contribution to equity, and in supporting PDH Polska in acquiring debt capital, working capital and other forms of financing.
The final ownership structure of PDH Polska, as well as the amounts and timetable of capital contributions to PDH Polska will be determined by the steering committee appointed under the Letter of Intent.
The Letter of Intent will be valid until December 31st 2019 or until the parties resolve to terminate their cooperation. The Letter of Intent also provides for its optional extension upon the parties’ agreement.
The other parties which have declared their readiness to cooperate in the execution of the project are: Polski Fundusz Rozwoju S.A. (formerly: Polskie Inwestycje Rozwojowe S.A.) and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., as announced by Grupa Azoty Police in its Current Report No. 14/2015 of May 19th 2015.
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).
Further to Current Report No. 26/2015 of April 23rd 2015, the Management Board of Grupa Azoty S.A. (the „Company”, the „Borrower”) announces that on September 20th 2016 the Company, together with other Group companies (the „Borrowers”, „Group Companies”) executed an annex to a multi-purpose credit facility agreement („MPCF Agreement”) with Powszechna Kasa Oszczędności Bank Polski S.A. (the „Bank”). Under the annex:
• the facility limit was increased from PLN 237,000,000 to PLN 240,000,000;• the final availability date was extended from September 30th 2016 to September 30th 2019;• in addition to the PLN facility, a revolving credit facility denominated in EUR and USD was also made available; • Grupa Azoty ATT Polymers GmbH, a subsidiary of the Company, became party to the MPCF Agreement as a new borrower and was provided with a non-revolving credit facility of up to EUR 7,500,000, with the final repayment date falling on December 31st 2024, on condition that the MPCF Agreement’s provisions on security for the repayment of these liabilities remain binding until that date.
Under the MPCF Agreement, the Bank granted each Borrower a revolving facility, and Grupa Azoty ATT Polymers GmbH − a non-revolving facility, to finance the payment of obligations related to their business activities and payments under open documentary letters of credit and bank guarantees issued by the Bank.
The limit made available by the Bank is available to the individual Borrowers in the form of sub-limits established by the Company. As at the annex date, the sub-limits under the MPCF Agreement are as follows: up to PLN 50,000,000 for Grupa Azoty S.A.; up to PLN 82,000,000 for Grupa Azoty Zakłady Chemiczne Police S.A.; up to PLN 30,000,000 for Grupa Azoty Zakłady Azotowe Puławy S.A.; up to PLN 50,000,000 for Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and up to PLN 28,000,000 for Grupa Azoty ATT Polymers GmbH. Sub-limit amounts will each time be defined in an allocation instruction submitted by the Company to the Bank. At the Company’s request, the allocation of sub-limits between the individual Borrowers may be changed throughout the entire facility term, with the proviso that the aggregate amount of all sub-limits used at the time by the Company and the Group Companies may not exceed the total facility amount.
The Bank’s claims under the MPCF Agreement are secured by sureties granted under a surety agreement made on September 20th 2016 between the Bank and the Company, 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.) as surety providers. The sureties were granted for an aggregate amount of PLN 240,000,000. Each surety provider granted a surety covering the Company’s liabilities under the MPCF Agreement, with the proviso that the aggregate amount of those sureties does not exceed 120% of the limit amount, that is PLN 288,000,000 in aggregate, at any time during the facility availability period, irrespective of whether new entities become parties to the surety agreement. The share of each surety provider in the aggregate surety amount specified above is one-third (1/3), therefore the amount of surety granted by each surety provider was set at up to PLN 96,000,000.
The surety providers’ liability under the surety agreement is several but not joint. As of its date, the surety agreement supersedes the previous surety agreement securing the Bank’ claims under the MPCF Agreement of April 23rd 2015.The surety expires upon expiry of the security term, which ends upon repayment of debt under the MPCF Agreement. The sureties were provided on arm’s length terms for good consideration. No other financial terms were defined.
The Company is liable to repay all amounts due under the MPCF Agreement, and each of the other Borrowers (the Company’s subsidiaries) is liable to repay the amounts due under the facility which are drawn under the sub-limit made available to it.
The MPCF Agreement also includes provisions which impose certain restrictions on the Company and surety providers, concerning for instance making dispositions with respect to their material assets or encumbering such assets, granting loans and guarantees, paying dividends and incurring financial liabilities, above the consolidated net debt to EBITDA ratios agreed with the lenders, which have been made consistent with the provisions of the revolving credit facility agreement of April 23rd 2015 (see Current Report No. 25/2015 of April 23rd 2015).
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 other terms of the MPCF Agreement do not differ from standard terms used in agreements of such type.
Further 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 and Current Report No. 26/2015 of April 23rd 2015, the Management Board of the Company also announces that on September 20th 2016 the Company and its subsidiaries executed with the Bank an annex to the overdraft facility agreement of October 1st 2010 (“Overdraft Agreement”). Under the annex, the facility limit was increased from PLN 302,000,000 to PLN 310,000,000 and the final availability date was extended from September 30th 2016 to September 30th 2019.
Moreover, starting from October 1st 2016, the Overdraft Agreement will be tied to actual cash pooling at PKO BP, which will replace the virtual cash pooling agreement with PKO BP, to be terminated as of October 1st 2016. In addition to interest income and expense optimisation available under the existing structure, the new solution will enable the Group companies to use the Group’s global liquidity limit within the concurrent positive and negative balances in the Group companies’ current accounts used to finance their operations.
The limit made available by the Bank is available to the individual borrowers in the form of sub-limits established by the Company. As at the date of the annex to the Overdraft Agreement, the sub-limits were set as follows: up to PLN 108,700,000 for Grupa Azoty S.A.; up to PLN 123,000,000 for Grupa Azoty Zakłady Chemiczne Police S.A.; up to PLN 21,700,000 for Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and a total of PLN 56,600,000 for the other subsidiaries. Sub-limit amounts are each time defined in an allocation instruction submitted by the Company to the Bank. At the Company’s request, the allocation of sub-limits between the individual Borrowers may be changed throughout the entire facility term, with the proviso that the aggregate amount of all sub-limits used at the time by the Company and the Group Companies may not exceed the total facility amount.
The Bank’s claims under the Overdraft Agreement are secured by sureties granted under a surety agreement made on September 20th 2016 between the Bank and the Company, 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.) as surety providers. The sureties were granted for an aggregate amount of PLN 310,000,000. Each surety provider granted a surety covering the Company’s liabilities under the Overdraft Agreement, with the proviso that the aggregate amount of those sureties does not exceed 120% of the limit amount, that is PLN 372,000,000 in aggregate, at any time during the facility availability period, irrespective of whether new entities become parties to the surety agreement. The share of each surety provider in the aggregate surety amount specified above is one-third (1/3), therefore the amount of surety granted by each surety provider was set at up to PLN 124,000,000.
The surety providers’ liability under the surety agreement is several but not joint. As of its date, the surety agreement supersedes the previous surety agreement securing the Bank’ claims under the Overdraft Agreement of April 23rd 2015.The surety expires upon expiry of the security term, which ends upon repayment of debt under the Overdraft Agreement. The sureties were provided on arm’s length terms for good consideration. No other financial terms were defined.
The Company is liable to repay all amounts due under the Overdraft Agreement, and each of the Group Companies is liable to repay the amounts due under the facility which are drawn under the sub-limit made available to it.
The Overdraft Agreement also includes provisions which impose certain restrictions on the Company and surety providers, concerning for instance making dispositions with respect to their material assets or encumbering such assets, granting loans and guarantees, paying dividends and incurring financial liabilities, above the consolidated net debt to EBITDA ratios agreed with the lenders, which have been made consistent with the provisions of the revolving credit facility agreement of April 23rd 2015 (see Current Report No. 25/2015 of April 23rd 2015).The annual interest rate is the 1M WIBOR reference rate plus the Bank’s margin.
The other terms of the Overdraft Agreement do not differ from standard terms used in agreements of such type.
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).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on July 26th 2016 it received from Polski Koncern Naftowy ORLEN S.A. and Anwil S.A. a notice of termination of the Non-Disclosure Agreement executed in January 2015 by and between the Company, the State Treasury, Polski Koncern Naftowy ORLEN S.A. and Anwil S.A. (the “Agreement”).
The Agreement concerned negotiations aimed at concluding an agreement between the its parties to set a framework for a potential integration of the chemicals and fertilizers sector. In January 2015, the Company delayed the disclosure of inside information about the negotiations and their circumstances, as immediate disclosure was likely to adversely affect the negotiations or their outcome. The disclosure was delayed pursuant to Art. 57 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005.
Legal basis: Art. 17.1 and 17.4 of MAR
The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of a one-off non-monetary event on the consolidated financial statements of Grupa Azoty S.A. for H1 2016.
Further to information published by the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. in its Current Report No. 42/2016 of July 22nd 2016 on the effect of a one-off event on the consolidated financial performance of Grupa Azoty Zakłady Chemiczne Police S.A., i.e. the recognition of:
at African Investment Group S.A., a subsidiary, the Company estimates the effect of the recognition on the consolidated EBIT at approximately PLN 24.4m.
Note: As the financial statements of the Company are currently being reviewed by the auditor, these amounts are not final and may change. The consolidated financial statements of Grupa Azoty S.A. for H1 2016 will be published on August 24th 2016.
Legal basis: Art. 17.1 of MAR
The Management Board of Grupa Azoty S.A. (the “Company” or “Grupa Azoty”) publishes below its responses to a shareholder’s questions addressed to the Company’s Management Board, pursuant to Art. 428.1 of the Commercial Companies Code, during the Annual General Meeting held on July 5th 2016.
The Grupa Azoty Management Board is well aware of the importance of shareholder access to information about the Company, which is why it uses its best efforts and complies with applicable laws to make sure it duly fulfils the disclosure requirements imposed on public companies. Our market communication policy and commitment to providing shareholders will all information they may need to make investment decisions feature high on Grupa Azoty’s agenda, ensuring transparency as well as wide and equal access to information.
Question 1 What are the findings of the review of Grupa Azoty’s investment in Senegal? Have you identified any risk of potentially illegal actions related to this investment?
ResponseIn response to Question 2, the Company’s Current Report No. 41/2016 of June 20th 2016 provides relevant information about the investment in Senegal. The Senegalese investment is still being analysed.
Direct supervision over the project is exercised by Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police” or the “subsidiary”), which is also a public company, and as such keeps disclosing all material information about the investment. Facts material to the entire Group will be communicated by Grupa Azoty S.A. as the parent, and so will be any future decisions, actions and risks regarding the investment.
Question 2Has Grupa Azoty Police or Grupa Azoty incurred any loss due to the overpriced investment in Senegal?
ResponseGrupa Azoty Police is disclosing and will continue to disclose in its current reports all material information on the investment in Senegal.
Question 3
Why has no adjustment been made to the consolidated financial statements in connection with the error in Grupa Azoty Police’s financial statements?
ResponseThe Company has analysed the effect of the information about errors in the financial statements disclosed by Grupa Azoty Police in its Current Report No. 27/2016 of May 30th 2016 on Grupa Azoty S.A.’s consolidated financial statements for 2015. Afterwards, in Current Report No. 34/2016 of June 28th 2016, the subsidiary Grupa Azoty Police S.A. announced that its Management Board had resolved to make no adjustments to the subsidiary’s and its Group’s financial statements for 2015.The analysis did not reveal any need to make adjustments to Grupa Azoty S.A.’s consolidated financial statements for 2015. Relevant information was disclosed by Grupa Azoty S.A. in its Current Report No. 43/2016 of June 29th 2016.
Question 4Why were the costs of advisory services so high in 2014 and 2015, considering that the Company executed no major transactions, acquisitions or projects in that period other than in the ordinary course of business?
ResponseThe Company’s spending on advisory services in 2014–2015 was lower than in the preceding years. The expenditure was incurred in connection with the Group’s M&A Strategy until 2020. In that period, the Company analysed the markets with regard to asset acquisition opportunities, focusing in particular on distribution of products within its area of interest.
Question 5What was the reason behind the Company’s extensive use of external advisory services? Does the new Management Board plan to allocate similar amounts to advisory services? Would it not be better to assign those amounts to support the Company’s dividend policy? Does the Company have a dividend policy in place?
Response
The Company has a duty towards shareholders to perform its management activities in a professional and responsible manner. Therefore, management decisions must be informed by an analysis of multiple aspects and areas. The size of spending on advisory services will depend on the Company’s needs for support in its day-to-day operations. Every year, the Management Board recommends that funds be allocated to dividend payments, in accordance with the applicable dividend policy. Ultimately, irrespective of the adopted dividend policy, final decisions on dividend payments rest with the shareholders.
Question 6Who were the key external advisors to the Company? What kind of advisory services were provided and which projects did they pertain to? What is the meaning of the term ‘advisory and legal services’ in the table presented to the Ministry of Treasury in response to Question 2 from the Ministry, on which ca. PLN 31m was spent in 2014−2015? Please specify the scope of those services.
Response
In the Management Board’s opinion, the spending on advisory and legal services (including expenditure incurred in 2014−2015) was commensurate with the Company’s needs, taking into account the scale of its business and development strategies. Advisory services are primarily related to the Company’s operations, in particular tax advisory and audits, while legal services are connected with the preparation of opinions and memoranda regarding development and acquisition projects in the pipeline. The Company employs legal advisors with international experience and reach, as it operates in and focuses on the global market.
Question 7Were the advisors selected in a tender procedure? Was the expenditure on advisory services and its reasonableness thoroughly analysed by the new Management Board? Did it raise any doubts?
Response
The Company collaborates with professional, knowledgeable and experienced advisors, who are selected in line with procedures applicable at the Company. The Company’s operations are audited on an ongoing basis. No material conclusions need to be disclosed by the Company in this respect.
Question 8What is the Management Board’s opinion on the consequences of including Grupa Azoty S.A. in a list of companies subject to statutory protection under the Act on the Control of Certain Investments?
ResponseIn its operations, the Company abides by applicable laws. The enactment of the Act on the Control of Certain Investments is in the remit of the State, and the composition of the list is beyond the Management Board’s control. The Management Board acknowledges and implements all legislative acts of the State.
Question 9Has the Management Board considered the implications of the Act on the possibility of raising capital, e.g. through the issue of shares, and on the possibility of further consolidating Grupa Azoty, taking into account the restrictions under the Act, as well as on intra-Group transactions, including those pertaining to transfer of ownership or business, or an organised part of business, between Grupa Azoty companies?
Response
The Management Board believes that the Act will not conflict with its pursuit of capital raising projects, if any. Every justified and economically viable project will be subject to assessment and approval by the Company’s competent governing bodies, including by the majority shareholder. So far, all projects for which there was a sound case have been green-lighted.
Legal basis: Par. 38.1.12 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 February 19th 2009 (consolidated text: Dz. U. of 2014, item 133).
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 (the “AGM”) held on June 6th 2016 and resumed after an adjournment on July 5th 2016, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights.
Attached to this current report are: a list of shareholders holding 5% or more of total voting rights at the AGM until the adjournment (June 6th 2016), and a list of shareholders holding 5% or more of total voting rights at the resumed AGM on July 5th 2016.
Legal basis: Art. 70.3 of the Public Offering Act, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2013, item 1382, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on July 7th 2016 it was notified by the State Treasury of the appointment of Mr Marek Grzelaczyk to the Company’s Supervisory Board of the 10th term, effective from July 5th 2016, pursuant to Art. 16.2 of the Company’s Articles of Association.
The Management Board also announces that the newly appointed Member of the Supervisory Board 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, nor a member of a governing body of any other competing legal person.
In the representations provided to the Company, the new Member of the Supervisory Board further states that he is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on July 5th 2016.
Objections to Resolutions No. 9 and No. 25 were raised by shareholders for the record in the minutes.
During the Annual General Meeting, a draft resolution concerning item No. 10 of the agenda of the Annual General Meeting ‘Review and approval of the consolidated financial statements of the Grupa Azoty Group for the period January 1st–December 31st 2015 and the Directors’ Report on the operations of the Grupa Azoty Group in the financial year 2015’ was submitted, as reported by the Company in Current Report No. 44/2016 of July 5th 2016.
The Company’s Annual General Meeting resumed its proceedings after the adjournment announced on June 6th 2016, as reported by the Company in Current Report No. 36/2016 of June 6th 2016. The resolutions passed before the adjournment were published by the Company in Current Report No. 37/2016 of June 6th 2016.
Legal basis: Par. 38.1.7 and Par. 38.1.9 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 February 19th 2009 (consolidated text: Dz. U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on July 5th 2016, 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 10th joint term of office:
Mr Przemysław Lis – as Chairman Mr Maciej BaranowskiMr Robert KapkaMr Tomasz KarusewiczMr Artur KucharskiMr Bartłomiej LitwińczukMr Zbigniew PaprockiMr Roman Romaniszyn.
The new members of the Company’s Supervisory Board were appointed pursuant to Art. 385.1 of the Polish Commercial Companies Code, as well as Art. 36.1 and Art. 51.6 of the Company’s Articles of Association, following elections held among the Company’s employees.
The resolutions on appointment of Members of the Supervisory Board of the 10th term of office became effective as of their dates.
The Management Board also announces that the newly appointed Members of the Supervisory Board have made representations to the effect that they are not engaged in any activities competing with the Company’s business, nor are they partners in any competing partnership under civil law or any other type of partnership, nor members of the governing body of any other competing legal person.
In the representations provided to the Company, the new Members and Chairman of the Supervisory Board of the 10th term of office further state that they are not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Management Board publishes, attached hereto, biographical notes on the new Members of the Supervisory Board of the 10th term of office.
Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, a draft resolution submitted by an eligible natural person during the Company’s Annual General Meeting on July 5th 2016.
The draft resolution, published by the Company as an appendix hereto, concerned item No. 10 of the agenda of the Annual General Meeting ‘Review and approval of the consolidated financial statements of the Grupa Azoty Group for the period January 1st–December 31st 2015 and the Directors’ Report on the operations of the Grupa Azoty Group in the financial year 2015’.
The submitted draft resolution was not adopted by the Annual General Meeting.
Legal basis: Par. 38.1.5 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 February 19th 2009 (consolidated text: Dz. U. of 2014, item 133).
With reference to Current Report No. 32/2016 of May 31st 2016, and Current Report No. 34/2016 issued on June 28th 2016 by Grupa Azoty Zakłady Chemiczne Police S.A., the Company’s subsidiary, the Management Board of Grupa Azoty S.A. (the “Company”) decided, based on the results of internal analyses and the auditor’s statement of position (on which the Company reported in Current Report No. 42/2016 of June 27th 2016), that the Company’s consolidated financial statements for 2015 will not be corrected.
The Company’s consolidated financial statements for 2015, published on March 11th 2016 as an integral part of the consolidated periodic report for 2015, will be submitted to the Annual General Meeting on July 5th 2016 for discussion in its present form.
Legal basis: Art. 56.5 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 2013, item 1382, as amended).
In reference to Current Report No. 27/2016 issued on May 30th 2016 by Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of Grupa Azoty S.A. (the “Company”), in which Grupa Azoty Police published inside information on potential errors in its financial statements for 2015, and in reference to Current Report No. 32/2016 of May 31st 2016, in which the Company presented its position on the disclosure, the Management Board of Grupa Azoty S.A. announces that on June 26th 2016 it received the position of the auditor, in which he stated that he sees no grounds for cancelling the auditor’s opinion issued on March 8th 2016 on the separate and consolidated financial statements of Grupa Azoty Police.
Legal basis: Art. 56.5 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 2013, item 1382, as amended).
The Management Board of Grupa Azoty S.A. (the “Company” or “Grupa Azoty”) publishes below its responses to a shareholder’s questions addressed to the Company’s Management Board, pursuant to Art. 428.1 of the Commercial Companies Code, during the Annual General Meeting held on June 6th 2016:
Well aware of the importance of shareholder access to information about the Company, the Grupa Azoty Management Board uses its best efforts and complies with applicable laws to make sure it duly fulfils the disclosure requirements imposed on public companies. Our market communication policy and commitment to providing shareholders will all information they may need to make investment decisions feature high on Grupa Azoty’s agenda, ensuring transparency as well as wide and equal access to information.
Question 1 – Has Grupa Azoty been subject to an audit by the Polish government (including the Ministry of State Treasury)? If so, have there been any significant audit findings?
ResponseThe Company has not been formally audited by the government or by the Ministry of State Treasury. However on April 26th 2016, the Minister of State Treasury, acting on behalf of the Polish State Treasury, requested information on any identified irregularities at the Company or its subsidiaries between 2008 and 2016 with regard to:- any perquisites for members of the Company’s governing bodies, especially their use of Company property,- any advisory, consulting, sponsoring, marketing and CSR expenditures,- any breach or circumvention of public procurement procedures, or mismanagement of the Company’s affairs,- any breach or circumvention of employee guarantees, including any instances of improper conduct by members of the Company’s governing bodies which could negatively reflect upon the Company’s image.On May 10th 2016, the Management Board submitted a reply to the Minister’s letter, a copy of which is included in the documents, under item 15 of the agenda of the now ongoing General Meeting (‘Current information for the Shareholders’).
Question 2 – What are Grupa Azoty’s long-term plans for its investment in Senegal?
ResponseOperating in the chemical industry, Grupa Azoty is strongly determined to secure access to raw materials, through M&A projects, equity investments in mineral deposits, capex on extraction technologies and backward integration of the production chain.Through its subsidiaries, Grupa Azoty remains a long-term shareholder of the Senegalese entity, which is the operator of mineral production projects at various stages of development. In the case of production projects at the licence application or preparation stages, decisions are not to be expected within the next few months. As a publicly traded company, Grupa Azoty Police, in line with the disclosure requirements imposed on listed companies, reports all material information on its activities. Accordingly, all relevant information on the Company’s investment in AIG SA of Senegal has been disclosed in current reports, and so will be any future decisions regarding the investment.
Question 3 – How does the new Management Board intend to strengthen oversight of such investments and what will be the future criteria of their valuation?
ResponseThe Grupa Azoty Management Board exercises effective oversight and monitors all investment projects from preparation to completion, settlement and accounting, via dedicated teams at relevant entities, relying − where it sees fit − on external expert assistance. The valuation criteria do not differ from those commonly used on the market and will certainly be fine-tuned going forward, as they probably are at all business organisations, in the interest of the Grupa Azoty companies.All investment projects of this kind are assessed by the Company’s governing bodies and green-lighted only subject to their approval.
Question 4 – What is the current status of the Coal Gasification project − does the Management Board intend to carry it on?
ResponseThe project to build and operate a clean coal-based facility, to produce base chemicals such as ammonia and methanol, is still at the analysis stage. Special focus is placed on analysing the possible product streams and their market prospects, and on estimating the construction and operation costs under various scenarios.Information on the project status and successive milestones will be disclosed to the capital market in the manner required of public companies.
Question 5 – What is the current status of the new propylene production project in Police and, given the situation in Senegal, is its financing at risk?
ResponseThe strategic project to construct an on-purpose propane dehydrogenation (PDH) unit is under way and is in no way threatened. Currently, specialist design firms are working on its FEED – Front End Engineering Design, i.e. detailed technical specifications of the plant and its immediate surroundings, which will allow us to accurately budget the project’s cost. We also keep updating our forecasts for the feedstock and product markets, the conditions and cost of logistics, and are seeking to strengthen relationships with our trade partners.There is a special purpose vehicle – PDH Polska SA, responsible for the project preparation and design, which will soon be in charge of work to arrange the necessary financing. PDH Polska S.A. has already selected a contract engineer. We will inform the market on completion of the project’s formal milestones in the manner required of public companies.
Legal basis: Par. 38.1.12 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the "Company") announces that on June 10th 2016 it received a notification from Norica Holding S.à.r.l. of Luxembourg ("Norica"), acting on its own behalf and as attorney for:
– Subero Associates Inc. of Tortola, British Virgin Islands, a private limited company ("Subero"), and
– Viatcheslav Kantor ("Viatcheslav Kantor"),
as well as attorney for:− Terasta Enterprises Ltd, with registered office in Nicosia, at Nikis & Kastoros, 2 1087, Nicosia, Cyprus ("Terasta"),
− Redbrick Holding S.à r.l., with registered office in Luxembourg at Avenue Charles de Gaulle 2, L-1653, Luxembourg ("Redbrick Holding"), and
− Redbrick Investments S.à r.l., with registered office in Luxembourg at rue du Fort Rheinsheim 8, L-2419, Luxembourg ("Redbrick Investments"),
prepared pursuant to Art. 69.1.2, Art. 69a.3 and Art. 87.5.1. of the Act on Public Offering, 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, following the execution of three intra-group transactions on June 8th, whereby shares in JSC Acron, a joint-stock company of Veliky Novgorod, Russia ("Acron") were indirectly and directly sold by Acron shareholders controlled by Subero and Viatcheslav Kantor to Redbrick Holding (controlled by Terasta, Subero and Viatcheslav Kantor), Redbrick Holding and its direct parent undertaking Terasta became the parents of Acron.
As a result of the intra-group transactions, on June 8th 2016:Viatcheslav Kantor and Subero (owned by Viatcheslav Kantor) sold, indirectly, through Acron, TrustService Limited Liability Company of Veliky Novgorod, Russia ("TrustService"), Norica, Opansa Enterprises Limited of Nicosia, with registered office at Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, entered in the Register of Companies under No. HE 309640 ("Opansa"), and Rainbee Holdings Limited of Nicosia, with registered office at Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, entered in the Register of Companies under No. HE 309661 ("Rainbee"), 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting,
and furtherbought indirectly, through Terasta, Redbrick Holding, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19,4784% of total voting rights) at the Company's general meeting;Terasta (direct subsidiary of Subero and indirectly owned by Viatcheslav Kantor) bought indirectly, through Redbrick Holding, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19,4784% of total voting rights) at the Company's general meeting;
Redbrick Holding (direct subsidiary of Terasta and indirectly owned by Viatcheslav Kantor) bought indirectly, through Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19,4784% of total voting rights) at the Company's general meeting.
"Transaction I"
Following the Transaction, Terasta and Redbrick Holding indirectly increased their share of total voting rights at the Company's general meeting to approximately 19.4784%, thus exceeding the 15% threshold of total voting tights at the general meeting.A. Following Transaction I:
1. Redbrick Holding, the parent of Acron, held indirectly, through its subsidiaries TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting, of which:
a) thorugh Norica it held indirectly 71,348 Company shares, representing approximately 0.072% of the Company's share capital and carrying 71,348 voting rights (approximately 0.072% of total voting rights) at the Company's general meeting;b) through Opansa it held indirectly 9,430,000 Company shares, representing approximately 9.5065% of the Company's share capital and carrying 9,430,000 voting rights (approximately 9.5065% of total voting rights) at the Company's general meeting;c) through Rainbee it held indirectly 9,820,352 Company shares, representing approximately 9.8999% of the Company's share capital and carrying 9,820,352 voting rights (approximately 9.8999% of total voting rights) at the Company's general meeting.
2. Terasta, direct parent of Redbrick Holding, held indirectly (as described in Section A.1 a−c above), through its subsidiaries Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
3. Subero, direct parent of Terasta, held indirectly (as described in Section A.1 a−c above), through its subsidiaries Redbrick Holding, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
4. Viatcheslav Kantor, owner of Subero, held indirectly (as described in Section A.1 a−c above), through his companies Terasta, Redbrick Holding, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
A. Prior to the Transaction:
1. Redbrick Holding did not hold, whether directly or indirectly, any Company shares.
2. Terasta did not hold, whether directly or indirectly, any Company shares.
3. Subero, the parent of Acron, held indirectly, through its subsidiaries TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting, of which:
a) thorugh Norica it held indirectly 71,348 Company shares, representing approximately 0.072% of the Company's share capital and carrying 71,348 voting rights (approximately 0.072% of total voting rights) at the Company's general meeting;b) through Opansa it held indirectly 9,430,000 Company shares, representing approximately 9.5065% of the Company's share capital and carrying 9,430,000 voting rights (approximately 9.5065% of total voting rights) at the Company's general meeting;c) through Rainbee it held indirectly 9,820,352 Company shares, representing approximately 9.8999% of the Company's share capital and carrying 9,820,352 voting rights (approximately 9.8999% of total voting rights) at the Company's general meeting.
4. Viatcheslav Kantor, as the owner of Subero, held indirectly (as described in Section B.3.a−c above), through his companies Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
As Transaction I was an intra-group transaction, the indirect holding of the Company shares and voting rightd at the Company's general meeting by Viatcheslav Kantor and Subero did not change.Furthermore, pursuant to Art. 69.1.2, Art. 69a.3 and Art. 87.5.1 of the Public Offering Act, the notification reads that following the intra-group transaction whereby on June 9th 2016 Redbrick Holding sold Acron shares indirectly and directly to Redbrick Investments (controlled directly by Redbrick Holding and indirectly by Terasta, Subero and Viatcheslav Kantor), which resulted in Redbrick Investments becoming the parent of Acron, on June 9th 2016:Viatcheslav Kantor, Subero (owned by Viatcheslav Kantor), Terasta (direct subsidiary of Subero and indirectly owned by Viatcheslav Kantor) and Redbrick Holding (direct subsidiary of Terasta and indirectly owned by Viatcheslav Kantor) sold indirectly, through Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19,4784% of total voting rights) at the Company's general meeting,
and furtherbought indirectly, through Redbrick Investments, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting;Redbrick Investments bought indirectly, through Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
"Transaction II"Following Transaction II, Redbrick Investments indirectly increased its share of total voting rights at the Company's general meeting to approximately 19.4784%, thus exceeding the 15% threshold of total voting tights at the general meeting.C. Following Transaction II:
1. Redbrick Investments, the parent of Acron, holds indirectly, through its subsidiaries TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting, of which:
a) thorugh Norica it holds indirectly 71,348 Company shares, representing approximately 0.072% of the Company's share capital and carrying 71,348 voting rights (approximately 0.072% of total voting rights) at the Company's general meeting;b) through Opansa it holds indirectly 9,430,000 Company shares, representing approximately 9.5065% of the Company's share capital and carrying 9,430,000 voting rights (approximately 9.5065% of total voting rights) at the Company's general meeting;c) through Rainbee it holds indirectly 9,820,352 Company shares, representing approximately 9.8999% of the Company's share capital and carrying 9,820,352 voting rights (approximately 9.8999% of total voting rights) at the Company's general meeting.2. Redbrick Holding, direct parent of Redbrick Investments, holds indirectly (as described in Section C.1.a−c above), through its subsidiaries Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
3. Terasta, direct parent of Redbrick Holding, holds indirectly (as described in Section C.1.a−c above), through its subsidiaries Redbrick Investments, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
4. Subero, direct parent of Terasta, holds indirectly (as described in Section C.1.a−c above), through its subsidiaries Redbrick Holding, Redbrick Investments, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
5. Viatcheslav Kantor, owner of Subero, held indirectly (as described in Section C.1.a−c above), through his companies Terasta, Redbrick Holding, Redbrick Investments, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
Prior to Transaction II:
1. Redbrick Investments did not hold, whether directly or indirectly, any Company shares.
2. Redbrick Holding, the parent of Acron, held indirectly, through its subsidiaries TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting, of which:
a) thorugh Norica it held indirectly 71,348 Company shares, representing approximately 0.072% of the Company's share capital and carrying 71,348 voting rights (approximately 0.072% of total voting rights) at the Company's general meeting;b) through Opansa it held indirectly 9,430,000 Company shares, representing approximately 9.5065% of the Company's share capital and carrying 9,430,000 voting rights (approximately 9.5065% of total voting rights) at the Company's general meeting;c) through Rainbee it held indirectly 9,820,352 Company shares, representing approximately 9.8999% of the Company's share capital and carrying 9,820,352 voting rights (approximately 9.8999% of total voting rights) at the Company's general meeting.
3. Terasta, direct parent of Redbrick Holding, held indirectly (as described in Section D.1.a−c above), through its subsidiaries Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
4. Subero, direct parent of Terasta, held indirectly (as described in Section D.1.a−c above), through its subsidiaries Redbrick Holding, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
5. Viatcheslav Kantor, owner of Subero, held indirectly (as described in Section D.1.a−c above), through his companies Terasta, Redbrick Holding, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares, representing approximately 19.4784% of the Company's share capital and carrying 19,321,700 voting rights (approximately 19.4784% of total voting rights) at the Company's general meeting.
Further, as Transaction II was an intra-group transaction, the indirect holding of the Company shares and voting rights at the Company's general meeting by Viatcheslav Kantor, Subero Terasta and Redbrick Holding did not change.
Viatcheslav Kantor notified the Company that apart from Norica, Opansa and Rainbee, none of his subsidiaries held any Company shares.
Subero notified the Company that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Company shares.
Terasta notified the Company that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Company shares.
Redbrick Holding notified the Company that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Company shares.
Redbrick Investments notified the Company that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Company shares.
Each of Viatcheslav Kantor, Subero, Terasta, Redbrick Holding and Redbrick Investments separately informed the Company that there were no persons such as those referred to in Art. 87.1.3.c of the Public Offering Act.
Legal basis: Art. 70.1.1 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 2013, item 1382, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 9th 2016 it received a notification from Mr Oscar Valters, as required under Art. 69.1.1 in conjunction with Art. 87.1.7 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (the “Act”).
In accordance with the notification, on June 4th 2016, i.e. the date of entry into force of the amendment to the Act dated March 31st 2016, Mr Oscar Valters was and still is an attorneywith authority over:
1) the custody account of a Cyprus law company Opansa Enterprises Limited with its registered office in Nicosia, address: Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, entered in the Register of Companies under no. HE 309640 (“Opansa”), through which he can give, on behalf of Opansa, instructions to dispose of or purchase shares in a separate omnibus account (an omnibus account within the meaning of the Act on Trading in Financial Instruments of July 29th 2005) in which 9,430,000 shares in Grupa Azoty S.A. of Tarnów (the “Company”) are registered, representing approximately 9.5065% of all shares in the Company and conferring 9,430,000 voting rights at the Company’s General Meeting, i.e. approximately 9.5065% of total voting rights at the Company’s General Meeting, of which Opansa is the beneficial owner (within the meaning of Art. 8a.4 of the Act on Trading in Financial Instruments);2) the custody account of a Cyprus law company Rainbee Holdings Limited with its registered office in Nicosia, address: Nikis & Kastoros, 2,1087 Nicosia, Cyprus, entered in the Register of Companies under no. HE 309661 (“Rainbee”), through which he can give, on behalf of Rainbee, instructions to dispose of or purchase shares in a separate omnibus account (an omnibus account within the meaning of the Act on Trading in Financial Instruments of July 29th 2005) in which 9,820,352 shares in the Company are registered, representing approximately 9.8999% of all shares in the Company and conferring 9,820,352 voting rights at the Company’s General Meeting, i.e. approximately 9.8999% of total voting rights at the Company’s General Meeting, of which Rainbee is the beneficial owner (within the meaning of Art. 8a.4 of the Act on Trading in Financial Instruments).
The Company was also notified that Mr Oscar Valters had and still has authority over securities accounts in which 19,250,352 shares in the Company are registered, representing 19.4065% of all shares in the Company and conferring 19,250,352 voting rights at the Company’s General Meeting, i.e. 19.4065% of total voting rights at the Company’s General Meeting.
Apart from shares registered in the accounts over which Mr Oscar Valters has authority, he does not hold any shares in the Company. There are no subsidiaries controlled by Mr Oscar Valters holding any shares in the Company and there are no agreements referred to in Art. 87.1.3c) of the Act.
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 2013, item 1382, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 9th 2016 it received a notification from Mr Valery Petrovich Shvalyuk, as required under Art. 69.1.1 in conjunction with Art. 87.1.7 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (the “Act”).
In accordance with the notification, on June 4th 2016, i.e. the date of entry into force of the amendment to the Act dated March 31st 2016, Mr Valery P. Shvalyuk was and still is an attorneywith authority over:
1) the custody account of a Cyprus law company Opansa Enterprises Limited with its registered office in Nicosia, address: Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, entered in the Register of Companies under no. HE 309640 (“Opansa”), through which he can give, on behalf of Opansa, instructions to dispose of or purchase shares in a separate omnibus account (an omnibus account within the meaning of the Act on Trading in Financial Instruments of July 29th 2005) in which 9,430,000 shares in Grupa Azoty S.A. of Tarnów (the “Company”) are registered, representing approximately 9.5065% of all shares in the Company and conferring 9,430,000 voting rights at the Company’s General Meeting, i.e. approximately 9.5065% of total voting rights at the Company’s General Meeting, of which Opansa is the beneficial owner (within the meaning of Art. 8a.4 of the Act on Trading in Financial Instruments);2) the custody account of a Cyprus law company Rainbee Holdings Limited with its registered office in Nicosia, address: Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, entered in the Register of Companies under no. HE 309661 (“Rainbee”), through which he can give, on behalf of Rainbee, instructions to dispose of or purchase shares in a separate omnibus account (an omnibus account within the meaning of the Act on Trading in Financial Instruments of July 29th 2005) in which 9,820,352 shares in the Company are registered, representing approximately 9.8999% of all shares in the Company and conferring 9,820,352 voting rights at the Company’s General Meeting, i.e. approximately 9.8999% of total voting rights at the Company’s General Meeting, of which Rainbee is the beneficial owner (within the meaning of Art. 8a.4 of the Act on Trading in Financial Instruments).
The Company was also notified that Mr Valery P. Shvalyuk had and still has authority over securities accounts in which 19,250,352 shares in the Company are registered, representing 19.4065% of all shares in the Company and conferring 19,250,352 voting rights at the Company’s General Meeting, i.e. 19.4065% of total voting rights at the Company’s General Meeting.
Apart from shares registered in the accounts over which Mr Valery P. Shvalyuk has authority, he does not hold any shares in the Company. There are no subsidiaries controlled by Mr Valery P. Shvalyuk holding any shares in the Company and there are no agreements referred to in Art. 87.1.3.c of the Act.
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 2013, item 1382, as amended).
Further to Current Report No. 36/2016 of June 6th 2016, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed so far by the Company’s Annual General Meeting on June 6th 2016.
No objections were raised by any of the shareholders for the record in the minutes.
Legal basis: Par. 38.1.7 and 38.1.9 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 February 19th 2009 (consolidated text: Dz. U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that the Ordinary General Meeting convened for 6th June 2016 took a resolution regarding the adjournment of the Ordinary General Meeting.
The Company’s Ordinary General Meeting will be resumed at 12:00 on July 5th 2016 at the Company’s registered office at the following address: ul. Kwiatkowskiego 8, Tarnów, Poland.
Legal basis: Legal basis: Par. 38.1.6 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Further to Current Report No. 24/2016 of April 21st 2016, No. 27/2016 of May 16th 2016, and No. 28/2016 of May 20th 2016, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 6th 2016 the Company's Annual General Meeting passed a resolution on the payment of dividend for 2015.
1. Amount allocated to dividend payments is PLN 83,324,206.562. Dividend per share is PLN 0.843. Dividend is paid on all Company shares (99,195,484 shares) 4. Dividend record date: June 20th 20165. Dividend payment date: July 11th 2016.
Legal basis: Par. 38.2 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
In order to enable the shareholders to review the candidate’s profile prior to the Annual General Meeting, the Management Board of Grupa Azoty S.A. (“Company”) announces that on June 3rd 2016 the Company received, from Towarzystwo Funduszy Inwestycyjnych PZU SA of Warsaw, a proposal of a candidate to the Company’s Supervisory Board, Mr Tomasz Karusewicz.
The candidate was proposed in connection with the Annual General Meeting convened for June 6th 2016, as announced by the Company in Current Report No. 25/2016 on April 26th 2016, with the agenda including appointment of the Company’s Supervisory Board of the 10th term of office.
Attached hereto, the Company presents the candidate’s profile. The Company also informs that Mr Tomasz Karusewicz has agreed to stand as a candidate to the Company’s Supervisory Board.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
In order to enable the shareholders to review the candidate’s profile prior to the Annual General Meeting, the Management Board of Grupa Azoty S.A. (“Company”) announces that on May 31th 2016 the Company received, from Powszechne Towarzystwo Emerytalne PZU S.A. of Warsaw, acting on behalf of the Company’s shareholder Otwarty Fundusz Emerytalny PZU “Złota Jesień”, a proposal of a candidate to the Company’s Supervisory Board, Mr Bartłomiej Litwińczuk.
The candidate was proposed in connection with the Annual General Meeting convened for June 6th 2016, as announced by the Company in Current Report No. 25/2016 on April 26th 2016, with the agenda including appointment of the Company’s Supervisory Board of the 10th term of office.
Attached hereto, the Company presents the candidate’s profile. The Company also informs that Mr Bartłomiej Litwińczuk has agreed to stand as a candidate to the Company’s Supervisory Board.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
In connection with the disclosure of inside information on errors in the 2015 financial statements, made in Current Report No. 27/2016 by Grupa Azoty Zakłady Chemiczne Police S.A., the Company’s subsidiary (“Subsidiary”), the Management Board of Grupa Azoty S.A. (“Company”) announces that the Company is currently analysing the effect of the disclosed error on the Company’s consolidated financial statements.
Once the analysis is completed and the auditor’s opinion obtained, the Company will announce the findings.
Legal basis: Art. 56.1.1 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 2013, item 1382, as amended).
In order to enable the shareholders to review the candidate’s profile prior to the Annual General Meeting, the Management Board of Grupa Azoty S.A. (“Company”) announces that on May 24th 2016 the Company received, from Aviva Powszechne Towarzystwo Emerytalne Aviva BZ WBK S.A. of Warsaw, acting on behalf of the Company’s shareholder Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK, a proposal of a candidate to the Company’s Supervisory Board, Mr Artur Kucharski.
The candidate was proposed in connection with the Annual General Meeting convened for June 6th 2016, as announced by the Company in Current Report No. 25/2016 on April 26th 2016, with the agenda including appointment of the Company’s Supervisory Board of the 10th term of office.
Attached hereto, the Company presents the candidate’s profile. The Company also informs that Mr Artur Kucharski has agreed to stand as a candidate to the Company’s Supervisory Board.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 23rd 2016 it received a notification from Norica Holding S.à.r.l. of Luxembourg (“Norica”), acting on its own behalf and as attorney for:
– TrustService Limited Liability Company of Veliky Novgorod, Russia (“TrustService”),– JSC Acron of Veliky Novgorod, Russia (“Acron”),– Subero Associates Inc. of Tortola, British Virgin Islands, a private limited company (“Subero”), and– Viatcheslav Kantor, a citizen of Israel (“Viatcheslav Kantor”),
prepared pursuant to Art. 69.1.2 and Art. 87.5.1. of the Act on Public Offering, 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, following the execution of a share sale agreement by Norica, on May 19th 2016, Norica (directly) and TrustService, Acron, Subero and Viatcheslav Kantor (indirectly through Norica) disposed of 300,000 Company shares, representing approximately 0.3024% of the Company’s share capital and carrying 300,000 voting rights (approximately 0.3024% of total voting rights) at the Company’s general meeting (the “Transaction”). As a result of the Transaction, Norica, TrustService, Acron, Subero and Viatcheslav Kantor reduced their share in total voting rights at the Company’s general meeting to below the 20% threshold, and Norica (directly and indirectly), and TrustService, Acron, Subero and Viatcheslav Kantor (indirectly) hold approximately 19.7002% of the total vote at the Company’s general meeting.
Following the Transaction:
1. Norica holds, directly and through Opansa Enterprises Limited of Nicosia (a direct subsidiary), with registered office at Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, entered in the Register of Companies under No. HE 309640 (“Opansa”), and Rainbee Holdings Limited of Nicosia, with registered office at Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, entered in the Register of Companies under No. HE 309661 (“Rainbee”), 19,541,700 Company shares, representing approximately 19.7002% of the Company’s share capital and carrying 19,541,700 voting rights (approximately 19.7002% of total voting rights) at the Company’s general meeting, of which:
a) Norica holds directly 271,348 Company shares, representing approximately 0.2735% of the Company’s share capital and carrying 271,348 voting rights (approximately 0.2735% of total voting rights) at the Company’s general meeting;
b) Norica holds indirectly, through Opansa, 9,450,000 Company shares, representing approximately 9.5266% of the Company’s share capital and carrying 9,450,000 voting rights (approximately 9.5266% of total voting rights) at the Company’s general meeting;
c) Norica holds indirectly, through Rainbee, 9,820,352 Company shares, representing approximately 9.8999% of the Company’s share capital and carrying 9,820,352 voting rights (approximately 9.8999% of total voting rights) at the Company’s general meeting.
2. TrustService, Norica’s parent, holds indirectly through its subsidiary Norica and through its indirect subsidiaries Opansa and Rainbee, 19,541,700 Company shares, representing approximately 19.7002% of the Company’s share capital and carrying 19,541,700 voting rights (approximately 19.7002% of total voting rights) at the Company’s general meeting.
3. Acron, TrustService’s parent, holds indirectly through its indirect subsidiaries Norica, Opansa and Rainbee, 19,541,700 Company shares, representing approximately 19.7002% of the Company’s share capital and carrying 19,541,700 voting rights (approximately 19.7002% of total voting rights) at the Company’s general meeting.
4. Subero, Acron’s parent, holds indirectly through its indirect subsidiaries Norica, Opansa and Rainbee, 19,541,700 Company shares, representing approximately 19.7002% of the Company’s share capital and carrying 19,541,700 voting rights (approximately 19.7002% of total voting rights) at the Company’s general meeting.
5. Viatcheslav Kantor, Subero’s parent, holds indirectly through its indirect subsidiaries Norica, Opansa and Rainbee, 19,541,700 Company shares, representing approximately 19.7002% of the Company’s share capital and carrying 19,541,700 voting rights (approximately 19.7002% of total voting rights) at the Company’s general meeting.
Prior to the Transaction:
1. Norica held, directly and through its subsidiaries Opansa and Rainbee, 19,841,700 Company shares, representing approximately 20.0026% of the Company’s share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Company’s general meeting, of which:
a) Norica held directly 571,348 Company shares, representing approximately 0.5760% of the Company’s share capital and carrying 571,348 voting rights (approximately 0.5760% of total voting rights) at the Company’s general meeting;
b) Norica held indirectly, through Opansa, 9,450,000 Company shares, representing approximately 9.5266% of the Company’s share capital and carrying 9,450,000 voting rights (approximately 9.5266% of total voting rights) at the Company’s general meeting;
c) Norica held indirectly, through Rainbee, 9,820,352 Company shares, representing approximately 9.8999% of the Company’s share capital and carrying 9,820,352 voting rights (approximately 9.8999% of total voting rights) at the Company’s general meeting.
2. TrustService, Norica’s parent, held indirectly through its subsidiary Norica and through its indirect subsidiaries Opansa and Rainbee, 19,841,700 Company shares, representing approximately 20.0026% of the Company’s share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Company’s general meeting.
3. Acron, TrustService’s parent, held indirectly through its indirect subsidiaries Norica, Opansa and Rainbee, 19,841,700 Company shares, representing approximately 20.0026% of the Company’s share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Company’s general meeting.
4. Subero, Acron’s parent, held indirectly through its indirect subsidiaries Norica, Opansa and Rainbee, 19,841,700 Company shares, representing approximately 20.0026% of the Company’s share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Company’s general meeting.
5. Viatcheslav Kantor, Subero’s parent, held indirectly through his indirect subsidiaries Norica, Opansa and Rainbee, 19,841,700 Company shares, representing approximately 20.0026% of the Company’s share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Company’s general meeting.
Viatcheslav Kantor also notified the Company that apart from Norica, Opansa and Rainbee, none of his subsidiaries held any Company shares.
Subero notified the Company that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Company shares.
Acron notified the Company that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Company shares.
TrustService notified the Company that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Company shares.
Norica notified the Company that apart from Opansa and Rainbee, none of its subsidiaries held any Company shares.
Each of Viatcheslav Kantor, Subero, Norica, Acron and TrustService separately informed the Company that there were no persons such as those referred to in Art. 87.1.3.c of the Public Offering Act.
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 2013, item 1382, as amended).
The Management Board of Grupa Azoty S.A. („Company”) announces that at its meeting on May 20th 2016, the Company’s Supervisory Board made the following changes to the composition of the Company’s Management Board:
- removed Mr Andrzej Skolmowski, Vice-President of the Management Board, from the Management Board. The resolution came into force as of its date;
- appointed Mr Paweł Andrzej Łapiński to the Management Board and to the position of Vice-President of the Management Board. The resolution came into force as of its date;
- resolved to appoint Mr Tomasz Hinc, a member of the Company’s Management Board, to the position of Vice President of the Management Board. The resolution came into force as of its date;
- resolved to appoint Mr Józef Rojek, a member of the Company’s Management Board, to the position of Vice President of the Management Board. The resolution came into force as of its date.
The Company’s Management Board further announces that the newly appointed Vice-President of the Management Board, Mr Paweł Andrzej Łapiński, made a representation to the effect that none of his activities outside the Company are 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, or a member of a governing body of any other competing legal person.
Mr Paweł Andrzej Łapiński is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
Information on education, qualifications, previously held positions and professional experience of the newly appointed Vice-President of the Management Board is attached to this report.
Legal basis: Par. 5.1.21 and 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Further to Current Report No. 24/2016 of April 21st 2016 and Current Report No. 27/2016 of May 16th 2016, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 20th 2016 the Company’s Supervisory Board approved the recommendation made by the Company’s Management Board to the Annual General Meeting to distribute the net profit for 2015, in the amount of PLN 209,054,968.10 (two hundred and nine million, fifty-four thousand, nine hundred and sixty-eight złoty, 10/100) in the manner specified in the Management Board resolution of April 21st 2016:
– PLN 83,324,206.56 for dividend to the Company’s shareholders (PLN 0.84 per share);– PLN 125,730,761.54 to statutory reserve funds.
The final decision on profit distribution will be made by the Annual General Meeting convened for June 6th 2016.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Further to Current Report No. 24/2016 of April 21st 2016, the Management Board of Grupa Azoty S.A. (the “Company”) announces that it will request the Company’s Supervisory Board for an opinion on proposed dates relating to payment of dividend, and subsequently submit the proposal to the Company’s Annual General Meeting to be held on June 6th 2016 for approval.
The following dates relating to payment of dividend for the financial year 2015 are proposed:- June 20th 2016 as the dividend record date, i.e. the date on which the list of shareholders entitled to receive dividend for the financial year from January 1st to December 31st 2015 is determined;- July 11th 2016 as the dividend payment date.
The final decision on the dividend record date and dividend payment date will be made by the Company’s Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions to be debated at the Annual General Meeting of the Company convened for June 6th 2016.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) hereby convenes the Annual General Meeting for June 6th 2016, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
The total number of Grupa Azoty S.A. shares is 99,195,484. As of June 6th 2016, the number of votes attached to these shares is 99,195,484.
AGENDA:1. Opening of the Meeting.2. Appointment of the Chair of the Meeting and preparation of the attendance list.3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.4. Adoption of the agenda.5. Appointment of the Ballot Counting Committee.6. Review of the Supervisory Board’s reports on:a) assessment of the separate financial statements of Grupa Azoty S.A. for the period January 1st–December 31st 2015, assessment of the Directors’ Report on the Company’s operations in 2015, and assessment of the Management Board’s proposal concerning allocation of net profit for the financial year 2015;b) assessment of the Company’s fulfilment of the disclosure requirements relating to compliance with corporate governance principles in the period January 1st–December 31st 2015;c) activities of the Supervisory Board and its committees in the period January 1st–December 31st 2015, and assessment of the work of the Management Board, d) assessment of the Company’s position in 2015, including evaluation of its internal control, risk management and compliance systems as well as the internal audit function,e) assessment of the reasonableness of the Company’s sponsoring, charitable and similar initiatives.7. Review and approval of the separate financial statements of the Company for the period January 1st–December 31st 2015 and the Directors’ Report on the Company’s operations in the financial year 2015.8. Adoption of a resolution on allocation of net profit for the financial year 2015.9. Review of the Supervisory Board’s report on the assessment of the consolidated financial statements of the Grupa Azoty Group for the period January 1st–December 31st 2015 and assessment of the Directors’ Report on the operations of the Grupa Azoty Group in the financial year 2015. 10. Review and approval of the consolidated financial statements of the Grupa Azoty Group for the period January 1st–December 31st 2015 and the Directors’ Report on the operations of the Grupa Azoty Group in the financial year 2015.11. Adoption of resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st–December 31st 2015.12. Adoption of resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st–December 31st 2015. 13. Appointment of the Company’s Supervisory Board of the 10th term of office and appointment of the Chairperson of the Supervisory Board.14. Review of the proposal to grant, on a fee basis, know–how for the application of iron catalyst at the unit for manufacturing cyclohexanone from benzene, which utilizes the Cyclopol and Cyclopol-bis processes. 15. Current information for the Shareholders.16. Closing of the Meeting.
Right to participate in the General Meeting
Pursuant to Art. 406[1].1 of the Polish Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at May 21st 2016 (the record date), have the right to participate in the Meeting.To ensure their participation in the General Meeting, holders of rights under book-entry bearer shares should submit a request for the issue of a personal certificate confirming their right to participate in the Annual General Meeting of Grupa Azoty S.A. with the entity keeping their securities account. The requests should be submitted on or after the publication of the notice of General Meeting, i.e. April 26th 2016 and no later than on the first weekday following the record date, i.e. May 23rd 2016. In accordance with the laws and regulations governing trade in financial instruments, records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting.A list of shareholders entitled to participate in the Annual General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the General Meeting, i.e. on June 1st, 2nd and 3rd 2016, from 8am to 3pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the General Meeting through a proxy
Shareholders may participate in the Annual General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying the persons authorised to represent the legal person.A proxy may exercise all the shareholder’s rights at the Annual General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.A power of proxy to participate in the Annual General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy to be downloaded from www.grupaazoty.com. The grant of powers of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.The procedure for identification of the principal applies accordingly to a notification of revoking of powers of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.It is the shareholder who decides on the way of granting the power of proxy and the Company is not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Annual General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one twentieth of the Company’s share capital may request that certain issues be placed on the agenda of the Annual General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the meeting, that is by May 16th 2016. The request may be sent in electronic form to the Company’s dedicated email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Annual General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated email address: ##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, Poland.Draft resolutions on matters placed on the agenda may be submitted by all shareholders during the Annual General Meeting. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholder section of the Company’s website www.grupaazoty.com.
Legal basis: Par. 38.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) reports that on April 21st 2016 it passed a resolution to recommend to the Annual General Meeting that the 2015 net profit of PLN 209,054,968.10 be allocated in the following way:
Pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board is now to submit the recommendation for assessment by the Supervisory Board. A final decision on the profit allocation will be made by the Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”, the “Customer”) announces that on April 13th 2016 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. (hereinafter referred to jointly as the “Customers” and separately as the “Customer”) concluded a Framework Agreement for gas fuel supply and bilateral Individual Contracts with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG S.A.”, the “Seller”).
The Framework Agreement defines the procedures, the same for all the Customers, for the execution and termination of Individual Contracts, placing orders and making payments, suspension and reduction of supply, renegotiation, and terms of joint settlement of supplies.
An Individual Contract is a fixed-term contract executed under the Framework Agreement in the form of a sale agreement (in the case of gas sold at a virtual trading point) or master agreement (in the case of gas sold at a physical trading point), specifying the volumes, schedule, pricing formulas based on exchange indices, and detailed commercial parameters of gas fuel supplies to a given Customer.
The Framework Agreement has been concluded for an indefinite term and its provisions apply to supplies made as of April 1st 2016. The Individual Contracts have been made for various supply periods, with the longest one ending on September 30th 2019.
Unless otherwise provided for in the Individual Contracts, each Customer may terminate the Framework Agreement and one or more Individual Contracts providing for the sale of gas at a physical point at one month’s notice with effect from the end of a gas month or at six months’ notice in the case of an Individual Contract for the sale of gas at a virtual gas trading point.
The Framework Agreement contains general provisions on contractual penalties and refers the parties to the Individual Contracts for details. The Individual Contracts provide for contractual fees and penalties for the non-performance or improper performance both by the Seller and the Customer(s), depending on current and periodic execution of supplies, including for failure to deliver or accept the minimum contracted volume of gas fuel or for termination of an Individual Contract. The maximum amount of contractual penalties should not exceed 10% of the value of each Individual Contract in force in the period when such penalties can be charged, but given the value of the Individual Contracts, it may exceed EUR 200 thousand. Payment of the contractual penalties precludes the right to seek compensation in excess of penalty amounts.
Any disputes that may arise will be resolved by the court of general jurisdiction competent for the registered office of the defendant except where a dispute concerns price renegotiation, in which case it will be resolved by the Arbitration Court selected by the parties to the Framework Agreement in line with the procedure set out therein.
The other terms of the Framework Agreement do not differ from standard terms used in agreements of such type.
Together with the Individual Contracts, the Framework Agreement meets the criteria of a significant agreement, which means that its estimated VAT-exclusive value under current market conditions during the life of the Individual Contracts is approximately PLN 3.3bn, thus exceeding 10% of the Company Group’s total revenue generated in the last four financial quarters. Concurrently, it is the highest-value agreement concluded by the Company and the Seller (as well as the Grupa Azoty Group and the PGNiG Group) in the period from August 18th 2015 to the date of issue of this Report. The total value of transactions between the Grupa Azoty Group and the PGNiG Group in this period, including the estimated value of the Framework Agreement, is approximately PLN 3,790m, which also is the threshold for a significant reportable agreement.
The Framework Agreement and the Individual Contracts provide for gas fuel supplies satisfying over 50% of the demand for gas from the Grupa Azoty Group Customers.
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. Dz.U. of 2014, item 133).
Further to Current Report No. 21/2016 of March 14th 2016 on the appointment of new Members to the Management Board of Grupa Azoty S.A. (the “Company”), the Company’s Management Board publishes the professional bios, attached to this report, of Tomasz Hinc and Józef Rojek, the new Members of the Company’s Managent Board.
Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that at its meeting held on March 14th 2016, the Company’s Supervisory Board made
the following changes to the composition of the Company’s Management Board:
– It appointed Mr Józef Rojek to the Management Board to serve as Member of the Management Board. The relevant resolution became effective as of its date;
– It appointed Mr Tomasz Hinc to the Management Board to serve as Member of the Management Board. The resolution became effective as of its date.
The Management Board also announces that the newly appointed Members of the Management Board made representations to the effect that they are not engaged in any activities competing with the Company’s business, nor are they partners in any competing partnership under civil law or any other type of partnership, nor members of the governing body of any other competing legal person.
In the representations provided to the Company, the new Members also state that they are not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
Information on the education, qualifications, previously held positions and professional experience of the new Management Board Members will be published after collection.
Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of a one-off non-monetary event on the 2015 separate financial statements of Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. and the 2015 consolidated financial statements of Grupa Azoty S.A.
On March 1st 2016, the Company’s subsidiary Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (the “Subsidiary”) announced that on March 1st 2016 the Subsidiary’s Management Board passed a resolution to recognise a PLN 13.2m impairment loss on property, plant and equipment and intangible assets.
Under the resolution, a one-off item was disclosed in the Subsidiary’s books, affecting its separate results. The one-off item is an impairment loss on property, plant and equipment comprising a carbon disulfide production unit, a sodium sulfide production unit, tank cars and carbon disulfide shipping containers, for a total amount of PLN 13.2m.
In accordance with the provisions of IAS 36, the Subsidiary’s Management Board identified indications of a decrease in the recoverable amount of those assets below their respective carrying amounts, which were related to the fact that production of carbon disulfide had been discontinued given the market conditions and inability to generate positive cash flows from sales of products. The recoverable amount was determined as the realisable selling price less costs to sell. It is expected that proceeds from the scrapping and disposal of the assets will cover their dismantling costs.
The effect of the impairment recognition on the Company’s consolidated performance is as follows:
a) effect on EBIT: PLN 13.2mb) effect on net profit: PLN 10.7m.
Note: As the audit of the 2015 financial statements of the Company has not been completed, these amounts are not final and may be subject to change. The separate and consolidated annual reports of Grupa Azoty S.A. for 2015 will be published on March 11th 2016.
Legal basis: Art. 56.1.1 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 2013, item 1382, as amended).
Further to Current Report No. 18/2016 of February 18th 2016, on removal and appointment of Members of the Company’s Management Board, the Management Board of Grupa Azoty S.A. (the “Company”) hereby presents the curriculum vitae of Mr Mariusz Bober, the newly appointed President of the Company’s Management Board.
The Company’s Management Board also announces that Mr Mariusz Bober, the newly appointed President of the Company’s Management Board, has represented that his activities undertaken outside the Company are not competitive to the Company’s business, that he does not participate in any competitive company as a shareholder, partner or member of governing bodies, and that he does not participate in other legal entities conducting activities competitive to the Company’s business as a member of their governing bodies.
The representation also contains a declaration by the newly appointed President of the Management Board that he is not registered in the Insolvent Debtors Register kept pursuant to the Act on the National Court Register.
Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) corrects an obvious mistake which occurred in the Polish version of Current Report No. 18/2016 of February 19th 2016 with respect to one of the appointments.
The contents of the corrected report is as follows:
The Supervisory Board appointed Mr Mariusz Bober to the Management Board to serve as President of the Management Board. The resolution becomes effective as of its date.
Legal basis: Par. 6.2 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that, at its meeting held on February 19th 2016, the Company’s Supervisory Board made the following changes to the composition of the Company’s Management Board:
– it removed Mr Paweł Jarczewski, President of the Management Board, from the Management Board. The relevant resolution became effective as of its date;
– it removed Mr Krzysztof Jałosiński, Vice-President of the Management Board, from the Management Board. The relevant resolution became effective as of its date;
– it removed Mr Marek Kapłucha, Vice-President of the Management Board, from the Management Board. The relevant resolution became effective as of its date;
– it removed Mr Marian Rybak, Vice-President of the Management Board, from the Management Board. The relevant resolution became effective as of its date.
The Supervisory Board appointed Mr Mariusz Bober to the Management Board to serve as President of the Management Board. The relevant resolution becomes effective as of its date.
Information on the education, qualifications, previously held positions and professional experience as well as relevant representations of the newly appointed President of Board Members will be published after collection.
Legal basis: Par. 5.1.21 and Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of a one-off non-monetary item on the 2015 consolidated financial statements of Grupa Azoty S.A.
In reference to information communicated in Current Report No. 2/2016 of February 8th 2016 by Grupa Azoty Zakłady Azotowe Puławy S.A., a subsidiary of the Company, concerning the effect of a one-off item on the consolidated financial information of Grupa Azoty Zakłady Azotowe Puławy S.A. – i.e. recognition of PLN 18.4m impairment losses on property, plant and equipment and intangible assets in its subsidiary Zakłady Azotowe Chorzów S.A. – the item will have the following effect on the Company’s consolidated financial statements:
a) effect on EBIT: PLN 18.4mb) effect on net profit: PLN 14.9m.
Note: As the audit of the 2015 financial statements of the Company has not been completed, these amounts are not final and may be subject to change. The separate and consolidated annual reports of Grupa Azoty S.A. for 2015 will be published on March 11th 2016.
Legal basis: Art. 56.1.1 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 2013, item 1382, as amended).
Further to Current Reports No. 12/2016 and No. 13/2016 of February 1st 2016 on the appointment of new Members to the Supervisory Board of Grupa Azoty S.A. (the “Company”) of the 9th term of office, the Company’s Management Board publishes the profiles of the new Members of the Company’s Supervisory Board, which are attached to this report.
The Company’s Management Board also announces that the newly appointed Members of the Supervisory Board – Chairman of the Supervisory Board Mr Przemysław Lis and Members Mr Maciej Baranowski, Mr Marek Grzelaczyk, Mr Tomasz Karusewicz and Mr Bartłomiej Litwińczuk – have made representations to the effect that they are not engaged in any activities competing with the Company’s business, nor are they partners in any competing partnership under civil law or any other type of partnership, nor members of the governing body of any corporation or of any other competing legal person.
In the representations provided to the Company, the new Members and Chairman of the Supervisory Board of the 9th term of office further state that they are not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
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 vote at the Extraordinary General Meeting held on February 1st 2016, 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 2013, item 1382).
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 held on February 1st 2016.
Acting in line with its Rules of Procedure, the Extraordinary General Meeting resolved not to consider item 5 of the agenda − Appointment of the Ballot Counting Committee, given that the votes were counted electronically by the technical support staff.
Also, the Extraordinary General Meeting did not adopt a resolution to appoint its Chair, because the Chair was elected by acclamation, as permitted under the Rules of Procedure for the General Meeting. No objections were raised by any of the shareholders for the record in the minutes.
Legal basis: Par. 38.1.7–9 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on February 1st 2016 it was notified by the Ministry of State Treasury of the appointment, pursuant to Art. 16.2 of the Company’s Articles of Association, of Mr Marek Grzelarczyk to the Company’s Supervisory Board of the 9th term of office, with effect from January 29th 2019.
Information on education, qualifications, previously held positions and professional experience as well as the appropriate statements of the newly appointed Supervisory Board Member will be published promptly after collection.
Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 1st 2016, by way of Resolutions No. 2,3,4 and 5, the following persons were removed from the Company’s Supervisory Board in its 9th term of office:
Ms Monika Kacprzyk-Wojdyga Mr Marek MroczkowskiMr Jacek ObłękowskiMr Ryszard Trepczyński
Concurrently, by way of Resolutions No. 6,7,8 and 9, the following persons were appointed to the Company’s Supervisory Board in its 9th term of office:
Mr Maciej BaranowskiMr Tomasz KarusewiczMr Przemysław Lis – as the Chairman of the Company’s Supervisory BoardMr Bartłomiej Litwińczuk
The Resolutions on removal and appointment of Members of the Supervisory Board in its 9th term of office became effective as of their dates.
The profiles of the newly appointed Members of the Supervisory Board in its 9th term of office will be published promptly after collection.
Legal basis: Par. 5.1.21,22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 25th 2016, of 515 Company shares for an average price of PLN 98.47 per share,• sale, on January 25th 2015, of 505 Company shares for an average price of PLN 98.65 per share,• purchase, on January 26th 2016, of 102 Company shares for an average price of PLN 97.00 per share,• purchase, on January 27th 2016, of 200 Company shares for an average price of PLN 100.00 per share,• sale, on January 27th 2015, of 312 Company shares for an average price of PLN 100.13 per share,• purchase, on January 28th 2016, of 775 Company shares for an average price of PLN 100.44 per share,• sale, on January 28th 2015, of 775 Company shares for an average price of PLN 100.23 per share,• purchase, on January 29th 2016, of 545 Company shares for an average price of PLN 101.77 per share,• sale, on January 29th 2015, of 545 Company shares for an average price of PLN 101.94 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated February 1st 2016.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 29th 2016 it was notified by the Ministry of State Treasury of removal, pursuant to Art. 16.2 of the Company’s Articles of Association, of Mr Przemysław Lis from the Company’s Supervisory Board of the 9th term of office with effect from January 29th 2016.
Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
In order to enable the Company’s shareholders to familiarise themselves with the nominated candidate’s background prior to the Extraordinary General Meeting, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 29th 2016 the Company received the nomination of Mr Tomasz Karusewicz as a candidate for Member of the Company’s Supervisory Board. The candidate was nominated by Towarzystwo Funduszy Inwestycyjnych PZU S.A. of Warsaw, acting as the fund management company for investment funds which are Company shareholders.
The nomination was submitted in connection with the Extraordinary General Meeting convened for February 1st 2016, which has changes in the composition of the Company’s Supervisory Board on its agenda. Notice of the Extraordinary General Meeting was given on January 4th 2016 in current report No. 2/2016.
The candidate’s profile is attached as an appendix to this report. Mr Tomasz Karusewicz has consented to stand as a candidate to the Company’s Supervisory Board.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 18th 2016, of 115 Company shares for an average price of PLN 98.20 per share,• sale, on January 18th 2016, of 224 Company shares for an average price of PLN 98.81 per share,• purchase, on January 19th 2016, of 880 Company shares for an average price of PLN 98.06 per share,• sale, on January 19th 2016, of 1220 Company shares for an average price of PLN 98.20 per share,• purchase, on January 20th 2016, of 875 Company shares for an average price of PLN 96.55 per share,• sale, on January 20th 2016, of 875 Company shares for an average price of PLN 96.64 per share,• purchase, on January 21st 2016, of 745 Company shares for an average price of PLN 96.26 per share,• sale, on January 21st 2016, of 230 Company shares for an average price of PLN 96,06 per share,• purchase, on January 22nd 2016, of 230 Company shares for an average price of PLN 97.62 per share,• sale, on January 22nd 2016, of 745 Company shares for an average price of PLN 96.79 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 25th 2016.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 11th 2016, of 1650 Company shares for an average price of PLN 98.68 per share,• sale, on January 11th 2016, of 1150 Company shares for an average price of PLN 99.23 per share,• purchase, on January 12th 2016, of 340 Company shares for an average price of PLN 98.85 per share,• sale, on January 12th 2016, of 809 Company shares for an average price of PLN 99.03 per share,• purchase, on January 13th 2016, of 1228 Company shares for an average price of PLN 101.40 per share,• sale, on January 13th 2016, of 1370 Company shares for an average price of PLN 101.34 per share,• purchase, on January 14th 2016, of 1445 Company shares for an average price of PLN 100.68 per share,• sale, on January 14th 2016, of 1445 Company shares for an average price of PLN 101.00 per share,• purchase, on January 15th 2016, of 460 Company shares for an average price of PLN 100.39 per share,• sale, on January 15th 2016, of 11 Company shares for an average price of PLN 99.30 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 18th 2016.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of a one-off non-monetary event on the separate and consolidated financial statements of the Company for 2015.
On January 15th 2016, the Company’s Management Board passed a resolution under which an impairment loss was recognised in the Company’s accounting books as at December 31st 2015, relating to the assets of the plant producing cyclohexanone from benzene at the Plastics Business Unit. In accordance with the provisions of IAS 36, the Company’s Management Board identified indications of a decrease in the recoverable amount of those assets below their respective carrying amounts.
The indications relate to change of the production technology for cyclohexanone (used to manufacture caprolactam) − the new technology is based on phenol as the only feedstock, and a significant deterioration of market conditions and the ability to generate cash inflows on sales of cyclohexanone manufactured from benzene.
Having considered these indications, the Management Board conducted an impairment test of property, plant and equipment and intangible assets. The test confirmed the validity of recognising an impairment loss of PLN 11.9m.
The effect of the impairment recognition on the separate and consolidated performance of Grupa Azoty S.A. is as follows:
a) effect on EBIT: PLN 11.9mb) effect on net profit: PLN 9.7m.
Note: As the audit of the 2015 financial statements of Grupa Azoty S.A. has not been completed, the above amounts are not final and may be subject to change. The separate and consolidated annual reports of Grupa Azoty S.A. for 2015 will be published on March 11th 2016.
Legal basis: Art. 56.1.1 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 2013, item 1382, as amended).
The Management Board of Grupa Azoty S.A. (“Company”) will announce its 2015 full year results and 2016 interim results as per the following schedule:
1. First and third quarter interim results:- Q1 2016 extended consolidated report – May 11th 2016- Q3 2016 extended consolidated report – November 9th 20162. Half year interim results:- H1 2016 extended consolidated report – August 24th 20163. Full year results: - 2015 separate full year report – March 11th 2016- 2015 consolidated full year report – March 11th 2016
Furthermore, the Company's Management Board announces that no separate (non-consolidated) quarter results will be published by the Company, as permitted under Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133) (the “Regulation”). The consolidated quarter reports will incorporate separate (non-consolidated) quarter condensed consolidated financial statements and quarterly financial information.
Further, the Company will not publish separate and consolidated quarter results for Q2 2016, as permitted under Par. 101.2 of the Regulation.
As the publication date of the 2015 separate full year report and the 2015 consolidated full year report falls on March 11th 2016 (that is within 80 days from the end of the financial year), the Company will not publish quarter results for Q4 2015, as permitted under Par. 102.1 of the Regulation.
Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 83.3 of the Regulation.
Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 4th 2016, of 545 Company shares for an average price of PLN 97.81 per share,• sale, on January 4th 2016, of 115 Company shares for an average price of PLN 98.50 per share,• purchase, on January 5th 2016, of 1156 Company shares for an average price of PLN 99.55 per share,• sale, on January 5th 2016, of 1586 Company shares for an average price of PLN 99.32 per share,• purchase, on January 7th 2016, of 2182 Company shares for an average price of PLN 100.60 per share,• sale, on January 7th 2016, of 2182 Company shares for an average price of PLN 101.02 per share,• purchase, on January 8th 2016, of 2480 Company shares for an average price of PLN 99.95 per share,• sale, on January 8th 2016, of 2369 Company shares for an average price of PLN 100.15 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 11th 2016.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”), acting upon the request of a shareholder – the State Treasury, represented by the Minister of the State Treasury, submitted to the Company on December 30th 2015 pursuant to Art. 400.1 of the Commercial Companies Code and pursuant to Art. 43.1.3) of the Company’s Articles of Association, hereby gives notice of the Extraordinary General Meeting of the Company, to be held on February 1st 2016 at 12.00 noon at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland (conference room 57/58, 1st floor).The total number of Grupa Azoty S.A. shares is 99,195,484. As of February 1st 2016, the number of votes attached to these shares is 99,195,484.
AGENDA:1. Opening of the Meeting.2. Appointment of the Chair of the Meeting and preparation of the attendance list.3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.4. Adoption of the agenda.5. Appointment of the Ballot Counting Committee.6. Changes in the composition of the Supervisory Board of Grupa Azoty S.A. 7. Current information for the Shareholders.8. Closing of the Meeting.
Right to participate in the General Meeting
Pursuant to Art. 406[1].1 of the Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at January 16th 2016 (the record date), have the right to participate in the Meeting.To ensure their participation in the General Meeting, holders of rights under book-entry bearer shares should submit a request for the issue of a personal certificate confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty S.A. with the entity keeping their securities account. The requests should be submitted on or after the publication of the notice of General Meeting, i.e. January 4th 2016 and no later than on the first weekday following the record date, i.e. January 18th 2016. In accordance with the laws and regulations governing trade in financial instruments, records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting. A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the General Meeting, i.e. on January 27th, 28th and 29th 2016, from 8am to 3pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the 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 the persons authorised to represent the legal person.A proxy may exercise all the shareholder’s rights 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 publish a form of electronic power of proxy to be downloaded from www.grupaazoty.com. The grant of powers of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.The procedure for identification of the principal applies accordingly to a notification of revoking of powers of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.It is the shareholder who decides on the way of granting the power of proxy and the Company is not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending 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 issues should 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 meeting, that is by January 11th 2016. The request may be sent in electronic form to the Company’s dedicated email address: ##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 the Company’s dedicated email address: ##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, Poland.Draft resolutions on matters placed on the agenda may be submitted by all shareholders during the Extraordinary General Meeting. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the 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 full text of documents to be presented to the General Meeting, including draft resolutions, will be available at the Company’s registered office from the date of convening the General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholder section of the Company’s website www.grupaazoty.com.
Legal basis: Par. 38.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• sale, on December 29th 2015, of 504 Company shares for an average price of PLN 99.60 per share,• purchase, on December 30th 2015, of 535 Company shares for an average price of PLN 99.61 per share,• sale, on December 30th 2015, of 535 Company shares for an average price of PLN 99.76 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 4th 2016.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
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 February 1st 2016.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 21st 2015, of 300 Company shares for an average price of PLN 100.40 per share,• sale, on December 21st 2015, of 570 Company shares for an average price of PLN 97.88 per share,• purchase, on December 22nd 2015, of 500 Company shares for an average price of PLN 100.40 per share,• sale, on December 22nd 2015, of 700 Company shares for an average price of PLN 100.41 per share,• purchase, on December 23rd 2015, of 504 Company shares for an average price of PLN 100.00 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 28th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 23rd 2015 it was notified by the Ministry of State Treasury of:– removal of Ms Ewa Lis from the Company’s Supervisory Board of the 9th term of office as of December 22nd 2015 pursuant to Art. 16.2 of the Company’s Articles of Association, and – appointment of Mr Przemysław Lis to the Company’s Supervisory Board as of December 22nd 2015 pursuant to Art. 16.2 of the Company’s Articles of Association.
The newly appointed Member of the Supervisory Board, Mr Przemysław Lis, 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 another type of partnership, nor a member of the governing body of any corporation or of any other competing legal person.
Mr Przemysław Lis is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
Information on education, qualifications, previously held positions and professional experience of the newly appointed Member of the Supervisory Board is attached to this report.
Legal basis: Par. 5.1.21 and Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 14th 2015, of 351 Company shares for an average price of PLN 103.06 per share,• sale, on December 14th 2015, of 474 Company shares for an average price of PLN 103.19 per share,• purchase, on December 15th 2015, of 600 Company shares for an average price of PLN 101.97 per share,• sale, on December 15th 2015, of 600 Company shares for an average price of PLN 101.95 per share,• purchase, on December 16th 2015, of 440 Company shares for an average price of PLN 99.20 per share,• sale, on December 16th 2015, of 110 Company shares for an average price of PLN 99.80 per share,• purchase, on December 17th 2015, of 610 Company shares for an average price of PLN 99.98 per share,• sale, on December 17th 2015, of 855 Company shares for an average price of PLN 100.10 per share,• purchase, on December 18th 2015, of 570 Company shares for an average price of PLN 96.66 per share,• sale, on December 18th 2015, of 185 Company shares for an average price of PLN 98.84 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 21st 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 7th 2015, of 300 Company shares for an average price of PLN 109.13 per share,• sale, on December 7th 2015, of 300 Company shares for an average price of PLN 109.33 per share,• purchase, on December 8th 2015, of 500 Company shares for an average price of PLN 108.10 per share,• sale, on December 8th 2015, of 500 Company shares for an average price of PLN 108.43 per share,• purchase, on December 9th 2015, of 300 Company shares for an average price of PLN 107.60 per share,• sale, on December 9th 2015, of 300 Company shares for an average price of PLN 108.58 per share,• purchase, on December 10th 2015, of 300 Company shares for an average price of PLN 107.10 per share,• sale, on December 10th 2015, of 277 Company shares for an average price of PLN 106.43 per share,• purchase, on December 11th 2015, of 250 Company shares for an average price of PLN 103.07 per share,• sale, on December 11th 2015, of 150 Company shares for an average price of PLN 103.31 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 14th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 30th 2015, of 242 Company shares for an average price of PLN 109.08 per share,• sale, on November 30th 2015, of 242 Company shares for an average price of PLN 107.20 per share,• purchase, on December 1st 2015, of 217 Company shares for an average price of PLN 107.45 per share,• sale, on December 1st 2015, of 217 Company shares for an average price of PLN 108.37 per share,• purchase, on December 2nd 2015, of 300 Company shares for an average price of PLN 102.83 per share,• purchase, on December 3rd 2015, of 243 Company shares for an average price of PLN 106.43 per share,• sale, on December 3rd 2015, of 543 Company shares for an average price of PLN 104.60 per share,• purchase, on December 4th 2015, of 400 Company shares for an average price of PLN 103.89 per share,• sale, on December 4th 2015, of 400 Company shares for an average price of PLN 104.62 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 7th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 23th 2015, of 100 Company shares for an average price of PLN 103.20 per share,• sale, on November 23th 2015, of 89 Company shares for an average price of PLN 103.85 per share,• purchase, on November 24th 2015, of 577 Company shares for an average price of PLN 100.43 per share,• sale, on November 24th 2015, of 577 Company shares for an average price of PLN 100.06 per share,• purchase, on November 25th 2015, of 100 Company shares for an average price of PLN 100.85 per share,• purchase, on November 26th 2015, of 292 Company shares for an average price of PLN 101.50 per share,• sale, on November 26th 2015, of 403 Company shares for an average price of PLN 101.70 per share,• purchase, on November 27th 2015, of 100 Company shares for an average price of PLN 101.00 per share,• sale, on November 27th 2015, of 100 Company shares for an average price of PLN 101.75 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 30th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 16th 2015, of 675 Company shares for an average price of PLN 100.27 per share,• sale, on November 16th 2015, of 755 Company shares for an average price of PLN 100.95 per share,• purchase, on November 17th 2015, of 200 Company shares for an average price of PLN 104.30 per share,• sale, on November 17th 2015, of 200 Company shares for an average price of PLN 103.89 per share,• purchase, on November 19th 2015, of 53 Company shares for an average price of PLN 104.50 per share,• sale, on November 19th 2015, of 53 Company shares for an average price of PLN 104.80 per share,• purchase, on November 20th 2015, of 250 Company shares for an average price of PLN 105.22 per share,• sale, on November 20th 2015, of 250 Company shares for an average price of PLN 105.38 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 23th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 9th 2015, of 900 Company shares for an average price of PLN 98.89 per share,• sale, on November 9th 2015, of 900 Company shares for an average price of PLN 98.29 per share,• purchase, on November 10th 2015, of 406 Company shares for an average price of PLN 102.98 per share,• sale, on November 10th 2015, of 400 Company shares for an average price of PLN 102.58 per share,• purchase, on November 12th 2015, of 400 Company shares for an average price of PLN 100.56 per share,• sale, on November 12th 2015, of 100 Company shares for an average price of PLN 100.95 per share, • purchase, on November 13th 2015, of 288 Company shares for an average price of PLN 100.04 per share,• sale, on November 13th 2015, of 527 Company shares for an average price of PLN 100.12 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 16th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. publishes a correction of the consolidated quarterly report for Q3 2015, issued on November 9th 2015.The correction relates to a drafting error made in the preparation of the summary of Grupa Azoty’s capital expenditure in Q3 2015.
PREVIOUS WORDING:Capital expenditure at the Grupa Azoty Group in Q3 2015:• Parent PLN 63,317 thousand• Grupa Azoty PUŁAWY Group PLN 69,599 thousand• Grupa Azoty KĘDZIERZYN Group PLN 97,599 thousand• Grupa Azoty POLICE Group PLN 97,914 thousand• Grupa Azoty ATT Polymers GmbH PLN 77,906 thousand• Grupa Azoty PKCh Sp. z o.o. PLN 1,120 thousand• Grupa Azoty KOLTAR Sp. z o.o. PLN 369 thousand• Grupa Azoty SIARKOPOL PLN 2,493 thousand
NEW WORDING:Capital expenditure at the Grupa Azoty Group in Q3 2015:• Parent PLN 63,317 thousand• Grupa Azoty PUŁAWY Group PLN 69,599 thousand• Grupa Azoty KĘDZIERZYN Group PLN 97,914 thousand• Grupa Azoty POLICE Group PLN 77,906 thousand• Grupa Azoty ATT Polymers GmbH PLN 1,120 thousand• Grupa Azoty PKCh Sp. z o.o. PLN 901 thousand,• Grupa Azoty KOLTAR Sp. z o.o. PLN 369 thousand• Grupa Azoty SIARKOPOL PLN 2,493 thousand
Legal basis: Par. 6.4 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 February 19th 2009 (consolidated text: Dz. U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 2nd 2015, of 209 Company shares for an average price of PLN 91.95 per share,• purchase, on November 3rd 2015, of 183 Company shares for an average price of PLN 91.47 per share,• sale, on November 3rd 2015, of 379 Company shares for an average price of PLN 91.43 per share,• purchase, on November 4th 2015, of 350 Company shares for an average price of PLN 93.07 per share,• sale, on November 4th 2015, of 350 Company shares for an average price of PLN 93.12 per share,• purchase, on November 5th 2015, of 200 Company shares for an average price of PLN 94.00 per share,• sale, on November 5th 2015, of 200 Company shares for an average price of PLN 94.08 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 9th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 26th 2015, of 1406 Company shares for an average price of PLN 94.20 per share,• sale, on October 26th 2015, of 1406 Company shares for an average price of PLN 94.20 per share,• purchase, on October 27th 2015, of 720 Company shares for an average price of PLN 94.41 per share,• sale, on October 27th 2015, of 720 Company shares for an average price of PLN 94.41 per share,• purchase, on October 28th 2015, of 120 Company shares for an average price of PLN 93.56 per share,• sale, on October 28th 2015, of 120 Company shares for an average price of PLN 93.89 per share,• purchase, on October 29th 2015, of 600 Company shares for an average price of PLN 91.07 per share,• purchase, on October 30th 2015, of 656 Company shares for an average price of PLN 90.65 per share,• sale, on October 30th 2015, of 1256 Company shares for an average price of PLN 91.45 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 2nd 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 19th 2015, of 240 Company shares for an average price of PLN 92.52 per share,• sale, on October 19th 2015, of 240 Company shares for an average price of PLN 92.21 per share,• purchase, on October 20th 2015, of 370 Company shares for an average price of PLN 94.40 per share,• sale, on October 20th 2015, of 370 Company shares for an average price of PLN 94.56 per share,• purchase, on October 21st 2015, of 320 Company shares for an average price of PLN 93.85 per share, • purchase, on October 22nd 2015, of 940 Company shares for an average price of PLN 92.71 per share,• sale, on October 22nd 2015, of 1051 Company shares for an average price of PLN 92.88 per share,• sale, on October 23th 2015, of 209 Company shares for an average price of PLN 93.06 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 26th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. announces that it has changed the date for publication of the extended consolidated report for Q3 2015 announced in Current Report No. 4/2015 of January 16th 2015 concerning the publication dates of full-year and interim reports in 2015.
The new publication date of the extended consolidated report for Q3 2015 is November 9th 2015. The previous publication date was November 12th 2015.
Legal basis of the report: Par. 103.2 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 February 19th 2009 (Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 12th 2015, of 400 Company shares for an average price of PLN 90.25 per share,• sale, on October 12th 2015, of 400 Company shares for an average price of PLN 90.89 per share,• purchase, on October 13th 2015, of 120 Company shares for an average price of PLN 90.37 per share,• sale, on October 13th 2015, of 120 Company shares for an average price of PLN 90.97 per share, • purchase, on October 16th 2015, of 150 Company shares for an average price of PLN 91.00 per share,• sale, on October 16th 2015, of 150 Company shares for an average price of PLN 91.07 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 19th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 5th 2015, of 140 Company shares for an average price of PLN 90.00 per share,• sale, on October 5th 2015, of 140 Company shares for an average price of PLN 90.50 per share,• purchase, on October 6th 2015, of 885 Company shares for an average price of PLN 91.15 per share,• sale, on October 6th 2015, of 885 Company shares for an average price of PLN 91.23 per share,• purchase, on October 7th 2015, of 150 Company shares for an average price of PLN 92.40 per share,• sale, on October 7th 2015, of 36 Company shares for an average price of PLN 92.49 per share,• purchase, on October 8th 2015, of 414 Company shares for an average price of PLN 89.45 per share,• sale, on October 8th 2015, of 214 Company shares for an average price of PLN 89.76 per share, • sale, on October 9th 2015, of 314 Company shares for an average price of PLN 90.04 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 12th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) hereby announces that, in accordance with Art. 69.1.1−2 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 2013, item 1382, as amended), on October 5th 2015 it received a notification disclosing the holding of Company shares from Towarzystwo Funduszy Inwestycyjnych PZU S.A. of Warsaw (“TFI PZU SA”) acting as the fund management company for and on behalf of the following investment funds:
- PZU Fundusz Inwestycyjny Otwarty Parasolowy,- PZU Specjalistyczny Fundusz Inwestycyjny Otwarty Universum,- PZU Specjalistyczny Fundusz Inwestycyjny Otwarty Globalnych Inwestycji,- PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2(collectively: “TFI PZU Funds”).
TFI PZU SA informed that following settlement on October 2nd 2015 of the sale of 8,186,448 (eight million, one hundred and eighty-six thousand, four hundred and forty-eight) Company shares from the portfolio of PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2 and purchase of 8,186,448 (eight million, one hundred and eighty-six thousand, four hundred and forty-eight) Company shares for the portfolio of PZU Specjalistyczny Fundusz Inwestycyjny Otwarty UNIVERSUM (executed in an OTC block transaction on the Warsaw Stock Exchange on September 30th 2015), the share of the TFI PZU Funds in the total vote at the Company’s General Meeting has not changed and is as follows:
Number of shares held prior to the transactions: 8,530,189Percentage share in the Company’s share capital: 8.5994%Voting rights: 8,530,189Percentage share of total voting rights: 8.5994%
Number of shares held following the transactions: 8,530,189Percentage share in the Company’s share capital: 8.5994%Voting rights: 8,530,189Percentage share of total voting rights: 8.5994%.
TFI PZU SA further informed that:
- within 12 months of the notification date, the holding of Company shares by the TFI PZU Funds may both increase or decrease;- the TFI PZU Funds have no subsidiaries holding Company shares;- TFI PZU SA, acting in its capacity of the fund manager, may exercise voting rights at the Company’s General Meeting on behalf of the TFI PZU Funds.
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 2013, item 1382, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 28th 2015, of 300 Company shares for an average price of PLN 84.66 per share,• sale, on September 28th 2015, of 180 Company shares for an average price of PLN 83.07 per share,• purchase, on September 29th 2015, of 140 Company shares for an average price of PLN 82.20 per share,• sale, on September 29th 2015, of 460 Company shares for an average price of PLN 83.59 per share,• purchase, on September 30th 2015, of 340 Company shares for an average price of PLN 87.19 per share,• sale, on September 30th 2015, of 340 Company shares for an average price of PLN 87.38 per share,• purchase, on October 1st 2015, of 396 Company shares for an average price of PLN 92.50 per share,• sale, on October 1st 2015, of 396 Company shares for an average price of PLN 90.44 per share, • purchase, on October 2nd 2015, of 458 Company shares for an average price of PLN 91.11 per share,• sale, on October 2nd 2015, of 458 Company shares for an average price of PLN 91.16 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 5th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 21st 2015, of 500 Company shares for an average price of PLN 90.73 per share,• sale, on September 21st 2015, of 430 Company shares for an average price of PLN 90.88 per share,• purchase, on September 22nd 2015, of 146 Company shares for an average price of PLN 91.55 per share,• sale, on September 22nd 2015, of 15 Company shares for an average price of PLN 92.49 per share,• purchase, on September 23th 2015, of 436 Company shares for an average price of PLN 89.15 per share,• sale, on September 23th 2015, of 476 Company shares for an average price of PLN 89.65 per share,• purchase, on September 24th 2015, of 440 Company shares for an average price of PLN 85.98 per share,• sale, on September 24th 2015, of 340 Company shares for an average price of PLN 86.00 per share,• purchase, on September 25th 2015, of 589 Company shares for an average price of PLN 85.06 per share,• sale, on September 25th 2015, of 650 Company shares for an average price of PLN 86.63 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated September 28th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 14th 2015, of 315 Company shares for an average price of PLN 89.29 per share,• sale, on September 14th 2015, of 315 Company shares for an average price of PLN 89.76 per share,• purchase, on September 15th 2015, of 120 Company shares for an average price of PLN 93.29 per share,• sale, on September 15th 2015, of 120 Company shares for an average price of PLN 93.00 per share,• purchase, on September 16th 2015, of 368 Company shares for an average price of PLN 92.01 per share,• purchase, on September 17th 2015, of 120 Company shares for an average price of PLN 90.20 per share,• purchase, on September 18th 2015, of 351 Company shares for an average price of PLN 88.73 per share,• sale, on September 18th 2015, of 839 Company shares for an average price of PLN 89.63 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated September 21st 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 7th 2015, of 245 Company shares for an average price of PLN 89.60 per share,• purchase, on September 8th 2015, of 269 Company shares for an average price of PLN 88.54 per share,• sale, on September 8th 2015, of 514 Company shares for an average price of PLN 88.56 per share,• purchase, on September 9th 2015, of 350 Company shares for an average price of PLN 89.23 per share,• sale, on September 9th 2015, of 150 Company shares for an average price of PLN 89.43 per share,• purchase, on September 10th 2015, of 330 Company shares for an average price of PLN 89.34 per share,• sale, on September 10th 2015, of 530 Company shares for an average price of PLN 89.54 per share,• purchase, on September 11th 2015, of 875 Company shares for an average price of PLN 89.74 per share,• sale, on September 11th 2015, of 875 Company shares for an average price of PLN 89.62 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated September 14th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on August 31st 2015, of 297 Company shares for an average price of PLN 87.57 per share,• sale, on August 31st 2015, of 297 Company shares for an average price of PLN 87.78 per share,• purchase, on September 1st 2015, of 390 Company shares for an average price of PLN 88.62 per share,• sale, on September 1st 2015, of 310 Company shares for an average price of PLN 88.91 per share,• purchase, on September 2nd 2015, of 720 Company shares for an average price of PLN 88.65 per share,• sale, on September 2nd 2015, of 650 Company shares for an average price of PLN 88.58 per share,• purchase, on September 3rd 2015, of 866 Company shares for an average price of PLN 88.38 per share,• sale, on September 3rd 2015, of 1016 Company shares for an average price of PLN 88.43 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated September 7th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
Further to Current Report No. 56/2015 of August 18th 2015 and No 59/2015 of August 26th 2015, The Management Board of Grupa Azoty S.A. announces that on September 4th 2015 the Extraordinary General Meeting of Navitrans Sp. z o.o. (“Navitrans”) of Gdynia passed resolutions to dissolve Navitrans and place the company in liquidation and to appoint Włodzimierz Gembusz as the liquidator.
Simultaneously, the Extraordinary General Meeting of Navitrans invalidated the subjective resolutions passed on August 18th 2015.
A liquidation petition will be filed with the registry court of Gdańsk-Północ in Gdańsk, 8th Economic Division of the National Court Register, untill September 11th 2015.
Legal basis: Par. 5.1.24 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on August 24th 2015, of 140 Company shares for an average price of PLN 79.90 per share,• sale, on August 24th 2015, of 111 Company shares for an average price of PLN 81.69 per share,• purchase, on August 26th 2015, of 309 Company shares for an average price of PLN 76.61 per share,• sale, on August 26th 2015, of 911 Company shares for an average price of PLN 77.25 per share,• purchase, on August 27th 2015, of 200 Company shares for an average price of PLN 83.00 per share,• sale, on August 27th 2015, of 325 Company shares for an average price of PLN 81.08 per share,• purchase, on August 28th 2015, of 606 Company shares for an average price of PLN 83.64 per share,• sale, on August 28th 2015, of 606 Company shares for an average price of PLN 84,25 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated August 31st 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
Further to Current Report No. 56/2015 of August 18th 2015, the Management Board of Grupa Azoty S.A. announces that because the Management Board of Navitrans Sp. z o.o. (“Navitrans”) of Gdynia declared defective the resolutions passed by the Extraordinary General Meeting of Navitrans on August 18th 2015, another Extraordinary General Meeting of Navitrans will be held, on September 4th 2015. The agenda of another Extraordinary General Meeting provides for another vote on resolutions to dissolve Navitrans, open liquidation proceedings and appoint a liquidator for the company.
Accordingly, a petition to open liquidation proceedings will be filed with the District Court for Gdańsk-Północ, 8th Commercial Division of the National Court Register, following the adoption of these resolutions by the Extraordinary General Meeting of Navitrans.
Legal basis: Par. 5.1.24 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on August 18th 2015, of 270 Company shares for an average price of PLN 88.17 per share,• sale, on August 19th 2015, of 357 Company shares for an average price of PLN 88.31 per share,• purchase, on August 20th 2015, of 367 Company shares for an average price of PLN 88.29 per share,• sale, on August 20th 2015, of 367 Company shares for an average price of PLN 88.69 per share,• purchase, on August 21st 2015, of 700 Company shares for an average price of PLN 85.39 per share,• sale, on August 21st 2015, of 2 Company shares for an average price of PLN 89.30 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated August 24th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that the total value of transactions concluded between the Grupa Azoty Group and the PGNiG Group in the period from December 17th 2014 until the publication of this report reached PLN 1,146 m (exclusive of VAT).
Having exceeded 10% of the Grupa Azoty Group's total revenue in the last four financial quarters, the aggregate value of the transactions meets the criteria of significant agreement.The single agreement with the highest VAT-exclusive value in the period covered by this report was an annex signed on August 13th 2015 by Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”), a subsidiary of the Company, to the Agreement for sale of high-methane natural gas (the “Annex”), concluded with Polskie Górnictwo Naftowe i Gazownictwo S.A. on January 14th 1999 for an unspecified time, received by Grupa Azoty Puławy on August 17th 2015 . Grupa Azoty Puławy announced the conclusion of the Annex in its Current Report No. 27/2015 dated August 18th 2015.
The Annex changed the definition of the Contract Year to mean the period from 6.00 am on October 1st of a given calendar year to 6.00 am on October 1st of the next calendar year (a gas year). Earlier, the Contract Year under the Agreement had been the same as a calendar year.Together with the Annex, an Appendix to the Agreement was signed, entitled ‘Gas fuel volumes contracted in individual months of the Contract Year and contracted capacity’ specifying the contracted capacity and quantity of gas fuel for the 2015/2016 gas year. The Appendix also replaces the previous arrangements concerning contracted volumes and capacity in the period October 1st−December 31st 2015 specified in the appendix to the Agreement concluded on December 17th 2014 and announced by Grupa Azoty Puławy in its Current Report No. 28/2014 dated December 17th 2014.
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on August 18th 2015 the Annual General Meeting of Navitrans Sp. z o.o. (“Navitrans”) of Gdynia passed a resolution to place the company in liquidation as of September 1st 2015, to commence the procedure for the company’s liquidation and to appoint Włodzimierz Gembusz as the liquidator.
A liquidation petition will be filed with the registry court of Gdańsk-Północ in Gdańsk, 8th Economic Division of the National Court Register, untill September 25th 2015.
Navitrans provides land and sea export and import forwarding services for a wide range of cargo types. The company also runs a customs agency, offering comprehensive customs services.Putting Navitrans into liquidation is the result of the implementation of the Strategy within the scope of restructuring of Grupa Azoty Group’s assets.
Grupa Azoty S.A. holds 32 shares in Navitrans, representing 26.45% of its share capital, with Grupa Azoty Zakłady Azotowe Puławy S.A., a Grupa Azoty S.A. subsidiary, holding another 32 shares representing 26.45% of Navitrans’ share capital. In addition, Bałtycka Baza Masowa Sp. z o.o. (in which Grupa Azoty Zakłady Azotowe Puławy S.A. owns a 50% interest) holds 32 shares in Navitrans, representing 26.45% of the company’s share capital.
Legal basis: Par. 5.1.24 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on August 11th 2015, of 513 Company shares for an average price of PLN 92.19 per share,• sale, on August 11th 2015, of 513 Company shares for an average price of PLN 92.27 per share,• purchase, on August 13th 2015, of 525 Company shares for an average price of PLN 92.55 per share,• sale, on August 13th 2015, of 125 Company shares for an average price of PLN 94.50 per share,• sale, on August 14th 2015, of 400 Company shares for an average price of PLN 91.06 per share,• purchase, on August 17th 2015, of 120 Company shares for an average price of PLN 91.00 per share,• sale, on August 17th 2015, of 33 Company shares for an average price of PLN 91.00 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated August 18th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on August 5th 2015, of 330 Company shares for an average price of PLN 89.93 per share,• sale, on August 5th 2015, of 330 Company shares for an average price of PLN 89.49 per share,• purchase, on August 7th 2015, of 130 Company shares for an average price of PLN 88.00 per share,• sale, on August 7th 2015, of 130 Company shares for an average price of PLN 88.50 per share,• purchase, on August 10th 2015, of 400 Company shares for an average price of PLN 90.06 per share,• sale, on August 10th 2015, of 400 Company shares for an average price of PLN 90.45 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated August 12th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on July 29th 2015, of 200 Company shares for an average price of PLN 77.99 per share,• sale, on July 29th 2015, of 200 Company shares for an average price of PLN 79.15 per share,• sale, on July 30th 2015, of 27 Company shares for an average price of PLN 80.93 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated August 4th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on July 22nd 2015, of 27 Company shares for an average price of PLN 81.00 per share,• purchase, on July 23rd 2015, of 200 Company shares for an average price of PLN 81.07 per share,• sale, on July 23rd 2015, of 200 Company shares for an average price of PLN 81.39 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated July 27th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on July 13th 2015, of 168 Company shares for an average price of PLN 80.28 per share,• sale, on July 13th 2015, of 168 Company shares for an average price of PLN 80.88 per share,• purchase, on July 14th 2015, of 125 Company shares for an average price of PLN 83.10 per share,• sale, on July 14th 2015, of 125 Company shares for an average price of PLN 83.00 per share,• purchase, on July 16th 2015, of 624 Company shares for an average price of PLN 84.18 per share,• sale, on July 16th 2015, of 624 Company shares for an average price of PLN 84.41 per share,• purchase, on July 17th 2015, of 420 Company shares for an average price of PLN 82.91 per share,• sale, on July 17th 2015, of 420 Company shares for an average price of PLN 83.12 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated July 20th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on July 6th 2015, of 400 Company shares for an average price of PLN 81.72 per share,• sale, on July 6th 2015, of 195 Company shares for an average price of PLN 82.22 per share,• purchase, on July 7th 2015, of 1070 Company shares for an average price of PLN 82.32 per share,• sale, on July 7th 2015, of 886 Company shares for an average price of PLN 82.65 per share,• purchase, on July 8th 2015, of 865 Company shares for an average price of PLN 79.17 per share,• sale, on July 8th 2015, of 689 Company shares for an average price of PLN 80.31 per share,• purchase, on July 9th 2015, of 1072 Company shares for an average price of PLN 78.01 per share,• sale, on July 9th 2015, of 1037 Company shares for an average price of PLN 78.11 per share,• purchase, on July 10th 2015, of 200 Company shares for an average price of PLN 78.30 per share,• sale, on July 10th 2015, of 800 Company shares for an average price of PLN 78.37 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated July 13th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on June 30th 2015, of 619 Company shares for an average price of PLN 80.76 per share,• sale, on June 30th 2015, of 619 Company shares for an average price of PLN 80.74 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated July 6th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) publishes below its responses to a shareholder’s questions addressed to the Company’s Management Board, pursuant to Art. 428.1 of the Commercial Companies Code, during the Annual General Meeting held on June 18th 2015:
Question 1How much funds were applied towards sponsorship and advertising at the Group level?
AnswerIn 2014, Grupa Azoty S.A. developed and implemented the Group’s Strategy until 2020. For a detailed description of the Strategy, visit the Company’s web pages.An important element of the Strategy, which should significantly contribute to its delivery, is the social and sponsorship policy.Through its social initiatives and sponsorship, Grupa Azoty S.A. promotes the image of the entire Group not only as an organisation recording solid performance, but also as a socially responsible business.Funds applied towards sponsorship and advertising are to ensure the achievement of business objectives such as revenue growth, promotion of products, attraction of customers’ interest and transfer of brand value onto product value; as well as image-building objectives, strengthening the favourable image of Grupa Azoty S.A., building the Company’s reputation and reaching customers and opinion-making circles with our message.Through its social involvement and sponsorship, Grupa Azoty S.A. supports culture, education and sports, as well as charitable initiatives. Key information on the ‘Grupa Azoty Group’s policy on social and sponsorship activities and its operation at the Group’ is available from www.grupaazoty.com Section zrównoważony rozwój/dialog i budowanie relacji: http://grupaazoty.com/pl/rozwoj/dialog/lista.The amount of funds applied every year towards such initiatives depends on the financial resources of the Group companies, as well as the importance, type, nature and reach of initiatives we choose to support or sponsor. For a detailed listing of funds applied towards such initiatives, refer to the ‘2014 Integrated Report’ available from the Company’s web pages.
Question 2How much funds were applied towards community initiatives?
Answer
Initiatives benefiting local communities are a crucial element of our social and sponsorship policy. Out of a sense of responsibility towards our local communities, Grupa Azoty S.A. implements initiatives falling into the following categories:- investments benefiting local communities,- initiatives designed to solve social problems,- charities, financial and in-kind assistance,- support of amateur and professional sports.As part of its community outreach efforts, Grupa Azoty S.A. seeks to actively support local initiatives and respond to the needs of foundations, associations, schools and NGOs, particularly by supporting educational projects for children and youth, cultural events, amateur sports and improvement of healthcare quality.For a detailed listing of funds applied towards such initiatives, refer to the ‘2014 Integrated Report’ and the ‘Directors’ Report on the Grupa Azoty’s operations in 2014’ available from the Company’s web pages.
Question 3How does this expenditure affect the Group’s revenue?
AnswerExpenditure on social initiatives and sponsorship, being part of the Company’s well-premeditated strategy, is subject to detailed analysis. The Company keeps analysing the effects of its marketing initiatives, both through professional sports and through brand recognition surveys. This analysis has confirmed that Grupa Azoty S.A. is viewed as the leader of the chemical and fertilizers industry and national chemical champion with a strong tradition and track record of social responsibility, as well as an attractive listed company.The initiatives described above foster the image and value of the brand, with a favourable effect on the Group’s operations and performance.For a detailed description of Grupa Azoty S.A.’s initiatives, refer to the ‘2014 Integrated Report’ available from the Company’s web pages.
Legal basis: Par. 38.1.12 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on June 22nd 2015, of 687 Company shares for an average price of PLN 84.10 per share,• sale, on June 22nd 2015, of 1100 Company shares for an average price of PLN 79.38 per share,• purchase, on June 23rd 2015, of 175 Company shares for an average price of PLN 82.95 per share,• sale, on June 23rd 2015, of 28 Company shares for an average price of PLN 83.18 per share,• sale, on June 24th 2015, of 147 Company shares for an average price of PLN 82.50 per share,• purchase, on June 25th 2015, of 132 Company shares for an average price of PLN 82.08 per share,• sale, on June 25th 2015, of 132 Company shares for an average price of PLN 82.35 per share,• purchase, on June 26th 2015, of 1000 Company shares for an average price of PLN 81.68 per share,• sale, on June 26th 2015, of 1000 Company shares for an average price of PLN 81.87 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 29th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (“the Company”) announces that on June 26th 2015 it received a notification, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz.U. of 2014, item 94, as amended), of a transaction in Company financial instruments, executed by a person closely related to a member of the Company’s Supervisory Board.
According to the notification, the person executed the following transactions:
• sold, on June 23rd 2015, 6,418 Company shares for an average price of PLN 83.000 per share,• sold, on June 24th 2015, 15,732 Company shares for an average price of PLN 82.984 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 26th 2015.
The notifying person has not consented to the publication of the data specified in Par. 2.1.1 of the Minister of Finance’s Regulation on the disclosure of information on some transactions in financial instruments and on the rules for drawing up and maintaining a list of persons having access to inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz.U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on June 15th 2015, of 226 Company shares for an average price of PLN 79.44 per share,• sale, on June 15th 2015, of 226 Company shares for an average price of PLN 79.61 per share,• purchase, on June 16th 2015, of 565 Company shares for an average price of PLN 78.19 per share,• sale, on June 16th 2015, of 565 Company shares for an average price of PLN 78.80 per share,• purchase, on June 17th 2015, of 780 Company shares for an average price of PLN 79.00 per share,• sale, on June 17th 2015, of 304 Company shares for an average price of PLN 80.00 per share,• purchase, on June 18th 2015, of 300 Company shares for an average price of PLN 76.70 per share,• sale, on June 18th 2015, of 23 Company shares for an average price of PLN 77.84 per share,• purchase, on June 19th 2015, of 400 Company shares for an average price of PLN 74.80 per share,• sale, on June 19th 2015, of 740 Company shares for an average price of PLN 76.04 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 22nd 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
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 vote at the Annual General Meeting held on June 18th 2015, 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 2013, item 1382).
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 held on June 18th 2015.
Acting in line with its Rules of Procedure, the Annual General Meeting resolved not to consider item 5 of the agenda − Appointment of the Ballot Counting Committee, given that the votes were counted electronically by the technical support staff.
Objections to Resolutions No. 3, 4 and 6 were raised by shareholders for the record in the minutes.
A draft resolution concerning the allocation of the Company’s net profit for the financial year 2014 and a draft resolution to convene an Extraordinary General Meeting for July 23rd 2015 were submitted during the Annual General Meeting, as reported by the Company in Current Report No. 42/2015 of June 18th 2015.
Legal basis: Par. 38.1.7–9 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, draft resolutions submitted by eligible shareholders of the Company, ING Otwarty Fundusz Emerytalny (“ING OFE”) and a natural person, during the Company’s Annual General Meeting on June 18th 2015. The draft resolution submitted by ING OFE, published by the Company as an appendix hereto, concerned the Annual General Meeting’s agenda item No. 8 ‘Adoption of a resolution on the allocation of net profit for the financial year 2014’.
The natural person submitted a request to convene an Extraordinary General Meeting for 11am on July 23rd 2015 at the Company’s registered office (see appendix hereto).
Neither draft resolution was passed by the Annual General Meeting.
Legal basis: Par. 38.1.5 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on June 8th 2015, of 140 Company shares for an average price of PLN 78.00 per share,• sale, on June 8th 2015, of 190 Company shares for an average price of PLN 78.33 per share,• purchase, on June 9th 2015, of 380 Company shares for an average price of PLN 79.94 per share,• sale, on June 9th 2015, of 240 Company shares for an average price of PLN 80.65 per share,• purchase, on June 10th 2015, of 392 Company shares for an average price of PLN 79.72 per share,• sale, on June 10th 2015, of 187 Company shares for an average price of PLN 79.85 per share,• purchase, on June 11th 2015, of 500 Company shares for an average price of PLN 78.15 per share,• sale, on June 11th 2015, of 400 Company shares for an average price of PLN 78.69 per share,• purchase, on June 12th 2015, of 2 Company shares for an average price of PLN 78.50 per share,• sale, on June 12th 2015, of 447 Company shares for an average price of PLN 79.26 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 15th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• sale, on June 2nd 2015, of 358 Company shares for an average price of PLN 76.62 per share,• purchase, on June 3rd 2015, of 370 Company shares for an average price of PLN 77.12 per share,• sale, on June 3rd 2015, of 320 Company shares for an average price of PLN 77.30 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 8th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on May 26th 2015, of 763 Company shares for an average price of PLN 76.09 per share, • sale, on May 26th 2015, of 200 Company shares for an average price of PLN 76.23 per share,• purchase, on May 27th 2015, of 2 Company shares for an average price of PLN 76.80 per share, • sale, on May 27th 2015, of 628 Company shares for an average price of PLN 75.57 per share,• purchase, on May 28th 2015, of 350 Company shares for an average price of PLN 78.10 per share, • sale, on May 28th 2015, of 350 Company shares for an average price of PLN 77.79 per share,• purchase, on May 29th 2015, of 1358 Company shares for an average price of PLN 76.10 per share, • sale, on May 29th 2015, of 1240 Company shares for an average price of PLN 76.24 per share,• purchase, on June 1st 2015, of 550 Company shares for an average price of PLN 76.14 per share, • sale, on June 1st 2015, of 310 Company shares for an average price of PLN 76.43 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 2nd 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
Further to Current Reports No. 25/2015, No. 26/2015 and No. 27/2015 of April 23rd 2015, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 28th 2015 the Company executed credit facility agreements for long-term financing with the European Bank for Reconstruction and Development of London (“EBRD”) and the European Investment Bank of Luxembourg (“EIB”).
The agreements with the EIB include a credit facility agreement for up to PLN 550,000,000 executed by the Company (the “EIB Agreement”) and a guarantee agreement executed by the Key Subsidiaries, under which the Key Subsidiaries, acting as Guarantors, provided guarantees covering the Company’s liabilities under the EIB Agreement, with each guarantee covering up to one-third (1/3) of 120% of the amount provided under the EIB Agreement, i.e. up to PLN 220,000,000.
The agreements with the EBRD include a credit facility agreement for up to PLN 150,000,000 executed by the Company (the “EBRD Agreement”) and a guarantee agreement executed by the Company and its subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Key Subsidiaries”), under which the Key Subsidiaries, acting as Guarantors, provided guarantees covering the Company’s liabilities under the EBRD Agreement, with each guarantee covering up to one-third (1/3) of 120% of the amount provided under the EBRD Agreement, i.e. up to PLN 60,000,000.
The EIB Agreement and the PLN 150m EBRD Agreement were concluded for a period of ten years and are to be repaid in instalments, starting as of year three in the case of the EIB Agreement and as of year four of the financing period in the case of the EBRD Agreement.
In the EIB Agreement and the EBRD Agreement, the Company agreed to incur capital expenditure on selected projects in its investment programme, whose implementation is in line with the banks’ policies. The Agreements also contain an obligation to submit reports (periodic reports and a final report) which must specify project costs, their financing sources, etc. but without the need to settle individual items of expenditure against facility tranches drawn.
The EIB Agreement and the EBRD Agreement also include provisions which impose certain restrictions on the Company and the Key Subsidiaries, concerning for instance making dispositions with respect to their material assets or encumbering such assets, provision of loans and guarantees, payment of dividends and incurring financial liabilities, above certain consolidated net debt to EBITDA ratio values agreed with the lenders, which have been made consistent with the provisions of the revolving credit facility agreement of April 23rd 2015 (see Current Report No. 25/2015).
The other terms of the EIB Agreement and the EBRD Agreement do not differ from standard terms used in agreements of such type.
The EIB Agreement and the EBRD Agreement are an integral part of the Company’s long-term financing package for an aggregate amount of PLN 2.2bn (see Current Reports Nos 25-27/2015 of April 23rd 2015), intended for financing Grupa Azoty Group’s general corporate needs, including its strategy and investment programme.
Legal basis: Art. 56.1.1 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 2013, item 1382).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on May 19th 2015, of 220 Company shares for an average price of PLN 81.11 per share, • sale, on May 19th 2015, of 82 Company shares for an average price of PLN 81.40 per share,• purchase, on May 20th 2015, of 500 Company shares for an average price of PLN 78.56 per share, • sale, on May 20th 2015, of 300 Company shares for an average price of PLN 78.99 per share,• purchase, on May 21st 2015, of 400 Company shares for an average price of PLN 77.62 per share, • sale, on May 21st 2015, of 738 Company shares for an average price of PLN 77.98 per share,• purchase, on May 22nd 2015, of 385 Company shares for an average price of PLN 78.07 per share, • sale, on May 22nd 2015, of 385 Company shares for an average price of PLN 78.48 per share.• purchase, on May 25th 2015, of 63 Company shares for an average price of PLN 77.11 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated May 26th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (“the Company”) publishes − attached to this report − the resolutions to be debated at the Annual General Meeting of the Company convened for June 18th 2015.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the "Company") hereby gives notice of the Annual General Meeting, to be held at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland (conference room 57/58, 1st floor) at 10:00 a.m. on June 18th 2015.
The total number of Grupa Azoty S.A. shares is 99,195,484. As of June 18th 2015, the number of votes attached to these shares is 99,195,484.
AGENDA:1. Opening of the Meeting.2. Appointment of the Chair of the Meeting and preparation of the attendance list.3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.4. Adoption of the agenda.5. Appointment of the Ballot Counting Committee.6. Review of the Supervisory Board’s reports on:a) assessment of the separate financial statements of Grupa Azoty S.A. for the period January 1st–December 31st 2014, assessment of the Directors’ Report on the Company’s operations in 2014, and assessment of the Management Board’s proposal concerning allocation of net profit for the financial year 2014;b) assessment of the Company’s compliance with the adopted corporate governance standards in the period January 1st–December 31st 2014;c) activities of the Supervisory Board and its committees in the period January 1st–December 31st 2014, and assessment of the work of the Management Board; d) assessment of the Company’s condition in 2014, including evaluation of its internal control and risk management systems.7. Review and approval of the separate financial statements of the Company for the period January 1st–December 31st 2014 and the Directors’ Report on the Company’s operations in the financial year 2014.8. Adoption of a resolution on allocation of net profit for the financial year 2014.9. Review of the Supervisory Board’s report on the assessment of the consolidated financial statements of the Grupa Azoty Group for the period January 1st–December 31st 2014 and assessment of the Directors’ Report on the operations of the Grupa Azoty Group in the financial year 2014. 10. Review and approval of the consolidated financial statements of the Grupa Azoty Group for the period January 1st–December 31st 2014 and the Directors’ Report on the operations of the Grupa Azoty Group in the financial year 2014.11. Adoption of resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st–December 31st 2014.12. Adoption of resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st–December 31st 2014. 13. Current information for the Shareholders.14. Closing of the Meeting.
Right to participate in the General Meeting
Pursuant to Art. 406[1].1 of the Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at June 2nd 2015 (the record date), have the right to participate in the Meeting.To ensure their participation in the General Meeting, holders of rights under book-entry bearer shares should submit a request for the issue of a personal certificate confirming their right to participate in the Annual General Meeting of Grupa Azoty S.A. with the entity keeping their securities account. The requests should be submitted on or after the publication of the notice of General Meeting, i.e. May 22nd 2015 and no later than on the first weekday following the record date, i.e. June 3rd 2015. In accordance with the laws and regulations governing trade in financial instruments, records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting.A list of shareholders entitled to participate in the Annual General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the General Meeting, i.e. on June 15th, 16th and 17th 2015, from 8am to 3pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the General Meeting through a proxy
Shareholders may participate in the Annual General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying the persons authorised to represent the legal person.A proxy may exercise all the shareholder's rights at the Annual General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.A power of proxy to participate in the Annual General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy to be downloaded from www.grupaazoty.com. The grant of powers of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.The procedure for identification of the principal applies accordingly to a notification of revoking of powers of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.It is the shareholder who decides on the way of granting the power of proxy and the Company is not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Annual General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one twentieth of the Company’s share capital may request that certain issues should be placed on the agenda of the Annual General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the meeting, that is by May 28th 2015. The request may be sent in electronic form to the Company’s dedicated email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Annual General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated email address: ##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, Poland.Draft resolutions on matters placed on the agenda may be submitted by all shareholders during the Annual General Meeting. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The full text of documents to be presented to the General Meeting, including draft resolutions, will be available at the Company’s registered office from the date of convening the General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholder section of the Company’s website www.grupaazoty.com.
Legal basis: Par. 38.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on May 11th 2015, of 190 Company shares for an average price of PLN 87.00 per share, • sale, on May 11th 2015, of 190 Company shares for an average price of PLN 86.83 per share,• purchase, on May 12th 2015, of 200 Company shares for an average price of PLN 85.60 per share, • sale, on May 12th 2015, of 200 Company shares for an average price of PLN 86.00 per share,• purchase, on May 13th 2015, of 965 Company shares for an average price of PLN 82.49 per share, • sale, on May 13th 2015, of 714 Company shares for an average price of PLN 83.18 per share,• purchase, on May 14th 2015, of 610 Company shares for an average price of PLN 81.26 per share, • sale, on May 14th 2015, of 861 Company shares for an average price of PLN 81.63 per share,• purchase, on May 15th 2015, of 140 Company shares for an average price of PLN 81.86 per share, • sale, on May 15th 2015, of 140 Company shares for an average price of PLN 82.00 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated May 18th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on May 4th 2015, of 200 Company shares for an average price of PLN 81.66 per share, • sale, on May 4th 2015, of 200 Company shares for an average price of PLN 82.78 per share,• purchase, on May 5th 2015, of 200 Company shares for an average price of PLN 82.15 per share, • sale, on May 5th 2015, of 400 Company shares for an average price of PLN 82.54 per share,• purchase, on May 6th 2015, of 61 Company shares for an average price of PLN 82.64 per share, • sale, on May 6th 2015, of 61 Company shares for an average price of PLN 82.85 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated May 11th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on April 27th 2015, of 430 Company shares for an average price of PLN 87.11 per share, • sale, on April 27th 2015, of 430 Company shares for an average price of PLN 87.33 per share,• purchase, on April 28th 2015, of 200 Company shares for an average price of PLN 86.00 per share, • sale, on April 28th 2015, of 54 Company shares for an average price of PLN 86.29 per share,• purchase, on April 29th 2015, of 400 Company shares for an average price of PLN 84.80 per share, • purchase, on April 30th 2015, of 1223 Company shares for an average price of PLN 82.30 per share, • sale, on April 30th 2015, of 1569 Company shares for an average price of PLN 82.82 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated May 4th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
Further to the letter of April 21st 2015, received by Grupa Azoty S.A. of Tarnów ("the Company") on April 23rd 2015, regarding the Management Board's recommendation to propose to the Annual General Meeting that the entire net profit for 2014 be contributed to the Company’s statutory reserve funds ("the Letter"), the Management Board provides below its responses to the questions addressed to the Management Board outside the General Meeting pursuant to Art. 428.6 of the Commercial Companies Code, included in the Letter:
Question 1What are the investment projects planned by the Company (excluding investment projects of its subsidiaries) to which it needs to allocate its entire undistributed net profit for 2014?AnswerIn line with the objectives of the Grupa Azoty Group Strategy for 2013-2020, as announced on August 29th 2013 (see Current Report No. 115/2013) and updated in August 2014 ("the Strategy"), one of the main value creation drivers for the Company and the Group ("the Group") is organic growth. In its pursuit of organic growth, the Group has selected 68 investment projects at various planning or completion stages to receive up to PLN 7bn in capital support. The Company's capex plan for 2014−2016 includes several dozen projects with a total value of approximately PLN 900m. Question 2What is the total cost of the investment projects referred to above estimated for the financial years 2015−2016?AnswerSee answer to question 1.Question 3What is the planned financing structure of the investment projects referred to above, including the percentage share of debt financing?AnswerThe Company's Management Board thoroughly analyses the available financing structures for every investment project, deciding between financing with internally-generated funds or/and external sources, including bank loans. A decision on the optimum structure is always made on the basis of specific circumstances of a given investment project.Question 4Does the Management Board expect the Company to have any problems in accessing debt financing for the investment projects referred to above?AnswerAs at the date of this letter, the Company's Management Board expects no difficulties in accessing debt financing (see decisions of the Company's Management Board of April 23rd 2015, announced in Current Report No. 25/2015).Question 5Is the Management Board engaged in negotiations with any potential seller(s) concerning acquisition of a business/company? If so, when will the Management Board notify the shareholders of its detailed investment plans and the status of such negotiations?AnswerIn the Strategy, the Company's Management Board, seeking to strengthen the Group value, stated that it would focus, among other things, on leveraging new business opportunities in order to increase the scale of the Group's core operations through organic growth, as well as alliances and M&As, both in Poland and abroad. Should any potential acquisition trigger an obligation to publish the relevant information, the Company, in compliance with the disclosure requirements under the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (Dz.U. of 2013, item 1382, as amended), will promptly fulfil this obligation.Question 6According to the Management Board, the declared dividend policy cannot be reconciled with the investments planned under the Company Strategy. How has the Company's financial standing changed since adoption of the Strategy that the two objectives cannot be met at the same time?AnswerIn line with the Strategy, the Company's Management Board intends to recommend to the General Meeting dividend distributions of 40% to 60% of the Company’s separate net profit for a given financial year. However, as indicated in the Strategy, any decisions on dividend payments will be made with consideration given to a range of factors concerning the Company and the Group, including prospects for its further operations and earnings, cash requirements, financial position and expansion plans. Given the substantial capex spending planned for the coming years and the Management Board's commitment to consistent implementation of the Strategy, a decision was made to recommend this year that the Annual General Meeting allocate the entire 2014 net profit to statutory reserve funds. Please note that under the Commercial Companies Code a final decision on profit distribution will be made by the Annual General Meeting.Question 7Does that mean the Management Board is introducing a new dividend policy, or is the current recommendation only a one-time exception from the existing dividend policy? If the dividend policy has been changed by the Management Board, what was the rationale behind the change and when was the Management Board planning to notify the shareholders?AnswerSee answer to question 6.
Legal basis: Par. 38.1.12 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 February 19th 2009 (Dz. Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on April 20th 2015, of 220 Company shares for an average price of PLN 84.79 per share, • sale, on April 20th 2015, of 370 Company shares for an average price of PLN 85.48 per share,• purchase, on April 21st 2015, of 200 Company shares for an average price of PLN 84.50 per share, • purchase, on April 22nd 2015, of 150 Company shares for an average price of PLN 84.00 per share, • sale, on April 22nd 2015, of 456 Company shares for an average price of PLN 84.94 per share,• purchase, on April 23rd 2015, of 184 Company shares for an average price of PLN 86.82 per share,• sale, on April 23rd 2015, of 184 Company shares for an average price of PLN 87.04 per share,• purchase, on April 24th 2015, of 140 Company shares for an average price of PLN 86.17 per share,• sale, on April 24th 2015, of 140 Company shares for an average price of PLN 86.32 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated April 27th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the "Company") announces that on April 24th 2015 it received a notification from Norica Holding S.à.r.l. of Luxembourg ("Norica"), acting on its own behalf and as attorney for:
– TrustService Limited Liability Company of Veliky Novgorod, Russia ("TrustService"),– JSC Acron of Veliky Novgorod, Russia ("Acron"),– Subero Associates Inc. of Tortola, British Virgin Islands, a private limited company ("Subero"), and – Viatcheslav Kantor, a citizen of Israel ("Mr. Kantor"),
prepared pursuant to Art. 69.1.1 and Art. 69a.1.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (the "Public Offering Act").
In the notification, the Company was informed that on 23rd April 2015 a company directly controlled by Norica and indirectly controlled by TrustService, Acron, Subero and Mr. Kantor, conducting its business activity as Opansa Enterprises Limited, with its registered office in Nicosia, Cyprus (“Opansa”), as a result of an in-kind contribution in the form of shares of the Company (the “Transaction”) made by Norica on 23 April 2015 to cover the increased share capital of Opansa, acquired 9,450,000 shares of the Company, representing approximately 9.527% of the total number of shares of the Company, which entitle to exercise 9,450,000 votes at the Company’s General Meeting, constituting approximately 9.527% of total number of votes at the Company’s General Meeting and, as a result of the Transaction, Opansa has crossed the threshold of 5% of total amount of votes at the Company’s General Meeting.
Before the Transaction Opansa did not hold, directly or indirectly, any shares of the Company.
After the Transaction Opansa holds 9,450,000 shares of the Company, representing approximately 9.527% of the total number of shares of the Company, which entitle to exercise 9,450,000 votes at the Company’s General Meeting, constituting approximately 9.527% of total number of votes at the Company’s General Meeting.
Further, as a result of the Transaction:1. Norica, directly and through its direct subsidiary – Opansa and the company Rainbee Holdings Limited with its registered office in Nicosia, Cyprus, (hereinafter: “Rainbee”) holds 19,841,700 shares of the Company, constituting approximately 20.0026% of the total number of shares of the Company, which entitle it to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of the total number of votes at the Company’s General Meeting, out of which:
a) it directly holds 571,348 shares constituting approximately 0.576% of the total number of shares of the Company, which entitle it to exercise 571,348 votes at the Company’s General Meeting, constituting approximately 0.576% of the total number of votes at the Company’s General Meeting;b) it indirectly, through Opansa, holds 9,450,000 shares of the Company, representing approximately 9.527% of the total number of shares of the Company, which entitle to exercise 9,450,000 votes at the Company’s General Meeting, constituting approximately 9.527% of total number of votes at the Company’s General Meeting c) it indirectly, through Rainbee, holds 9,820,352 shares of the Company, representing approximately 9.8999% of the total number of shares of the Company, which entitle to exercise 9,820,352 votes at the Company’s General Meeting, constituting approximately 9.8999% of total number of votes at the Company’s General Meeting.
2. TrustService, dominant entity of Norica, indirectly, through its subsidiary Norica, and its indirect controlled entities – Opansa and Rainbee, holds 19,841,700 shares, constituting approximately 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of the total number of votes at the Company’s General Meeting.3. Acron, dominant entity of TrustService, indirectly, through its indirectly controlled entities Norica, Opansa and Rainbee, holds 19,841,700 shares, constituting approximately 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of total number of votes at the Company’s General Meeting.4. Subero, dominant entity of Acron, indirectly, through its indirectly controlled entities Norica, Opansa and Rainbee, holds 19,841,700 shares, constituting approximately 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of total number of votes at the Company’s General Meeting.5. Mr. Kantor dominant entity of Subero, indirectly, through its indirectly controlled entities Norica, Opansa and Rainbee, holds 19,841,700 shares, constituting approximately 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of total number of votes at the Company’s General Meeting.
Prior to the Transaction:6. Norica held (i) directly 10,021,348 shares, constituting approximately 10.1026% of the total number of shares of the Company, which entitle to exercise 10,021,348 votes at the Company’s General Meeting, constituting approximately 10.1026% of total number of votes at the Company’s General Meeting; and (ii) indirectly, through its subsidiary - Rainbee, 9,820,352 shares of the Company, constituting approximately 9.8999% of the total number of shares of the Company, which entitle to exercise 9,820,352 votes at the Company’s General Meeting, constituting approximately 9.8999% of total number of votes at the Company’s General Meeting; i.e., it held in total (directly and indirectly) 19,841,700 shares, constituting approximately 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of total number of votes at the Company’s General Meeting.7. TrustService, dominant entity of Norica, indirectly, through its subsidiary Norica and its indirectly controlled entity –Rainbee, held 19,841,700 shares, constituting approximately 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of total number of votes at the Company’s General Meeting.8. Acron, dominant entity of TrustService, indirectly, through its indirectly controlled entities Norica and Rainbee, held 19,841,700 shares, constituting approximately 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of total number of votes at the Company’s General Meeting.9. Subero, dominant entity of Acron, indirectly, through Subero’s indirectly controlled entities Norica and Rainbee, held 19,841,700 shares, constituting approximately 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of total number of votes at the Company’s General Meeting.10. Mr. Kantor, dominant entity of Subero, indirectly, through its indirectly controlled entities Norica and Rainbee, held 19,841,700 shares, constituting approximately 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting approximately 20.0026% of total number of votes at the Company’s General Meeting.
For the avoidance of doubt, Norica announces that, due to the intragroup character of the Transaction, the total amount of shares and votes in the Company (directly and indirectly) controlled by Norica, TrustService, Acron, Subero and Mr. Kantor has not changed and still amounts to 19,841,700 shares, constituting app. 20.0026% of the total number of shares of the Company, which entitle to exercise 19,841,700 votes at the Company’s General Meeting, constituting app. 20.0026% of total number of votes at the Company’s General Meeting (Company’s current report no. 64/2014 dated 1 November 2014).
Mr. Kantor further notified that his controlled entities, other than Norica, Opansa and Rainbee, do not hold any shares of the Company.
Subero further notified that its controlled entities, other than Norica, Opansa and Rainbee, do not hold any shares of the Company.
Acron further notified that its controlled entities, other than Norica, Opansa and Rainbee,, do not hold any shares of the Company.
TrustService further notified that its controlled entities, other than Norica, Opansa and Rainbee,, do not hold any shares of the Company.
Norica further notified that its controlled entities, other than Opansa and Rainbee, do not hold any shares of the Company.
Additionally, Mr. Kantor, Subero, Norica, Acron and TrustService informed the Company that with respect of each of them there are no such persons or entities as those referred to in Art. 87.1.3.c of the Public Offering Act.
In the following 12 months Mr. Kantor, Subero, Norica, Rainbee, Acron and TrustService, may from time to time, directly or indirectly, acquire, in order to increase their share in the total number of votes and shares in the Company, or dispose, in order to decrease their share in the total number of votes and shares in the Company, shares of 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 2013, item 1382).
The Management Board of Grupa Azoty S.A. (the "Company") announces that on April 24th 2015 it received a notification from Opansa Enterprises Limited of Nicosia, Cyprus (the “Notifying Party”), prepared pursuant to Art. 69.1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (the "Public Offering Act").
In the notification, the Company was informed that on 23 April 2015 as a result of an in-kind contribution to cover an increase in the share capital of the Notifying Party made by the sole shareholder of the Notifying Party, i.e. Norica Holding S.à r.l. of Luxembourg (“Norica”), which holds 100% of the share capital of the Notifying Party, in the form of shares of Grupa Azoty S.A. (the “Transaction”), the Notifying Party acquired 9,450,000 shares of the Company, representing approximately 9.527% of the total number of shares of the Company, which entitled to exercise 9,450,000 votes at the Company’s General Meeting, constituting approximately 9.527% of total number of votes at the Company’s General Meeting and, as a result of the Transaction, the Notifying Party has crossed the threshold of 5% of total amount of votes at the Company’s General Meeting.
Prior to the Transaction, the Notifying Party did not hold, directly or indirectly, any shares of the Company.
After the Transaction, the Notifying Party directly holds 9,450,000 shares of the Company, representing approximately 9.527% of the total number of shares of the Company, which entitle to exercise 9,450,000 votes at the Company’s General Meeting, constituting approximately 9.527% of total number of votes at the Company’s General Meeting.
The Notifying Party informed the Company that its controlled entities do not hold any shares of the Company.
Further, the Notifying Party informed the Company that there are no persons such as those referred to in Art. 87.1.3.c of the Public Offering Act.
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 2013, item 1382).
The Management Board of Grupa Azoty S.A. (the "Company") announces that in connection with the Revolving Credit Facility Agreement of April 23rd 2015, the execution of which was announced by the Company in Current Report No. 25/2015 of April 23rd 2015, a Revolving Credit Facility Surety Agreement was signed between Powszechna Kasa Oszczędności Bank Polski S.A. of Warsaw as the facility agent, the Company, and the following Company subsidiaries as surety providers: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and Grupa Azoty Zakłady Chemiczne Police S.A.
The surety was provided for the benefit of the facility agent, who also represents the other lenders (Bank Gospodarstwa Krajowego, Bank Zachodni WBK S.A. and ING Bank Śląski S.A.), as security for the Revolving Credit Facility Agreement with the total value of PLN 1,500,000,000 (one billion, five hundred million złoty).
The amount of surety given by each of the surety providers was set at the maximum of PLN 600,000,000 (six hundred million złoty), i.e. PLN 1,800,000,000 PLN (one billion, eight hundred million złoty) in total. The surety providers' liability under the surety agreement is several but not joint.
The surety expires on the expiry of the security term, which ends upon repayment of debt under the Revolving Credit Facility Agreement, made for five years from its execution date.
Moreover, in connection with Annex 11 of April 23rd 2015 to the Overdraft Facility Agreement between Powszechna Kasa Oszczędności Bank Polski S.A. of Warsaw as the facility agent, the Company, and the Company subsidiaries, the following subsidiaries of the Company: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and Grupa Azoty Zakłady Chemiczne Police S.A., provided a surety for the benefit of the bank as security for liabilities under the PLN 302,000,000 (three hundred and two million złoty) Overdraft Facility Agreement, to replace previous security created over the Company's and its subsidiaries' assets, which is to be released.
The amount of surety given by each of the surety providers was set at the maximum of PLN 120,800,000 (one hundred and twenty million, eight hundred thousand złoty), i.e. PLN 362,400,000 (three hundred and sixty two million, four hundred thousand złoty) in total. The surety providers' liability under the surety agreement is several but not joint.
The surety expires on the expiry of the security term, which ends upon repayment of debt under the Overdraft Facility Agreement, in force until September 30th 2016.
In addition, in connection with the Multi-Purpose Credit Facility Agreement of April 23rd 2015, announced by the Company in Current Report No. 26/2015 of April 23rd 2015, made between Powszechna Kasa Oszczędności Bank Polski S.A. of Warsaw as the facility agent, the Company, and the following Company subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and Grupa Azoty Zakłady Chemiczne Police S.A., which consolidated previous four overdraft credit facility agreements to which the subsidiaries were parties, a surety was provided by the subsidiaries for the benefit of the bank as security for liabilities under the consolidated PLN 237,000,000 (two hundred and thirty seven million) Multi-Purpose Credit Facility Agreement, to replace previous security created over the Company's and its subsidiaries' assets, which is to be released.
The amount of surety given by each of the surety providers was set at the maximum of PLN 94,800,000 (ninety four million, eight hundred thousand złoty), i.e. PLN 284,400,000 (two hundred and eighty four million, four hundred thousand złoty) in total. The surety providers' liability under the surety agreement is several but not joint.
The surety agreement expires on the expiry of the security term, which ends upon repayment of debt under the Multi-Purpose Credit Facility Agreement, in force until September 30th 2016.
All the sureties described above were provided on arm's length basis for appropriate compensation. No other financial terms were defined.
The total value of the sureties exceeds 10% of the Company's equity.
Legal basis: Par. 5.1.7 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. Dz.U. of 2014, item 133).
Further to Current Report No. 25/2015 of April 23rd 2015, the Management Board of Grupa Azoty S.A. (the "Company", the "Borrower") announces that on April 23rd 2015 the Company together with other Group companies (the "Borrowers", "Key Companies") executed a PLN 237,000,000 multi-purpose credit facility agreement ("MPCF Agreement") with Powszechna Kasa Oszczędności Bank Polski S.A. (the "Bank").
Following the execution of the revolving credit facility agreement, announced by the Company in Current Report No. 25/2015 of April 23rd 2015, changes were made to the existing multi-purpose credit facility agreements whereby the multi-purpose credit facility agreements of Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. were technically merged and consolidated into a single agreement under which the Bank continues to act as the lender, and the Company and the aforementioned subsidiaries continue to act as the borrowers.
Under the MPCF Agreement, the Bank granted each Borrower a working capital revolving facility in an unchanged amount to finance the payment of obligations related to their business activities and payments under opened letters of credit and bank guarantees issued by the Bank.
The facility was granted by the Bank for a period from the Agreement date until September 30th 2016 (no change relative to the multi-purpose credit facility agreements that were consolidated) and is available to the individual Borrowers in the form of sub-limits defined by the Company. As at the date of the annex to the MPCF Agreement, the sub-limits were set as follows: for Grupa Azoty S.A. − up to PLN 25,000,000; for Grupa Azoty Zakłady Chemiczne Police S.A. − up to PLN 82,000,000; for Grupa Azoty Zakłady Azotowe Puławy S.A. − up to PLN 30,000,000; for Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. − up to PLN 100,000,000; sub-limit amounts will be each time defined in an allocation instruction submitted by the Company to the Bank. At the Company's request, the allocation of sub-limits between the individual Borrowers may be changed throughout the entire lending period, with the proviso that the aggregate amount of all sub-limits used at the time by the Company and the Key Companies may not exceed the total facility amount.
The Bank's claims under the MPCF Agreement are secured with sureties provided by each Key Company in respect of the Company's liabilities arising under the MPCF Agreement and covered by the surety agreement. The total amount of the sureties will not exceed 120% of the total facility amount (at any time during the facility term, regardless of whether new entities join the surety agreement). Each Key Company will have a one-third share in the total surety amount referred to above.
Furthermore, the existing security over the Borrowers' assets are released upon issue of the sureties.
The Company is liable to repay all amounts due under the MPCF Agreement, and each of the other Borrowers (the Company's subsidiaries) is liable to repay the amounts due under the facility which are drawn under the sub-limit made available to it.
The Facility Agreement also includes provisions which impose certain restrictions on the Company and surety providers, concerning for instance making dispositions with respect to their material assets or encumbering such assets, provision of loans and guarantees, payment of dividends and incurring financial liabilities, above certain consolidated net debt to EBITDA ratio values agreed with the lenders, which have been made consistent with the provisions of the revolving credit facility agreement of April 23rd 2015 (see Current Report No. 25/2015).
The annual interest rate is the reference rate plus the Bank's margin.
The other terms of the MPCF Agreement do not differ from standard terms used in agreements of such type. Further to Current Report No. 16/2011 of March 30th 2011, Current Report No. 109/2011 of December 7th 2011, and Current Report No. 113/2013 of August 20th 2013, the Management Board of the Company also announces that on April 23rd 2015 the Company and its subsidiaries executed with the Bank an annex to the PLN 302,000,000 overdraft facility agreement of October 1st 2010 ("Overdraft Agreement").
The Overdraft Agreement is connected with a notional cash pooling structure which enables additional optimisation of interest income and expense based on current account credit and debit balances occurring simultaneously in connection with financing of Grupa Azoty Group companies.
The facility was granted by the Bank for a period from the agreement date until September 30th 2016 (no change relative to the original facility term) and is available to the individual borrowers in the form of sub-limits defined by the Company. As at the date of the Overdraft Agreement, the sub-limits were defined as follows: for Grupa Azoty S.A. − up to PLN 152,900,000; for Grupa Azoty Zakłady Chemiczne Police S.A. − up to PLN 88,700,000; for Grupa Azoty Zakłady Azotowe Puławy S.A. − up to PLN 10,000,000; for Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. − up to PLN 21,700,000; jointly for other subsidiaries − up to PLN 28,700,000. Sub-limit amounts were each time defined in an allocation instruction submitted by the Company to the Bank. At the Company's request, the allocation of sub-limits between the individual Borrowers may be changed throughout the entire facility term, with the proviso that the aggregate amount of all sub-limits used at the time by the Company and the Key Companies may not exceed the total facility amount.
Under an annex to the Overdraft Agreement, the following new Grupa Azoty Group companies were included as borrowers in the Overdraft Agreement: PROZAP Sp. z o.o., Gdańskie Zakłady Nawozów Fosforowych FOSFORY Sp. z o.o., AGROCHEM PUŁAWY Sp. z o.o. , AGROCHEM Sp. z o.o., Zakłady Azotowe CHORZÓW S.A., and Unibaltic Agro Sp. z o.o.
The Bank's claims under the Overdraft Agreement are secured with sureties provided by each Key Company in respect of the Company's liabilities arising under the Overdraft Agreement and covered by the surety agreement. The total amount of the sureties will not exceed 120% of the facility amount (at any time during the lending period, regardless of whether new entities join the surety agreement). Each Key Company will have a one-third share in the total surety amount referred to above.
Furthermore, the existing security over the Borrowers' assets are released upon issue of the sureties.
The Company is liable to repay all amounts due under the Overdraft Agreement, and each of the Key Companies is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to it.
The Overdraft Agreement also includes provisions which impose certain restrictions on the Company and surety providers, concerning for instance making dispositions with respect to their material assets or encumbering such assets, provision of loans and guarantees, payment of dividends and incurring financial liabilities, above certain consolidated net debt to EBITDA ratio values agreed with the lenders, which have been made consistent with the provisions of the revolving credit facility agreement of April 23rd 2015 (see Current Report No. 25/2015).The annual interest rate is the reference rate plus the Bank's margin.
The other terms of the Overdraft Agreement do not differ from standard terms used in agreements of such type.
Legal basis: Art. 56.1.1 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 2013, item 1382).
The Management Board of Grupa Azoty S.A. (the "Company", the "Borrower") announces that on April 23rd 2015 a Revolving Credit Facility Agreement (the "Facility", the "Agreement") was made between the Company and Powszechna Kasa Oszczędności Bank Polski S.A. ("PKO BP S.A."), Bank Gospodarstwa Krajowego ("BGK"), Bank Zachodni WBK S.A. ("BZ WBK S.A.") and ING Bank Śląski S.A. ("ING BSK S.A."), jointly referred to as the "Lenders", for a total amount of PLN 1,500,000,000.
The Agreement was made between the Company, PKO BP S.A. as the Facility Agent, Security Agent and Original Lender, and BGK, BZ WBK S.A. and ING BSK S.A. as Arrangers and Original Lenders.
Any amounts drawn under the Facility will be used to finance general corporate needs of the Company and the Key Companies of its Group, including Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. (the "Key Companies"), as well as to refinance a portion of the existing debt, and to indirectly refinance a portion of the existing debt of the Key Companies (through the Borrower lending the Facility funds to the Key Companies).
The Lenders' claims under the Agreement will be secured with sureties provided by each of the Key Companies up to an amount equal to 1/3 (one third) of 120% of the Facility amount, in respect of the Borrower's liabilities arising under the Agreement and covered by the surety agreement, the Borrower's declarations of voluntary submission to enforcement under the Agreement up to an amount equal to 120% of each Lender's commitment; a declaration of voluntary submission to enforcement made by each of the Key Companies under the sureties provided by them, up to an amount equal to 100% of each surety amount, and powers of attorney over the Borrower's bank accounts granted to the Security Agent, authorising the Security Agent to withdraw funds from those accounts to repay the Borrower's liabilities under the Agreement as they fall due.
The Facility bears interest at an annual rate equal to the sum of a reference rate and a relevant margin.
The Borrower agreed to repay all amounts due under the Agreement on the final repayment date, which falls five years after the Agreement execution date.
The Facility Agreement also includes provisions which impose certain restrictions on the Company and on the Key Companies as surety providers, for instance restrictions on making dispositions with respect to their material assets or encumbering such assets, provision of loans and guarantees, payment of dividends and incurring financial liabilities, above the consolidated net debt to EBITDA ratio values agreed with the Lenders.
The Agreement meets the significant agreement criteria because its value exceeds 10% of the Grupa Azoty Group’s total revenue for the last four financial quarters.
The Revolving Credit Facility Agreement is part of a long-term financing package for an aggregate amount of PLN 2.2bn, intended for financing Grupa Azoty Group's general corporate needs, including the Strategy and the Investment Programme. The Group is currently finalising negotiations of credit facility documentation with the European Investment Bank for a PLN 550m term facility and with the European Bank for Reconstruction and Development for a PLN 150m facility. Material terms and conditions of the facilities, repayable in 10 years, are to be harmonised with those of the Revolving Credit Facility Agreement.
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on April 13th 2015, of 520 Company shares for an average price of PLN 83.93 per share, • sale, on April 13th 2015, of 720 Company shares for an average price of PLN 84.32 per share,• purchase, on April 14th 2015, of 720 Company shares for an average price of PLN 86.87 per share, • sale, on April 14th 2015, of 720 Company shares for an average price of PLN 86.93 per share,• purchase, on April 16th 2015, of 140 Company shares for an average price of PLN 87.00 per share, • sale, on April 16th 2015, of 135 Company shares for an average price of PLN 87.20 per share,• purchase, on April 17th 2015, of 251 Company shares for an average price of PLN 86.38 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated April 20th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
Further to Current Report No. 21/2015 of April 8th 2015, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 16th 2015 the Company's Supervisory Board approved the proposal made by the Company's Management Board to the Annual General Meeting to allocate the entire 2014 net profit of PLN 214,633,409.39 (two hundred and fourteen million, six hundred and thirty-three thousand, four hundred and nine złoty, 39/100) to the Company's statutory reserve funds.
The final decision on profit distribution will be made by the Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on April 7th 2015, of 140 Company shares for an average price of PLN 80.00 per share, • purchase, on April 8th 2015, of 300 Company shares for an average price of PLN 81.95 per share, • sale, on April 8th 2015, of 467 Company shares for an average price of PLN 81.73 per share, • purchase, on April 10th 2015, of 2118 Company shares for an average price of PLN 85.68 per share, • sale, on April 10th 2015, of 1918 Company shares for an average price of PLN 85.71 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated April 13th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) hereby announces that on April 8th 2015 it passed a resolution to recommend to the Annual General Meeting that the entire net profit for 2014, in the amount of PLN 214,633,409.39, be contributed to the Company’s statutory reserve funds.
While the dividend policy provides for dividend payment to the shareholders, the Company’s Management Board recommends that the entire net profit for 2014 should be retained at the Company and applied to finance and co-finance projects described in the Company’s Strategy for 2014−2020.
In the Management Board’s opinion, the allocation of the entire 2014 net profit to statutory reserve funds is fully justified and will support the Company’s dynamic development and further efficient growth of shareholder value.
Pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board is now to submit the recommendation to the Supervisory Board to obtain its opinion. The final decision on the profit distribution will be made by the Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on April 1st 2015, of 205 Company shares for an average price of PLN 79.62 per share, • sale, on April 1st 2015, of 205 Company shares for an average price of PLN 79.30 per share,• purchase, on April 2nd 2015, of 157 Company shares for an average price of PLN 79.98 per share, • sale, on April 2nd 2015, of 130 Company shares for an average price of PLN 80.10 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated April 7th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on March 23th 2015, of 320 Company shares for an average price of PLN 79.01 per share, • sale, on March 23th 2015, of 200 Company shares for an average price of PLN 79.19 per share,• purchase, on March 24th 2015, of 200 Company shares for an average price of PLN 78.80 per share, • sale, on March 24th 2015, of 200 Company shares for an average price of PLN 78.80 per share,• purchase, on March 26th 2015, of 200 Company shares for an average price of PLN 79.63 per share, • sale, on March 26th 2015, of 320 Company shares for an average price of PLN 79.96 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated March 30th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") announces that it has received a notification, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of a transaction in Company financial instruments, executed by a person closely related to a member of the Company's Supervisory Board.
According to the notification, on March 20th 2015 a person closely related to a member of the Company's Supervisory Board sold 13,000 Company shares, during regular trading on the regulated market of the Warsaw Stock Exchange, at the average price of PLN 77.09 per share.
The notification was dated March 25th 2015.
The notifying person has not consented to the publication of the data specified in Par. 2.1.1 of the Minister of Finance’s Regulation on the disclosure of information on some transactions in financial instruments and on the rules for drawing up and maintaining a list of persons having access to inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz.U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") announces that it has received a notification, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of a transaction in Company financial instruments, executed by a person closely related to a member of the Company's Supervisory Board.
According to the notification, on March 20th 2015 a person closely related to a member of the Company's Supervisory Board sold 70,000 Company shares, during regular trading on the regulated market of the Warsaw Stock Exchange, at the average price of PLN 77.09 per share.
The notification was dated March 25th 2015.
The notifying person has not consented to the publication of the data specified in Par. 2.1.1 of the Minister of Finance’s Regulation on the disclosure of information on some transactions in financial instruments and on the rules for drawing up and maintaining a list of persons having access to inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz.U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") announces that it has received a notification, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of a transaction in Company financial instruments, executed by a person closely related to a member of the Company's Supervisory Board.
According to the notification, on March 20th 2015 a person closely related to a member of the Company's Supervisory Board sold 7,000 Company shares, during regular trading on the regulated market of the Warsaw Stock Exchange, at the average price of PLN 77.09 per share.
The notification was dated March 25th 2015.
The notifying person has not consented to the publication of the data specified in Par. 2.1.1 of the Minister of Finance’s Regulation on the disclosure of information on some transactions in financial instruments and on the rules for drawing up and maintaining a list of persons having access to inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz.U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on March 16th 2015, of 200 Company shares for an average price of PLN 78.00 per share, • sale, on March 16th 2015, of 200 Company shares for an average price of PLN 78.50 per share,• purchase, on March 17th 2015, of 3750 Company shares for an average price of PLN 79.47 per share, • sale, on March 17th 2015, of 3357 Company shares for an average price of PLN 79.43 per share,• purchase, on March 18th 2015, of 1740 Company shares for an average price of PLN 77.96 per share, • sale, on March 18th 2015, of 1533 Company shares for an average price of PLN 78.06 per share,• purchase, on March 19th 2015, of 1100 Company shares for an average price of PLN 77.98 per share, • sale, on March 19th 2015, of 1700 Company shares for an average price of PLN 78.21 per share,• purchase, on March 20th 2015, of 2577 Company shares for an average price of PLN 77.55 per share, • sale, on March 20th 2015, of 2577 Company shares for an average price of PLN 77.70 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated March 23th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on March 9th 2015, of 200 Company shares for an average price of PLN 80.00 per share, • sale, on March 9th 2015, of 200 Company shares for an average price of PLN 80.39 per share,• purchase, on March 10th 2015, of 1020 Company shares for an average price of PLN 80.11 per share, • sale, on March 10th 2015, of 848 Company shares for an average price of PLN 80.27 per share,• purchase, on March 11th 2015, of 3560 Company shares for an average price of PLN 79.86 per share, • sale, on March 11th 2015, of 3336 Company shares for an average price of PLN 80.02 per share,• purchase, on March 12th 2015, of 120 Company shares for an average price of PLN 79.59 per share, • purchase, on March 13th 2015, of 3084 Company shares for an average price of PLN 78.86 per share, • sale, on March 13th 2015, of 3602 Company shares for an average price of PLN 79.02 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated March 16th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on March 2nd 2015, of 111 Company shares for an average price of PLN 77.33 per share, • sale, on March 2nd 2015, of 111 Company shares for an average price of PLN 77.34 per share,• purchase, on March 3th 2015, of 150 Company shares for an average price of PLN 77.00 per share, • sale, on March 3th 2015, of 150 Company shares for an average price of PLN 77.55 per share,• purchase, on March 4th 2015, of 2 Company shares for an average price of PLN 76.18 per share, • purchase, on March 5th 2015, of 1663 Company shares for an average price of PLN 81.32 per share, • sale, on March 5th 2015, of 1663 Company shares for an average price of PLN 81.57 per share,• purchase, on March 6th 2015, of 940 Company shares for an average price of PLN 80.68 per share, • sale, on March 6th 2015, of 940 Company shares for an average price of PLN 81.02 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated March 9th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on February 26th 2015, of 1120 Company shares for an average price of PLN 76.03 per share, • sale, on February 26th 2015, of 1120 Company shares for an average price of PLN 76.05 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated March 2nd 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on February 26th 2015 the Company’s Supervisory Board passed a resolution to appoint Mr Artur Kopeć as Member of the Company’s Management Board. The Supervisory Board validated the election held on January 27th 2015 to February 11th 2015 and February 13th–23rd 2015 to elect an employee representative to the Company's Management Board, and confirmed the election of Mr Artur Kopeć as Member of the Company’s Management Board of the 10th term of office.
Artur Kopeć 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 another type of partnership, nor a member of the governing body of any corporation or of any other competing legal person. The new member is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
Mr Artur Kopeć was a Member of the Company’s Management Board of the 9th term of office from February 17th 2012 to February 20th 2015.
The curriculum vitae of the new member, providing information about his education, is attached to this report.Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on February 16th 2015, of 120 Company shares for an average price of PLN 71.46 per share, • sale, on February 16th 2015, of 120 Company shares for an average price of PLN 71.90 per share,• purchase, on February 17th 2015, of 900 Company shares for an average price of PLN 71.76 per share, • sale, on February 17th 2015, of 900 Company shares for an average price of PLN 71.80 per share,• purchase, on February 18th 2015, of 200 Company shares for an average price of PLN 71.31 per share, • purchase, on February 19th 2015, of 256 Company shares for an average price of PLN 71.79 per share, • sale, on February 19th 2015, of 256 Company shares for an average price of PLN 71.83 per share,• purchase, on February 20th 2015, of 200 Company shares for an average price of PLN 73.00 per share, • sale, on February 20th 2015, of 400 Company shares for an average price of PLN 72.50 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated February 23th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on February 9th 2015, of 200 Company shares for an average price of PLN 71.60 per share, • sale, on February 9th 2015, of 200 Company shares for an average price of PLN 72.09 per share,• purchase, on February 10th 2015, of 365 Company shares for an average price of PLN 71.47 per share, • sale, on February 10th 2015, of 765 Company shares for an average price of PLN 71.76 per share,• purchase, on February 11th 2015, of 400 Company shares for an average price of PLN 70.74 per share, • sale, on February 12th 2015, of 400 Company shares for an average price of PLN 69.95 per share,• purchase, on February 13th 2015, of 441 Company shares for an average price of PLN 71.35 per share, • sale, on February 13th 2015, of 441 Company shares for an average price of PLN 71.53 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated February 16th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on February 2nd 2015, of 200 Company shares for an average price of PLN 70.80 per share, • sale, on February 2nd 2015, of 239 Company shares for an average price of PLN 70.91 per share,• purchase, on February 4th 2015, of 120 Company shares for an average price of PLN 70.33 per share, • sale, on February 4th 2015, of 120 Company shares for an average price of PLN 70.86 per share,• purchase, on February 5th 2015, of 1262 Company shares for an average price of PLN 71.24 per share, • sale, on February 5th 2015, of 1283 Company shares for an average price of PLN 71.46 per share,• purchase, on February 6th 2015, of 2487 Company shares for an average price of PLN 72.08 per share, • sale, on February 6th 2015, of 2087 Company shares for an average price of PLN 72.03 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated February 9th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 26th 2015, of 150 Company shares for an average price of PLN 70.30 per share, • sale, on January 26th 2015, of 150 Company shares for an average price of PLN 70.40 per share,• purchase, on January 27th 2015, of 150 Company shares for an average price of PLN 70.80 per share, • sale, on January 27th 2015, of 150 Company shares for an average price of PLN 71.88 per share,• purchase, on January 28th 2015, of 150 Company shares for an average price of PLN 71.00 per share, • sale, on January 28th 2015, of 150 Company shares for an average price of PLN 71.35 per share,• purchase, on January 29th 2015, of 465 Company shares for an average price of PLN 70.68 per share, • sale, on January 29th 2015, of 425 Company shares for an average price of PLN 70.29 per share,• purchase, on January 30th 2015, of 820 Company shares for an average price of PLN 70.02 per share, • sale, on January 30th 2015, of 800 Company shares for an average price of PLN 70.25 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated February 2nd 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 19th 2015, of 800 Company shares for an average price of PLN 66.49 per share, • sale, on January 19th 2015, of 800 Company shares for an average price of PLN 66.40 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 26th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 12th 2015, of 152 Company shares for an average price of PLN 69.50 per share, • sale, on January 12th 2015, of 152 Company shares for an average price of PLN 69.62 per share,• purchase, on January 13th 2015, of 300 Company shares for an average price of PLN 70.30 per share, • sale, on January 13th 2015, of 300 Company shares for an average price of PLN 70.35 per share,• purchase, on January 14th 2015, of 300 Company shares for an average price of PLN 69.44 per share, • sale, on January 14th 2015, of 30 Company shares for an average price of PLN 70.17 per share,• purchase, on January 15th 2015, of 200 Company shares for an average price of PLN 69.22 per share, • sale, on January 15th 2015, of 471 Company shares for an average price of PLN 69.56 per share,• purchase, on January 16th 2015, of 865 Company shares for an average price of PLN 67.68 per share, • sale, on January 16th 2015, of 865 Company shares for an average price of PLN 68.04 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 19th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (“Company”) will announce its 2014 full year results and 2015 interim results as per the following schedule:
1. First and third quarter interim results:- Q1 2015 extended consolidated report – May 13th 2015- Q3 2015 extended consolidated report – November 12th 20152. Half year interim results:- H1 2015 extended consolidated report – August 26th 20153. Full year results: - 2014 separate full year report – March 16th 2015- 2014 consolidated full year report – March 16th 2015
Furthermore, the Company's Management Board announces that no separate (non-consolidated) quarter results will be published by the Company, as permitted under Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133) (the “Regulation”). The consolidated quarter reports will incorporate separate (non-consolidated) quarter condensed consolidated financial statements and quarterly financial information.
Further, the Company will not publish separate and consolidated quarter results for Q2 2015, as permitted under Par. 101.2 of the Regulation.
As the publication date of the 2014 separate full year report and the 2014 consolidated full year report falls on March 16th 2015 (that is within 80 days from the end of the financial year), the Company will not publish quarter results for Q4 2014, as permitted under Par. 102.1 of the Regulation.
Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 83.3 of the Regulation.
Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 5th 2015, of 1115 Company shares for an average price of PLN 63.40 per share, • sale, on January 5th 2015, of 500 Company shares for an average price of PLN 64.60 per share,• purchase, on January 7th 2015, of 1 Company share for an average price of PLN 62.50 per share, • sale, on January 7th 2015, of 615 Company shares for an average price of PLN 62.69 per share,• purchase, on January 8th 2015, of 200 Company shares for an average price of PLN 66.06 per share, • sale, on January 8th 2015, of 200 Company shares for an average price of PLN 67.36 per share,• purchase, on January 9th 2015, of 1 Company share for an average price of PLN 67.58 per share, • sale, on January 9th 2015, of 1 Company share for an average price of PLN 69.89 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 12th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
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. 24.1 and Art. 33.1.1. of the Company’s Articles of Association, at its meeting held on January 9th 2015, passed resolutions appointing the following persons as members of Grupa Azoty S.A.’s Management Board for the new 10th term of office:
Mr Paweł Jarczewski – President of the Management Board,Mr Krzysztof Jałosiński – Vice-President of the Management Board,Mr Marek Kapłucha – Vice-President of the Management Board,Mr Marian Rybak – Vice-President of the Management Board,Mr Andrzej Skolmowski – Vice-President of the Management Board,Mr Witold Szczypiński – Vice-President of the Management Board.
The effective date of the Supervisory Board resolutions is February 20th 2015.
The persons appointed to the Management Board are not engaged in any activities competing with the Company’s business, nor are they partners in any competing partnership under civil law or another type of partnership, nor members of the governing bodies of any corporation or of any other competing legal person.
The persons appointed to the Management Board are not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
Mr Paweł Jarczewski has served as President of the Company’s Management Board since May 6th 2013.Mr Krzysztof Jałosiński has served as Vice-President of the Company’s Management Board since October 20th 2011.Mr Marek Kapłucha has served as Vice-President of the Company’s Management Board since July 4th 2013.Mr Marian Rybak has served as Vice-President of the Company’s Management Board since July 4th 2013. Mr Andrzej Skolmowski has served as Vice-President of the Company’s Management Board since March 26th 2009.Mr Witold Szczypiński served as Vice-President of the Company’s Management Board from March 14th 2008 to June 14th 2011 and has held the position since October 20th 2011 until the present day (from June 14th 2011 to October 20th 2011, Witold Szczypiński served as a Management Board Member).
Information on education, qualifications, previously held positions and professional experience of the newly appointed Management Board Members is attached to this report.Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 29th 2014, of 180 Company shares for an average price of PLN 62.00 per share, • purchase, on December 30th 2014, of 350 Company shares for an average price of PLN 62.58 per share, • sale, on December 30th 2014, of 730 Company shares for an average price of PLN 63.36 per share,• purchase, on January 2nd 2015, of 600 Company shares for an average price of PLN 62.41 per share, • sale, on January 2nd 2015, of 600 Company shares for an average price of PLN 62.39 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 5th 2015.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 22nd 2014, of 405 Company shares for an average price of PLN 63.75 per share, • sale, on December 22nd 2014, of 405 Company shares for an average price of PLN 63.73 per share,• purchase, on December 23rd 2014, of 380 Company shares for an average price of PLN 63.39 per share, • sale, on December 23rd 2014, of 380 Company shares for an average price of PLN 63.65 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 29th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 15th 2014, of 180 Company shares for an average price of PLN 61.00 per share, • sale, on December 15th 2014, of 659 Company shares for an average price of PLN 61.53 per share,• purchase, on December 16th 2014, of 545 Company shares for an average price of PLN 59.19 per share, • sale, on December 16th 2014, of 326 Company shares for an average price of PLN 59.99 per share,• sale, on December 17th 2014, of 625 Company shares for an average price of PLN 60.61 per share,• purchase, on December 18th 2014, of 26 Company shares for an average price of PLN 63.30 per share, • sale, on December 18th 2014, of 26 Company shares for an average price of PLN 63.30 per share,• purchase, on December 19th 2014, of 200 Company shares for an average price of PLN 63.50 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 22nd 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
The Management Board of Grupa Azoty S.A. (the “Company”) reports on the expected effect of a one-off non-monetary event on the separate and consolidated financial statements of the Company’s subsidiary, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., as well as on the consolidated financial statements of Grupa Azoty S.A. for 2014.
On December 18th 2014, the Management Board of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. passed a resolution approving the recognition of an impairment loss of PLN 40m as at December 31st 2014. The impairment loss concerned property, plant and equipment comprising the phthalic anhydride unit at the Oxoplast Business Unit, and was recognised in relation to the permanent decommissioning of the unit.
The effect of the impairment recognition on the consolidated performance of Grupa Azoty S.A. is as follows: a) effect on EBIT: PLN 40mb) effect on net profit: PLN 32m.
Legal basis: Art. 56.1.1 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 2013, item 1382).
The Management Board of Grupa Azoty S.A. (“the Company”) reports that the aggregate value of transactions concluded by the Grupa Azoty Group with the PGNiG Group in the period from December 31st 2013 to the date of this report has reached PLN 1,425 m net.
Having exceeded 10% of the Grupa Azoty Group's total revenue in the last four financial quarters, the aggregate value of the transactions meets the criteria of significant agreement.
An agreement of the highest net value is annex “Monthly volume of gas fuel supplies in contractual year and provision of contractual capacity”, executed between the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. and PGNiG S.A. on December 17th 2014; the annex extends a high-methane natural gas supply agreement executed on January 14th 1999 for an indefinite period.
The annex specifies contractual capacity and gas fuel volumes contracted for 2015, and is valued at PLN 894m net (see Grupa Azoty Zakłady Azotowe Puławy's Current Report No. 28/2014 of December 17th 2014).
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 9th 2014, of 380 Company shares for an average price of PLN 66.45 per share, • sale, on December 9th 2014, of 380 Company shares for an average price of PLN 66.58 per share,• purchase, on December 10th 2014, of 797 Company shares for an average price of PLN 65.58 per share, • sale, on December 10th 2014, of 306 Company shares for an average price of PLN 67.05 per share,• purchase, on December 11th 2014, of 1100 Company shares for an average price of PLN 62.47 per share, • sale, on December 11th 2014, of 956 Company shares for an average price of PLN 62.74 per share,• purchase, on December 12th 2014, of 500 Company shares for an average price of PLN 60.81 per share, • sale, on December 12th 2014, of 250 Company shares for an average price of PLN 61.42 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 15th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 1st 2014, of 225 Company shares for an average price of PLN 63.91 per share, • sale, on December 1st 2014, of 205 Company shares for an average price of PLN 63.60 per share,• purchase, on December 3rd 2014, of 1725 Company shares for an average price of PLN 69.12 per share, • sale, on December 3rd 2014, of 1613 Company shares for an average price of PLN 69.43 per share,• purchase, on December 4th 2014, of 300 Company shares for an average price of PLN 66.79 per share, • sale, on December 4th 2014, of 259 Company shares for an average price of PLN 67.47 per share,• purchase, on December 5th 2014, of 205 Company shares for an average price of PLN 67.02 per share, • sale, on December 5th 2014, of 385 Company shares for an average price of PLN 67.43 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 8th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 24th 2014, of 14 Company shares for an average price of PLN 60.10 per share,• purchase, on November 26th 2014, of 491 Company shares for an average price of PLN 61.16 per share, • sale, on November 26th 2014, of 498 Company shares for an average price of PLN 61.50 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 1st 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• sale, on November 17th 2014, of 133 Company shares for an average price of PLN 59.44 per share,• purchase, on November 18th 2014, of 17 Company shares for an average price of PLN 58.72 per share,• sale, on November 18th 2014, of 17 Company shares for an average price of PLN 59.28 per share,• purchase, on November 19th 2014, of 200 Company shares for an average price of PLN 59.98 per share,• sale, on November 19th 2014, of 200 Company shares for an average price of PLN 59.98 per share,• purchase, on November 20th 2014, of 271 Company shares for an average price of PLN 59.23 per share,• sale, on November 20th 2014, of 150 Company shares for an average price of PLN 59.23 per share,• purchase, on November 21th 2014, of 794 Company shares for an average price of PLN 60.46 per share,• sale, on November 21th 2014, of 915 Company shares for an average price of PLN 60.08 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 24th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 12th 2014, of 850 Company shares for an average price of PLN 59.08 per share,• sale, on November 12th 2014, of 717 Company shares for an average price of PLN 59.30 per share,• purchase, on November 13th 2014, of 150 Company shares for an average price of PLN 59.13 per share,• sale, on November 13th 2014, of 150 Company shares for an average price of PLN 58.79 per share,• purchase, on November 14th 2014, of 300 Company shares for an average price of PLN 58.39 per share,• sale, on November 14th 2014, of 300 Company shares for an average price of PLN 58.69 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 17th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 3rd 2014, of 150 Company shares for an average price of PLN 61.55 per share,• sale, on November 3rd 2014, of 150 Company shares for an average price of PLN 61.62 per share,• purchase, on November 4th 2014, of 1250 Company shares for an average price of PLN 61.27 per share,• sale, on November 4th 2014, of 650 Company shares for an average price of PLN 61.63 per share,• purchase, on November 5th 2014, of 400 Company shares for an average price of PLN 58.78 per share,• purchase, on November 6th 2014, of 539 Company shares for an average price of PLN 58.42 per share,• sale, on November 6th 2014, of 1539 Company shares for an average price of PLN 59.22 per share,• purchase, on November 7th 2014, of 350 Company shares for an average price of PLN 59.09 per share,• sale, on November 7th 2014, of 350 Company shares for an average price of PLN 59.60 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 10th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 6th 2014 the Company's Supervisory Board, acting pursuant to Art. 33.1.10 of the Company's Articles of Association and in accordance with applicable laws and relevant professional standards, appointed a qualified auditor to review and audit separate financial statements of the Company and consolidated financial statements of the Grupa Azoty Group for the financial years 2015 and 2016.
The auditor appointed to perform the review and audit work as specified above is KPMG Audyt Sp. z o.o., with its registered office at ul. Chłodna 51, Warsaw, Poland. KPMG Audyt Sp. z o.o. is entered in the list of qualified auditors of financial statements under Reg. No. 458.
In 2008, KPMG Audyt Sp. z o.o. performed a review of the interim condensed separate and consolidated financial statements for the period January 1st–June 30th 2008, and in 2001 it prepared documents of related-party transactions for the Company.
Furthermore, KPMG Audyt Sp. z o.o.:- reviewed half-year financial statements of the Company and half-year consolidated financial statements of its Group for the financial years 2012, 2013 and 2014,- audited full-year separate financial statements of the Company and full-year consolidated financial statements of its Group for the financial years 2012 and 2013.
Under the existing contract, KPMG Audyt Sp. z o.o. will also audit full-year separate financial statements of the Company and full-year consolidated financial statements of its Group for 2014.
The Supervisory Board has authorised the Company's Management Board to execute an annex − covering the next two financial years, i.e. 2015 and 2016 – to the existing contract with KPMG Audyt Sp. z o.o. for auditing and reviewing separate financial statements of the Company and consolidated financial statements of its Group.
Legal basis: Par. 5.1.19 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 27th 2014, of 4 Company shares for an average price of PLN 58.50 per share,• purchase, on October 28th 2014, of 300 Company shares for an average price of PLN 58.46 per share,• sale, on October 28th 2014, of 304 Company shares for an average price of PLN 58.88 per share,• purchase, on October 29th 2014, of 150 Company shares for an average price of PLN 61.42 per share,• sale, on October 29th 2014, of 150 Company shares for an average price of PLN 61.50 per share,• purchase, on October 30th 2014, of 530 Company shares for an average price of PLN 60.35 per share,• sale, on October 31th 2014, of 530 Company shares for an average price of PLN 60.77 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 3rd 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the "Company") announces that on October 31st 2014 it received a notification from Norica Holding S.à.r.l. of Luxembourg ("Norica"), acting on its own behalf and as attorney for:– TrustService Limited Liability Company of Veliky Novgorod, Russia ("TrustService"),– JSC Acron of Veliky Novgorod, Russia ("Acron"),– Subero Associates Inc. of Tortola, British Virgin Islands, a private limited company ("Subero"), and – Viatcheslav Kantor, a citizen of Israel ("Viatcheslav Kantor"),
prepared pursuant to Art. 69.1.1 and Art. 69a.1.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (the "Public Offering Act").
In the notification, the Company was informed that a company directly controlled by Norica and indirectly controlled by TrustService, Acron, Subero and Mr. Kantor, conducting its business activity as Rainbee Holdings Limited, with its office in Nicosia, Cyprus (the “Subsidiary”), as a result of an in-kind contribution in the form of shares of the Company (the “Transaction”) made by Norica on October 29th 2014 and October 31st 2014 to cover an increase in the share capital of the Subsidiary, acquired: (i) on October 29th 2014, 100 shares of the Company, representing approximately 0.0001% of the total number of shares of the Company and carrying the right to 100 votes at the Company’s General Meeting, i.e. approximately 0.0001% of total voting rights at the Company’s General Meeting; and (ii) on October 31st 2014, 9,820,252 shares of the Company, representing approximately 9.8999% of the total number of shares of the Company and carrying the right to 9,820,252 votes at the Company’s General Meeting, i.e. approximately 9.8999% of total voting rights at the Company’s General Meeting; and, as a result of the Transaction, the Subsidiary exceeded the threshold of 5% of total voting rights at the Company’s General Meeting.
Before the Transaction the Subsidiary did not hold, directly or indirectly, any shares of the Company.
Following the Transaction, the Subsidiary holds 9,820,352 shares of the Company, representing approximately 9.8999% of the total number of shares of the Company and carrying the right to 9,820,352 votes at the Company’s General Meeting, i.e. approximately 9.8999% of total voting rights at the Company’s General Meeting.
Further, as a result of the Transaction:1. Norica, directly and through the Subsidiary, being Norica’s direct subsidiary, holds 19,841,700 shares of the Company, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting, out of which:a) it directly holds 10,021,348 shares of the Company, representing approximately 10.1026% of the total number of shares of the Company and carrying the right to 10,021,348 votes at the Company’s General Meeting, i.e. approximately 10.1026% of total voting rights at the Company’s General Meeting;b) it indirectly, through the Subsidiary, holds 9,820,352 shares of the Company, representing approximately 9.8999% of the total number of shares of the Company and carrying the right to 9,820,352 votes at the Company’s General Meeting, i.e. approximately 9.8999% of total voting rights at the Company’s General Meeting.2. TrustService, the parent of Norica, indirectly, through its direct subsidiary Norica, and the Subsidiary, being TrustService’s indirect subsidiary, holds 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting.3. Acron, the parent of TrustService, indirectly, through its indirect subsidiaries Norica and the Subsidiary, holds 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting.4. Subero, the parent of Acron, indirectly, through its indirect subsidiaries Norica and the Subsidiary, holds 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting.5. Mr Kantor, the parent of Subero, indirectly, through its indirect subsidiaries Norica and the Subsidiary, holds 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting.
Prior to the Transaction:1. Norica held directly 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting.2. TrustService, the parent of Norica, indirectly, through its subsidiary Norica, held 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting.3. Acron, the parent of TrustService, indirectly, through its indirect subsidiary Norica, held 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting.4. Subero, the parent of Acron, indirectly, through Subero’s indirect subsidiary Norica, held 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting.5. Mr. Kantor, the parent of Subero, indirectly, through its indirect subsidiary Norica, held 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting.
For the avoidance of doubt, Norica announces that, due to the intragroup nature of the Transaction, the total number of shares and voting rights in the Company (directly and indirectly) controlled by Norica, TrustService, Acron, Subero and Mr. Kantor has not changed and amounts to 19,841,700 shares, representing approximately 20.0026% of the total number of shares of the Company and carrying the right to 19,841,700 votes at the Company’s General Meeting, i.e. approximately 20.0026% of total voting rights at the Company’s General Meeting (see the Company’s Current Report no. 40/2014 of June 11th 2014).
Mr. Kantor further notified that his controlled entities, other than Norica and the Subsidiary, do not hold any shares of the Company.
Subero further notified that its controlled entities, other than Norica and the Subsidiary, do not hold any shares of the Company.
Acron further notified that its controlled entities, other than Norica and the Subsidiary, do not hold any shares of the Company.
TrustService further notified that its controlled entities, other than Norica and the Subsidiary, do not hold any shares of the Company.
Norica further notified that its controlled entities, other than the Subsidiary, do not hold any shares of the Company.
Further, Mr. Kantor, Subero, Norica, Acron and TrustService informed the Company that with respect of each of them there are no such persons or entities as those referred to in Art. 87.1.3.c of the Public Offering Act.
In the period of 12 months immediately following the date of this notification Mr. Kantor, Subero, Norica, Acron and TrustService may from time to time, directly or indirectly, acquire shares in the Company to increase their interests in the total number of shares and voting rights in the Company; or dispose of the shares in the Company to reduce their interests in the total number of shares and 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 2013, item 1382).
The Management Board of Grupa Azoty S.A. (the "Company") announces that on October 31st 2014 it received a notification from Rainbee Holdings Limited of Nicosia, Cyprus (the “Notifying Party”), prepared pursuant to Art. 69.1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (the "Public Offering Act").
In the notification, the Company was informed that as a result of an in-kind contribution to cover an increase in the share capital of the Notifying Party made by the sole shareholder of the Notifying Party, i.e. Norica Holding S.à r.l. of Luxembourg (“Norica”), which holds 100% of the share capital of the Notifying Party, in the form of shares of Grupa Azoty S.A. (the “Transaction”), the Notifying Party: (i) on October 29th 2014 acquired 100 shares of the Company, representing approximately 0.0001% of the total number of shares of the Company and carrying the right to 100 votes at the Company’s General Meeting, i.e. approximately 0.0001% of total voting rights at the Company’s General Meeting; and (ii) on October 31st 2014 acquired 9,820,252 shares of the Company, representing approximately 9.8999% of the total number of shares of the Company and carrying the right to 9,820,252 votes at the Company’s General Meeting, i.e. approximately 9.8999% of total voting rights at the Company’s General Meeting; and, as a result of the Transaction, the Notifying Party exceeded the threshold of 5% of total voting rights at the Company’s General Meeting.Prior to the Transaction, the Notifying Party did not hold, directly or indirectly, any shares of the Company.
Following the Transaction, the Notifying Party directly holds 9,820,352 shares of the Company, representing approximately 9.8999% of the total number of shares of the Company and carrying the right to 9,820,352 votes at the Company’s General Meeting, i.e. approximately 9.8999% of total voting rights at the Company’s General Meeting.
The Notifying Party informed the Company that its controlled entities do not hold any shares of the Company.
Further, the Notifying Party informed the Company that there are no persons such as those referred to in Art. 87.1.3.c of the Public Offering Act.
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 2013, item 1382).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 20th 2014, of 820 Company shares for an average price of PLN 58.57 per share,• sale, on October 20th 2014, of 601 Company shares for an average price of PLN 58.40 per share,• purchase, on October 21th 2014, of 300 Company shares for an average price of PLN 59.00 per share,• sale, on October 21th 2014, of 669 Company shares for an average price of PLN 58.50 per share,• purchase, on October 22th 2014, of 880 Company shares for an average price of PLN 58.96 per share,• sale, on October 22th 2014, of 300 Company shares for an average price of PLN 58.72 per share,• sale, on October 23th 2014, of 580 Company shares for an average price of PLN 58.31 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 27th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 13th 2014, of 387 Company shares for an average price of PLN 59.23 per share,• sale, on October 13th 2014, of 420 Company shares for an average price of PLN 59.56 per share,• purchase, on October 14th 2014, of 643 Company shares for an average price of PLN 58.45 per share,• sale, on October 14th 2014, of 1304 Company shares for an average price of PLN 58.86 per share,• purchase, on October 15th 2014, of 125 Company shares for an average price of PLN 58.26 per share,• purchase, on October 16th 2014, of 650 Company shares for an average price of PLN 57.98 per share,• sale, on October 16th 2014, of 626 Company shares for an average price of PLN 58.38 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 20th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 6th 2014, of 1850 Company shares for an average price of PLN 63.04 per share,• sale, on October 6th 2014, of 2150 Company shares for an average price of PLN 63.13 per share,• purchase, on October 7th 2014, of 692 Company shares for an average price of PLN 62.12 per share,• sale, on October 7th 2014, of 200 Company shares for an average price of PLN 62.40 per share,• purchase, on October 8th 2014, of 300 Company shares for an average price of PLN 61.17 per share,• sale, on October 8th 2014, of 200 Company shares for an average price of PLN 61.60 per share,• purchase, on October 9th 2014, of 1100 Company shares for an average price of PLN 60.51 per share,• sale, on October 9th 2014, of 643 Company shares for an average price of PLN 62.03 per share,• purchase, on October 10th 2014, of 1400 Company shares for an average price of PLN 59.83 per share,• sale, on October 10th 2014, of 1804 Company shares for an average price of PLN 60.09 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 13th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that the total value of transactions between the Grupa Azoty Group and Kronospan Group companies, i.e. Kronospan Chemical Szczecinek Sp. z o.o., Kronospan Mielec Sp. z o.o., Diakol Strazske S.R.O. of Slovakia and Dukol Ostrava S.R.O. of the Czech Republic (the “Buyer”) in the period from October 8th 2013 until the publication of this report reached PLN 1,118m (exclusive of VAT).
Having exceeded 10% of the Grupa Azoty Group’s total revenue in the last four financial quarters, the aggregate value of the transactions meets the criteria of significant agreement.
The highest value agreement was the urea sale agreement (the “Agreement”) executed on October 8th 2014 by Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of the Grupa Azoty S.A., (the “Seller”) and Kronospan Chemical Szczecinek Sp. z o.o. (the “Buyer”), as reported by the Seller in Current Report No. 35/2014 of October 8th 2014.
The Agreement is effective from October 1st 2014 to December 31st 2018. Pursuant to the Agreement, the Seller undertakes to deliver, and the Buyer undertakes to collect and pay for the urea. Prices will be negotiated on a monthly basis. The value of the Agreement is estimated at PLN 347,000,000.00 (exclusive of VAT). The Agreement defines the amount of urea the Seller undertakes to provide and the Buyer undertakes to collect with a 5% tolerance.
The other terms and conditions of the Agreement do not differ from standard terms used in agreements of this type.
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 29th 2014, of 200 Company shares for an average price of PLN 63.00 per share,• sale, on September 29th 2014, of 150 Company shares for an average price of PLN 63.18 per share,• purchase, on September 30th 2014, of 200 Company shares for an average price of PLN 62.00 per share,• purchase, on October 1st 2014, of 1400 Company shares for an average price of PLN 62.26 per share,• sale, on October 1st 2014, of 1290 Company shares for an average price of PLN 62.53 per share,• purchase, on October 2nd 2014, of 530 Company shares for an average price of PLN 60.15 per share,• sale, on October 2nd 2014, of 600 Company shares for an average price of PLN 60.30 per share,• purchase, on October 3rd 2014, of 802 Company shares for an average price of PLN 62.66 per share,• sale, on October 3rd 2014, of 1534 Company shares for an average price of PLN 61.68 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 6th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 22nd 2014, of 550 Company shares for an average price of PLN 68.24 per share,• purchase, on September 23th 2014, of 550 Company shares for an average price of PLN 66.01 per share,• purchase, on September 24th 2014, of 240 Company shares for an average price of PLN 62.64 per share,• sale, on September 24th 2014, of 125 Company shares for an average price of PLN 65.44 per share,• sale, on September 25th 2014, of 1215 Company shares for an average price of PLN 64.31 per share,• purchase, on September 26th 2014, of 952 Company shares for an average price of PLN 64.58 per share,• sale, on September 26th 2014, of 160 Company shares for an average price of PLN 66.00 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated September 29th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 15th 2014, of 300 Company shares for an average price of PLN 71.00 per share,• purchase, on September 16th 2014, of 150 Company shares for an average price of PLN 69.00 per share,• purchase, on September 17th 2014, of 600 Company shares for an average price of PLN 69.18 per share,• sale, on September 17th 2014, of 880 Company shares for an average price of PLN 69.56 per share,• purchase, on September 18th 2014, of 350 Company shares for an average price of PLN 67.85 per share,• sale, on September 19th 2014, of 670 Company shares for an average price of PLN 68.48 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated September 22nd 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 8th 2014, of 300 Company shares for an average price of PLN 74.28 per share,• purchase, on September 9th 2014, of 600 Company shares for an average price of PLN 72.28 per share,• purchase, on September 10th 2014, of 650 Company shares for an average price of PLN 71.03 per share,• sale, on September 10th 2014, of 906 Company shares for an average price of PLN 72.21 per share,• purchase, on September 11th 2014, of 166 Company shares for an average price of PLN 70.43 per share,• sale, on September 11th 2014, of 1202 Company shares for an average price of PLN 70.31 per share,• purchase, on September 12th 2014, of 150 Company shares for an average price of PLN 70.06 per share,• sale, on September 12th 2014, of 150 Company shares for an average price of PLN 70.28 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated September 15th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (“Company”) publishes below responses to shareholder's questions addressed to the Company's Management Board outside the General Meeting pursuant to Art. 428.6 of the Commercial Companies Code:
Further to the letter of August 18th 2014 received by Grupa Azoty S.A. of Tarnów (“Company”) on August 29th 2014 regarding the Company's placement on the list of enterprises of strategic importance to Poland's economy and supervised by the Minister of the State Treasury, attached to the document 'Priorities in managing enterprises supervised by the Minister of the State Treasury until 2015', drafted by the Ministry of the State Treasury, referred to in the Announcement of the Ministry of the State Treasury of August 5th 2014 (“Announcement”), the Company Management Board states that the Company was not involved in the process of drafting the above document, and in particular the list of strategic enterprises.As at the date of this response, the Company Management Board has no knowledge of any changes in law which could affect the Company's legal situation in the area referred to in the Announcement, and in particular of any trading restrictions regarding Company shares. At the same time, since the Company Management Board was not involved in the process of drafting the documents referred to in the Announcement, the Company has no knowledge of any plans or objectives of the Ministry of the State Treasury relating to the list of strategic enterprises referred to in the Announcement.In response to the questions concerning possible consequences of introducing a representative of Norica Holding S.à r.l. (“Norica”) to the Company Supervisory Board, we would like to state that as at the date of this response the Company has no knowledge of Norica's plans to propose a candidate to the Supervisory Board.If such a proposal is submitted, it will entail legal consequences provided for in the Commercial Companies Code.
Legal basis: Par. 38.1.12 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 1st 2014, of 300 Company shares for an average price of PLN 74.99 per share,• sale, on September 1st 2014, of 600 Company shares for an average price of PLN 75.20 per share, • purchase, on September 2nd 2014, of 800 Company shares for an average price of PLN 75.08 per share,• sale, on September 2nd 2014, of 800 Company shares for an average price of PLN 75.06 per share,• purchase, on September 3rd 2014, of 497 Company shares for an average price of PLN 76.04 per share,• sale, on September 3rd 2014, of 497 Company shares for an average price of PLN 76.10 per share,• purchase, on September 4th 2014, of 900 Company shares for an average price of PLN 75.61 per share,• sale, on September 4th 2014, of 871 Company shares for an average price of PLN 75.73 per share,• purchase, on September 5th 2014, of 1513 Company shares for an average price of PLN 75.29 per share,• sale, on September 5th 2014, of 1000 Company shares for an average price of PLN 75.44 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated September 8th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on August 25th 2014, of 500 Company shares for an average price of PLN 74.15 per share,• sale, on August 25th 2014, of 121 Company shares for an average price of PLN 74.50 per share, • purchase, on August 26th 2014, of 386 Company shares for an average price of PLN 73.92 per share,• sale, on August 26th 2014, of 1138 Company shares for an average price of PLN 74.17 per share,• purchase, on August 27th 2014, of 1048 Company shares for an average price of PLN 75.37 per share,• sale, on August 27th 2014, of 1048 Company shares for an average price of PLN 75.47 per share,• purchase, on August 28th 2014, of 304 Company shares for an average price of PLN 75.07 per share,• sale, on August 28th 2014, of 304 Company shares for an average price of PLN 75.22 per share,• purchase, on August 29th 2014, of 450 Company shares for an average price of PLN 75.09 per share,• sale, on August 29th 2014, of 150 Company shares for an average price of PLN 75.12 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated September 1st 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on August 18th 2014, of 161 Company shares for an average price of PLN 76.06 per share,• sale, on August 18th 2014, of 170 Company shares for an average price of PLN 76.30 per share, • purchase, on August 20th 2014, of 450 Company shares for an average price of PLN 75.28 per share,• sale, on August 20th 2014, of 450 Company shares for an average price of PLN 75.56 per share,• purchase, on August 21st 2014, of 1008 Company shares for an average price of PLN 75.46 per share,• sale, on August 21st 2014, of 1008 Company shares for an average price of PLN 75.53 per share,• purchase, on August 22nd 2014, of 900 Company shares for an average price of PLN 74.84 per share,• sale, on August 22nd 2014, of 527 Company shares for an average price of PLN 75.22 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated August 25th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• sale, on August 11th 2014, of 956 Company shares for an average price of PLN 73.48 per share, • purchase, on August 12th 2014, of 1145 Company shares for an average price of PLN 75.26 per share,• sale, on August 12th 2014, of 1389 Company shares for an average price of PLN 75.32 per share, • purchase, on August 13th 2014, of 475 Company shares for an average price of PLN 75.10 per share,• sale, on August 13th 2014, of 475 Company shares for an average price of PLN 74.94 per share,• purchase, on August 14th 2014, of 980 Company shares for an average price of PLN 75.42 per share,• sale, on August 14th 2014, of 971 Company shares for an average price of PLN 75.50 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated August 18th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on August 6th 2014, of 450 Company shares for an average price of PLN 75.62 per share,• sale, on August 6th 2014, of 450 Company shares for an average price of PLN 76.18 per share, • purchase, on August 7th 2014, of 900 Company shares for an average price of PLN 74.98 per share,• purchase, on August 8th 2014, of 300 Company shares for an average price of PLN 70.91 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated August 11th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on July 21st 2014, of 150 Company shares for an average price of PLN 77.20 per share,• sale, on July 21st 2014, of 150 Company shares for an average price of PLN 77.30 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated July 28th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• sale, on July 14th 2014, of 680 Company shares for an average price of PLN 71.93 per share,• purchase, on July 17th 2014, of 344 Company shares for an average price of PLN 73.07 per share, • sale, on July 17th 2014, of 344 Company shares for an average price of PLN 73.69 per share,• purchase, on July 18th 2014, of 600 Company shares for an average price of PLN 75.03 per share, • sale, on July 18th 2014, of 600 Company shares for an average price of PLN 75.11 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated July 21st 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that the total value of transactions concluded between the Grupa Azoty Group and Ampol-Merol Sp. z o.o. of Wąbrzeźno (the “Buyer”) in the period from July 10th 2013 until the publication of this report reached PLN 1,143m (exclusive of VAT).
Having exceeded 10% of the Grupa Azoty Group’s total revenue in the last four financial quarters, the aggregate value of the transactions meets the criteria of significant agreement.
The highest value transaction is an annex of July 14th 2014 (the “Annex”) to the Sale Contract of February 6th 2002 concerning the sale of compound fertilizers and urea for their further resale (the “Contract”), concluded between Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of Grupa Azoty S.A., (the “Seller”) and Ampol-Merol Sp. z o.o., as reported by the Seller in Current Report No. 24/2014 of July 14th 2014.
Under the Annex, the term of the Contract has been extended by 5 years, i.e. from July 1st 2014 to June 30th 2019. The Annex has also amended and clarified the terms and conditions of business between the parties with respect to the purchase, resale, and distribution of fertilizers. Under the Annex, the sales will be made in quantities and on terms and conditions specified by the parties separately for each trading year, by June 30th of each calendar year at the latest.The terms and conditions of the Contract and the Annex do not differ from standard terms used in agreements of this type.The value of the Annex throughout its entire term is estimated at PLN 384,295,700.00, as the product of the number of years (five years) covered by the Contract and the estimated value for the first year of its term (given the expected variation in quantities sold and possible price revisions).
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on July 7th 2014, of 235 Company shares for an average price of PLN 71.16 per share, • sale, on July 7th 2014, of 1195 Company shares for an average price of PLN 71.11 per share,• purchase, on July 8th 2014, of 150 Company shares for an average price of PLN 74.00 per share, • sale, on July 8th 2014, of 150 Company shares for an average price of PLN 74.25 per share,• purchase, on July 9th 2014, of 381 Company shares for an average price of PLN 72.87 per share,• sale, on July 9th 2014, of 381 Company shares for an average price of PLN 73.54 per share,• purchase, on July 10th 2014, of 719 Company shares for an average price of PLN 72.06 per share,• sale, on July 10th 2014, of 417 Company shares for an average price of PLN 71.34 per share,• purchase, on July 11th 2014, of 720 Company shares for an average price of PLN 71.29 per share,• sale, on July 11th 2014, of 342 Company shares for an average price of PLN 72.48 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated July 14th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• sale, on June 30th 2014, of 1861 Company shares for an average price of PLN 71.56 per share,• purchase, on July 1st 2014, of 775 Company shares for an average price of PLN 71.96 per share, • sale, on July 1st 2014, of 342 Company shares for an average price of PLN 72.57 per share,• purchase, on July 2nd 2014, of 460 Company shares for an average price of PLN 72.08 per share, • sale, on July 2nd 2014, of 433 Company shares for an average price of PLN 72.86 per share,• purchase, on July 3rd 2014, of 500 Company shares for an average price of PLN 70.55 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated July 7th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on June 23rd 2014, of 300 Company shares for an average price of PLN 77.44 per share,• sale, on June 23rd 2014, of 300 Company shares for an average price of PLN 78.20 per share,• purchase, on June 24th 2014, of 2720 Company shares for an average price of PLN 76.64 per share, • sale, on June 24th 2014, of 1777 Company shares for an average price of PLN 76.95 per share,• purchase, on June 25th 2014, of 650 Company shares for an average price of PLN 75.85 per share, • purchase, on June 26th 2014, of 350 Company shares for an average price of PLN 73.49 per share,• purchase, on June 27th 2014, of 200 Company shares for an average price of PLN 72.00 per share,• sale, on June 27th 2014, of 282 Company shares for an average price of PLN 73.48 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 30th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on June 16th 2014, of 1163 Company shares for an average price of PLN 71.68 per share,• sale, on June 16th 2014, of 2163 Company shares for an average price of PLN 72.31 per share,• purchase, on June 20th 2014, of 200 Company shares for an average price of PLN 76.00 per share, • sale, on June 20th 2014, of 200 Company shares for an average price of PLN 77.35 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 23rd 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on June 9th 2014, of 600 Company shares for an average price of PLN 77.01 per share,• sale, on June 9th 2014, of 600 Company shares for an average price of PLN 77.12 per share,• purchase, on June 10th 2014, of 1058 Company shares for an average price of PLN 78.14 per share, • sale, on June 10th 2014, of 1084 Company shares for an average price of PLN 78.13 per share,• purchase, on June 11th 2014, of 2850 Company shares for an average price of PLN 79.04 per share,• sale, on June 11th 2014, of 2850 Company shares for an average price of PLN 79.83 per share, • purchase, on June 12th 2014, of 650 Company shares for an average price of PLN 77.55 per share,• purchase, on June 13th 2014, of 350 Company shares for an average price of PLN 74.57 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 16th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. (the "Company") announces that on June 11th 2014 it received a notification from Norica Holding S.à.r.l. of Luxembourg ("Norica"), acting on its own behalf and as attorney for:
– TrustService Limited Liability Company of Veliky Novgorod, Russia ("TrustService"),– JSC Acron of Veliky Novgorod, Russia ("Acron"),– Subero Associates Inc. of Tortola, British Virgin Islands, a private limited company ("Subero"), and – Viatcheslav Kantor, a citizen of Israel ("Viatcheslav Kantor"),
prepared pursuant to Art. 69.1.1 and Art. 69a.1.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (the "Act of Public Offering").
In the notification, the Company was informed that a series of transactions (the "Transaction") was executed on June 6th and June 9th 2014, both in and outside of the regulated market, consisting in the purchase by Norica of 2,755,606 shares in the Company, representing approximately 2.778% of the Company's total shares and carrying 2,755,606 voting rights, i.e. approximately 2.778% of total voting rights at the Company's General Meeting. As a result, Norica increased its shareholding and voting rights in the Company to above 20% of total voting rights at the Company's General Meeting.
Prior to the Transaction, Norica held 17,086,094 shares in the Company, representing approximately 17.225% of the Company's total share and carrying 17,086,094 voting rights at the Company's General Meeting, i.e. approximately 17.225% of total voting rights at the Company's General Meeting.Following the Transaction, Norica holds 19,841,700 shares in the Company, representing approximately 20.0026% of the Company's total shares and carrying 19,841,700 voting rights at the Company's General Meeting, i.e. approximately 20.0026% of total voting rights at the Company's General Meeting.
Also, as a result of the Transaction:5. TrustService, Norica's parent, has exceeded (indirectly through the subsidiary) the 20% threshold of total voting rights at the Company's General Meeting, and now holds 19,841,700 shares in the Company, representing approximately 20.0026% of the Company's share capital and carrying 19,841,700 voting rights, or approximately 20.0026% of total voting rights at the Company's General Meeting.6. Acron, TrustService's parent, has exceeded (indirectly through Norica) the 20% threshold of total voting rights at the Company's General Meeting, and now holds 19,841,700 shares in the Company, representing approximately 20.0026% of the Company's share capital and carrying 19,841,700 voting rights, or approximately 20.0026% of total voting rights at the Company's General Meeting.7. Subero, Acron's parent, has exceeded (indirectly through Norica) the 20% threshold of total voting rights at the Company's General Meeting, and now holds 19,841,700 shares in the Company, representing approximately 20.0026% of the Company's share capital and carrying 19,841,700 voting rights, or approximately 20.0026% of total voting rights at the Company's General Meeting.8. Mr Kantor, Subero's parent, has exceeded (indirectly through Norica) the 20% threshold of total voting rights at the Company's General Meeting, and now holds 19,841,700 shares in the Company, representing approximately 20.0026% of the Company's share capital and carrying 19,841,700 voting rights, or approximately 20.0026% of total voting rights at the Company's General Meeting.
Prior to the Transaction:5. TrustService, Norica's parent, held (indirectly through Norica) 17,086,094 shares in the Company, representing approximately 17.225% of the Company's share capital and carrying 17,086,094 voting rights, or approximately 17.225% of total voting rights at the Company's General Meeting.
6. Acron, TrustService's parent, held (indirectly through Norica) 17,086,094 shares in the Company, representing approximately 17.225% of the Company's share capital and carrying 17,086,094 voting rights, or approximately 17.225% of total voting rights at the Company's General Meeting.7. Subero, Acron's parent, held (indirectly through Norica) 17,086,094 shares in the Company, representing approximately 17.225% of the Company's share capital and carrying 17,086,094 voting rights, or approximately 17.225% of total voting rights at the Company's General Meeting.8. Mr Kantor, Subero's parent, held (indirectly through Norica) 17,086,094 shares in the Company, representing approximately 17.225% of the Company's share capital and carrying 17,086,094 voting rights, or approximately 17.225% of total voting rights at the Company's General Meeting.
Mr Kantor also notified the Company that aside from Norica none of his subsidiaries held any Company shares.
Subero notified the Company that aside from Norica none of its subsidiaries held any Company shares.
Acron notified the Company that aside from Norica none of its subsidiaries held any Company shares.
TrustService notified the Company that aside from Norica none of its subsidiaries held any Company shares.
Norica notified the Company that none of its subsidiaries held any Company shares.
Each of Mr Kantor, Subero, Norica, Acron and TrustService separately informed the Company that there were no persons such as those referred to in Art. 87.1.3.c of the Public Offering Act.
They also communicated that during the 12 months from the notification date they may from time to time, directly or indirectly, acquire or sell Company shares.
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 2013, item 1382).
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 vote at the Annual General Meeting held on June 10th 2014, specifying the number of votes conferred by the shares held by each such 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 2013, item 1382).
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 held on June 10th 2014.
Acting in line with its Rules of Procedure, the Annual General Meeting resolved not to consider item 5 of the agenda − Appointment of the Ballot Counting Committee, given that the votes were counted electronically by the technical support staff.
Also, the Annual General Meeting did not adopt a resolution to appoint its Chair, because the Chair was elected by acclamation, as permitted under the Rules of Procedure for the General Meeting. No objections were raised by any of the shareholders for the record in the minutes.
Legal basis: Par. 38.1.7 and Par. 38.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. No. 33, item 259, as amended).
Further to Current Report No. 22/2014 of April 15th 2014, No. 26/2014 of May 9th 2014, and No. 35/2014 of June 4th 2014, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 10th 2014 the Company's Annual General Meeting passed a resolution on the payment of dividend for 2013.
1. Amount allocated to dividend payments is PLN 19,839,096.80.2. Dividend per share is PLN 0.203. Dividend is paid on all Company shares (99,195,484 shares). 4. Dividend record date: June 18th 2014.5. Dividend payment date: July 9th 2014.
Legal basis: Par. 38.2 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 February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on June 3rd 2014, of 1150 Company shares for an average price of PLN 76.42 per share,• sale, on June 3rd 2014, of 550 Company shares for an average price of PLN 77.23 per share,• purchase, on June 4th 2014, of 600 Company shares for an average price of PLN 73.69 per share, • sale, on June 4th 2014, of 790 Company shares for an average price of PLN 74.05 per share,• purchase, on June 5th 2014, of 1418 Company shares for an average price of PLN 74.99 per share,• sale, on June 5th 2014, of 1802 Company shares for an average price of PLN 74.94 per share, • purchase, on June 6th 2014, of 570 Company shares for an average price of PLN 75.04 per share,• sale, on June 6th 2014, of 570 Company shares for an average price of PLN 75.37 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 10th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
Further to Current Reports No. 22/2014 of April 15th 2014 and No. 26/2014 of May 9th 2014, the Management Board of Grupa Azoty S.A. (the "Company") announces that it will propose the following to the Annual General Meeting convened for June 10th 2014:
- June 18th 2014 as the dividend record date, i.e. the date on which the list of shareholders entitled to receive dividend for the financial year from January 1st to December 31st 2013 is determined;- July 9th 2014 as the dividend payment date. The final decision on the dividend record date and dividend payment date will be made by the Company’s Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 3rd 2014 it received a notification of June 2nd 2014 from Aviva Powszechne Towarzystwo Emerytalne Aviva BZ WBK S.A., provided in performance of the obligation arising under Art. 69.1 and Art. 69.4 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 2013, item 1382).
According to the notification, Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK (“Aviva OFE”) reduced its shareholding to below 5% of the total vote at the General Meeting following their disposal of Company shares on May 23rd 2014.
Prior to the settlement of the transaction, as at May 27th 2014, Aviva OFE held 4,960,249 shares in the Company, representing 5.00% of its share capital (outstanding shares) and 4,960,249 votes at the General Meeting, i.e. 5.00% of total voting rights.
After the settlement of the transaction, as at May 28th 2014, Aviva OFE held 4,260,249 shares in the Company, representing 4.29% of its share capital (outstanding shares) and 4,260,249 votes at the General Meeting, i.e. 4.29% of total voting rights.
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 2013, item 1382).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on May 26th 2014, of 1350 Company shares for an average price of PLN 77.19 per share,• sale, on May 26th 2014, of 1368 Company shares for an average price of PLN 77.05 per share,• purchase, on May 27th 2014, of 720 Company shares for an average price of PLN 76.19 per share, • sale, on May 27th 2014, of 300 Company shares for an average price of PLN 76.20 per share,• purchase, on May 28th 2014, of 1333 Company shares for an average price of PLN 76.97 per share,• sale, on May 28th 2014, of 1753 Company shares for an average price of PLN 77.03 per share, • purchase, on May 29th 2014, of 3662 Company shares for an average price of PLN 78.29 per share,• sale, on May 29th 2014, of 3662 Company shares for an average price of PLN 78.38 per share, • purchase, on May 30th 2014, of 1800 Company shares for an average price of PLN 79.13 per share,• sale, on May 30th 2014, of 1800 Company shares for an average price of PLN 79.47 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated June 2nd 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on May 19th 2014, of 2272 Company shares for an average price of PLN 75.72 per share,• sale, on May 19th 2014, of 2272 Company shares for an average price of PLN 75.89 per share,• purchase, on May 20th 2014, of 1650 Company shares for an average price of PLN 74.76 per share, • sale, on May 20th 2014, of 471 Company shares for an average price of PLN 76.13 per share,• purchase, on May 21st 2014, of 500 Company shares for an average price of PLN 72.40 per share,• sale, on May 21st 2014, of 1699 Company shares for an average price of PLN 73.41 per share, • purchase, on May 22nd 2014, of 2250 Company shares for an average price of PLN 73.97 per share,• sale, on May 22nd 2014, of 2232 Company shares for an average price of PLN 73.96 per share, • purchase, on May 23rd 2014, of 5565 Company shares for an average price of PLN 76.21 per share,• sale, on May 23rd 2014, of 5565 Company shares for an average price of PLN 76.33 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated May 26th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
Further to Current Report No. 71/2012 of November 20th 2012, the Management Board of Grupa Azoty S.A. (the “Company”) hereby announces that on May 23rd 2014 the Management Board of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. ("GA ZAK S.A."), a subsidiary of the Company, having obtained the necessary corporate approvals, commenced Stage I of the investment project 'New CHP Plant at Grupa Azoty ZAK S.A.' (previous name of the project: 'New power for ZAK'"). RAFAKO S.A. of Racibórz was selected as the General Contractor for Stage I of the project.
Compared with the original assumptions for the project, and following optimisation of the project design, the plant's fuel has been changed from natural gas to be burned in CCGT units to coal to burned in a steam boiler.
The project will be executed in stages. The first stage, whose cost has been estimated at PLN 375m, is scheduled for completion in the fourth quarter of 2016. Initially, the value of the project's first stage was estimated at PLN 300m.
The project's parameters have been revised following detailed external analyses that accounted for material factors present in Grupa Azoty ZAK S.A.'s environment and the optimum choice of fuel. Further stages of the project will be defined in greater detail once development and replacement investments at the Grupa Azoty Group have been approved.
The adopted parameters of the project guarantee its efficiency and are fully consistent with the policy of ensuring energy security at Grupa Azoty ZAK S.A. and within the Grupa Azoty Group.
Legal basis: Art. 56.5 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 2013, item 1382).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on May 12th 2014, of 650 Company shares for an average price of PLN 62.00 per share,• sale, on May 12th 2014, of 630 Company shares for an average price of PLN 62.30 per share,• purchase, on May 13th 2014, of 150 Company shares for an average price of PLN 66.18 per share, • sale, on May 13th 2014, of 150 Company shares for an average price of PLN 66.29 per share,• purchase, on May 14th 2014, of 194 Company shares for an average price of PLN 65.87 per share,• sale, on May 14th 2014, of 194 Company shares for an average price of PLN 66.22 per share, • purchase, on May 15th 2014, of 2664 Company shares for an average price of PLN 72.90 per share,• sale, on May 15th 2014, of 2664 Company shares for an average price of PLN 72.95 per share, • purchase, on May 16th 2014, of 2654 Company shares for an average price of PLN 73.79 per share,• sale, on May 16th 2014, of 2654 Company shares for an average price of PLN 73.81 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated May 19th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. publishes − attached to this report − the resolutions to be debated at the Annual General Meeting of Grupa Azoty S.A. convened for June 10th 2014.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. (the “Company”) hereby convenes the Annual General Meeting for June 10th 2014, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
The total number of Grupa Azoty S.A. shares is 99,195,484. As of June 10th 2014, the number of votes attached to these shares is 99,195,484.
AGENDA:1. Opening of the Meeting.2. Appointment of the Chair of the Meeting and preparation of the attendance list.3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.4. Adoption of the agenda.5. Appointment of the Ballot Counting Committee.6. Review of the Supervisory Board’s reports on:a) assessment of the separate financial statements of Grupa Azoty S.A. for the period January 1st – December 31st 2013, assessment of the Directors’ Report on the Company’s operations in 2013, and assessment of the Management Board’s proposal concerning allocation of net profit for the financial year 2013;b) assessment of the Company’s compliance with corporate governance standards in the period January 1st – December 31st 2013;c) Supervisory Board activities in the period January 1st – December 31st 2013, including activities of the Supervisory Board committees, and assessment of the work of the Management Board; d) assessment of the Company’s condition in 2013, including evaluation of its internal control and risk management systems.7. Review and approval of the separate financial statements of the Company for the period January 1st – December 31st 2013 and the Directors’ Report on the Company’s operations in the financial year 2013.8. Adoption of a resolution on allocation of net profit for the financial year 2013.9. Review of the Supervisory Board’s report on the assessment of the consolidated financial statements of the Grupa Azoty Group for the period January 1st – December 31st 2013 and assessment of the Directors’ Report on the operations of the Grupa Azoty Group in the financial year 2013. 10. Review and approval of the consolidated financial statements of the Grupa Azoty Group for the period January 1st – December 31st 2013 and the Directors’ Report on the operations of the Grupa Azoty Group in the financial year 2013.11. Adoption of resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st – December 31st 2013.12. Adoption of resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st – December 31st 2013. 13. Review of the Management Board’s proposal for the General Meeting to grant a fee-based licence to Purinova Sp. z o.o.14. Current information for the Shareholders.15. Closing of the Meeting.
Right to participate in the General Meeting
Pursuant to Art. 4061.1 of the Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at May 25th 2014 (the record date), have the right to participate in the Meeting.To ensure their participation in the General Meeting, holders of rights under book-entry bearer shares should submit a request for the issue of a personal certificate confirming their right to participate in the Annual General Meeting of Grupa Azoty S.A. with the entity keeping their securities account. The requests should be submitted on or after the publication of the notice of General Meeting, i.e. May 14th 2014 and no later than on the first weekday following the record date, i.e. May 26th 2014. In accordance with the laws and regulations governing trade in financial instruments, records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting.A list of shareholders entitled to participate in the Annual General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the General Meeting, i.e. on June 5th, 6th and 9th 2014, from 8am to 3pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb## .
Right to participate in the General Meeting through a proxy
Shareholders may participate in the Annual General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying the persons authorised to represent the legal person.A proxy may exercise all the shareholder's rights at the Annual General Meeting, unless the power of proxy states otherwise. The proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent one or more shareholders and may vote the shares of individual shareholders in a different manner. 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 power of proxy to participate in the Annual General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy to be downloaded from www.grupaazoty.com. The grant of powers of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All the above documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps aimed at identifying the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.The procedure for identification of the principal applies accordingly to a notification of revoking of powers of proxy. Any notification of granting or revoking powers of proxy made without compliance with the requirements set out above has no legal effect vis-à-vis the Company.It is the shareholder who decides on the way of granting the power of proxy and the Company is not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Annual General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one twentieth of the Company’s share capital may request that certain issues should be placed on the agenda of the Annual General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the meeting, that is by May 20th 2014. The request may be sent in electronic form to the Company’s dedicated email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Annual General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty S.A., ul. Kwiatkowskiego 8, 33-101, Poland.Each shareholder may propose draft resolutions concerning matters included in the agenda during the Annual General Meeting. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documentation
The full text of documents to be presented to the General Meeting, including draft resolutions, will be available at the Company’s registered office from the date of convening the General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholder section of the Company’s website www.grupaazoty.com.
Legal basis: Par. 38.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on May 5th 2014, of 178 Company shares for an average price of PLN 59.08 per share,• sale, on May 5th 2014, of 80 Company shares for an average price of PLN 59.39 per share,• sale, on May 6th 2014, of 98 Company shares for an average price of PLN 60.10 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated May 12th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
Further to Current Report No. 22/2014 of April 15th 2014, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 9th 2014 the Company's Supervisory Board approved the recommendation made by the Company's Management Board to the Annual General Meeting to distribute the net profit for 2013, in the amount of PLN 44,117,265.64 (forty-four million, one hundred and seventeen thousand, two hundred and sixty-five złoty, 64/100) in the manner specified in the Management Board resolution of April 15th 2014:
• PLN 19,839,096.80 for payment of dividend (PLN 0.20 per share),• PLN 24,278,168.84 to statutory reserve funds.
The final decision on distribution of the net profit for 2013 will be made by the Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on April 28th 2014, of 371 Company shares for an average price of PLN 58.53 per share,• sale, on April 28th 2014, of 371 Company shares for an average price of PLN 58.99 per share,• purchase, on April 29th 2014, of 600 Company shares for an average price of PLN 58.19 per share,• sale, on April 29th 2014, of 600 Company shares for an average price of PLN 58.54 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated May 5th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on April 22nd 2014, of 200 Company shares for an average price of PLN 57 per share• sale, on April 22nd 2014, of 200 Company shares for an average price of PLN 57 per share,• purchase, on April 23rd 2014, of 150 Company shares for an average price of PLN 58,06 per share,• purchase, on April 24th 2014, of 450 Company shares for an average price of PLN 59,07 per share,• sale, on April 24th 2014, of 600 Company shares for an average price of PLN 58,94 per share,• purchase, on April 25th 2014, of 1050 Company shares for an average price of PLN 57,96 per share,• sale, on April 25th 2014, of 1050 Company shares for an average price of PLN 58,38 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated April 28th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on April 14th 2014, of 550 Company shares for an average price of PLN 55.42 per share,• sale, on April 14th 2014, of 500 Company shares for average price of PLN 55.94 per share,• sale, on April 15th 2014, of 806 Company shares for an average price of PLN 56.79 per share,• purchase, on April 16th 2014, of 800 Company shares for an average price of PLN 55.63 per share,• sale, on April 16th 2014, of 800 Company shares for an average price of PLN 55.90 per share, • purchase, on April 17th 2014, of 300 Company shares for an average price of PLN 55.93 per share,• sale, on April 17th 2014, of 300 Company shares for an average price of PLN 56.17 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated April 22nd 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. (the "Company") reports that on April 15th 2014 it passed a resolution to recommend to the Annual General Meeting payment of dividend for 2013 of PLN 19,839,096.80, or PLN 0.20 per share.
Pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board is now to submit the recommendation for assessment by the Supervisory Board. The final decision on the profit distribution will be made by the Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on April 7th 2014, of 29 Company shares for an average price of PLN 58.50 per share,• sale, on April 7th 2014, of 216 Company shares for average price of PLN 59.6 per share,• purchase, on April 8th 2014, of 739 Company shares for an average price of PLN 58.93 per share,• sale, on April 8th 2014, of 1018 Company shares for an average price of PLN 59.3 per share,• purchase, on April 9th 2014, of 200 Company shares for an average price of PLN 58.6 per share,• sale, on April 9th 2014, of 200 Company shares for an average price of PLN 58.74 per share,• purchase, on April 10th 2014, of 1300 Company shares for an average price of PLN 59.22 per share,• sale, on April 10th 2014, of 1350 Company shares for an average price of PLN 59.43 per share,• purchase, on April 11th 2014, of 1348 Company shares for an average price of PLN 58.94 per share,• sale, on April 11th 2014, of 971 Company shares for an average price of PLN 59.19 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated April 14th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on March 31st 2014, of 1300 Company shares for an average price of PLN 60.09 per share,• sale, on March 31st 2014, of 1475 Company shares for average price of PLN 60.11 per share,• sale, on April 1st 2014, of 310 Company shares for an average price of PLN 61.35 per share,• purchase, on April 2nd 2014, of 700 Company shares for an average price of PLN 61.48 per share,• sale, on April 2nd 2014, of 700 Company shares for an average price of PLN 61.96 per share,• purchase, on April 3rd 2014, of 1200 Company shares for an average price of PLN 60.58 per share,• sale, on April 3rd 2014, of 1005 Company shares for an average price of PLN 60.59 per share,• purchase, on April 4th 2014, of 700 Company shares for an average price of PLN 59.61 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated April 7th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on March 24th 2014, of 500 Company shares for an average price of PLN 58.92 per share,• sale, on March 24th 2014, of 500 Company shares for average price of PLN 59.00 per share,• purchase, on March 25th 2014, of 150 Company shares for an average price of PLN 59.46 per share,• purchase, on March 26th 2014, of 900 Company shares for an average price of PLN 60.21 per share,• sale, on March 26th 2014, of 900 Company shares for an average price of PLN 60.34 per share,• purchase, on March 27th 2014, of 900 Company shares for an average price of PLN 59.01 per share,• sale, on March 27th 2014, of 643 Company shares for an average price of PLN 59.06 per share,• purchase, on March 28th 2014, of 1322 Company shares for an average price of PLN 59.25 per share,• sale, on March 28th 2014, of 1554 Company shares for an average price of PLN 59.42 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated March 31st 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on March 17th 2014, of 500 Company shares for an average price of PLN 55.73 per share,• sale, on March 17th 2014, of 877 Company shares for average price of PLN 55.7 per share,• purchase, on March 18th 2014, of 500 Company shares for an average price of PLN 56.21 per share,• sale, on March 18th 2014, of 500 Company shares for an average price of PLN 56.8 per share,• purchase, on March 19th 2014, of 300 Company shares for an average price of PLN 56.1 per share,• purchase, on March 20th 2014, of 600 Company shares for an average price of PLN 55.84 per share,• sale, on March 20th 2014, of 900 Company shares for an average price of PLN 55.96 per share,• purchase, on March 21st 2014, of 9411 Company shares for an average price of PLN 58.26 per share,• sale, on March 21st 2014, of 9101 Company shares for an average price of PLN 58.54 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated March 24th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified on March 21st 2014, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of a transaction in Company financial instruments, executed by a person closely related to the member of the Company's Supervisory Board.
According to the notification, the person executed the transaction of purchase on March 18th 2014, of 8.560 Company shares for an average price of PLN 56,59 per share. The transaction was executed on the Warsaw Stock Exchange during regular trading sessions.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. (the “Company”) hereby provides responses to a shareholder’s questions posed (on March 3rd 2014) to the Company’s Management Board outside the general meeting, pursuant to art. 428, § 6 of the Polish Commercial Companies Code:
Question 1: investment of Grupa Azoty Zakłady Chemiczne “Police” S.A. in Africa
Answer:Please note that African Investment Group S.A., a special purpose vehicle with its registered office in Almadies, Senegal (“AIG S.A.”), is a subsidiary of Grupa Azoty Zakłady Chemiczne “Police” S.A. (“GA Police”). Being a public company, GA Police is subject to disclosure obligations imposed on public companies and it discloses to the public all material information about its operations in the required form. Material information about the investment in AIG SA was disclosed in the current reports published by GA Police. The reports are available from a number of sources, including the “Investor Relations” section on its website.
Question 2: the Company’s competitive position and procurement of raw materials by the Company.Question 3: intragroup transactions and involvement of an agency of non-group members in the distribution of the capital group’s products and in the procurement of raw materials.
Answer:In the management board’s opinion, providing detailed responses to the issues covered by the above questions could damage the Company and its capital group due to the disclosure of their know-how and trade secrets. Consequently, the management board is forced to refuse to provide detailed answers to the above questions on the grounds of Article 428.2 of the Commercial Companies Code. In particular, trade secrets include all detailed information about the raw materials procurement model, strategic suppliers and the methods of procuring them, distribution policies regarding the Company’s products, the Company’s strategic business partners and price levels. We wish to emphasize that all factors affecting the Company’s competitive position are carefully analysed by the management board, and the management board takes the appropriate steps to enhance integration among Group members so as to maximise synergy effects and to maintain and continuously improve its competitiveness. Also, please note that, to the extent required by applicable laws and by the code of best practice for WSE-listed companies, information about the Company’s competitive position has been published in: (i) the Company’s prospectuses (in particular, in the prospectus approved by the Polish Financial Supervision Authority on 21 December 2012); (ii) current reports available, for example, on the Company’s website; and (iii) periodic reports published by the Company (notably in the 2013 annual report). All the above-mentioned documents are available from a number of sources, including the “Investor Relations” section on the Company's website.
Question 4: loans granted to members of the management board or the supervisory board or to senior management within the capital group.
Answer:The Company has not granted any loans to the individuals referred to in your question. Information about transactions with affiliates, including the transactions referred to above, if any, is contained in Note 32 to the 2013 consolidated financial statements of the Grupa Azoty capital group, in the annual report published by the Company.
Question 5: possible amendment to the Company’s articles of association.
Answer:According to § 51.22 of the Company’s articles of association, the General Meeting of the Shareholders alone is authorised to amend the Company’s articles of association. The management board of the Company is not currently considering any motion to that effect.
Legal basis: Par. 38.1.12 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 February 19th 2009 (Dz. U. of 2009, No. 33, item 259, as amended)
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on March 10th 2014, of 758 Company shares for an average price of PLN 54.88 per share,• sale, on March 10th 2014, of 1550 Company shares for an average price of PLN 55.73 per share,• sale, on March 11th 2014, of 1250 Company shares for an average price of PLN 55.85 per share,• purchase, on March 12th 2014, of 650 Company shares for an average price of PLN 55.49 per share,• sale, on March 12th 2014, of 945 Company shares for an average price of PLN 56.05 per share,• purchase, on March 13th 2014, of 850 Company shares for an average price of PLN 56.41 per share,• sale, on March 13th 2014, of 418 Company shares for an average price of PLN 57 per share,• purchase, on March 14th 2014, of 1150 Company shares for an average price of PLN 54.87 per share,• sale, on March 14th 2014, of 1205 Company shares for an average price of PLN 55.55 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated March 17th 2014
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on March 3rd 2014, of 200 Company shares for an average price of PLN 53.60 per share,• sale, on March 3rd 2014, of 200 Company shares for an average price of PLN 53.89 per share,• purchase, on March 4th 2014, of 1300 Company shares for an average price of PLN 58.52 per share,• sale, on March 4th 2014, of 1300 Company shares for an average price of PLN 58.85 per share,• purchase, on March 5th 2014, of 4150 Company shares for an average price of PLN 59.32 per share,• sale, on March 5th 2014, of 3150 Company shares for an average price of PLN 58.76 per share,• purchase, on March 6th 2014, of 1787 Company shares for an average price of PLN 58.04 per share,• sale, on March 6th 2014, of 1250 Company shares for an average price of PLN 58.20 per share,• purchase, on March 7st 2014, of 950 Company shares for an average price of PLN 56.15 per share,• sale, on March 7st 2014, of 150 Company shares for an average price of PLN 55.99 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated March 10th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
Acting pursuant to Par. 5.1.25 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133), the Management Board of Grupa Azoty S.A. ("the Company") announces Grupa Azoty's estimated consolidated financial highlights for 2013.
a. Revenue: PLN 9,821mb. Operating profit/loss: PLN 702mc. Net profit/loss: PLN 713m
The estimates are based on the Management Board's data on the financial performance of the Company and its subsidiaries in the period from January to December 2013. The estimates were made based on the Management Board’s best knowledge on the date of their estimation, on the assumption that no circumstances would arise or occur which could materially affect the financial results after publication of the estimates, in particular impairment losses on assets, including receivables, recognition of provisions, complaints or other similar events.
The results are being audited by an independent auditor in accordance with applicable regulations.
The above revenue and operating result estimates will be monitored on an ongoing basis until the release of the Company's full year report for 2013, which is scheduled for March 21st 2014. Any changes of 10% or more to the above values will be announced in further current reports.The Company's Management Board decided to announce the estimated consolidated performance figures in connection with the release of the consolidated report for H1 2013/2014 by Grupa Azoty Zakłady Azotowe Puławy S.A., a subsidiary of the Company, on February 27th 2014.
Legal basis: Par. 5.1.25 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on February 17th 2014, of 450 Company shares for an average price of PLN 51.59 per share,• sale, on February 17th 2014, of 300 Company shares for an average price of PLN 51.65 per share, • purchase, on February 18th 2014, of 950 Company shares for an average price of PLN 52.07 per share,• sale, on February 18th 2014, of 1401 Company shares for an average price of PLN 51.99 per share,• purchase, on February 19th 2014, of 550 Company shares for an average price of PLN 52.74 per share,• sale, on February 19th 2014, of 550 Company shares for an average price of PLN 53.02 per share, • purchase, on February 20th 2014, of 2100 Company shares for an average price of PLN 53.45 per share,• sale, on February 20th 2014, of 1650 Company shares for an average price of PLN 53.49 per share,• purchase, on February 21st 2014, of 900 Company shares for an average price of PLN 53.15 per share,• sale, on February 21st 2014, of 1379 Company shares for an average price of PLN 53.13 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated February 24th 2014
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on February 10th 2014, of 200 Company shares for an average price of PLN 50.00 per share,• sale, on February 10th 2014, of 1 Company share for price of PLN 51.20,• purchase, on February 11th 2014, of 300 Company shares for an average price of PLN 49.86 per share,• sale, on February 11th 2014, of 214 Company shares for an average price of PLN 50.38 per share,• sale, on February 12th 2014, of 1205 Company shares for an average price of PLN 51.1 per share,• purchase, on February 13th 2014, of 1194 Company shares for an average price of PLN 51.73 per share,• sale, on February 13th 2014, of 1194 Company shares for an average price of PLN 51.94 per share,• purchase, on February 14th 2014, of 1550 Company shares for an average price of PLN 51.76 per share,• sale, on February 14th 2014, of 1220 Company shares for an average price of PLN 51.89 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated February 17th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. (the "Company") reports on the expected effect of a one-off non-monetary event on the separate and consolidated financial statements of Grupa Azoty S.A. for 2013.In connection with the deteriorating performance of cash-generating units in the Plastics segment, the Company has identified impairment indicators. Tests performed in accordance with IAS 36 have shown impairment of property, plant and equipment as well as of intangible assets of the Polyoxymethylene unit (POM) in the Plastics segment, thus providing grounds for recognition of an impairment loss of PLN 46m.The effect of the impairment recognition on the separate and consolidated performance of Grupa Azoty S.A. is as follows:
a) effect on EBIT: PLN 46m b) effect on net profit: PLN 37m.
Note: As the audit of the 2013 financial statements of Grupa Azoty S.A. has not been completed, the above amounts are not final and may be subject to change. The separate and consolidated annual reports of Grupa Azoty S.A. for 2013 will be published on March 21st 2014.
Legal basis: Art. 56.1.1 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 2013, item 1382).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on February 3rd 2014, of 1120 Company shares for an average price of PLN 53.04 per share,• sale, on February 3rd 2014, of 300 Company shares for an average price of PLN 53.21 per share,• purchase, on February 4th 2014, of 600 Company shares for an average price of PLN 49.29 per share,• sale, on February 4th 2014, of 450 Company shares for an average price of PLN 49.69 per share,• purchase, on February 5th 2014, of 2442 Company shares for an average price of PLN 49.57 per share,• sale, on February 5th 2014, of 3412 Company shares for an average price of PLN 49.76 per share,• purchase, on February 6th 2014, of 600 Company shares for an average price of PLN 51.34 per share,• sale, on February 6th 2014, of 600 Company shares for an average price of PLN 51.60 per share,• purchase, on February 7th 2014, of 1050 Company shares for an average price of PLN 52.34 per share,• sale, on February 7th 2014, of 130 Company shares for an average price of PLN 52.97 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated February 10th 2014.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2014, item 94).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 27th 2014, of 200 Company shares for an average price of PLN 46.00 per share,• sale, on January 27th 2014, of 1400 Company shares for an average price of PLN 47.94 per share,• purchase, on January 28th 2014, of 1427 Company shares for an average price of PLN 50.71 per share,• sale, on January 28th 2014, of 2598 Company shares for an average price of PLN 51.90 per share,• purchase, on January 29th 2014, of 1219 Company shares for an average price of PLN 52.19 per share,• sale, on January 29th 2014, of 1219 Company shares for an average price of PLN 52.79 per share,• purchase, on January 30th 2014, of 1317 Company shares for an average price of PLN 50.97 per share,• sale, on January 30th 2014, of 175 Company shares for an average price of PLN 50.58 per share,• purchase, on January 31th 2014, of 1900 Company shares for an average price of PLN 51.23 per share,• sale, on January 31th 2014, of 3042 Company shares for an average price of PLN 51.50 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated February 3rd 2014
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 20th 2014, of 600 Company shares for an average price of PLN 55.82 per share,• sale, on January 20th 2014, of 200 Company shares for an average price of PLN 55.37 per share,• purchase, on January 21st 2014, of 978 Company shares for an average price of PLN 53.10 per share,• sale, on January 21st 2014, of 560 Company shares for an average price of PLN 53.57 per share,• purchase, on January 22nd 2014, of 1350 Company shares for an average price of PLN 51.59 per share,• sale, on January 22nd 2014, of 1750 Company shares for an average price of PLN 51.86 per share,• purchase, on January 23rd 2014, of 1350 Company shares for an average price of PLN 49.89 per share,• sale, on January 23rd 2014, of 1120 Company shares for an average price of PLN 50.26 per share,• purchase, on January 24th 2014, of 573 Company shares for an average price of PLN 48.55 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 27th 2014
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 13th 2014, of 900 Company shares for an average price of PLN 62.30 per share,• sale, on January 13th 2014, of 557 Company shares for an average price of PLN 62.44 per share,• purchase, on January 14th 2014, of 1745 Company shares for an average price of PLN 60.85 per share,• sale, on January 14th 2014, of 1650 Company shares for an average price of PLN 61.07 per share,• purchase, on January 15th 2014, of 1200 Company shares for an average price of PLN 60.18 per share,• sale, on January 15th 2014, of 650 Company shares for an average price of PLN 60.33 per share,• purchase, on January 16th 2014, of 950 Company shares for an average price of PLN 60.12 per share,• sale, on January 16th 2014, of 1200 Company shares for an average price of PLN 60.40 per share,• purchase, on January 17th 2014, of 400 Company shares for an average price of PLN 58.50 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 20th 2014
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. (“Company”) will announce its 2013 full year results and 2014 interim results as per the following schedule:
1. First and third quarter interim results:- Q1 2014 extended consolidated report – May 15th 2014- Q3 2014 extended consolidated report – November 13th 20142. Half year interim results:- H1 2014 extended consolidated report – August 14th 20143. Full year results: - 2013 separate full year report – March 21st 2014- 2013 consolidated full year report – March 21st 2014
Furthermore, the Company's Management Board announces that no separate (non-consolidated) quarter results will be published by the Company, as permitted under Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. U. of 2009 No. 33, item 259, as amended) (the “Regulation”). The consolidated quarter reports will incorporate separate (non-consolidated) quarter condensed consolidated financial statements and quarterly financial information. Further, the Company will not publish separate and consolidated quarter results for Q2 2014, as permitted under Par. 101.2 of the Regulation. As the publication date of the 2013 separate full year report and the 2013 consolidated full year report falls on March 21st 2014 (that is within 80 days from the end of the financial year), the Company will not publish quarter results for Q4 2013, as permitted under Par. 102.1 of the Regulation.Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 83.3 of the Regulation.
Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009, No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. ("Company" or "Issuer") announces that on January 16th 2014 the Issuer and KGHM Polska Miedź S.A. of Lubin ("KGHM"), collectively referred to as the "Parties", signed a Letter of Intent outlining general terms on which the Parties may collaborate in the following areas: phosphogypsum processing, exploration for potassium salt deposits abroad, accessing natural gas reserves, construction of a polygeneration power plant, and phosphorite exploration and production ("Areas of Collaboration").
The Parties anticipate that their mutual relationship within individual Areas of Collaboration, which is treated as non-exclusive, may take one of the following forms:
- commercial and operational cooperation based on detailed agreements and contracts between the Parties or their subsidiaries or partners, if any; or
- joint ventures comprising the Parties or their subsidiaries or partners, if any (“Joint Venture”), with the proviso that the Parties may decide to execute certain projects through a separate vehicle, with the Joint Venture being the vehicle's sole shareholder.
Expansion of the collaboration to include the above-mentioned areas is a step toward implementation of the Issuer’s strategy. In order to maintain production continuity and maximise utilisation of its production capacities, the Issuer seeks to secure strategic feedstock supplies from new or alternative sources, and may also do so by forming equity relationships with suppliers.
Legal basis: Art. 56.1.1 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 2013, item 1382).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on January 7th 2014, of 840 Company shares for an average price of PLN 61.16 per share,• sale, on January 7th 2014, of 1124 Company shares for an average price of PLN 61.50 per share,• purchase, on January 8th 2014, of 270 Company shares for an average price of PLN 60.74 per share,• sale, on January 8th 2014, of 500 Company shares for an average price of PLN 61.19 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 13th 2014
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. (the “Company”) reports that the total value of commercial transactions concluded between the Grupa Azoty Group and the Pfleiderer Group of Germany over the past 12 months has reached PLN 1.06bn (exclusive of VAT).
Having exceeded 10% of the Grupa Azoty Group's total revenue in the last four financial quarters, the aggregate value of the transactions meets the criteria of significant agreement.
The highest value transaction was a contract for the supply of granular urea 46%N and crystalline urea (the “Contract”), executed on January 9th 2014 between Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Seller”), a subsidiary of the Company, and Silekol Sp. z o. o. of Kędzierzyn-Koźle (the “Buyer”), a member of the Pfleiderer Group.
The Contract is a long-term strategic agreement executed for a period of five years, from 2014 to 2018, and sets out the terms of and schedule for the supplies of the contracted goods.
The parties to the Contract have agreed that the Seller will coordinate volumes, dates, and actual delivery of supplies under the Contract and under a supplementary contract executed on January 9th 2014 between the Buyer and Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”), which provides for supplementary supplies of urea to the Buyer. The Seller will also be responsible for Grupa Azoty Puławy’s actions and omissions under the supplementary contract with respect to the volumes and timeliness of deliveries.
The estimated value of the Contract over its term is approximately PLN 694.2m (exclusive of VAT), which makes it the highest value contract among the agreements and annexes concluded between the Company and other companies of the Azoty Group and the Pfleiderer Group in the past 12 months.
The Contract provides for contractual penalties if the Seller or Grupa Azoty Puławy ceases or fails to make the agreed deliveries, or if the Customer ceases to accept the deliveries. Total penalties may not exceed 25% of the value of the undelivered or unaccepted goods versus relevant orders and agreed delivery schedules.
In addition to the right to claim contractual penalties, the Parties may also claim damages, on general terms, in excess of the agreed contractual penalties.
Also, the Contract may be terminated with six months' notice if either Party defaults on a material obligation under the Contract and fails to duly fulfil that obligation in accordance with the Contract within 30 days of having been called to do so.
The other terms of the Contract do not differ from standard terms used in agreements of such type.
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 30th 2013, of 850 Company shares for an average price of PLN 62.76 per share• sale, on December 30th 2013, of 324 Company shares for an average price of PLN 63.63 per share,• purchase, on January 2nd 2014, of 500 Company shares for an average price of PLN 63.79 per share,• sale, on January 2nd 2014, of 500 Company shares for an average price of PLN 64.54 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated January 7th 2014
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. (“the Company”) reports that the aggregate value of transactions concluded by the Grupa Azoty Group with the PGNiG Group in the period from September 26th 2013 to the date of this report has reached PLN 1,246 m net (the amount is exclusive of the value of transactions concluded by the Company's two subsidiaries, Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A., under their own significant agreements; see Current Report No. 79/2012 of December 24th 2012 and Current Report No. 44/2013 of March 13th 2013).
Having exceeded 10% of the Grupa Azoty Group's total revenue in the last four financial quarters, the aggregate value of the transactions meets the criteria of significant agreement.
An agreement of the highest net value is annex “Monthly volume of gas fuel supplies in contractual year and provision of contractual capacity”, executed between the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. ("ZA Puławy") and PGNiG S.A. on December 31st 2013; the annex extends a high-methane natural gas supply agreement executed on January 14th 1999 for an indefinite period.
The annex specifies contractual capacity and gas fuel volumes contracted for 2014, and is valued at PLN 1,090m net (see ZA Puławy's Current Report No. 62/2013 of December 31st 2013).
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has received notifications, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, this person:
• purchased 256 Company shares during a regular trading session at the Warsaw Stock Exchange, for an average price of PLN 60.70 per share, on December 23rd 2013; • purchased 21,000 Company shares in an off-session block transaction, for an average price of PLN 62.00 per share, on December 23rd 2013,• sold 256 Company shares during a regular trading session at the Warsaw Stock Exchange, for an average price of PLN 61.31 per share, on December 23rd 2013;• sold 21,000 Company shares in an off-session block transaction, for an average price of PLN 62.00 per share, on December 23rd 2013.
The notifications are dated December 30th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on December 16th 2013, of 246 Company shares for an average price of PLN 66.51 per share• sale, on December 16th 2013, of 766 Company shares for an average price of PLN 66.95 per share,• purchase, on December 17th 2013, of 553 Company shares for an average price of PLN 66.06 per share,• sale, on December 17th 2013, of 660 Company shares for an average price of PLN 66.36 per share,• purchase, on December 18th 2013, of 1160 Company shares for an average price of PLN 66.06 per share, • sale, on December 18th 2013, of 447 Company shares for an average price of PLN 66.23 per share,• purchase, on December 19th 2013, of 1117 Company shares for an average price of PLN 64.39 per share, • sale, on December 19th 2013, of 500 Company shares for an average price of PLN 65.99 per share,• purchase, on December 20th 2013, of 1658 Company shares for an average price of PLN 60.73 per share, • sale, on December 20th 2013, of 2988 Company shares for an average price of PLN 60.81 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 23th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
•sale, on December 9th 2013, of 483 Company shares for an average price of PLN 69.89 per share,•purchase, on December 10th 2013, of 150 Company shares for an average price of PLN 69.00 per share,•purchase, on December 11th 2013, of 150 Company shares for an average price of PLN 68.48 per share, •sale, on December 11th 2013, of 150 Company shares for an average price of PLN 69.02 per share,•purchase, on December 12th 2013, of 550 Company shares for an average price of PLN 68.17 per share, •sale, on December 12th 2013, of 223 Company shares for an average price of PLN 68.76 per share, •purchase, on December 13th 2013, of 150 Company shares for an average price of PLN 66.00 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 16th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
•purchase, on December 2nd 2013, of 300 Company shares for an average price of PLN 73.08 per share•sale, on December 2nd 2013, of 434 Company shares for an average price of PLN 73.10 per share,•purchase, on December 3rd 2013, of 580 Company shares for an average price of PLN 71.65 per share,•sale, on December 3rd 2013, of 300 Company shares for an average price of PLN 71.50 per share,•purchase, on December 4th 2013, of 650 Company shares for an average price of PLN 69.61 per share, •sale, on December 4th 2013, of 780 Company shares for an average price of PLN 70.10 per share,•purchase, on December 5th 2013, of 300 Company shares for an average price of PLN 69.84 per share, •purchase, on December 6th 2013, of 942 Company shares for an average price of PLN 69.66 per share, •sale, on December 6th 2013, of 909 Company shares for an average price of PLN 69.58 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 9th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
•purchase, on November 25th 2013, of 950 Company shares for an average price of PLN 73.30 per share•sale, on November 25th 2013, of 1684 Company shares for an average price of PLN 73.66 per share,•purchase, on November 26th 2013, of 536 Company shares for an average price of PLN 74.05 per share,•sale, on November 26th 2013, of 836 Company shares for an average price of PLN 74.03 per share,•purchase, on November 27th 2013, of 500 Company shares for an average price of PLN 74.24 per share, •sale, on November 27th 2013, of 150 Company shares for an average price of PLN 74.09 per share,•sale, on November 28th 2013, of 109 Company shares for an average price of PLN 74.20 per share,•purchase, on November 29th 2013, of 750 Company shares for an average price of PLN 73.10 per share, •sale, on November 29th 2013, of 857 Company shares for an average price of PLN 73.09 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated December 2nd 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• sale, on November 18th 2013, of 916 Company shares for an average price of PLN 75.95 per share,• purchase, on November 19th 2013, of 300 Company shares for an average price of PLN 76.44 per share, • sale, on November 19th 2013, of 150 Company shares for an average price of PLN 77.00 per share,• purchase, on November 20th 2013, of 450 Company shares for an average price of PLN 75.00 per share, • purchase, on November 21st 2013, of 150 Company shares for an average price of PLN 73.00 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 25th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 12th 2013, of 1087 Company shares for an average price of PLN 80.31 per share, • sale, on November 12th 2013, of 1691 Company shares for an average price of PLN 80.56 per share,• purchase, on November 13th 2013, of 756 Company shares for an average price of PLN 79.33 per share, • sale, on November 13th 2013, of 150 Company shares for an average price of PLN 79.51 per share,• purchase, on November 14th 2013, of 1650 Company shares for an average price of PLN 76.03 per share, • sale, on November 14th 2013, of 1056 Company shares for an average price of PLN 75.81 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 18th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on November 4th 2013, of 790 Company shares for an average price of PLN 79.49 per share, • sale, on November 4th 2013, of 790 Company shares for an average price of PLN 80.05 per share,• purchase, on November 5th 2013, of 493 Company shares for an average price of PLN 81.88 per share, • sale, on November 5th 2013, of 493 Company shares for an average price of PLN 81.99 per share,• purchase, on November 6th 2013, of 400 Company shares for an average price of PLN 82.00 per share, • sale, on November 6th 2013, of 200 Company shares for an average price of PLN 82.00 per share, • purchase, on November 7th 2013, of 450 Company shares for an average price of PLN 81.56 per share, • sale, on November 7th 2013, of 500 Company shares for an average price of PLN 81.94 per share,• purchase, on November 8th 2013, of 1250 Company shares for an average price of PLN 80.22 per share, • sale, on November 8th 2013, of 796 Company shares for an average price of PLN 80.34 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 12th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. (the "Company") reports that the total value of commercial transactions concluded between the Azoty Group and the Nitron Group over the past 12 months has reached PLN 1.03bn (exclusive of VAT).
Having exceeded 10% of the total revenue recorded by the Azoty Group in the last four financial quarters, the value of the transactions meets the criteria for a significant agreement.
The highest value contract (the "Contract") is the contract for sale of compound fertilisers, concluded on November 7th 2013 between Grupa Azoty Zakłady Chemiczne Police S.A., the Company’s subsidiary (the "Seller"), and Nitron International Corporation with its registered office in the United States, which was reported by the Seller in Current Report No. 39/2013 of November 7th 2013.
The Contract was executed for the period from January 1st 2014 to December 31st 2016, in accordance with the effective schedule and business terms. The estimated value of the Contract over its term amounts to approximately PLN 607.9m (exclusive of VAT), which makes it the highest value contract among the agreements/annexes concluded between the Company and other companies of the Azoty Group and the Nitron Group in the period of the past 12 months.
The terms and conditions of the Contract do not provide for additional contractual penalties.
Its remaining provisions do not differ from standard terms used in agreements of such type.
Legal basis: Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 28th 2013, of 1000 Company shares for an average price of PLN 84.99 per share, • sale, on October 28th 2013, of 1000 Company shares for an average price of PLN 84.99 per share,• purchase, on October 29th 2013, of 850 Company shares for an average price of PLN 84.73 per share, • sale, on October 29th 2013, of 850 Company shares for an average price of PLN 84.77 per share,• purchase, on October 30th 2013, of 1450 Company shares for an average price of PLN 81.85 per share, • sale, on October 30th 2013, of 1450 Company shares for an average price of PLN 81.95 per share, • purchase, on October 31st 2013, of 1801 Company shares for an average price of PLN 82.06 per share, • sale, on October 31st 2013, of 1801 Company shares for an average price of PLN 81.94 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated November 4th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
Legal basis: Art. 160.4 of the Act on Trading in Securities – Transactions executed by persons with access to inside information
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 21st 2013, of 650 Company shares for an average price of PLN 78.41 per share, • sale, on October 21st 2013, of 650 Company shares for an average price of PLN 79.26 per share,• purchase, on October 22nd 2013, of 25 Company shares for an average price of PLN 81.10 per share, • sale, on October 22nd 2013, of 25 Company shares for an average price of PLN 81.20 per share,• purchase, on October 24th 2013, of 400 Company shares for an average price of PLN 82.00 per share, • sale, on October 24th 2013, of 400 Company shares for an average price of PLN 82.38 per share, • purchase, on October 25th 2013, of 150 Company shares for an average price of PLN 84.50 per share, • sale, on October 25th 2013, of 150 Company shares for an average price of PLN 82.80 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 28th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 14th 2013, of 300 Company shares for an average price of PLN 76.02 per share, • sale, on October 14th 2013, of 150 Company shares for an average price of PLN 76.38 per share,• purchase, on October 15th 2013, of 1539 Company shares for an average price of PLN 76.92 per share, • sale, on October 15th 2013, of 1235 Company shares for an average price of PLN 76.98 per share,• purchase, on October 16th 2013, of 1317 Company shares for an average price of PLN 76.05 per share, • sale, on October 16th 2013, of 1776 Company shares for an average price of PLN 76.12 per share, • purchase, on October 17th 2013, of 700 Company shares for an average price of PLN 76.99 per share, • sale, on October 17th 2013, of 700 Company shares for an average price of PLN 77.19 per share,• purchase, on October 18th 2013, of 200 Company shares for an average price of PLN 77.31 per share, • sale, on October 18th 2013, of 200 Company shares for an average price of PLN 77.65 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 21st 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on October 7th 2013, of 200 Company shares for an average price of PLN 74.70 per share, • purchase, on October 9th 2013, of 150 Company shares for an average price of PLN 74.00 per share, • purchase, on October 10th 2013, of 300 Company shares for an average price of PLN 73.80 per share, • sale, on October 10th 2013, of 1019 Company shares for an average price of PLN 75.04 per share,• purchase, on October 11th 2013, of 150 Company shares for an average price of PLN 77.29 per share, • sale, on October 11th 2013, of 145 Company shares for an average price of PLN 77.10 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 14th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
•purchase, on September 30th 2013, of 710 Company shares for an average price of PLN 76.56 per share, •purchase, on October 1st 2013, of 150 Company shares for an average price of PLN 73.50 per share, •sale, on October 1st 2013, of 860 Company shares for an average price of PLN 75.71 per share,
•purchase, on October 2nd 2013, of 550 Company shares for an average price of PLN 75.81 per share, •sale, on October 2nd 2013, of 185 Company shares for an average price of PLN 76.00 per share,•purchase, on October 3rd 2013, of 150 Company shares for an average price of PLN 74.50 per share, •sale, on October 4th 2013, of 146 Company shares for an average price of PLN 76.00 per share,
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 7th 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. ("the Company") reports that it has been notified, pursuant to Art. 160.1 of the Act on Trading in Securities of July 29th 2005 (Dz. U. No. 183, item 1538, as amended), of transactions in Company financial instruments, executed by a person closely related to two members of the Company's Supervisory Board.
According to the notifications, the person executed the following transactions:
• purchase, on September 25th 2013, of 150 Company shares for an average price of PLN 77.00 per share, • sale, on September 25th 2013, of 150 Company shares for an average price of PLN 77.60 per share,• purchase, on September 26th 2013, of 150 Company shares for an average price of PLN 78.00 per share, • sale, on September 26th 2013, of 150 Company shares for an average price of PLN 78.20 per share.
All of the transactions were executed on the Warsaw Stock Exchange during regular trading sessions.
The notifications are dated October 1st 2013.
The person required to disclose the above information has not consented to the publication of the details specified in Section 2.1.1. of the Regulation of the Minister of Finance on release and disclosure of information on certain transactions in financial instruments and the rules for drawing up and keeping a list of persons having access to certain inside information, dated November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty S.A. (“the Company”) reports that the total value of commercial transactions concluded by the Azoty Group with the PGNiG Group in the period from March 13th 2013 until the publication date of this report has reached PLN 875.3m, VAT exclusive (this figure does not include the commercial transactions concluded by two subsidiaries, Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A., under their own significant agreements, which were reported by the Company in Current Report No. 79/2012 of December 24th 2012 and Current Report No. 44/2013 of March 13th 2013).
Having exceeded 10% of the total sales revenue recorded by the Azoty Group in the last four financial quarters, the value of the transactions meets the criteria for a significant agreement.
The highest-value agreement (VAT-exclusive) signed in the period covered by this report was an amending annex ("the Annex") to the Gas Supply Master Agreement ("the Agreement"), executed between Company subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. ("the Subsidiary") and Polskie Górnictwo Naftowe i Gazownictwo S.A. ("PGNiG S.A.") on September 26th 2013. The annex, which is valued at approximately PLN 550,000 thousand, extended the term of the Agreement until October 1st 2014, from its original expiry date of September 30th 2013.
The Agreement provides for the supply of gas by PGNiG S.A. to the Subsidiary. Under the Annex, the value of the performance bond for the Agreement was reduced to PLN 88,000 thousand (from PLN 90,000 thousand). The performance bond will take the form of a notarised statement on voluntary submission to enforcement pursuant to Art. 777.1.5 of the Code of Civil Procedure, to be issued by the Company. The Annex, which comes into force as of September 30th 2013, also specifies the quantity of gas to be delivered in each month of the Agreement's extended term (that is, from October 2013 until September 2014).
The Gas Supply Master Agreement for the supply of gas by PGNiG S.A. to the Subsidiary defines the following items:- General Terms and Conditions of the Gas Supply Master Agreement; - Quantity of gas ordered in each month of the off-take period; - Gas off-take quantities acceptable to the customer for each degree of supply rationing; - The rules for communicating weekly forecasts, daily nominations and renominations (if the parties are bound by the General Terms and Conditions); - Other provisions regulating the business relationship between the parties. The amounts payable for the supply of gas will be determined based on the prices, charge rates and payment terms detailed in the relevant tariff and in the Agreement.
The Agreement also provides for contractual penalties payable by the Company in the event of failure to offtake the Minimum Contract Quantity specified in the Agreement, equal to the difference between the Minimum Contract Quantity and the quantity of gas actually taken, multiplied by 75% of the contract price. The Agreement does not provide for enforcement of any additional claims beyond the contractual penalties.
The other terms and conditions of the Agreement are normal for agreements of this type, as well as for the general terms and conditions of master agreements executed with other trading partners.
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
• on 16th September 2013 acquisition of 500 shares in the Company for an average price of 70.83 PLN per share,• on 16th September 2013 disposal of 500 shares in the Company for an average price of 70.04 PLN per share,• on 20th September 2013 acquisition of 400 shares in the Company for an average price of 71.92 PLN per share,• on 20th September 2013 disposal of 400 shares in the Company for an average price of 72.97 PLN per share.
Notification was prepared on 24th September 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (the “Company”) hereby provides responses to shareholder questions posed (on 9 September 2013) to the Company’s Management Board outside of the general meeting, pursuant to art. 428, § 6 of the Polish Commercial Companies Code:
1. What will happen in the immediate future to shares in Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (request for precise details on the future of shares held by over 5 000 minority shareholders in Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.)?
After detailed analysis of the Company’s current legal and financial situation, the Management Board does not currently plan to take any actions with regard to shares held by Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. minority shareholders (employee shares). In this respect, the Company’s Management Board is not aware of circumstances which could lead to a change in the legal status or ownership of these shares in the immediate future.
2. Are any solutions being developed to allow minority shareholders to sell their shares at fair value?The Company’s Management Board considered acquiring shares from Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. minority shareholders, potentially enabling them to be exchanged for shares in the Company. No specific solutions are currently being developed in this regard.
3. Are there any on-going actions connected with variants to buy back shares in Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. by the Company, or for their exchange for shares in the parent, WSE-listed Grupa Azoty S.A.?
Consolidation efforts are currently on-going, aimed at shaping the group formed as a result of acquisitions. Pursuant to the amended Group strategy, until such time as growth programmes are finalised and the funds for their implementation are in place, the Company’s Management Board is not in a position to take actions aimed at buying back shares held by minority shareholders. The Company’s Management Board believes that a share exchange programme is only minimally plausible given the Company’s current shareholding structure. A survey carried out to date among shareholders shows the implausibility of such actions with regard to complicated legal issues and the necessity to obtain a qualified majority depriving current shareholders of pre-emptive rights.
4. What is the Company Management Board’s view of the possibility to resolve the problem of “employee shares”, which is increasingly disconcerting to minority shareholders at Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.?
Being the majority shareholder in Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., the Company’s Management Board has adopted general principles for paying out dividends to shareholders in each financial year, if the anticipated financial situation of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. resulting from the dividend pay-out does not interfere with the company’s long-term growth programmes. The Company’s Management Board believes that such a solution will ensure financial benefits for Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. shareholders.
5. Does the Company’s Management Board see the possibility for an IPO of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and the admission of its shares to public trading?
The Company’s Management Board is not currently working on an IPO for Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and the admission of its shares to public trading.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
• On 9th July 2013 acquisition of 100 shares in the Company for an average price of 70.31 PLN per share,• on 9th July 2013 disposal of 100 shares in the Company for an average price of 70.68 PLN per share,• on 11th July 2013 acquisition of 400 shares in the Company for an average price of 71.65 PLN per share,• on 11th August 2013 disposal of 400 shares in the Company for an average price of 71.75 PLN per share.
Notification was prepared on 16th September 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
• On 2nd July 2013 acquisition of 440 shares in the Company for an average price of 72.43 PLN per share,• on 2nd July 2013 disposal of 440 shares in the Company for an average price of 72.75 PLN per share,• on 3rd July 2013 acquisition of 150 shares in the Company for an average price of 69.92 PLN per share,• on 4th August 2013 acquisition of 150 shares in the Company for an average price of 69.00 PLN per share,• on 5th July 2013 acquisition of 150 shares in the Company for an average price of 67.20 PLN per share,• on 6th August 2013 disposal of 450 shares in the Company for an average price of 67.76 PLN per share.
Notification was prepared on 9th September 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
• on 26th July 2013 acquisition of 1346 shares in the Company for an average price of 70.15 PLN per share,• on 26th July 2013 disposal of 1574 shares in the Company for an average price of 70.25 PLN per share,• on 27th July 2013 acquisition of 150 shares in the Company for an average price of 69.00 PLN per share,• on 28th July 2013 disposal of 150 shares in the Company for an average price of 70.00 PLN per share,• on 29th August 2013 acquisition of 500 shares in the Company for an average price of 71.20 PLN per share,• on 29th August 2013 disposal of 140 shares in the Company for an average price of 72.40 PLN per share,• on 30th August 2013 disposal of 360 shares in the Company for an average price of 71.33 PLN per share.
Notification was prepared on 2nd September 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
Pursuant to Current Report No. 33/2012 dated 13th June 2012, the Management Board of Grupa Azoty S.A. hereby encloses the updated Strategy of Grupa Azoty S.A. for the years 2013-2020.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
• on 20th August 2013 acquisition of 140 shares in the Company for an average price of 75.51 PLN per share,• on 20th August 2013 disposal of 140 shares in the Company for an average price of 75.90 PLN per share,• on 21st August 2013 acquisition of 540 shares in the Company for an average price of 74.39 PLN per share,• on 21st August 2013 disposal of 27 shares in the Company for an average price of 76.50 PLN per share,• on 22nd August 2013 acquisition of 356 shares in the Company for an average price of 71.80 PLN per share,• on 22nd August 2013 disposal of 869 shares in the Company for an average price of 71.89 PLN per share,• on 23rd August 2013 acquisition of 620 shares in the Company for an average price of 71.08 PLN per share,• on 23rd August 2013 disposal of 392 shares in the Company for an average price of 71.34 PLN per share.
Notification was prepared on 26th August 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
In connection with current reports 16/2011 of 30 March 2011 and 109/2011 of 7 December 2011, the Management Board of Grupa Azoty (the Issuer) announces that on 19 August 2013 the Issuer, together with other Grupa Azoty companies, signed an annex to the overdraft agreement dated 1 October 2010 with Powszechna Kasa Oszczędności Bank Polski S.A. (the Bank).
The overdraft facility is linked to a virtual cash pooling structure which allows further interest income and expense optimisation through the balancing of negative and positive balances on the current accounts of Grupa Azoty companies.
In connection with changes to the Issuer’s group structure and accession of entities including Grupa Azoty Zakłady Azotowe Puławy S.A. to the overdraft agreement, the Bank has increased the PLN overdraft limit to PLN 302 000 000 (previously PLN 250 000 000). The amount of the overdraft facility as at 19 August 2013 included a new PLN 50 000 000 sub-limit granted to Grupa Azoty Zakłady Azotowe Puławy S.A.
The term of use and repayment of the overdraft facility has been extended until the last day of the overdraft facility term, i.e. until 30 September 2016 (previously 30 September 2014), provided that for borrowers other than the following entities: Grupa Azoty S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A. (i.e. the other subsidiaries), the facility will be made available for periods not exceeding 12 months and after the Bank’s positive assessment of the economic and financial condition of the above-mentioned companies. In addition, the annex also provides for a lower margin over WIBOR 1M due to PKO BP S.A.
Acting as Agent pursuant to the powers of attorney granted by the Borrowers, i.e. the subsidiaries, the Issuer bears full and unlimited responsibility for the complete repayment of liabilities resulting from the overdraft facility, irrespective of which of the Borrowers used the funds constituting the liability due under any of the sub-limits.
The agreement is a subsequent step in the financing restructuring plan for the Issuer’s group. As Agent, the Issuer has the option to manage sub-limits within the overdraft facility which enables their flexible use as required by changes in the financing needs of each company within the group.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 19th August 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 13th August 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
• on 29th July 2013 acquisition of 200 shares in the Company for an average price of 64.78 PLN per share,• on 29h July 2013 disposal of 200 shares in the Company for an average price of 64.99 PLN per share,• on 31st July 2013 acquisition of 343 shares in the Company for an average price of 66.92 PLN per share,• on 31st July 2013 disposal of 343 shares in the Company for an average price of 67.23 PLN per share,• on 1st August 2013 acquisition of 156 shares in the Company for an average price of 66.16 PLN per share,• on 1st August 2013 disposal of 156 shares in the Company for an average price of 66.51 PLN per share,• on 2nd August 2013 disposal of 763 shares in the Company for an average price of 66.49 PLN per share.
Notification was prepared on 1st August 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 29th July 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 22nd July 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 15th July 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 8th July 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as the “Company” and the ”Issuer”) hereby informs that on 4th July 2013 the Supervisory Board of the Company took resolutions on appointing Messrs Marek Kapłucha and Marian Rybak to be Vice-Presidents in the seven-person Management Board of the Company.
The resolutions became effective on the date of their adoption.
Neither of the newly appointed Members of the Board carries any other activities outside the Issuer’s Company which would be competitive to the Issuer’s operations as well as they do not participate in any competitive companies as partners in partnerships or as members of bodies in capital groups and they do not participate in other competitive legal entities as members of their bodies. The newly appointed Members of the Management Board are not registered in the Insolvent Debtors Register kept pursuant to the Act on the National Court Register.
CVs of the newly appointed Members of the Management Board are enclosed hereto.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
• on 24th June 2013 acquisition of 600 shares in the Company for an average price of 70.02 PLN per share,• on 24th June 2013 disposal of 600 shares in the Company for an average price of 70.17 PLN per share,• on 25th June 2013 acquisition of 124 shares in the Company for an average price of 68.82PLN per share,• on 25th June 2013 disposal of 124 shares in the Company for an average price of 68.86 PLN per share,• on 26th June 2013 acquisition of 600 shares in the Company for an average price of 64.50 PLN per share,• on 26th June 2013 disposal of 565 shares in the Company for an average price of 65.08 PLN per share,• on 27th June 2013 acquisition of 255 shares in the Company for an average price of 68.09 PLN per share,• on 27th June 2013 disposal of 455 shares in the Company for an average price of 67.07 PLN per share,• on 28th June 2013 acquisition of 700 shares in the Company for an average price of 66.67 PLN per share,• on 28th June 2013 disposal of 700 shares in the Company for an average price of 67.49 PLN per share,
Notification was prepared on 1st July 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 24th June 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 17th June 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as the “Company”) hereby informs that on 13th June 2013 it received information passed by Norica Holding S.à.r.l., with its registered seat in Luxembourg (hereinafter referred to as “Norica”), acting on its own behalf and acting as an attorney-in-fact of:
prepared pursuant to Article 69 section 1 points 1 and 5 as well as Article 69a section 1 point 3 of the Act of 29th July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (hereinafter referred to as the “Act on Offer”).
According to the passed information, as a result of the intragroup transaction executed outside the regulated market (hereinafter referred to as the “Transaction”) concerning the shares in the Company, on 10th June 2013 Norica acquired from Cliffstone Holdings Limited (Cliffstone Holdings Limited belongs to the same capital group as Norica) 766,156 shares in the Company, representing about 0.77 % of the total number of shares in the Company, which entitle to exercise 766,156 votes at the Company’s General Meeting of Shareholders, constituting about 0.77 % of total number of votes at the Company’s General Meeting of Shareholders, and, as a result, the total amount of shares and votes in the Company controlled by Norica and Norica’s direct dominant entity, i.e. TrustService as well as Norica’s indirect dominant entity, i.e. Acron, have increased above the threshold of 15 % of total amount of votes at the Company’s General Meeting of Shareholders.Moreover, Norica, Acron, TrustService, Subero and Mr Kantor informed that the total amount of shares and votes in the Company controlled by the capital group to which the above mentioned Norica, Acron TrustService, Subero and Mr Kantor belong has not changed and amounts to 15,216,094 shares in the Company constituting about 15.34% of the share capital of the Company, which entitle to exercise 15,216,094 votes at the Company’s General Meeting of Shareholders, constituting about 15.34% of total number of votes at the Company’s General Meeting of Shareholders (Company’s current report no. 73/2013 dated 19th April 2013). All the Company’s shares controlled by Norica, Acron TrustService, Subero and Mr Kantor are currently directly owned by Norica.
As a result of the Transaction:
Prior to the Transaction:
Simultaneously, Norica notified that its subsidiaries do not hold any shares in the Company. Acron notified that its subsidiaries, other than Norica, do not hold any shares in the Company. TrustService notified that its subsidiaries, other than Norica, do not hold any shares in the Company.
Additionally, Norica, Acron and TrustService informed that with respect of each of them, there are no persons referred to in Article 87 section 1 point 3 c) of the Act on Offer.
Moreover, Norica, Acron, TrustService, Subero and Mr Kantor informed that they do not exclude within next 12 months disposition or acquisition, directly or indirectly, shares in the Company based on market, financial and other relevant factors.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 10th June 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby encloses a list of shareholders holding at least 5% of the total votes at the Extraordinary General Meeting of Shareholders convened for 3rd June 2013 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the Extraordinary General Meeting of Shareholders as well as in the total number of shares.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as the “Company”) hereby informs that on 3rd June 2013 with resolutions Nos. 3, 4 and 5 of the Extraordinary General Meeting of Shareholders, the following Members of the Company’s Supervisory Board were appointed: Mr Tomasz Klikowicz, Mr Zbigniew Paprocki and Mr Robert Kapka.
The resolutions became effective upon the date of their adoption.
The new Members of the Supervisory Board were appointed further to Article 385 § 1 of Commercial Partnerships and Companies Code as well as Article 36 of the Articles of Association, after the elections of the employees of Grupa Azoty S.A.
The above mentioned persons do not conduct any business competitive to the business of the Company, do not participate in any competitive business as partners in civil law partnerships, partnerships or as members of a body in a capital company or in any competitive legal entity. The newly appointed Members of the Supervisory Board are not entered in the Register of Insolvent Debtors run on the basis of the Act on National Court Register.
Please find enclosed the curriculum vitae of the newly appointed Members of the Supervisory Board.
The Management Board of Grupa Azoty S.A. makes available to the public resolutions adopted at the Extraordinary General Meeting of Shareholders of Grupa Azoty S.A. held on 3rd June 2013.
During the Extraordinary General Meeting a proxy of a Shareholder – the European Bank for Reconstruction and Development - submitted an application to remove point 6 of the Agenda “Adopting a resolution on dismissal a Member of the Supervisory Board” which was put on the Agenda at the request of this Shareholder. No objections were entered, the application was accepted and the Agenda of the Extraordinary General Meeting looked as follow:
Due to electronic counting of votes with the use of a computer system and further to the content of the Regulations of the General Meeting, the Extraordinary General Meeting abandoned point 5 of the Agenda, i.e. “Appointment of the Ballot Counting Committee”.
During the Extraordinary General Meeting an objection was raised against resolution No. 3 of the protocol.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 3rd May 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 27th May 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 20th May 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as the “Issuer”) hereby informs that on 17th May 2013 further to art. 160 paragraph 1 of the Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538, as amended) the Issuer received a letter from Mr Witold Szczypiński, Vice-Chairman of the Issuer’s Management Board, with information about transactions made by the above-mentioned person on the Issuer’s ordinary shares.
The transactions covered:
The notification was prepared on 17th May 2013.
Pursuant to Current Reports No. 89/2013 and 90/2013 of 7th May 2013 the Management Board of Grupa Azoty S.A. (hereinafter referred to as the “Company”) hereby informs that based on Article 401 § 1 and § 4 of Commercial Partnerships and Companies Code, further to the request filed by the Shareholder - European Bank for Reconstruction and Development (hereinafter referred to as the “Shareholder”) - to include a new point in the agenda of the Extraordinary General Meeting convened for 3rd June 2013 i.e. “Adopting resolution on dismissal a Member of the Supervisory Board”, the Management Board hereby takes a decision to expand the Agenda to include a new point 6 with the content proposed by the Shareholder (current point 6 “Adopting resolution on supplement composition of the Supervisory Board of the 9th term of office” becomes point 7 and current point 7 “Closing of the Extraordinary General Meeting of Shareholders” becomes point 8).
Considering the above, the Agenda of the Extraordinary Meeting of Shareholders of Grupa Azoty S.A., convened for 3rd June 2013 is as follows:
In the attachment the Company submits the content of the draft resolution of the new point 6 “Adopting resolution on dismissal a Member of the Supervisory Board”, as proposed by the Shareholder.
Simultaneously the Shareholder applied for voting the additional resolution in current point 6 (after the change of point 7) of the agenda “Adopting resolution on supplement composition of the Supervisory Board of the 9th term of office”, the subject of which will be the appointment of a new Member of the Supervisory Board instead of the dismissed one. In the attachment the Company submits the content of the draft resolution proposed by the Shareholder to the above-mentioned point of the agenda. The Shareholder has informed that a candidate for a new member of the Supervisory Board will be submitted during the Extraordinary General Meeting.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 13th May 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. hereby publishes draft resolutions which shall be tabled to the Extraordinary General Meeting of Grupa Azoty S.A. convened for 3rd June 2013.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as the “Company”) hereby convenes an Extraordinary General Meeting of Shareholders to be held at 12:00 on 3rd June 2013 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Grupa Azoty S.A. is 99,195,484. On 3rd June 2013 the said shares carry 99,195,484 votes.
AGENDA
Right to Attend the General Meeting
Pursuant to Article 406[1] § 1 of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 18th May 2013.In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 7th May 2013 and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 20th May 2013 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Grupa Azoty S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments. The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office in Tarnów at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 28th, 29th and 31st May 2013, between 8.00 a.m. and 3.00 p.m. Shareholders may request the list to be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by ProxyShareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons. The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend the Extraordinary General Meeting of Grupa Azoty S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33[1] of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 33[1] of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and his proxy. The Company may undertake necessary steps to identify the shareholder and his proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above. The choice of the manner to appoint the proxy rests with the shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of ShareholdersA shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 13th May 2013. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Grupy Azoty S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów Poland.
Shareholders’ Right to Submit Draft ResolutionsA shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such a submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Grupy Azoty S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Extraordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic CommunicationThe Management Board of the Company does not provide for the possibility to attend or speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to DocumentationThe full text of documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the day of calling the General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith.
Website AddressInformation on the General Meeting of Shareholders is available on our website:www.grupaazoty.com – Investor Relations/General Meetings of Shareholders.
Further to Current Report No. 81/2013 of 26th April 2013 the Management Board of Grupa Azoty S.A. (hereinafter referred to as the “Company”) based on the transcript obtained from the Register of Entrepreneurs of the National Court Register hereby informs that today Regional Court for Kraków-Śródmieście in Kraków, 12th Economic Division of the National Court Register, recorded the changes to the Company’s Articles of Association published in Current Report No. 81/2013.
The registered changes were adopted in Resolutions No. 29 and 30 of the Ordinary General Meeting of the Company on 17th April 2013.
Furthermore, the Company’s Management Board hereby makes available to the public changes to the Company’s Articles of Association:
Current wording of § 5 of the Articles of Association:
“The Company’s objects shall be:1) manufacturing basic chemicals, fertilisers and nitrogen compounds, plastics and synthetic rubber in basic forms (PKD [Polish Classification for Business Activity] 20.1),2) manufacturing plastic products (PKD 22.2),3) manufacturing other chemical products (PKD 20.5),4) manufacturing, transferring, distributing and trading in electrical energy (PKD 35.1),5) manufacturing as well as providing steam, hot water and air for air conditioning systems (PKD 35.3),6) manufacturing other special purpose machines, elsewhere unclassified (PKD 28.99.Z),7) activities within the scope of engineering and related technical support (PKD 71.12.Z),8) construction works connected with the erection of buildings (PKD 41),9) works related to the construction of civil engineering facilities (PKD 42),10) specialist construction works (PKD 43),11) activities supporting education (PKD 85.60.Z),12) non-school forms of education (85.5),13) other services, elsewhere unclassified (PKD 96.09.Z),14) scientific research and experimental development in the field of natural and technical sciences (PKD 72.1),15) wholesale on a fee or contract basis (PKD 46.1),16) other specialised wholesale (PKD 46.7),17) water intake, treatment and supply (PKD 36),18) advertising (PKD 73.1),19) market and public opinion research (PKD 73.2),20) overland and pipeline transport (PKD 49),21) storage and services supporting transport (PKD 52),22) telecommunication (PKD 61),23) real estate market services (PKD 68),24) activity within the scope of architecture and engineering as well as related technical support (PKD 71.1),25) technical research and analyses (PKD 71.2),26) management counselling (PKD 70.2),27) accounting services; tax advisory services (PKD 69.2),28) employment services (PKD 78),29) repair and maintenance of machinery (PKD 33.1),30) installation of industrial machinery, devices and equipment (PKD 33.2),31) specialist designing services (PKD 74.1),32) other professional, scientific and technical activity, elsewhere unclassified (PKD 74.9).”
New wording of § 5 of the Articles of Association:
“The Company’s objects shall be:1) manufacturing basic chemicals, fertilisers and nitrogen compounds, plastics and synthetic rubber in basic forms (PKD [Polish Classification for Business Activity] 20.1),2) manufacturing plastic products (PKD 22.2),3) manufacturing other chemical products (PKD 20.5),4) manufacturing, transferring, distributing and trading in electrical energy (PKD 35.1),5) manufacturing as well as providing steam, hot water and air for air conditioning systems (PKD 35.3),6) manufacturing other special purpose machines, elsewhere unclassified (PKD 28.99.Z),7) activities within the scope of engineering and related technical support (PKD 71.12.Z),8) construction works connected with the erection of buildings (PKD 41),9) works related to the construction of civil engineering facilities (PKD 42),10) specialist construction works (PKD 43),11) activities supporting education (PKD 85.60.Z),12) non-school forms of education (85.5),13) other services, elsewhere unclassified (PKD 96.09.Z),14) scientific research and experimental development in the field of natural and technical sciences (PKD 72.1),15) wholesale on a fee or contract basis (PKD 46.1),16) other specialised wholesale (PKD 46.7),17) water intake, treatment and supply (PKD 36),18) advertising (PKD 73.1),19) market and public opinion research (PKD 73.2),20) overland and pipeline transport (PKD 49),21) storage and services supporting transport (PKD 52),22) telecommunication (PKD 61),23) real estate market services (PKD 68),24) activity within the scope of architecture and engineering as well as related technical support (PKD 71.1),25) technical research and analyses (PKD 71.2),26) management counselling (PKD 70.2),27) accounting services; tax advisory services (PKD 69.2),28) employment services (PKD 78),29) repair and maintenance of machinery (PKD 33.1),30) installation of industrial machinery, devices and equipment (PKD 33.2),31) specialist designing services (PKD 74.1),32) other professional, scientific and technical activity, elsewhere unclassified (PKD 74.9)33) activities relating to software and IT consultancy as well as related activities (PKD 62),34) services in the field of information (PKD 63),35) repairs and maintenance of computers and communication equipment (PKD 95.1).”
Current wording of § 23 section 1 of the Articles of Association:
“1. The Company’s Management Board shall be composed of 1 to 6 persons, including the Chairperson, Vice-Chairpersons and other Members of the Management Board. The number of Members shall be established by the authority appointing the Management Board.”
New wording of § 23 section 1 of the Articles of Association:
”1. The Company’s Management Board shall be composed of not more than 9 persons, including the Chairperson, Vice-Chairpersons and other Members of the Management Board. The number of Members shall be established by the authority appointing the Management Board.”
Further to Current Report No. 19/2013 dated 24th January 2013, the Management Board of Grupa Azoty S.A. hereby provides information on the final cost of issuing 35,080,040 ordinary bearer shares of D series in the public offer (hereinafter referred to as the “Offer”).
The total cost of the Offer amounted to 11,153,935.52 PLN including:
The method of settlement in the books and the way of presenting in the financial statement: costs of issuing the Shares of D Series, income tax adjusted, shall reduce the capital from issuing the shares over their nominal value created from the surplus of the share issue price over their nominal value up to the amount of the capital. Any surplus of the issue costs over the capital from issuing the shares over their nominal value shall be referred to the Profit and Loss Account.
The average cost of issuing the Shares of C Series per share covered by the subscription amounted to 0.32 PLN.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
• on 29th April 2013 acquisition of 400 shares in the Company for an average price of 59.16 PLN per share, • on 29th April 2013 disposal of 500 shares in the Company for an average price of 59.50 PLN per share, • on 30th April 2013 acquisition of 1092 shares in the Company for an average price of 58.82 PLN per share,• on 30th April 2013 disposal of 1092 shares in the Company for an average price of 58.65 PLN per share,• on 2nd May 2013 acquisition of 1020 shares in the Company for an average price of 60.00 PLN per share,• on 2nd May 2013 disposal of 519 shares in the Company for an average price of 60.00 PLN per share.
Notification was prepared on 6th May 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
Further to Current Report No. 84/2013 of 29th April 2013, regarding the dismissal and appointment of the Company’s Members of the Management Board, the Management Board of Grupa Azoty S.A. (hereinafter referred to as the “Company”) hereby encloses the curricula vitae of Mr Paweł Jarczewski, the newly appointed Chairman of the Company’s Management Board.
Simultaneously, the Company’s Management Board informs that Mr Paweł Jarczewski, the newly appointed Chairman of the Company’s Management Board, submitted a statement according to which his activities undertaken outside the Company are not competitive to the Company’s operations as well as he does not participate in any competitive companies as a partner in partnerships or as a member of bodies in capital groups and he does not participate in other competitive legal entities as a member of their bodies.
The statement received by the Company also contains a declaration of the newly appointed Chairman of the Management Board that he is not registered in the Insolvent Debtors Register kept pursuant to the Act on the National Court Register.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as the “Company”) hereby informs that on 29th April 2013 the Company’s Supervisory Board:
Further to Current Reports No. 22/2013 of 29th January 2013 the Management Board of Grupa Azoty S.A. (previously: Zakłady Azotowe w Tarnowie - Mościcach S.A., hereinafter referred to as: „the Company”, „Grupa Azoty”) hereby informs that the publication date of the periodical report for the first quarter of 2013 has been changed. The report will be submitted on 9th May 2013 instead of 15th May 2013. Considering the above, the Management Board of the Company hereby again notifies of the publication dates of periodical reports in the financial year 2013:
1. Quarterly reports:
2. Half-yearly reports:
At the same time the Management Board states that according to § 83, paragraph 1 of the Ordinance of Minister of Finance dated 19th February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes), the Company will not publish a separate quarterly reports. The consolidated quarterly report will include quarterly financial information.
Furthermore, the Management Board informs that the Company will not publish a quarterly report and consolidated quarterly report for Q2 2013 according to the regulation § 101, paragraph 2 of the Ordinance.
The Company will not publish a separate half-yearly report according to § 83, paragraph 3 of the Ordinance, either.
The Management Board of Grupa Azoty S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 29th April 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (previously Zakłady Azotowe w Tarnowie-Mościcach S.A., hereinafter referred to as the “Company”), acting pursuant to § 38 section 1 point 2 of the Ordinance of the Minister of Finance dated 19th February 2009 on current and periodic information to be published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state, further to the approval of a consolidated text of the Company’s Articles of Association (hereinafter referred to as the “Articles of Association”) by the Supervisory Board on 26th April 2013 covering the changes introduced to the Articles of Association by Resolutions No. 29 and 30 of the Ordinary General Meeting of 17th April 2013, hereby submits in a form of an attachment the full text of the Company’s Articles of Association.
The consolidated text of the Company’s Articles of Association becomes effective on the date of adopting the resolution by the Supervisory Board and starts to be legally binding from registering it at w the National Court Register.
The Company’s Management Board makes available to the public changes in the content of the Company’s Articles of Association:
Current wording of § 5 of the Articles of Association:
“The Company’s objects shall be:1) manufacturing basic chemicals, fertilisers and nitrogen compounds, plastics and synthetic rubber in basic forms (PKD [Polish Classification for Business Activity] 20.1),2) manufacturing plastic products (PKD 22.2),3) manufacturing other chemical products (PKD 20.5),4) manufacturing, transferring, distributing and trading in electrical energy (PKD 35.1),5) manufacturing as well as providing steam, hot water and air for air conditioning systems (PKD 35.3),6) manufacturing other special purpose machines, elsewhere unclassified (PKD 28.99.Z),7) activities within the scope of engineering and related technical support (PKD 71.12.Z),8) construction works connected with the erection of buildings (PKD 41),9) works related to the construction of civil engineering facilities (PKD 42),10) specialist construction works (PKD 43),11) activities supporting education (PKD 85.60.Z),12) non-school forms of education (85.5),13) other services, elsewhere unclassified (PKD 96.09.Z),14) scientific research and experimental development in the field of natural and technical sciences (PKD 72.1),15) wholesale on a fee or contract basis (PKD 46.1),16) other specialised wholesale (PKD 46.7),17) water intake, treatment and supply (PKD 36),18) advertising (PKD 73.1),19) market and public opinion research (PKD 73.2),20) overland and pipeline transport (PKD 49),21) storage and services supporting transport (PKD 52),22) telecommunication (PKD 61),23) real estate market services (PKD 68),24) activity within the scope of architecture and engineering as well as related technical support (PKD 71.1),25) technical research and analyses (PKD 71.2),26) management counselling (PKD 70.2),27) accounting services; tax advisory services (PKD 69.2),28) employment services (PKD 78),29) repair and maintenance of machinery (PKD 33.1),30) installation of industrial machinery, devices and equipment (PKD 33.2),31) specialist designing services (PKD 74.1),32) other professional, scientific and technical activity, elsewhere unclassified (PKD 74.9).”
New wording of § 5 of the Articles of Association: “The Company’s objects shall be:1) manufacturing basic chemicals, fertilisers and nitrogen compounds, plastics and synthetic rubber in basic forms (PKD [Polish Classification for Business Activity] 20.1),2) manufacturing plastic products (PKD 22.2),3) manufacturing other chemical products (PKD 20.5),4) manufacturing, transferring, distributing and trading in electrical energy (PKD 35.1),5) manufacturing as well as providing steam, hot water and air for air conditioning systems (PKD 35.3),6) manufacturing other special purpose machines, elsewhere unclassified (PKD 28.99.Z),7) activities within the scope of engineering and related technical support (PKD 71.12.Z),8) construction works connected with the erection of buildings (PKD 41),9) works related to the construction of civil engineering facilities (PKD 42),10) specialist construction works (PKD 43),11) activities supporting education (PKD 85.60.Z),12) non-school forms of education (85.5),13) other services, elsewhere unclassified (PKD 96.09.Z),14) scientific research and experimental development in the field of natural and technical sciences (PKD 72.1),15) wholesale on a fee or contract basis (PKD 46.1),16) other specialised wholesale (PKD 46.7),17) water intake, treatment and supply (PKD 36),18) advertising (PKD 73.1),19) market and public opinion research (PKD 73.2),20) overland and pipeline transport (PKD 49),21) storage and services supporting transport (PKD 52),22) telecommunication (PKD 61),23) real estate market services (PKD 68),24) activity within the scope of architecture and engineering as well as related technical support (PKD 71.1),25) technical research and analyses (PKD 71.2),26) management counselling (PKD 70.2),27) accounting services; tax advisory services (PKD 69.2),28) employment services (PKD 78),29) repair and maintenance of machinery (PKD 33.1),30) installation of industrial machinery, devices and equipment (PKD 33.2),31) specialist designing services (PKD 74.1),32) other professional, scientific and technical activity, elsewhere unclassified (PKD 74.9)33) activities relating to software and IT consultancy as well as related activities (PKD 62),34) services in the field of information (PKD 63),35) repairs and maintenance of computers and communication equipment (PKD 95.1).”
Current wording of § 23 section 1 of the Articles of Association:
“1. The Company’s Management Board shall be composed of 1 to 6 persons, including the Chairperson, Vice-Chairpersons and other Members of the Management Board. The number of Members shall be established by the authority appointing the Management Board.”
New wording of § 23 section 1 of the Articles of Association:
”1. The Company’s Management Board shall be composed of not more than 9 persons, including the Chairperson, Vice-Chairpersons and other Members of the Management Board. The number of Members shall be established by the authority appointing the Management Board.”
The Management Board of Grupa Azoty S.A. (previously: Zakłady Azotowe w Tarnowie-Mościcach S.A., hereinafter referred to as “the Company”) hereby informs that on 24th April 2013 it received information of 24th April 2013, passed by the Ministry of State Treasury prepared pursuant to Article 69.1.2, pursuant to Article 69.4 of the Act of 29th July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies.
According to the information, on 18th and 19th April 2013 the State Treasury of the Republic of Poland (hereinafter referred to as the “State Treasury”) disposed of the shares in the Company and as a result it decreased its participation in the total number of votes to below 33% of the total number of votes. The shares in the Company were acquired through block transactions. The settlement of the transactions took place on 23rd April 2013.
Before the share disposal the State Treasury held 44,764,617 shares in the Company and the same number of votes carried by the said shares, representing respectively 45.13% in the Company’s share capital and in the total number of votes.
In the above-mentioned transaction the State Treasury disposed of 12,030,108 shares in the Company and as at the day of the above-mentioned transactions it holds 32,734,509 shares in the Company and the same number of votes carried by the said shares, representing respectively 32.99999927% in the Company’s share capital and in the total number of votes.
The Management Board of Grupa Azoty S.A. (previously Zakłady Azotowe w Tarnowie-Mościcach S.A., hereinafter referred to as “the Company”) informs that on 24th April 2013 it received the information of 24th April 2013 passed by Towarzystwo Funduszy Inwestycyjnych PZU S.A. (hereinafter referred to as “TFI PZU”) acting in the name and on behalf of the managed investment funds:
1) PZU Fundusz Inwestycyjny Otwarty Parasolowy,2) PZU Specjalistyczny Fundusz Inwestycyjny Otwarty Globalnych Inwestycji,3) PZU Fundusz Inwestycyjny Zamknięty Akcji,4) PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2,
(hereinafter referred to as “Fundusze TFI PZU”)
prepared pursuant to Article 69a section 1 point 1 and Article 87 section 1 point 2 of the Act of 29th July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies.
In accordance with the information as a result of the share purchase transaction of 18th April 2013 in the total number of 4,950,000 shares, the share of Fundusze TFI PZU in the total number of votes during the General Meeting of the Company reached over 5%.
The total number of shares held before the share change: 3,739,591The percentage share in the capital of the Company: 3.77%The total number of votes from shares: 3,739,591The percentage share in the total number of votes: 3.77%
The total number of shares held after the change: 8,689,591The percentage share in the capital of the Company: 8.76%The number of votes from shares: 8,689,591The percentage share in the total number of votes: 8.76%
Simultaneously, it was informed that TFI PZU SA, as the managing entity, can exercise in the name of Fundusze TFI PZU the voting right during the General Meeting of the Company.
The Management Board of Grupa Azoty S.A. hereby informs that on 24th April 2013 further to art. 160 paragraph 1 of the Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to a Member of the Supervisory Board.
The above-mentioned notification indicates that a person closely related to a Member of the Supervisory Board on 18th April 2013 acquired in total 4,950,000 shares in the Company for the price 52.00 PLN per share, as a result of two block out-of-the session transactions (the first one 2,185,000 shares and the second one 2,765,000 shares) conducted on the Warsaw Stock Exchange.
The notification was prepared on 24th April 2013.
The person required to provide the above-mentioned information has not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Grupa Azoty S.A. (previously Zakłady Azotowe w Tarnowie-Mościcach S.A., hereinafter referred to as “the Company”) hereby encloses answers to the questions asked the Management Board pursuant to Article 428 § 1 of the Code of Commercial Companies during the Ordinary General Meeting on 17th April 2013
The Management Board of Grupa Azoty S.A. (previously: Zakłady Azotowe w Tarnowie-Mościcach S.A., hereinafter referred to as the “Company”) hereby informs that on 24th April 2013 it received information dated 23rd April 2013 passed by the European Bank for Reconstruction and Development with its registered office in London, United Kingdom (hereinafter referred to as the “Bank”), prepared pursuant to Article 69.1.1 of the Act of 29th July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (hereinafter referred to as the “Act”).
According to the information, as a result of acquiring 5,700,000 shares in the Company, the Bank has exceeded 5% of the total number of votes in the Company.
The acquisition of 5,700,000 shares in the Company, representing 5.75% of the Company’s share capital and 5.75% of the total number of votes at the Company’s General Meeting took place on 23rd April 2013 as a result of settling block transactions.
The acquisition of shares in the Company by the Bank is a result of transaction of acquiring the Company’s shares within a block transaction concluded on 18th April 2013 (hereinafter referred to as the “Transaction”).
Before the transaction the Bank did not hold any shares or votes in the Company.
After the Transaction the Bank holds 5,700,000 shares in the Company, constituting 5.75% of the Company’s share capital and representing 5,700,000 votes, constituting 5.75% of the total number of votes at the Company’s General Meeting. Simultaneously, the Bank informed that it is not a part of any capital group in the meaning of the Act and does not have any subsidiaries. The Bank did not conclude any agreements with any third parties which would cover transferring its entitlement to exercise the voting rights from other shares in the Company.
According to Current Report No. 54/2013 of 27th March 2013 the Management Board of Grupa Azoty Spółka Akcyjna (previously Zakłady Azotowe w Tarnowie-Mościcach S.A., hereinafter reffered to as: „the Company”) based on the transcript obtained from the Register of Entrepreneurs of the National Court Register hereby informs that today Regional Court for Kraków-Śródmieście in Kraków, 12th Economic Division of the National Court Register, noted the changes to the Company’s Articles of Association published in Current Report No. 54/2013.
The registered changes were adopted in Resolutions No. 4,6,9 and 10 of the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. on 15th March 2013.
Furthermore, the Company’s Management Board hereby makes available to the public changes to the Company’s Articles of Association:
Current wording of § 1 of the Articles of Association:„1. The Company shall operate under the business name of “Zakłady Azotowe w Tarnowie-Mościcach Spółka Akcyjna”.2. The Company may use the abbreviated name of “Zakłady Azotowe w Tarnowie-Mościcach S.A.” and a distinctive logo.3. The Company may use the name ”Azoty Tarnów‟ for commercial and marketing purposes.”
New wording of § 1 of the Articles of Association: “1. The Company shall operate under the business name of “Grupa Azoty Spółka Akcyjna”.2. The Company may use the abbreviated name of “Grupa Azoty S.A.”3. The Company may use the word and device trademark “Grupa Azoty” for commercial and marketing purposes.”
Current wording of § 18 of the Articles of Association:„Subject to mandatory provisions of the Code of Commercial Companies and Partnerships and provisions of the Articles of Association, resolutions of the Company’s governing bodies shall be passed with an absolute majority of the votes cast, where an absolute majority of votes means more “affirmative” votes than “negative” and “abstaining” in total”.
New wording of § 18 of the Articles of Association:„1. Subject to mandatory provisions of the Code of Commercial Companies and Partnerships and provisions of the Articles of Association, resolutions of the Company’s governing bodies shall be passed with an absolute majority of the votes cast, where an absolute majority of votes means more “affirmative” votes than “negative” and “abstaining” in total.2. In case the number of “for” votes cast by the Members of the Management Board is equal to “against” and “abstain” votes, the Chairman of the Management Board has a casting vote, while in case the number of “for” votes cast by the Members of the Supervisory Board is equal to “against” and “abstain” votes, the Chairman of the Supervisory Board has a casting vote.”
Current wording of § 47 of the Articles of Association:„1. The General Meeting of Shareholders shall adopt resolutions irrespective of the number of represented shares, unless the provisions of the Code of Commercial Companies and Partnerships and these Articles of Association specify otherwise.2. One share shall correspond to one vote at the General Meeting.3. As long as the State Treasury or Nafta Polska S.A. is the owner of the Company’s shares which entitle to at least one fifth of the total number of votes existing in the Company, the voting right of the Company’s shareholders shall be limited in that no-one of the said shareholders may cast, at the General Meeting, more than one fifth of the total number of votes existing in the Company on the day of holding the General Meeting. The limitation of the voting right referred to in the preceding sentence shall not apply to the State Treasury and Nafta Polska S.A., nor to subsidiaries of the State Treasury and Nafta Polska S.A. For the purposes of this paragraph, the performance of the voting right by the parent company within the meaning of the Act of 29 July 2005 on public offering and terms of introduction of financial instruments to an organised trading system and on public companies (“Act on Offer”) shall be deemed as the performance of the voting right by a subsidiary, with the parent company and the subsidiary understood also as each entity whose votes resulting from the Company’s shares owned directly or indirectly, respectively, are subject to accumulation with the votes of another entity or entities under principles specified in the Act on Offer in connection with owning, disposing of or acquiring major packages of Company’s shares. A shareholder whose voting right has been limited shall retain the right to cast at least one vote in any case.”
New wording of § 47 of the Articles of Association:„The General Meeting of Shareholders shall adopt resolutions irrespective of the number of represented shares, unless the provisions of the Code of Commercial Companies and Partnerships and these Articles of Association specify otherwise.2. Subject to sections 3-7 below, one share carries the right to one vote at the General Meeting.1. As long as the State Treasury or subsidiaries of the State Treasury are owners of the Company’s shares which entitle to at least one fifth of the total number of votes existing in the Company, the voting right of the Company’s shareholders shall be limited in that no-one of the said shareholders may cast, at the General Meeting, more than one fifth of the total number of votes existing in the Company on the day of holding the General Meeting. The limitation of the voting right referred to in the preceding sentence shall not apply to the State Treasury or to subsidiaries of the State Treasury. For the purposes of this paragraph, the performance of the voting right by the parent company within the meaning of the Act of 29 July 2005 on public offering and terms of introduction of financial instruments to an organised trading system and on public companies (“Act on Offer”) shall be deemed as the performance of the voting right by a subsidiary, with the parent company and the subsidiary understood also as each entity whose votes resulting from the Company’s shares owned directly or indirectly, respectively, are subject to accumulation with the votes of another entity or entities under principles specified in the Act on Offer in connection with owning, disposing of or acquiring major packages of Company’s shares. A shareholder whose voting right has been limited shall retain the right to cast at least one vote in any case.2. Subject to sec. 3 above, for the purposes of this paragraph, parent and subsidiary are also understood to include the following:
1) an entity having the status of a parent company, subsidiary or simultaneously parent and subsidiary within the meaning of the Competition and Consumer Protection Act of 16 February 2007, or2) an entity having the status of a parent company, indirect parent company, subsidiary, indirect subsidiary, jointly controlled entity or simultaneously having the status of a parent company (including indirect parent company) and subsidiary (including indirect subsidiary and jointly controlled entity) within the meaning of the Accounting Act of 29 September 1994, or3) an entity which has (parent company) or is subject to (subsidiary) significant influence within the meaning of the Act of 22 September 2006 on Transparency of Financial Relations between Public Authorities and Public Enterprises and on the Financial Transparency of Certain Enterprises.
3. Within the meaning of this paragraph, a shareholder is understood as any person, including its parent company and subsidiary, which directly or indirectly carries the right to vote at the General Meeting on the basis of any legal title; this also relates to persons not holding any shares in the Company, and particularly usufructaries, lienors and persons authorised to participate in the General Meeting despite having disposed of their shareholding after the record date for the General Meeting. 4. Shareholders whose voting rights are subject to aggregation and reduction in accordance with this paragraph are collectively referred to as a Shareholding Group. Aggregation of voting rights means the addition of all voting rights held by the shareholders belonging to the Shareholding Group. Reduction of voting rights means reduction of the total number of voting rights at the Company’s General Meeting held by shareholders belonging to the Shareholding Group. The reduction of voting rights is performed in accordance with the following principles:
1) the number of voting rights held by a shareholder with the highest number of voting rights at the Company’s General Meeting from amongst the shareholders belonging to the Shareholding Group is subject to reduction by a number of voting rights equalling the excess of voting rights collectively held by the shareholders belonging to the Shareholding Group over one fifth of the total number of voting rights at the Company’s General Meeting, 3) if, despite the reduction described in point 1) above, the total number of voting rights at the Company’s General Meeting collectively held by the shareholders belonging to the Shareholding Group exceeds the threshold described in sec. 3 of this paragraph, further reduction of voting rights of other shareholders belonging to the Shareholding Group shall take place in the order determined by the number of voting rights at the Company’s General Meeting held by the shareholders belonging to the Shareholding Group (from the largest number of voting rights to the smallest). Further reduction of voting rights shall take place until the total number of voting rights at the Company’s General Meeting held by the shareholders belonging to the Shareholding Group does not exceed one fifth of the total number of voting rights at the Company’s General Meeting,3) such a limitation on exercise of the right to vote shall also apply to shareholders absent from the General Meeting.
7. In the event of doubts arising in connection with this paragraph, its content should be interpreted in accordance with art. 65 § 2 of the Act of 23 April 1964, the Polish Civil Code.”
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 22th April 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as the “Company”) hereby informs that on 18th April 2013 it received information passed by Norica Holding S.à.r.l., with its registered seat in Luxembourg (hereinafter referred to as “Norica”), acting on its own behalf and acting as an attorney-in-fact of:
prepared pursuant to Article 69a section 1 point 3 of the Act of 29th July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (hereinafter referred to as the “Act on Offer”).
According to the passed information, as a result of a number of the share purchase transactions executed on 15th April outside the regulated market concerning the Company’s shares (hereinafter referred to as the “Transactions”), Norica acquired 1,670,000 of shares in the Company, representing about 1.684% of the total number of shares in the Company, which entitle to exercise 1,670,000 votes at the Company’s General Meeting, constituting about 1.684% of total number of votes at the Company’s General Meeting and, as a result, the total number of shares and votes in the Company controlled by Norica’s indirect dominant entities, i.e. Subero and Mr Kantor, have exceeded the 15% threshold of the total number of votes at the Company’s General Meeting of Shareholders.
As a result of the Transactions:1. Subero (dominant entity of JSC Acron, joint stock company with its registered seat in Veliky Novgorod, Russia (hereinafter referred to as “Acron”), where Acron is a dominant entity of TrustService Limited Liability Company with its registered seat in Veliky Novgorod, Russia (hereinafter referred to as “TrustService”) and where TrustService is a dominant entity of Norica) indirectly, through its controlled entities Norica (Norica holds 14,449,938 shares in the Company, constituting about 14.567% of the total number of shares in the Company, which entitle to exercise 14,449,938 votes at the Company’s General Meeting, constituting about 14.567% of total number of votes at the Company’s General Meeting) and Cliffstone Holdings Limited, a company with its registered seat in Nicosia, Cyprus (hereinafter referred to as “Cliffstone”) (Cliffstone holds 766,156 shares in the Company constituting 0.77% of the total number of votes at the General Meeting entitling to exercise 766,156 votes at the Company’s General Meeting, constituting 0.77% of total number of votes at the Company’s General Meeting of Shareholders), exceeded the 15% threshold of the total number of votes at the Company’s General Meeting and currently holds 15,216,094 shares in the Company constituting about 15.334% of the total number of shares in the Company entitling to exercise 15,216,094 votes at the Company’s General Meeting, constituting about 15.334% of total number of votes at the Company’s General Meeting.
2. Mr Kantor, a dominant entity of Subero, indirectly, through its controlled entity Norica and Cliffstone (controlled by Mr Kantor’s controlled entity Subero) exceeded the 15% threshold of the total number of votes at the Company’s General Meeting and currently holds 15,216,094 shares in the Company constituting about 15.334% of the total number of shares in the Company, which entitle to exercise 15,216,094 votes at the Company’s General Meeting, constituting about 15.334% of total number of votes at the Company’s General Meeting of Shareholders.
Prior to the Transactions:
1. Subero, a dominant entity of Acron, indirectly, through its controlled entities Cliffstone and Norica (before the Transactions Norica held 12,779,938 shares in the Company, constituting about 12.884% of the total number of shares in the Company, which entitled to exercise 12,779,938 votes at the Company’s General Meeting and constituted about 12.884% of total number of votes at the Company’s General Meeting) held in total 13,546,094 shares in the Company constituting about 13.656% of the total number of shares in the Company, which entitled to exercise 13,546,094 votes at the Company’s General Meeting and constituted about 13.656% of total number of votes at the Company’s General Meeting.
2. Mr Kantor, a dominant entity of Subero, indirectly, through his controlled entities Norica and Cliffstone (controlled by Mr Kantor’s controlled entity Subero) held 13,546,094 shares in the Company constituting about 13.656% of the total number of shares in the Company, which entitled to exercise 13,546,094 votes at the Company’s General Meeting of Shareholders and constituted about 13.656% of total number of votes at the Company’s General Meeting.
Mr Kantor notified that his subsidiaries, other than Norica and Cliffstone, do not hold any shares in the Company.Subero notified that its subsidiaries, other than Norica and Cliffstone, do not hold any shares in the Company. Additionally, Mr Kantor and Subero informed that, with respect of each of them, there are no persons or entities referred to in Article 87 section 1 point 3 c) of the Act dated 29 July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (Journal of Laws dated 2009, No. 185, item 1439, as amended).
Additionally, it was stated that the intention and aim with respect to the acquisition of additional shares in the Company, as indicated in the notification of 12th April, 2013 (the Company’s Current Report no. 65/2013 dated 13th of April 2013) have not changed.
Further to Current Report No. 68/2013 of 17th April 2013, regarding the appointment of the Supervisory Board Members for the 9th term of office, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as the “Company”) hereby encloses the curricula vitae of the newly appointed Members of the Company’s Supervisory Board of the 9th term of office.
Simultaneously the Company’s Management Board informs that the newly appointed Chairwoman, Ms Monika Kacprzyk-Wojdyga, as well as Members of the Supervisory Board – Ms Ewa Lis, Mr Artur Kucharski, Mr Marek Mroczkowski, Mr Jacek Obłękowski and Mr Ryszard Trepczyński submitted statements according to which their activities undertaken outside Zakłady Azotowe w Tarnowie-Mościcach S.A. are not competitive to the Company’s operations as well as they do not participate in any competitive companies as partners in partnerships or as members of bodies in capital groups and they do not participate in other competitive legal entities as members of their bodies.
The statements received by the Company also contain declarations of the newly appointed Members of the Supervisory Board and of the Chairwoman of the Supervisory Board that none of the persons is registered in the Insolvent Debtors Register kept pursuant to the Act on the National Court Register.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Company”) announces that it has received information regarding publication by the Ministry of Treasury (the “State Treasury”) and the European Bank for Reconstruction and Development (the “EBRD”) of announcements containing details of a decision taken by the State Treasury to sell a stake in the Company constituting 12.13% of the Company’s existing share capital and total voting rights, through an accelerated book-building process (the “ABB process”). As a result of the ABB process and assuming that all shares offered by the State Treasury are sold, the State Treasury’s shareholding in the Company (and number of voting rights) will fall to no more than 33% of share capital and total voting rights in the Company.
Furthermore, the EBRD has announced its acquisition of shares constituting 5.75% of share capital and voting rights in the Company for a total price of PLN 296.4 million (EUR 72.1 million). The investment was made following the ABB process. The EBRD has agreed to a 12-month lock-up period and has given the State Treasury a pre-emptive right to the Company’s shares. The majority of investors participating in the ABB process offered similar entitlements to the State Treasury.
The full Ministry and EBRD announcements are available online at http://msp.gov.pl/portal/pl/29/25522/EBOiR_w_akcjonariacie_ZAT.html and the EBRD website: http://www.ebrd.com/pages/project/psd/2013/44810.shtml.
This information has be drafted in accordance with art. 56, sec. 1 of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introduction of Financial Instruments to an Organised System of Trading and on Public Companies. It is intended for information purposes only and in no instance constitutes an offer for purchase, or information made available in order to directly or indirectly promote the purchase or directly or indirectly solicit the purchase, of Zakłady Azotowe w Tarnowie-Mościcach S.A. securities.
This information is not intended for direct or indirect distribution in or into the United States of America or any other jurisdiction where communication of the information contained herein is restricted or prohibited by law. The securities referred to herein have not been and shall not be registered under the U.S. Securities Act of 1933 and may not be offered or sold within the United States of America, except in a transaction not subject to the registration requirements of the U.S. Securities Act of 1933 or pursuant to an exemption from such registration requirements.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby encloses a list of shareholders holding at least 5% of the total votes at the Ordinary General Meeting of Shareholders convened for 17th April 2013 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the Ordinary General Meeting of Shareholders as well as in the total number of shares.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. makes available to the public resolutions adopted at the Ordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 17th April 2013.
Drafts of adopted resolutions Nos. 6 and 30 were submitted during the Ordinary General Meeting by a Proxy of the Company’s Shareholder – the State Treasury.
Due to electronic counting of votes with the use of a computer system and further to the content of the Regulations of the General Meeting, the Ordinary General Meeting abandoned point 5 of the Agenda, i.e. “Appointment of the Ballot Counting Committee”.
No objections were entered to the minutes during the session of the Ordinary General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as the “Company”) hereby informs that on 17th April 2013 the Company’s Ordinary General Meeting appointed the Chairwoman and Members of the Company’s Supervisory Board for the 9th term of office.
Ms Monika Kacprzyk-Wojdyga, the Chairwoman of the Supervisory Board in the previous term, was elected for another term of office. The Ordinary General Meeting of Shareholders appointed new Members of the Company’s Supervisory Board:
Mr Artur KucharskiMr Marek MroczkowskiMr Jacek ObłękowskiMr Ryszard Trepczyński
The resolutions regarding the appointment of Members of the Company’s Supervisory Board for the 9th term of office became effective upon the date of their adoption.
Simultaneously, acting pursuant to § 16 sec. 2 of the Company’s Articles of Association, the Minister of State Treasury, with a letter of 16th April 2013 received by the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. on 17 April 2013, appointed as of 17th April 2013 Ms Ewa Lis a Member of the Supervisory Board for the 9th term of office. Ms Ewa Lis was a Member of the Supervisory Board also during the previous term of office.
The curricula vitae of the Members of the Supervisory Board of the 9th term of office will be submitted to the public immediately after their completion.
Further to Current Report No. 50/2013 of 19th March 2013 and Current Report No. 55/2013 of 27th March 2013, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 17th April 2012 the Company’s Ordinary General Meeting took a resolution about the distribution of the profit for the year 2012.
1. The amount allotted for the dividend payment: 148,793,226 PLN.2. Dividend value per share: 1.50 PLN.3. The dividend covers all shares in the Company, i.e. 99,195,484 shares 4. Dividend record date: 22nd April 2013.5. The date of 24th May 2013 shall be the dividend payment day.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 15th April 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as the “Company”) hereby informs that on 12th April 2013 it received information dated 12th April 2013 passed by Norica Holding S.à.r.l., with its registered office in Luxembourg (hereinafter referred to as “Norica”), acting on its own behalf and acting as an attorney-in-fact of:
prepared pursuant to Article 69.1.1 and 5 and Article 69a.1.3 of the Act of 29th July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (hereinafter referred to as the “Act on Offer”).
According to the information, as a result of a number of the share purchase transactions executed on 9th and 10th April 2013 on and outside the regulated market, Norica acquired 2,165,092 Company’s shares, representing about 2.183% of the total number of shares in the Company and entitling to exercise 2,165,092 votes at the Company’s General Meeting of Shareholders, constituting about 2.183% of the total number of votes at the Company’s General Meeting of Shareholders, and, as a result, the total amount of shares and votes in the Company possessed by Norica has increased.
Before the Transactions Norica held 10,614,846 shares, constituting about 10.7% of the total number of the shares in the Company, which entitled to exercise 10,614,846 votes at the Company’s General Meeting of Shareholders, constituting about 10.7% of the total number of votes at the Company’s General Meeting of Shareholders.
After the Transactions Norica holds 12,779,938 shares, constituting about 12.884% of the total number of the shares in the Company, which entitle to exercise 12,779,938 votes at the Company’s General Meeting of Shareholders and constituting about 12.884% of the total number of votes at the Company’s General Meeting of Shareholders.
Simultaneously, as a result of the Transactions:
Prior to the Transactions:
Mr Kantor notified that his subsidiaries, other than Norica and Cliffstone, do not hold any shares in the Company.
Subero notified that its subsidiaries, other than Norica and Cliffstone, do not hold any shares in the Company.
Acron notified that its subsidiaries, other than Norica, do not hold any shares in the Company.
TrustService notified that its subsidiaries, other than Norica, do not hold any shares in the Company.
Norica notified that its subsidiaries do not hold any shares in the Company.
Additionally, Mr Kantor, Subero, Norica, Acron and Trust Service informed that, with respect to each of them, there are no persons or entities referred to in Article 87.1.3c of the Act on Offer.
Additionally, Mr Kantor, Subero, Norica, Acron and Trust Service informed that from 9th April 2013 intended to acquire (directly or indirectly) additional shares in the Company (representing additional votes at the Company’s General Meeting of Shareholders) within the next 12 months with the aim to increase the total amount of shares and votes in the Company controlled by them and to strengthen their position a minority shareholder of the Company. The acquisition of additional shares (as well as potential dates and amounts of acquired shares) in the Company will depend on the market price of the Company’s shares, general market conditions and financial condition of the respective acquirers.
With reference to current report no. 63/2013 of 9 April 2012, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Offeror”) announces that a transaction was executed yesterday to acquire shares in Grupa Azoty Zakłady Azotowe Puławy S.A. (“ZA Puławy”) under a tender offer to purchase 3 114 891 shares, carrying 16.3% of voting rights at the company’s general meeting, as announced on 19 February 2013 (current report no. 37/2013) (the “Tender Offer”). The Tender Offer was announced under the Offeror’s fulfilment of its obligation to submit a tender offer for all remaining shares in ZA Puławy pursuant to art. 74, sec. 2 of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introduction of Financial Instruments to an Organised System of Trading and on Public Companies (consolidated text: Polish Journal of Laws of 2009, no. 185, item 1439), in connection with the fact that the Offeror had exceeded the 66% threshold of voting rights at ZA Puławy’s general meeting as a result of settling its series D share issue.
The above acquisition concerned all ZA Puławy shares under subscriptions submitted in response to the Tender Offer, i.e. 2 329 357 shares in ZA Puławy representing 12.19% of ZA Puławy’s share capital and carrying 2 329 357, or 12.19%, voting at the company’s general meeting (the “Shares”). The Shares were acquired by the Offeror for PLN 110 per share, bringing the transaction value to PLN 308 872 738.20. The Shares are admitted to trading on the regulated market managed by the Warsaw Stock Exchange.
Before announcing the Tender Offer, the Offeror held 16 000 109 shares in ZA Puławy, constituting 83.7% of its share capital and carrying 16 000 109, or 83.7%, voting rights at its general meeting.
As a result of acquiring the above shares, the Offeror now holds 18 329 466 shares in ZA Puławy, totalling 95.89% of its share capital and carrying 18 329 466, or 95.89%, voting rights at its general meeting.
The Offeror does not rule out withdrawing ZA Puławy shares from trading on the regulated market over the next 12 months.
The Offeror’s subsidiaries do not hold shares in ZA Puławy.
Legal noticeThis announcement does not constitute an offer or a proposal to subscribe for the purchase or sale of any securities, or a recommendation regarding any securities. The only legally binding document relating to the Tender Offer is the Tender Offer announcement (together with all amendments), published by the Management Board on 19 February 2013 with the intermediation of UniCredit CAIB Poland S.A. based in Warsaw, and PKO BO SA Branch – DM PKO BP in Warsaw.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. with its registered office in Tarnów, Poland (the ”Bidder”) hereby informs that 8th April 2013 was the last day of subscribing to the sale of shares in Grupa Azoty Zakłady Azotowe „Puławy” S.A. (”ZA Puławy”) under the public tender offer announced by the Bidder on 19th February 2013 (the “Public Tender Offer”). According to the information the Bidder received from UniCredit CAIB Poland S.A. with its registered office in Warsaw, Poland and from Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Bank Polski (Brokerage House) with its registered office in Warsaw, Poland, acting as intermediaries in the Public Tender Offer, the Public Tender Offer was answered by subscriptions for the sale of 2,329,357 shares, representing 12.19% of ZA Puławy share capital. The final number of shares acquired in the Public Tender Offer shall be confirmed after concluding the acquisition transaction which will take place by 11th April 2013.
The Public Tender Offer was announced further to the obligation of the Bidder to announce a public tender offer for the remaining shares in ZA Puławy, referred to Article 74 sec. 2 of the Act of 29th July 2005 on Public Offering and Terms of Introduction of Financial Instruments to an Organized Trading System and on Public Companies (Journal of Laws [Dz. U.] of 2009 No. 185 item 1439), as the Company had exceeded the 66% threshold of the total number of votes in ZA Puławy resulting from the settlement of the public tender offer for the Bidder’s D series shares.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 8th April 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 5th April 2013, further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Journal of Laws [Dz. U.] 2010, No. 211, item 1384 as amended) it was notified of transactions in the Company’s shares made by two persons closely related to a Member of the Company’s Supervisory Board.
The above-mentioned notification indicates that two persons closely related with a Member of the Company’s Supervisory Board on 27th March 2013 brought the Company’s Shares to the fund:
The notification was prepared on 5th April 2013.
The person required to provide the above-mentioned information has not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. ("the Company") hereby submits the list of all information defined in Article 56, section 1 of the Act on Public Offer and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies, submitted to the public by the Company in 2012.
The Management Board wishes to inform that the originals of the reports are in the company’s registered office at ul. E. Kwiatkowskiego 8, Tarnów-Mościce, Poland. Also, all the reports are available both at the company’s website: www.tarnow.grupaazoty.com and that of PAP and WSE (Warsaw Stock Exchange): www.gpwinfostrefa.pl. Simultaneously, the Management Board states that some of the information submitted to the public in 2012 may not be valid any more.
Further to Current Report No. 57/2012 of 15th August 2012 (corrected with Current Report No. 57/2012/K of 24th September 2012), Current Report No. 61/2012 of 23rd August 2012 and Current Report No. 35/2013 of 15th February 2013, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 2nd April 2013 it received a decision of the District Court for Kraków-Śródmieście in Kraków, 7th Economic Division of Pledge Register about the entry into a pledge register established in favour of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (hereinafter referred to as “PKO BP”) of a registered pledge on 14,032,026 dematerialised ordinary shares, with a nominal value of 10 PLN each, in Zakłady Azotowe „Puławy” S.A. with a registered office in Puławy, Poland (hereinafter referred to as “ZA Puławy”), coded as ISIN PLZAPUL00057, with a total nominal value of 140,320,260 PLN (hereinafter referred to as “the Shares”) held by the Company.
The Shares constitute 73.41% of ZA Puławy’s share capital and entitle to exercise 14,032,026 votes (73.41% of the total number of votes) at ZA Puławy General Meeting. The Shares are admitted for trading on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) and are the Company’s long-term investment being a part of the Company’s Strategy whose aim is to create the largest Polish group operating in the fertilizer and chemical sector. The entry into the pledge register was made on 25th March 2013.
The pledge register on the Shares was made as a collateral of a loan granted to the Company based on the loan agreement of 14th August 2012, changed with the first agreement altering the credit agreement of 22nd August 2012 between the Company, PKO BP and Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as “PZU Życie”), about which the Company informed in Current Report No. 57/2012 of 15th August 2012 (corrected with Current Report No. 57/2012/K of 24th September 2012) and Current Report No. 61/2012 of 23rd August 2012 and then changed with the second agreement altering the loan agreement of 15th February 2013 concluded between the Company, PKO BP and PZU Życie, about which the Company informed in Current Report No. 35/2013 of 15th February 2013 (hereinafter referred to as the “Financing Agreement”). The highest amount of the collateral equals 1,066,500,000 PLN.
The aim of concluding the Financing Agreement was allowing the Company to:
According to the information presented in Current Report No. 35/2013 of 15th February 2013, the total engagement of PKO BP and PZU Życie by virtue of the “Financing Agreement” does not exceed the amount of 710,992,023.50 PLN.
The record value of the Shares covered with the above mentioned pledge register in the accounting books amounts to 1,547,083,029.30 PLN.
Assets which are the object of the above described registered pledge in favour of PKO BP are considered to be significant as their value exceeds 10% of the sales revenue of Grupa Azoty for the period of the last four financial quarters.
The State Treasury is a meaningful shareholder of PKO BP. Mr Jacek Obłękowski, Member of the Company’s Supervisory Board is a Vice-Chairman of the Management Board of PKO BP. Moreover, Mr Marek Mroczkowski, Member of the Company’s Supervisory Board is a Member of the Supervisory Board of PKO BP. Apart from the above, there are no other ties between the Company, its managing and supervising officers and the pledgee.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 29th March 2013 it received information passed by Norica Holding S.à.r.l., with a registered office in Luxembourg (hereinafter referred to as “Norica”), acting on its own behalf and acting as an attorney-in-fact of:
prepared pursuant to Article 69.1.1 and Article 69a.1.3 of the Act of 29th July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (hereinafter referred to as ”the Act on Offer”).
According to the information, as a result of number of the share purchase transactions executed on 26th and 27th March, 2013 on and outside the regulated market, Norica acquired 1,781,186 the Company’s shares, representing 1.796% of the Company’s share capital, which entitle to exercise 1,781,186 votes (constituting 1.796% of the total number of votes) at the Company’s General Meeting of Shareholders.
Thereby Norica has increased its total number of votes in the Company above the threshold of 10% of the total number of votes at the Company’s General Meeting of Shareholders.
Before concluding the above-mentioned transactions Norica held 8,833,660 shares in the Company constituting 8.91% of the Company’s share capital and entitling to exercise 8,833,660 votes (8.91% of the total number of votes) at the Company’s General Meeting.
After settlement of the mentioned transactions Norica holds 10,614,846 shares in the Company constituting 10.7% of the Company’s share capital and entitling to exercise 10,614,846 votes (10.7% of the total number of votes) at the Company’s General Meeting.
Simultaneously, as a result of the mentioned transactions:
Before the settlement of the mentioned transactions:
Mr Kantor notified that his subsidiaries, other than Norica and Cliffstone, do not hold any shares in the Company.
Subero notified that its subsidiaries, other than Norica and Cliffstone, do not hold any shares in the Company.
Acron notified that its subsidiaries, other than Norica, do not hold any shares in the Company.
TrustService notified that its subsidiaries, other than Norica, do not hold any shares in the Company.
Norica notified that its subsidiaries do not hold any shares in the Company.
Additionally, Mr Kantor, Subero, Norica, Acron and Trust Service informed that, with respect to each of them, there are no persons or entities referred to in Article 87.1.3c of the Act on Offer.
In the following 12 months from submitting this information to the Company by Norica, Mr Kantor, Subero, Norica, Acron and TrustService, may from time to time acquire or dispose, directly or indirectly, shares in the Company.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to “the Company”) hereby encloses answers to the questions asked the Management Board pursuant to Article 428 § 1 of the Code of Commercial Companies during the Extraordinary General Meeting on 15th March 2013
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 29th March 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
According to Current Report No. 50/2013 of 19th March 2013 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as "the Company") hereby informs that on 26th March 2013 the Company’s Supervisory Board approved the proposal of the Company’s Management Board included in the resolution of the Company’s Management Board of 19th March 2013 regarding recommendation to pay out a dividend for 2012 in the amount of PLN 101 179 393.68, i.e. PLN 1.02 per share.
The final decision on the distribution of profit for the 2012 financial year will be taken by the Company’s Ordinary General Meeting.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”), acting pursuant to § 38 section 1 point 2 of the Ordinance of the Minister of Finance dated 19th February 2009 on current and periodic information to be published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state, further to the approval of a consolidated text of the Company’s Articles of Association (“the Articles of Association”) by the Supervisory Board on 26th March 2013 covering the changes introduced to the Articles of Association by Resolutions Nos. 4, 6, 9 and 10 of the Extraordinary General Meeting of 15th March 2013, hereby submits in a form of an attachment the full text of the Company’s Articles of Association.
The consolidated text of the Company’s Articles of Association becomes effective on the date of adopting the resolution by the Supervisory Board and starts to be legally binding from registering at w the National Court Register.
The Company’s Management Board makes available to the public changes in content of the Company’s Articles of Association:
Current wording of § 1 of the Articles of Association:„1. The Company shall operate under the business name of “Zakłady Azotowe w Tarnowie-Mościcach Spółka Akcyjna”.2. The Company may use the abbreviated name of “Zakłady Azotowe w Tarnowie-Mościcach S.A.” and a distinctive logo.3. The Company may use the name ”Azoty Tarnów‟ for commercial and marketing purposes.”
New wording § 1 of the Articles of Association:“1. The Company shall operate under the business name of “Grupa Azoty Spółka Akcyjna”.2. The Company may use the abbreviated name of “Grupa Azoty S.A.”3. The Company may use the word and device trademark “Grupa Azoty” for commercial and marketing purposes.”
Current wording of § 18 of the Articles of Association:“Subject to mandatory provisions of the Code of Commercial Companies and Partnerships and provisions of the Articles of Association, resolutions of the Company’s governing bodies shall be passed with an absolute majority of the votes cast, where an absolute majority of votes means more “affirmative” votes than “negative” and “abstain” in total.”
New wording § 18 of the Articles of Association:“1. Subject to mandatory provisions of the Code of Commercial Companies and Partnerships and provisions of the Articles of Association, resolutions of the Company’s governing bodies shall be passed with an absolute majority of the votes cast, where an absolute majority of votes means more “affirmative” votes than “negative” and “abstaining” in total.2. In case the number of “for” votes cast by the Members of the Management Board is equal to “against” and “abstain” votes, the Chairman of the Management Board has a casting vote, while in case the number of “for” votes cast by the Members of the Supervisory Board is equal to “against” and “abstain” votes, the Chairman of the Supervisory Board has a casting vote.”
Current wording of § 47 of the Articles of Association:„1. The General Meeting of Shareholders shall adopt resolutions irrespective of the number of represented shares, unless the provisions of the Code of Commercial Companies and Partnerships and these Articles of Association specify otherwise.2. One share shall correspond to one vote at the General Meeting.3. As long as the State Treasury or Nafta Polska S.A. is the owner of the Company’s shares which entitle to at least one fifth of the total number of votes existing in the Company, the voting right of the Company’s shareholders shall be limited in that no-one of the said shareholders may cast, at the General Meeting, more than one fifth of the total number of votes existing in the Company on the day of holding the General Meeting. The limitation of the voting right referred to in the preceding sentence shall not apply to the State Treasury and Nafta Polska S.A., nor to subsidiaries of the State Treasury and Nafta Polska S.A. For the purposes of this paragraph, the performance of the voting right by the parent company within the meaning of the Act of 29 July 2005 on public offering and terms of introduction of financial instruments to an organised trading system and on public companies (“Act on Offer”) shall be deemed as the performance of the voting right by a subsidiary, with the parent company and the subsidiary understood also as each entity whose votes resulting from the Company’s shares owned directly or indirectly, respectively, are subject to accumulation with the votes of another entity or entities under principles specified in the Act on Offer in connection with owning, disposing of or acquiring major packages of Company’s shares. A shareholder whose voting right has been limited shall retain the right to cast at least one vote in any case.”
New wording § 47 of the Articles of Association:„1. The General Meeting of Shareholders shall adopt resolutions irrespective of the number of represented shares, unless the provisions of the Code of Commercial Companies and Partnerships and these Articles of Association specify otherwise.2. Subject to sections 3-7 below, one share carries the right to one vote at the General Meeting.1. As long as the State Treasury or subsidiaries of the State Treasury are owners of the Company’s shares which entitle to at least one fifth of the total number of votes existing in the Company, the voting right of the Company’s shareholders shall be limited in that none of the shareholders may cast, at the General Meeting, more than one fifth of the total number of votes existing in the Company on the day of holding the General Meeting. The limitation of the voting right referred to in the preceding sentence shall not apply to the State Treasury or to subsidiaries of the State Treasury. For the purposes of this paragraph, the performance of the voting right by the parent company within the meaning of the Act of 29 July 2005 on Public Offering And Terms of Introduction of Financial Instruments to an Organised Trading System and on Public Companies (“Act on Offer”) shall be deemed as the performance of the voting right by a subsidiary, with the parent company and the subsidiary understood also as each entity whose votes resulting from the Company’s shares owned directly or indirectly, respectively, are subject to accumulation with the votes of another entity or entities under principles specified in the Act on Offer in connection with owning, disposing of or acquiring major packages of Company’s shares. A shareholder whose voting right has been limited shall retain the right to cast at least one vote in any case.2. Subject to sec. 3 above, for the purposes of this paragraph, parent and subsidiary are also understood to include the following:
1) an entity having the status of a parent company, a subsidiary or simultaneously a parent and a subsidiary within the meaning of the Competition and Consumer Protection Act of 16 February 2007, or2) an entity having the status of a parent company, an indirect parent company, a subsidiary, an indirect subsidiary, a jointly controlled entity or simultaneously having the status of a parent company (including indirect parent company) and a subsidiary (including an indirect subsidiary and a jointly controlled entity) within the meaning of the Accounting Act of 29 September 1994, or3) an entity which has (parent company) or is subject to (subsidiary) significant influence within the meaning of the Act of 22 September 2006 on Transparency of Financial Relations between Public Authorities and Public Enterprises and on the Financial Transparency of Certain Enterprises.
3. Within the meaning of this paragraph, a shareholder is understood as any person, including its parent company and subsidiary, which directly or indirectly carries the right to vote at the General Meeting on the basis of any legal title; this also relates to persons not holding any shares in the Company, and particularly usufructaries, lienors and persons authorised to participate in the General Meeting despite having disposed of their shareholding after the record date for the General Meeting. 4. Shareholders whose voting rights are subject to aggregation and reduction in accordance with this paragraph are collectively referred to as a Shareholding Group. Aggregation of voting rights means the addition of all voting rights held by the shareholders belonging to the Shareholding Group. Reduction of voting rights means reduction of the total number of voting rights at the Company’s General Meeting held by shareholders belonging to the Shareholding Group. The reduction of voting rights is performed in accordance with the following principles:
1) the number of voting rights held by a shareholder with the highest number of voting rights at the Company’s General Meeting from amongst the shareholders belonging to the Shareholding Group is subject to reduction by a number of voting rights equalling the excess of voting rights collectively held by the shareholders belonging to the Shareholding Group over one fifth of the total number of voting rights at the Company’s General Meeting, 3) if, despite the reduction described in point 1) above, the total number of voting rights at the Company’s General Meeting collectively held by the shareholders belonging to the Shareholding Group exceeds the threshold described in sec. 3 of this paragraph, further reduction of voting rights of other shareholders belonging to the Shareholding Group shall take place in the order determined by the number of voting rights at the Company’s General Meeting held by the shareholders belonging to the Shareholding Group (from the largest number of voting rights to the smallest). Further reduction of voting rights shall take place until the total number of voting rights at the Company’s General Meeting held by the shareholders belonging to the Shareholding Group does not exceed one fifth of the total number of voting rights at the Company’s General Meeting,3) such a limitation on exercise of the right to vote shall also apply to shareholders absent from the General Meeting.
7. In the event of doubts arising in connection with this paragraph, its content should be interpreted in accordance with art. 65 § 2 of the Act of 23 April 1964, the Polish Civil Code.”
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 25th March 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby publishes draft resolutions which shall be tabled to the Ordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. convened for17th April 2013.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby convenes an Ordinary General Meeting of Shareholders to be held at 12:00 on 17th April 2013 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 99,195,484. On 17th April 2013 the said shares carry 99,195,484 votes.
AGENDA:1. Opening of the Meeting.2. Electing the Chairperson of the Meeting and drawing up the register.3. Confirming the legality of the Meeting and its ability to pass resolutions.4. Adopting the Agenda.5. Electing the Vote Counting Commission.6. Examining the reports of the Supervisory Board pertaining to:a) the evaluation of the non-consolidated financial statement of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the period from 1st January 2012 to 31st December 2012, Management Board’s report on the Company’s activities and the Management Board’s motion regarding the distribution of profit for the financial year 2012;b) the evaluation of conforming by the Company to the standards of corporate governance for the period from 1st January 2012 to 31st December 2012,c) the activities of the Supervisory Board for the period from 1st January 2012 to 31st December 2012 taking into account the work of its committees and evaluation of the Management Board activities, d) the evaluation of the situation in the Company in 2012 considering the evaluation of the internal control system and risk management system.7. Examining and approving the non-consolidated financial statement of the Company for the period from 1st January 2012 to 31st December 2012 and the Management Board’s report on the Company’s activities for the business year 2012.8. Passing a resolution regarding the distribution of profit for the financial year 2012.9. Examining the Supervisory Board’s report on the evaluation of the consolidated financial statement of the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the period from 1st January 2012 to 31st December 2012 and the Management Board’s report on the Capital Group’s activities for the business year 2012. 10. Examining and approving the consolidated financial statement of the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the period from 1st January 2012 to 31st December 2012 and the Management Board’s report on the Capital Group’s activities for the business year 2012.11. Passing resolutions on the fulfilment of statutory obligations by the Members of the Management Board for the period from 1st January 2012 to 31st December 2012.12. Passing resolutions on the fulfilment of statutory obligations by the Members of the Supervisory Board for the period from 1st January 2012 to 31st December 2011.13. Appointing Supervisory Board of the 9th term and appointing its Chairperson. 14. Adopting resolutions on the changes to the Company’s Articles of Association.15. Current information for Shareholders.16. Closing of the Ordinary General Meeting of Shareholders.
The Management Board hereby announces drafts of changes to the Company’s Articles of Association (item 14 of the Agenda).
1.In § 5 after point 32), points 33)-35) are added and they read as follows: “33) activities relating to software and IT consultancy as well as related activities (PKD 62),34) services in the field of information (PKD 63),35) repairs and maintenance of computers and communication equipment (PKD 95.1).”
Considering the suggested changes the please find below the current and proposed wording of § 5 of the Company’s Articles of Association.
The current wording:Ҥ 5
The Company’s objects shall be:1) manufacturing basic chemicals, fertilisers and nitrogen compounds, plastics and synthetic rubber in basic forms (PKD [Polish Classification for Business Activity] 20.1),2) manufacturing plastic products (PKD 22.2),3) manufacturing other chemical products (PKD 20.5),4) manufacturing, transferring, distributing and trading in electrical energy (PKD 35.1),5) manufacturing as well as providing steam, hot water and air for air conditioning systems (PKD 35.3),6) manufacturing other special purpose machines, elsewhere unclassified (PKD 28.99.Z),7) activities within the scope of engineering and related technical support (PKD 71.12.Z),8) construction works connected with the erection of buildings (PKD 41),9) works related to the construction of civil engineering facilities (PKD 42),10) specialist construction works (PKD 43),11) activities supporting education (PKD 85.60.Z),12) non-school forms of education (85.5),13) other services, elsewhere unclassified (PKD 96.09.Z),14) scientific research and experimental development in the field of natural and technical sciences (PKD 72.1),15) wholesale on a fee or contract basis (PKD 46.1),16) other specialised wholesale (PKD 46.7),17) water intake, treatment and supply (PKD 36),18) advertising (PKD 73.1),19) market and public opinion research (PKD 73.2),20) overland and pipeline transport (PKD 49),21) storage and services supporting transport (PKD 52),22) telecommunication (PKD 61),23) real estate market services (PKD 68),24) activity within the scope of architecture and engineering as well as related technical support (PKD 71.1),25) technical research and analyses (PKD 71.2),26) management counselling (PKD 70.2),27) accounting services; tax advisory services (PKD 69.2),28) employment services (PKD 78),29) repair and maintenance of machinery (PKD 33.1),30) installation of industrial machinery, devices and equipment (PKD 33.2),31) specialist designing services (PKD 74.1),32) other professional, scientific and technical activity, elsewhere unclassified (PKD 74.9).”
Suggested wording:Ҥ 5
The Company’s objects shall be:1) manufacturing basic chemicals, fertilisers and nitrogen compounds, plastics and synthetic rubber in basic forms (PKD [Polish Classification for Business Activity] 20.1),2) manufacturing plastic products (PKD 22.2),3) manufacturing other chemical products (PKD 20.5),4) manufacturing, transferring, distributing and trading in electrical energy (PKD 35.1),5) manufacturing as well as providing steam, hot water and air for air conditioning systems (PKD 35.3),6) manufacturing other special purpose machines, elsewhere unclassified (PKD 28.99.Z),7) activities within the scope of engineering and related technical support (PKD 71.12.Z),8) construction works connected with the erection of buildings (PKD 41),9) works related to the construction of civil engineering facilities (PKD 42),10) specialist construction works (PKD 43),11) activities supporting education (PKD 85.60.Z),12) non-school forms of education (85.5),13) other services, elsewhere unclassified (PKD 96.09.Z),14) scientific research and experimental development in the field of natural and technical sciences (PKD 72.1),15) wholesale on a fee or contract basis (PKD 46.1),16) other specialised wholesale (PKD 46.7),17) water intake, treatment and supply (PKD 36),18) advertising (PKD 73.1),19) market and public opinion research (PKD 73.2),20) overland and pipeline transport (PKD 49),21) storage and services supporting transport (PKD 52),22) telecommunication (PKD 61),23) real estate market services (PKD 68),24) activity within the scope of architecture and engineering as well as related technical support (PKD 71.1),25) technical research and analyses (PKD 71.2),26) management counselling (PKD 70.2),27) accounting services; tax advisory services (PKD 69.2),28) employment services (PKD 78),29) repair and maintenance of machinery (PKD 33.1),30) installation of industrial machinery, devices and equipment (PKD 33.2),31) specialist designing services (PKD 74.1),32) other professional, scientific and technical activity, elsewhere unclassified (PKD 74.9),33) activities relating to software and IT consultancy as well as related activities (PKD 62),34) services in the field of information (PKD 63),35) repairs and maintenance of computers and communication equipment (PKD 95.1).”
2.The current wording of section 1 in § 23:
"1. The Company’s Management Board shall be composed of 1 to 6 persons, including the Chairperson, Vice-Chairpersons and other Members of the Management Board. The number of Members shall be established by the authority appointing the Management Board.”
changes as follows:
”1. The Company’s Management Board shall be composed of not more than 9 persons, including the Chairperson, Vice-Chairpersons and other Members of the Management Board. The number of Members shall be established by the authority appointing the Management Board.”
Right to Attend the General MeetingPursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 1st April 2013.In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 21st March 2013 and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 2nd April 2013 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Ordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments. The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office in Tarnów at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 12th, 15th and 16th April 2013, between 8.00 a.m. and 3.00 p.m. Shareholders may request the list to be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by ProxyShareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons. The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and his proxy. The Company may undertake necessary steps to identify the shareholder and his proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above. The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Ordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of ShareholdersA shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by27th March 2013. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ Right to Submit Resolution DraftsA shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Ordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic CommunicationThe Management Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to DocumentationThe full text of documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the day of calling the General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith.
Website AddressInformation on the General Meeting of Shareholders is available on our website:www.grupaazoty.com – Investor Relations/General Meetings of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Company”) announces that on 19 March 2013 it adopted a resolution on submitting a motion to the Ordinary General Meeting recommending pay-out of a PLN 101 179 393.68, or PLN 1.02 per share, dividend for 2012.
In accordance with art. 382, § 3 of the Polish Commercial Companies Code, the Management Board will submit the above motion to the Company’s Supervisory Board for assessment. The final decision on distribution of profit for the 2012 financial year will be taken by the Company’s Ordinary General Meeting.
In accordance with the strategy announced on 13 June 2012 (current report no. 33/2012), the Management Board’s intention is to recommend that the Ordinary General Meeting adopt resolutions on a dividend amounting to between 40% and 60% of the Company’s net profit.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 18th March 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to “the Company”) hereby encloses answers to the questions asked the Management Board pursuant to Article 428 § 1 of the Code of Commercial Companies during the Extraordinary General Meeting on 8th March 2013
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby makes available to the public a list of shareholders holding at least 5% of the total votes during the Extraordinary General Meeting of Shareholders (hereinafter referred to as “the EGM”) convened for 8th March 2013 and continued , after the adjournment, on 15th March 2013 with specifying a number of votes corresponding to the number of shares they hold and indicating the percentage share in the number of votes during the Extraordinary General Meeting of Shareholders as well as in the total number of shares.
Enclosed herewith a list of shareholders holding at least 5% of the total votes at the EGM until the adjournment (8th March 2013) as well as a list of shareholders holding at least 5% of the total votes during the EGM after the resumption on 15th March 2013.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby makes available to the public the content of resolutions adopted during the Company’s Extraordinary General Meeting on 15th March 2013.
In accordance with the suggestion of the Chairwoman of the Meeting (against which any shareholder did not raise any objection), the Extraordinary General Meeting withdrawn from considering point 5 of the planned agenda (appointing the Returning Committee) bearing in mind that all the technical services were ordered by the Company’s Management Board to the professional entity (in accordance with the Regulations of the General Meeting) which has the devices for counting votes electronically.
During the Extraordinary General Meeting the objection against resolutions no. 6,9 and 10 of the protocol was raised.
The Company’s Extraordinary General Meeting resumed its proceedings after the adjournment announced on 8th March 2013, about which the Company informed in Current Report No. 41/2013. Resolutions adopted until the moment of announcing the adjournment were made available to the public by the Company in Current Report No. 42/2013 of 8th March 2013.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby makes available to the public the draft resolutions notified during the Extraordinary General Meeting on 15th March 2013 by the entitled shareholder of the Company – State Treasury. The draft resolutions notified by the above-mentioned shareholder refer to the point 6 of the agenda of the General Meeting “Adopting resolutions on the changes to the Company’s Articles of Association”.
The Company’s Extraordinary General Meeting resumed the meeting after the adjournment announced on 8th March 2013, about which the Company informed in Current Report No. 41/2013.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the Issuer) hereby announces that the total net value of commercial trade between the Azoty Tarnów Group and the PGNiG S.A. Group during the period from 24 December 2012 to the publication date of this report was PLN 1 673.7 million.
This figure exceeds 10% of the Azoty Tarnów Group’s revenue from sales over the last four financial quarters, constituting a criterion for recognising the amount as significant.
The agreement with the highest net value is the annex “Monthly volume of gaseous fuel supply during the contractual year and provision of contractual capacity”, executed between the Issuer’s subsidiary Zakłady Azotowe Puławy S.A. (ZA Puławy) and PGNiG S.A. on 12 March 2013, to the agreement on purchase/sale of high-methane natural gas executed on 14 January 1999 for an undefined period of time (the Agreement). The executed annex specifies contractual capacity and gaseous fuel volume to be ordered in 2013. The 2013 annex is valued at PLN 1 221 million net.
The object of the Agreement is sale and supply of pre-determined volumes of natural gas by PGNiG S.A. Contractual volume and capacity are negotiated between the parties separately for each calendar year. Contractual penalties arising from the Agreement were included in the annex of 3 March 2011 (the Annex) to the Agreement and outline ZA Puławy’s responsibility based on contractual penalties due to non-fulfilment of annual order minimums and depend on the volume of gaseous fuels not ordered. The maximum contractual penalty may exceed 10% of the Agreement’s value in annualised terms or at least the PLN equivalent of EUR 200 000, with an option for ZA Puławy to order a volume of gaseous fuels remaining to reach the annual order minimum in subsequent years, in which case the contractual penalty is credited against payables for the additional volume ordered. Payment of the above contractual penalty excludes the other party’s right to seek additional compensation in excess of the amount of the penalty. The Annex also provides for a contractual penalty for non-observance of limitations on contractual interrupted capacity in connection with interrupted supply of gaseous fuels. This penalty is dependent on the level of excess over contractual capacity during limitations on contractual interrupted capacity and in annualised terms it may exceed EUR 200 000, subject to the provision stating that if the damage resulting from non-observance by ZA Puławy of limitations on contractual interrupted capacity will exceed the contractual penalty, ZA Puławy will be required to cover payments made by PGNiG S.A. to OPG GAZ-SYSTEM S.A. (the Operator). The above rules are taken from the Operator’s “Tariff for gaseous fuel transmission services”.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 11th March 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
Pursuant to Current Report No. 41/2013 of 8th March 2013, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby makes available to the public the resolutions adopted at the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 8th March 2013.
During the proceedings of the Extraordinary General Meeting resolution no. 3 of the protocol was objected.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that the Extraordinary General Meeting convened for 8th March 2013 took a resolution regarding the adjournment of the Extraordinary General Meeting. The Company’s Extraordinary General Meeting will be resumed at 12:00 on 15th March 2013 at the Company’s registered office at the following address: ul. Kwiatkowskiego 8, Tarnów, Poland.
Further to Current Report No. 37/2013 of 19th February 2013 the Management Board of Zakłady Azotowy w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) pursuant to § 9 section 2 of the Regulation of the Minister of Finance on Forms of Public Tender Offers for Acquisition or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Public Tender Offers, dated 19th October 2005 (Journal of Laws of 2005 No. 207, item 1729 as amended) encloses attached the Announcement about changes to the content of the Public Tender Offer for Shares in Zakłady Azotowe “Puławy” S.A. with its registered office in Puławy, announced on 19th February 2013.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 4th March 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 25th January 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that on 19th February 2013, the Company submitted - through UniCredit CAIB Poland S.A. with a registered office in Warsaw, Poland, as well as Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego with a registered office in Warsaw, Poland, the content of the public tender offer for shares in Zakłady Azotowe “Puławy” S.A. - to Polish Financial Supervision Authority, Warsaw Stock Exchange and Polish Press Agency, further to the requirements of Act of 29th July 2005 on Public Offering and Terms of Introduction of Financial Instruments to an Organized Trading System and on Public Companies (Journal of Laws of 2009 No. 185, item 1439) (“Act of Public Offering”) as well as the Regulation of the Minister of Finance on Forms of Public Tender Offers for Acquisition or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Public Tender Offers, dated 19th October 2005 (Journal of Laws of 2005 No. 207, item 1729 as amended), the content of the Public Tender Offer for the sale of 3,114,891 shares in Zakłady Azotowe „Puławy” S.A. with a registered office in Puławy, Poland, (“ZA Puławy”) authorizing to 16.3% votes at the General Meeting of Shareholders of this entity (“the Public Tender Offer”).
This Tender Offer was announced further to the obligation of the Company to announce a tender offer for remaining shares in ZA Puławy, referred to in Art. 74 sec. 2 of the Act, as the Company had exceeded the 66% threshold of the total number of votes in ZA Puławy resulting from the settlement of the public tender offer for the Company’s D series shares.
The full text of the Public Tender Offer is attached.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 19th January 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Company”) announces that on 15 February 2013 the Company executed a second agreement (the “Annex”) with Powszechna Kasa Oszczędności Bank Polski S.A. (“PKO BP”) and Powszechny Zakład Ubezpieczeń na Życie S.A. (“PZU Życie”), amending the credit agreement of 14 August 2012, as amended by a first agreement dated 22 August 2012, between the Company on the one hand and PKO BP and PZU Życie on the other (the “Financing Agreement”), which the Company announced in current report no. 57/2012 of 15 August 2012 (amended through current report no. 57/2012/K of 24 September 2012) and in current report no. 61/2012 of 23 August 2012.Pursuant to the Annex: (i) the amount of Credit B (in accordance with the definition contained in current report no. 57/2012, amended through current report no. 57/2012/K), as granted by PKO BP, and the corresponding loan granted by PZU Życie, was changed from PLN 105 500 000 respectively to PLN 211 812 588 respectively; (ii) the amount of the Guarantee Line (in accordance with the definition detailed in current report no. 57/2012, amended through current report no. 57/2012/K) was changed from PLN 211 000 000 to PLN 423 625 176; (iii) PKO BP provided the Company with a fixed-term loan of up to PLN 128 000 000 (“Credit C”); (iv) PZU Życie provided the Company with a loan totalling up to PLN 128 000 000 (“Loan C1”). The overall exposure of both PKO BP and PZU Życie under the Financing Agreement, in the wording adopted in the Annex, does not exceed PLN 710 992 023.50.
The purpose of Credit C and Loan C1 is to finance acquisition by the Company from the State Treasury of Poland of shares in Kopanie i Zakłady Chemiczne Siarki “Siarkopol” S.A. (“Siarkopol”) pursuant to a purchase agreement (the “Purchase Agreement”).In the wording adopted in the Annex, the Finance Agreement provides that the Company will ensure its own contribution in relation to Credit C and Loan C1 in financing the price for purchase of shares in Siarkopol pursuant to the Purchase Agreement.
The Company’s other significant liabilities pursuant to the Financing Agreement are not subject to change.
The collateral provided for in the Financing Agreement, in the wording adopted in the Annex, does not differ from that announced by the Company in current report no. 57/2012 (amended through current report no. 57/2012/K) and in current report no. 61/2012, however was adapted to the increased financial exposure of PKO BP and PZU Życie under the Financing Agreement.The Annex constitutes amendment to an agreement fulfilling the criterion of a significant agreement with regard to the fact that, as at the moment of execution, it exceeded 10% of the Azoty Tarnów Group’s revenue from sales for the last four trading quarters.
As collateral for the Company’s liabilities under the Financing Agreement in the wording adopted in the Annex, the Company provided a pledge on equity in ZAP acquired by the Company following settlement of the public offering of the Company’s series D shares. The object of pledges on ZAP shares is a total of 16 000 109 dematerialised ordinary bearer shares in ZAP, with a nominal value of PLN 10 each and a total nominal value of PLN 160 001 090, constituting 83.7% of ZAP’s share capital and carrying 83.7% of votes at its general meeting. The shares constituting the object of pledges constitute the Company’s long-term investment and are admitted to trading on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).
The registered pledge and financial pledges on shares in ZAP held by the Company, as established on 15 February 2013 for PKO BP pursuant to agreements executed between the Company and PKO BP, constitute pledges on the Company’s assets of significant value, since the value of encumbered assets exceeds 10% of the Azoty Tarnów Group’s revenue from sales for the last four trading quarters. The registered pledge will be effective as at registration by the registration court maintaining the register of pledges.
The amount of the liability secured by pledges corresponds to the total amount of PKO BP’s and PZU Życie’s exposure under the Annex. The book value of the pledged assets, recorded in the Company’s accounts, is PLN 1 798 977 653.30.
The State Treasury is a significant shareholder in the Company, PKO BP and Powszechny Zakład Ubezpieczeń S.A. (“PZU”), which is the sole shareholder in PZU Życie. Member of the Company’s supervisory board Jacek Obłękowski is vice-president of the management board of PKO BP. Furthermore, member of the Company’s supervisory board Marek Mroczkowski is a member of the supervisory board of PKO BP. Member of the Company’s supervisory board Ryszard Trepczyński is a member of the management boards of PZU and PZU Życie. Aside from the above, there are no connections between the Company, its management and supervisory personnel and the pledgee.
Pursuant to Current Reports Nos. 30/2013 and 31/2013 of 8th February 2013 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) pursuant to Article 401 § 1 of the Code of Commercial Partnerships and Companies as well as § 45 sec. 4-7 Articles of Association of Zakłady Azotowe w Tarnowie-Mościcach S.A., further to the proposal submitted by the State Treasury – a Shareholder – regarding placing in the Agenda of the Company’s Extraordinary General Meeting, convened for 12.00 on 8th March 2013 in Tarnów, a new point “7) Adopting resolutions on the changes in the Supervisory Board” hereby takes a decision to expand the Agenda to include the above mentioned point.
Considering the above, the Agenda draft of the Extraordinary Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A., convened for 8th March 2013 is as follows:
In attachment the Company’s Management Board submits content of drafts of resolutions to point 7 of the Company’s Extraordinary General Meeting.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 14th February 2013 it received information of 13th February 2013, passed by ING Otwarty Fundusz Emerytalny (hereinafter referred to as “ING OFE”), pursuant to Article 69 of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organized System of Trading and on Public Companies.
According to the information, as a result of the sale of shares in the Company during transactions on the Warsaw Stock Exchange, settled on 8th February 2013, ING OFE reduced its shareholding in the Company to below 10% votes at the Company’s General Meeting.
Before the disposal of the shares, ING OFE held 9,957,692 (say: nine million nine hundred and fifty-seven thousand six hundred and ninety-two) Company’s shares and rights to D series shares, representing 10.04% of the Company’s share capital which on changing rights to D series shares for Company’s shares would authorize ING OFE to 9,957,692 (say: nine million nine hundred and fifty-seven thousand six hundred and ninety-two) votes at the Company’s General Meeting and would represent 10.04% of the total number of votes.
On 13th February 2013 ING OFE had on its securities account 9,957,692 (say: nine million nine hundred and fifty-seven thousand six hundred and ninety-two) Company’s shares, representing 9.96% of the Company’s share capital and was entitled to 9,957,692 (say: nine million nine hundred and fifty-seven thousand six hundred and ninety-two) votes at the Company’s General Meeting which represented 9.96% of the total number of votes.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 11th January 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby publishes draft resolutions which shall be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. convened for 8th March 2013.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby convenes an Extraordinary General Meeting of Shareholders to be held at 12:00 on 8th March 2013 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 99,195,484. On 8th March 2013 the said shares carry 99,195,484 votes.
AGENDA1. Opening of the Meeting.2. Electing the Chairperson of the Meeting and drawing up the register.3. Confirming the legality of the Meeting and its ability to pass resolutions.4. Adopting the Agenda of the Extraordinary General Meeting of Shareholders.5. Electing the Vote Counting Commission.6. Adopting resolutions on the changes to the Company’s Articles of Association.7. Closing of the Extraordinary General Meeting of Shareholders.
The Management Board hereby announces drafts of changes to the Company’s Articles of Association (item 6 of the Agenda).
1.The current wording of § 1:„§1.1. The Company shall operate under the business name of “Zakłady Azotowe w Tarnowie-Mościcach Spółka Akcyjna”. 2. The Company may use the abbreviated name of “Zakłady Azotowe w Tarnowie-Mościcach S.A.” and a distinctive logo. 3. The Company may use the name ”Azoty Tarnów‟ for commercial and marketing purposes.”
changes as follows:
„§1.1. The Company shall operate under the business name of “Grupa Azoty Spółka Akcyjna”.2. The Company may use the abbreviated name of “Grupa Azoty S.A.”3. The Company may use the word and device trademark “Grupa Azoty” for commercial and marketing purposes.”
2. § 20 is expanded to include section 3 worded as follows:
“3. In case the number of “for”, “against” and “abstain” votes is equal, the Chairman of the Board has a casting vote.” 3. The current “section 3” in § 20 becomes ”section 4” and keeps its wording.
4.The current wording of section 1 in § 23:
"1. The Company’s Management Board shall be composed of 1 to 6 persons, including the Chairperson, Vice-Chairpersons and other Members of the Management Board. The number of Members shall be established by the authority appointing the Management Board.”
changes as follows:
”1. The Company’s Management Board shall be composed of not more than 9 persons, including the Chairperson, Vice-Chairpersons and other Members of the Management Board. The number of Members shall be established by the authority appointing the Management Board.”
5.The current wording of section 2 § 47:“2. One share shall correspond to one vote at the General Meeting.”
changes as follows:
“2. Subject to sections 3-8 below, one share carries the right to one vote at the General Meeting.”
6.§ 47 of the Company’s Articles of Association is expanded to include sections 4-8 after sec. 3, worded as follows:
“4. Subject to sec. 3 above, for the purposes of this paragraph, parent and subsidiary are also understood to include the following:
1) an entity having the status of a parent company, subsidiary or simultaneously parent and subsidiary within the meaning of the Competition and Consumer Protection Act of 16 February 2007, or
2) an entity having the status of a parent company, indirect parent company, subsidiary, indirect subsidiary, jointly controlled entity or simultaneously having the status of a parent company (including indirect parent company) and subsidiary (including indirect subsidiary and jointly controlled entity) within the meaning of the Accounting Act of 29 September 1994, or
3) an entity which has (parent company) or is subject to (subsidiary) significant influence within the meaning of the Act of 22 September 2006 on Transparency of Financial Relations between Public Authorities and Public Enterprises and on the Financial Transparency of Certain Enterprises.
5. Within the meaning of this paragraph, a shareholder is understood as any person, including its parent company and subsidiary, which directly or indirectly carries the right to vote at the General Meeting on the basis of any legal title; this also relates to persons not holding any shares in the Company, and particularly usufructaries, lienors and persons authorised to participate in the General Meeting despite having disposed of their shareholding after the record date for the General Meeting.
6. Shareholders whose voting rights are subject to aggregation and reduction in accordance with this paragraph are collectively referred to as a Shareholding Group. Aggregation of voting rights means the addition of all voting rights held by the shareholders belonging to the Shareholding Group. Reduction of voting rights means reduction of the total number of voting rights at the Company’s General Meeting held by shareholders belonging to the Shareholding Group. The reduction of voting rights is performed in accordance with the following principles:
1) the number of voting rights held by a shareholder with the highest number of voting rights at the Company’s General Meeting from amongst the shareholders belonging to the Shareholding Group is subject to reduction by a number of voting rights equalling the excess of voting rights collectively held by the shareholders belonging to the Shareholding Group over one fifth of the total number of voting rights at the Company’s General Meeting,
2) if, despite the reduction described in point 1) above, the total number of voting rights at the Company’s General Meeting collectively held by the shareholders belonging to the Shareholding Group exceeds the threshold described in sec. 3 of this paragraph, further reduction of voting rights shall take place in the order determined by the number of voting rights at the Company’s General Meeting held by the shareholders belonging to the Shareholding Group (from the largest number of voting rights to the smallest). Further reduction of voting rights shall take place until the total number of voting rights at the Company’s General Meeting held by the shareholders belonging to the Shareholding Group does not exceed one fifth of the total number of voting rights at the Company’s General Meeting,
3) such a limitation on exercise of the right to vote shall also apply to shareholders absent from the General Meeting.
7. In order to determine the basis for aggregation and reduction of voting rights in accordance with this paragraph, a shareholder, the Company’s Management Board, its Supervisory Board or any members of the aforementioned bodies may request a Company’s shareholder to provide information on whether it is:
1) an entity having the status of a parent company, subsidiary or simultaneously parent and subsidiary within the meaning of the Act of 16 February 2007 on Competition and Consumer Protection, or
2) an entity having the status of a parent company, indirect parent company, subsidiary, indirect subsidiary, jointly controlled entity or simultaneously having the status of a parent company (including indirect parent company) and subsidiary (including indirect subsidiary and jointly controlled entity) within the meaning of the Accounting Act of 29 September 1994, or
3) an entity which has (parent company) or is subject to (subsidiary) significant influence within the meaning of the Act of 22 September 2006 on Transparency of Financial Relations between Public Authorities and Public Enterprises and on the Financial Transparency of Certain Enterprises,
4) an entity whose voting rights attached to shares in the Company, either directly or indirectly held, are subject to aggregation with the voting rights of another entity or entities on the principles specified in the Act on Public Offerings in connection with the holding, disposal or acquisition of significant stakes in the Company. The right described in this section also applies to the right to request disclosure of the number of voting rights held by a shareholder of the Company, independently or jointly with other shareholders. Until the above information requirement is met, an entity which has not met or has improperly met the information requirement may exercise rights carried by no more than one share, and the exercise of rights carried by the remaining shares held by such an entity shall be invalid.
8. In the event of doubts arising in connection with this paragraph, its content should be interpreted in accordance with art. 65 § 2 of the Act of 23 April 1964, the Polish Civil Code.”
Right to Attend the General MeetingPursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on20th February 2013.In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 8th February 2013 and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 21st February 2013 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments. The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office in Tarnów at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 5th, 6th and 7th March 2013, between 8.00 a.m. and 3.00 p.m. Shareholders may request the list to be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by ProxyShareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons. The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and his proxy. The Company may undertake necessary steps to identify the shareholder and his proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above. The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of ShareholdersA shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by15th February 2013. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów Poland.
Shareholders’ Right to Submit Resolution DraftsA shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Extraordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic CommunicationThe Management Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to DocumentationThe full text of documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the day of calling the General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith.
Website AddressInformation on the General Meeting of Shareholders is available on our website:www.tarnow.grupaazoty.com – Investor Relations/General Meetings of Shareholders.
Further to Current Report No. 18/2013 of 24th January 2013, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”), acting pursuant to § 38 section 1 point 2 of the Ordinance of the Minister of Finance dated 19th February 2009 on current and periodic information to be published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state, further to the approval of a consolidated text of the Company’s Articles of Association (“the Articles of Association”) by the Supervisory Board on 6th February covering the changes introduced to the Articles of Association by Resolution No. 2 of the Company’s Management Board dated 11th September 2012, made precise in a statement of the Company’s Management Board on 16th January 2013, registered on 24th January 2013 by the Regional Court for Kraków-Śródmieście in Kraków, 12th Economic Division of the National Court Register, hereby submits in a form of an attachment the full text of the Company’s Articles of Association.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or Zakłady Azotowe Puławy S.A.(“ZA Puławy”). This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZA Puławy. The only legally binding document concerning the Company’s share offering addressed to shareholders of ZA Puławy shall be the Prospectus drawn up by the Company (along with annexes and updates), approved by the Polish Financial Supervision Authority on 21st December 2012 and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 6th February 2013 the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie, hereinafter referred to as “the WSE”) took the following Resolutions:
as well as
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering is the Prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”), hereby informs that the Management Board of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych, hereinafter referred to as “KDPW”) pursuant to Resolution No. 109/13 of 5th February 2013 took a decision to register in the depository of securities 35,080,040 (say: thirty-five million and eighty thousand and forty) ordinary bearer D series shares in the Company with a nominal value of 5 (five) PLN each (hereinafter referred to as “D Series Shares”) and to designate them with code PLZATRM00012, provided that the operator of the regulated market took a decision to introduce the shares into trading in the regulated market where other shares designated with code PLZATRM00012, had been introduced.
D Series Shares shall be registered in the depository of securities due to closing the accounts for transferable rights to shares designated with code PLZATRM00079, within three days from the date of receiving by KDPW a document proving the decision taken to introduce those shares into trading in the regulated market where other shares in the Company designated with code PLZATRM00012 were introduced by the operator of the regulated market, however not earlier than indicated in the decision on introduction of the registered D Series Shares into trading in the market.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 4th January 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 31st January 2013 it received information of 30th January 2013, passed by the Ministry of State Treasury pursuant to Articles 69.1.1, 69.2.1.a, 69.4 and 69a.1.2 of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organized System of Trading and on Public Companies.
According to the information, on 22nd January 2013 the State Treasury of the Republic of Poland (hereinafter referred to as “the State Treasury”) acquired 24,215,617 subscription rights to ordinary bearer D series shares in the Company (hereinafter referred to as “Subscription Rights”) as a result of which the State Treasury increased its ownership of the Company’s shares and Subscription Rights and upon the change of Subscription Rights to D Series Shares it shall exceed the threshold of 33 1/3 % of the total number of votes at the Company’s General Meeting and shall increase its shareholding by at least 2% of the total number of votes at the Company’s General Meeting.
Subscription Rights were acquired within a public offering pursuant to the Prospectus issued by the Company and approved by the Polish Financial Supervision Authority on 21st December 2012 addressed to existing ZA Puławy shareholders.
Before acquiring the Subscription Rights, the State Treasury held 20,549,000 Company’s shares, which constituted 32.05% of the Company’s share capital and entitled it to exercise 20,549,000 votes at the Company’s General Meeting, which constituted 32.05% of the total number of votes.
As a result of this transaction the State Treasury acquired 24,215,617 Subscription Rights and on 30th January 2013 it held the total of 44,764,617 shares or Subscription Rights in the Company. Upon the change of the Subscription Rights to D series shares in the Company the State Treasury shall have 44,764,617 shares in the Company, constituting 45.13% of the Company’s share capital and entitling it to exercise 44,764,617 votes at the Company’s General Meeting, which shall constitute 45.13% of the total number of votes.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 29th January 2013 it received information of 28th January 2013, passed by ING Otwarty Fundusz Emerytalny (hereinafter referred to as “ING OFE”), pursuant to Article 69 and Article 69a of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organized System of Trading and on Public Companies.
According to the information, due to the allocation of subscription rights as a result of the subscription to D Series Shares on 22nd January 2013 ING OFE increased its ownership of the Company’s shares and subscription rights to D series shares and upon the change of the subscription rights to D series shares to D series shares its shareholding will exceed 10% votes at the Company’s General Meeting.
Before acquiring the subscription rights to shares, ING held 6,388,983 (say: six million three hundred and eighty-eight thousand nine hundred and eighty-three) Company’s shares which constituted 9.96% of the Company’s share capital and was entitled to exercise 6,388,983 (say: six million three hundred and eighty-eight thousand nine hundred and eighty-three) votes at the Company’s General Meeting which constituted 9.96% of the total number of votes.
On 28th January 2013 ING OFE had on its securities account 9,996,273 (nine million nine hundred and ninety-six thousand two hundred and seventy-three) Company’s shares and subscription rights to D series shares which constitute 10.08% of the Company’s share capital. Upon the change of subscription rights to D series shares in the Company to D series shares, ING OFE will be entitled to exercise 9,996,273 (nine million nine hundred and ninety-six thousand two hundred and seventy-three) votes at the Company’s General Meeting which will constitute 10.08% of the total number of votes.
Simultaneously, ING OFE informed that in the following 12 months it does not exclude the possibility of increasing or decreasing the number of the held shares depending on the market situation and the Company’s performance. The aim of acquiring the Company’s shares is placing money being a part of ING OFE investment operations.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 28th January 2013 it received information of 28th January 2013 passed by Norica Holding S.à.r.l., with a registered office in Luxembourg (hereinafter referred to as “Norica”), acting on its behalf and acting as an attorney-in-fact of:
prepared pursuant to Article 69.1.2 and Article 69a.1.1 of the Act of 29th July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (hereinafter referred to as ”the Act on Offer”).
According to the information, as a result of registering the increase in the Company’s share capital on 24th January 2013 by the Regional Court for Kraków-Śródmieście, 12th Economic Division of the National Court Register, the number of the Company’s shares held by Norica has decreased below a 10% threshold.
Before the registration of the increase of the share capital, Norica held 8,833,660 shares in the Company, constituting 13.78% of the Company’s share capital, which entitled to exercise 8,833,660 votes (13.78% of the total number of votes) at the Company’s General Meeting.
After the registration of the increase in the share capital Norica still holds 8,833,660 the Company’s shares, however these shares constitute 8.91% of the Company’s share capital, which entitle to exercise 8,833,600 votes (8.91% of the total number of votes) at the Company’s General Meeting.
Simultaneously, due to registration of the increase of the Company’s share capital:
Before registration of the increase in the Company’s share capital:
Subsidiaries of Mr Kantor, other than Norica and Cliffstone, do not hold any shares in the Company.
Subsidiaries of Subero, other than Norica and Cliffstone, do not hold any shares in the Company.
Subsidiaries of Acron, other than Norica, do not hold any shares in the Company.
Subsidiaries of TrustService, other than Norica, do not hold any shares in the Company.
Subsidiaries of Norica do not hold any shares in the Company.
In the following 12 months Mr Kantor, Subero, Norica, Acron and TrustService, may from time to time acquire or dispose, directly or indirectly, shares in the Company.
There is no person referred to in Article 87.1.3c of the Act on Offer in relation to Mr Kantor, Subero, Norica, Acron and Trust Service.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby notifies of the publication dates of periodical reports in the financial year 2013.
1. Quarterly reports::
2. Half-yearly report:
3. Annual reports:
At the same time the Management Board states that according to paragraph 83, point 1 of the Ordinance of Minister of Finance dated 19th February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes) (hereinafter referred to as “Ordinance”), the Company will not publish separate quarterly reports. Consolidated quarterly reports of Azoty Tarnów Capital Group will include quarterly financial information.
Furthermore, the Management Board informs that the Company will not publish a quarterly report and consolidated quarterly report for the second quarter 2013 according to the regulation paragraph 101, point 2 of the Ordinance.
Considering the fact that the annual report and consolidated annual report will be published on 21st March 2013 (i.e. within 80 days from the end of the financial year), the Company will not publish a quarterly report for the fourth quarter 2011 according to paragraph 102, point 1 of the Ordinance.
The Company will also not publish a separate half-yearly report according to paragraph 83, point 3 of the Ordinance.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 28th January 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 24th January 2013 it received information of 18th January 2013 about transactions on the Company’s shares made by a person closely related to a member of the Company’s Supervisory Board in the meaning of the Act on Trading in Financial Instruments of 29th July 2005.
Pursuant to the notification, on 10th January 2013 the person closely related to a member of the Company’s Supervisory Board subscribed to the Company’s D Series Shares according to the public offering in the amount of 524,517 at 44.00 PLN per share. Simultaneously, it was indicated in the notification that on 11th January 2013 the Company informed about the final number of D Series Shares, offered according to the public offering of up to 42,867,293 shares of D series with a nominal value of 5.00 PLN each, addressed to the shareholders of Zakłady Azotowe Puławy S.A. with its registered seat in Puławy, Poland.
Furthermore the notification included:
The person required to provide the above-mentioned information has not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. with a registered office in Tarnów, Poland (“the Company”), pursuant to Current Report No. 10/2013 published on 16th January 2013, hereby publicly informs about the results of issuing D series ordinary bearer shares, with a nominal value of 5 (say: five) PLN each ("D Series Shares"):
1. Date of commencing the subscriptions:7th January 2013
2. Date of closing the subscriptions:10th January 2013
3. Date of shares allotment:16th January 2013
4. Number of shares covered by the subscription:35,080,040 D Series Shares.
5. The rate of reduction in the additional subscription: Not applicable.
6. Number of shares subscribed to:35,080,040 D Series Shares
7. Number of shares which were alloted under the subscription:35,080,040 D Series Shares
8. The issue price at which shares were subscribed to:44.00 PLN
9. Number of people who subscribed to shares under the subscription and the number of people who were alloted the shares in the subscription:A total of 149 subscriptions to D Series Shares were submitted under the subscription.
10. Names of (companies being) underwriters who acquired shares as the exercise of underwriting agreements with a number of securities they acquired and the actual price of an individual security: D Series Shares were not acquired by underwriters. The Company did not enter into underwriting agreements.
11. Value of the subscription (representing the product of shares being the subject of the subscription and issue price of one share):1,543,521,760 PLN
12. Costs of D Series Shares issue:Estimated costs of D Series Shares issue were defined in the Company’s Prospectus prepared due to the offer of D Series Shares in the chapter “Issue Targets” – “Issue Price and Costs of the Offer” (p. 46). The Company shall prepare and publish a Current Report with information on final costs of issuing D Series Shares upon the receipt and approval of all invoices from the parties involved in the preparation and execution of issuing D Series Shares.
The method of settlement in the books and accounting in the financial statement:
Issuance costs of D Series Shares adjusted for income tax shall reduce the capital from issuing the shares above their nominal value created from the surplus of the issue price of shares above their nominal value to the amount of the capital. Any surplus of the issuance costs above the capital from the shares issue over their nominal value shall be referred to the Profit and Loss Account.
13. The average cost of the share issue:
The Company shall prepare and publish a Current Report with information on the average cost of the share issue per one D Series Share covered by the subscription upon the receipt and approval of all invoices from the parties involved in the preparation and execution of issuing D Series Shares.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. with a registered office in Tarnów, Poland (hereinafter referred to as ”the Company”), hereby informs that it has been notified that today the Regional Court for Kraków-Śródmieście in Kraków, 12th Economic Division of the National Court Register, registered a change in the Company’s Articles of Association as regards raising the Company’s share capital from the amount of 320,577,220.00 PLN to 495,977,420.00 PLN through the issuance of 35,080,040 ordinary bearer D series shares with nominal value of 5 (say: five) PLN each.
On the day of publishing this Report, the total number of votes resulting from the issuance of all shares in the Company, after registering the raised share capital, amounts to 99,195,484, and the share capital is divided into 99,195,484 shares in the Company with a nominal value of 5.00 (say: five) PLN each, inclusive of:
- 24,000,000 ordinary bearer shares of AA series; - 15,116,421 ordinary bearer shares of B series; - 24,999,023 ordinary bearer shares of C series; - 35,080,040 ordinary bearer shares of D series.
Moreover, the Management Board of the Company hereby submits the changes to the Company’s Articles of Association:
§ 7 paragraph 1 of the Articles of Association read as follows:
”1. The Company’s share capital amounts to 320,577,220.00 (say: three hundred and twenty million five hundred and seventy-seven thousand two-hundred and twenty) PLN and is divided into 64,115,444 (say: sixty-four million one hundred and fifteen thousand four hundred and forty-four) shares with a nominal value of 5.00 (five) PLN each, inclusive of: a) 24,000,000 (say: twenty-four million) bearer shares of AA series with numbers from AA 000000001 to AA 024000000;b) 15,116,421 (say: fifteen million one hundred and sixteen thousand four hundred and twenty-one) bearer shares of B series;c) 24,999,023 (say: twenty-four million nine hundred and ninety-nine thousand and twenty-three) ordinary bearer shares of C series.”
Current wording of § 7 paragraph 1 of the Articles of Association:
“1. The Company’s share capital amounts to 495,977,420.00 (say: four hundred and ninety-five million nine hundred and seventy-seven thousand four hundred and twenty) PLN and is divided into 99,195,484 (say: ninety-nine million one hundred and ninety-five thousand four hundred and eighty-four) shares with a nominal value of 5.00 (say: five) PLN each, inclusive of: a) 24,000,000 (say: twenty-four million) bearer shares of AA series with numbers from AA 000000001 to AA 024000000;b) 15,116,421 (say: fifteen million one hundred and sixteen thousand four hundred and twenty-one) bearer shares of B series;c) 24,999,023 (say: twenty-four million nine hundred and ninety-nine thousand and twenty-three) ordinary bearer shares of C series,d) 35,080,040 (say: thirty-five million and eighty thousand and forty) ordinary bearer shares of D series.”
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. with its registered Office in Tarnów, Poland (“the Company”), hereby corrects an obvious typographical mistake which occurred in Current Report No. 17/2013 of 23rd January 2013. In the Report, at the beginning of the third paragraph it was mistakenly written that the shareholding decrease of Otwarty Fundusz Emerytalny PZU „Złota Jesień” results from the share disposal.
It read, “Before the share disposal”It should read, ”Before the allotment of D series shares”
Considering the above, the Management Board hereby submits a corrected content of the Report:
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 22nd January 2013 it received information of 18th January 2013, passed by Powszechne Towarzystwo Emerytalne PZU S.A. on behalf of Otwarty Fundusz Emerytalny PZU „Złota Jesień” (hereinafter referred to as “PZU OFE”), pursuant to Article 69 section 1 point 2 of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organized System of Trading and on Public Companies.
According to the information, due to the future increase of the number of shares in the Company as a result of issuing D series shares, the number of shares held by PZU OFE, after registration of the Company’s share capital increase by an appropriate court will reduce PZU OFE participation below 5% votes at the Company’s General Meeting. Simultaneously, PZU OFE indicates in the notification that the transaction of acquisition by the Company the shares in Zakłady Azotowe Puławy S.A., which will be changed for the new D series shares, took place on 16th January 2013.
Before the allotment of D series shares PZU OFE held 3,270,585 (say: three million two hundred and seventy thousand five hundred and eighty-five) Company’s shares representing 5.10% of the Company’s share capital and was entitled to 3,270,585 (say: three million two hundred and seventy thousand five hundred and eighty-five) votes at the Company’s General Meeting which represented 5.10% of the total number of votes.
On 18th January 2013 (with subscription rights to D series shares) PZU OFE had on its securities account 3,795,102 (say: three million seven hundred and ninety-five thousand one hundred and two) Company’s shares representing 3.83% of the Company’s share capital and was entitled to 3,795,102 (say: three million seven hundred and ninety-five thousand one hundred and two) votes at the Company’s General Meeting which represented 3.83% of the total number of votes.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 22nd January 2013 it received information of 18th January 2013, passed by Powszechne Towarzystwo Emerytalne PZU S.A. on behalf of Otwarty Fundusz Emerytalny PZU „Złota Jesień” (hereinafter referred to as “PZU OFE”), pursuant to Article 69 section 1 point 2 of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organized System of Trading and on Public Companies.
According to the information, due to the future increase of the number of shares in the Company as a result of issuing D series shares, the number of shares held by PZU OFE, after registration of the Company’s share capital increase by an appropriate court will reduce PZU OFE participation below 5% votes at the Company’s General Meeting. Simultaneously, PZU OFE indicates in the notification that the transaction of acquisition by the Company the shares in Zakłady Azotowe Puławy S.A., which will be changed for the new D series shares, took place on 16th January 2013.
Before the share disposal PZU OFE held 3,270,585 (say: three million two hundred and seventy thousand five hundred and eighty-five) Company’s shares representing 5.10% of the Company’s share capital and was entitled to 3,270,585 (say: three million two hundred and seventy thousand five hundred and eighty-five) votes at the Company’s General Meeting which represented 5.10% of the total number of votes.
On 18th January 2013 (with subscription rights to D series shares) PZU OFE had on its securities account 3,795,102 (say: three million seven hundred and ninety-five thousand one hundred and two) Company’s shares representing 3.83% of the Company’s share capital and was entitled to 3,795,102 (say: three million seven hundred and ninety-five thousand one hundred and two) at the Company’s General Meeting which represented 3.83% of the total number of votes.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that today the Management Board of the Warsaw Stock Exchange, pursuant to Resolution No. 83/2013, has decided to introduce into trading, starting from 22nd January 2013 in a regular mode, in the main market 35,080,040 (say: thirty-five million eighty thousand and forty) subscription rights to ordinary D series bearer shares in the Company with a nominal value of 5 (say: five) PLN each (“Subscription Rights to D Series Shares”) provided that KDPW (the National Depository for Securities) registers the shares and codes them as “PLZATRM00079” on 22nd January 2013.
Subscription Rights to D Series Shares shall be listed in the continuous trading system under the abbreviated name „AZOTYTARNOW-PDA” and labelled as „ATTA”.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. with its registered office in Tarnów, Poland (“the Company”), hereby corrects an obvious typographical mistake which occurred in Current Report No. 15/2013 of 21st January 2013. In the Report the date of 11th September 2013 was mistakenly given as the date of the Management Board’s Resolution No. 2 on raising the share capital within the target capital, excluding pre-emptive rights and making changes to the Articles of Association.
Considering the above, the Management Board hereby submits a corrected content of the Report:
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. with a registered office in Tarnów, Poland (“the Company”) hereby informs that today it has received information of 18th January 2013 according to which the Management Board of the National Depository for Securities, pursuant to Resolution No. 51/13 of 18th January 2013, took a decision to register on 22nd January 2013 in the depository of securities 35,080,040 (say: thirty-five million and eighty thousand and forty) subscription rights to ordinary bearer shares of D Series in the Company with a nominal value 5 (five) PLN each, issued pursuant to Resolution No. 2 adopted by the Company’s Management Board on 11th September 2012 on raising the share capital within the target capital, excluding pre-emptive rights and making changes to the Articles of Association as well as to designate them with code PLZATRM00079.
Disclaimer:This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or Zakładów Azotowych “Puławy” (“ZA Puławy”). Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZA Puławy. The only legally binding document concerning the Series D Share offering shall be the Prospectus drawn up by the Company (along with annexes and updates), approved by the Polish Financial Supervision Authority on 21st December 2012 and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.).
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. with a registered office in Tarnów, Poland (“the Company”) hereby informs that today it has received information of 18th January 2013 according to which the Management Board of the National Depository for Securities, pursuant to Resolution No. 51/13 of 18th January 2013, took a decision to register on 22nd January 2012 in the depository of securities 35,080,040 (say: thirty-five million eighty thousand and forty) rights to ordinary bearer shares of D Series in the Company with a nominal value 5 (five) PLN each, issued pursuant to Resolution No. 2 adopted by the Company’s Management Board of 11th September 2013 on raising the share capital within the target capital, excluding pre-emptive rights and making changes to the Articles of Association as well as to designate them with code PLZATRM00079.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 21st January 2013 it received information of 18th January 2013 passed by ING Powszechne Towarzystwo Emerytalne S.A. (hereinafter referred to as “ING OFE”) pursuant to Article 69 of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organized System of Trading and on Public Companies.
According to the information, as a result of the sale of shares in the Company during transactions on the Warsaw Stock Exchange, settled on 15th January 201, ING OFE reduced its shareholding in the Company to below 10% votes at the Company’s General Meeting.
Before the disposal of the shares, ING OFE held 8,271,483 (say: eight million two hundred and seventy-one thousand four hundred and eighty-three) Company’s shares, representing 12.90% of the Company’s share capital and was entitled to 8,271,483 (say: eight million two hundred and seventy-one thousand four hundred and eighty-three) votes at the Company’s General Meeting which represented 12.90% of the total number of votes.
On 18th January 2013 ING OFE had on its securities account 6,388,983 (say: six million three hundred and eighty-eight thousand nine hundred and eighty-three) Company’s shares, representing 9.96% of the Company’s share capital and was entitled to 6,388,983 (say: six million three hundred and eighty-eight thousand nine hundred and eighty-three) votes at the Company’s General Meeting which represented 9.96% of the total number of votes.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
Notification was prepared on 21th January 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
Pursuant to Current Report No. 4/2013 of 5th January 2013, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that today the European Commission has issued a decision on not raising an objection to a notified concentration in the form of a takeover of control of Zakłady Azotowe „Puławy” S.A. (“ZA Puławy”) by the Company and confirmed its compatibility with the common market which means unconditional acceptance of the concentration. Issuing the decision means that the Company acquired the right to exercise voting rights of 14,032,026 ZA Puławy shares representing 73.4% of ZA Puławy share capital and authorizing to exercise 73.4% of votes at the General Meeting of ZA Puławy acquired as a result of settling the offer of D series shares. As a result, the Company's total shareholding in the total number of votes at the General Meeting amounts to 83.7%.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Company”) announces that on 16 January 2013 the Company acquired 14 032 026 shares in Zakłady Azotowe Puławy S.A. (“ZA Puławy”) with a nominal value of PLN 10.00 each, constituting 73.4% of ZA Puławy’s share capital and carrying 73.4% of votes at the company’s general meeting (the “Shares”). The Shares were acquired in connection with settlement of a public offering pursuant to a prospectus issued by the Company and approved by the Polish Financial Supervision Authority on 21 December 2012, which was drawn up in connection with the public offering of 42 867 293 series D shares with a nominal value of PLN 5.00 each (the “Offered Shares”) addressed to existing ZA Puławy shareholders and conducted within Poland. The Shares are traded on the regulated market managed by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.). In accordance with the adopted exchange ratio, one Share constitutes an in-kind contribution for 2.5 Offered Shares with an issue price of PLN 44.00 each. Once entered into the Company’s accounts, the Shares will have a nominal value of PLN 1 543 522 860.00.
The acquisition of the Shares constitutes a long-term investment by the Company and is part of the Company’s strategy to create the largest Polish group operating in the fertiliser and chemical sectors.
Prior to acquisition of the Shares, the Company held 1 968 083 shares in ZA Puławy, constituting 10.3% of ZA Puławy’s share capital and carrying 10.3% of votes at the company’s general meeting.
Entities selling the Shares to the Company included: (i) Poland’s State Treasury, (ii) ING OFE, (iii) Aviva OFE Aviva BZ WBK and (iv) PZU OFE Złota Jesień. Each of these entities held shares representing at least 5% of the total number of votes at the Company’s general meeting. Shares were also sold by pension funds from the PKO BP group. As at publication of this report, members of the Company’s supervisory board Jacek Obłękowski and Marek Mroczkowski were PKO BP S.A. management board vice-president and supervisory board member respectively. In addition, the Shares were sold by funds from the PZU group. As at publication of this report, Ryszard Trepczyński was PZU S.A. management board member.
In accordance with § 2 sec. 1, point 45, letter b) of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and on the conditions for recognising information required by the provisions of law of a non-member state as equivalent (Polish Journal of Laws no. 33, item 259, as amended) the acquired Shares constitute a significant asset due to the fact that their value exceeds 10% of the Azoty Tarnów Group’s revenue from sales over the last four financial quarters.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that in connection with the implementation of the Management Board’s Resolution No. 2 of 11th September 2012 on raising the share capital within the target capital, excluding pre-emptive rights and making changes to the Articles of Association through the issue of ordinary bearer shares of D series with a nominal value of 5 PLN (say: five PLN) each (“the Offered Shares”), 35 080 040 (say: thirty-five million eighty thousand and forty) Offered Shares have been allotted today. There were 149 subscriptions for 35 080 040 Offered Shares. This means that the Management Board did not make use of its power to reduce the subscriptions.
Further to the information contained in the Company’s Prospectus, approved by the Polish Financial Supervision Authority on 21st December 2012, as well as in all annexes and updating announcements, the above means that the Management Board took a decision about the allotment of the Offered Shares and the acquisition of shares in Zakłady Azotowe Puławy S.A., headquartered in Puławy, Poland, (”ZAP”) contributed to cover the Offered Shares based on art. 7(2) of Council Regulation (EC) No. 139/2004 of 20th January 2004 on the control of concentrations between undertakings, before getting the approval of the European Commission to make the concentration.
The information summarizing the results of issuing the Offered Shares shall be subject to the public in a form of a separate Current Report.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 14th January 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
Pursuant to article 54 section 3 of the Act of 29th July 2005 on Public Offerings and the Terms and Conditions of Admitting Financial Instruments to an Organised System of Trading and on Public Companies, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Company”), publicly informs about the settlement of the final number of D series shares, offered according to the public offering of up to 42,867,293 shares of D series with a nominal value of 5.00 PLN each (hereinafter referred to as “the Offered Shares”) addressed to the shareholders of Zakłady Azotowe Puławy S.A. with its registered seat in Puławy, Poland (hereinafter referred to as “ZAP”), carried out in the Polish territory.
The Company’s Management Board settled the final number of the Offered Shares reaching the number corresponding to the number of the Offered Shares on which the subscription was submitted.The final number of the Offered Shares is 35,080,040. It means that the Management Board has not used the right to reduce the submitted shares subscription.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 10th January 2013 Polish Financial Supervision Authority approved of Annex No. 2 to the Prospectus of the Company, prepared due to the public offering of up to 42,867,293 shares of D series with a nominal value of 5.00 PLN each (hereinafter referred to as “the Offered Shares”) addressed to the shareholders of Zakłady Azotowe Puławy S.A. with its registered office in Puławy, Poland (hereinafter referred to as “ZAP”), carried out in the Polish territory. D series shares and up to 42,867,293 rights to D series shares will be the subject of application for authorization and trading in the main market of the Warsaw Stock Exchange.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs, that on 10th January 2013 on the website of the Ministry of Treasury the announcement was made as follows:
“The exchange of ZAP shares for ZAT shares
Pursuant to previously announced intentions concerning the consolidation of the Polish chemical sector, the Ministry of Treasury informs about the intention to acquire the new issue shares of Zakłady Azotowe w Tarnowie-Mościcach S.A. within Azoty Group (hereinafter referred to as “ZAT”) addressed to the shareholders of Zakłady Azotowe Puławy S.A. with its registered seat in Puławy, Poland (hereinafter referred to as “ZAP”).
The intention of the Ministry of Treasury is to exchange9,686,247 (50.67%) of ZAP shares for new ZAT shares in accordance with the exchange ratio of 2.5 of ZAT shares for one ZAP share determined by the Extraordinary General Meeting of ZAT in July 2012.
According to the announcement of 13th July 2012 of the Ministry of State Treasury , the consolidation is aimed at creating the Polish and the European leader in the chemical sector, , which by reason of the scale , the diversification of the activities and the expected synergies will be able to achieve better than the market the operating results and the rates of return for shareholders.
After carrying out the Offer ZAT will have a chance to become one of the pillars of the Polish capital market. Its size, the expected market capitalization and the shares liquidity gives the basis for the discussion on the future possiblity of ZAT shares being the part of WIG20 Index
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 8th January 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Company”) announces that, in connection with proceedings on-going before the European Commission for approval of concentration through the acquisition of sole control over Zakłady Azotowe “Puławy” S.A. (“ZA Puławy”), the deadline specified in the Directorate-General for Competition’s “Best Practices on the Conduct of EC Merger Proceedings” (“Best Practices”) expired on 4 January 2013. The Best Practices state that if the European Commission recognises the presence of serious doubts concerning a planned concentration, it should enable the notifying party to attend a meeting within 15 working days from the date of submitting the application for approval of the merger. The aim of this is to present proposals for applicable conditions ensuring that the merger is compliant with the common market.
With consideration to the fact that the Company submitted its merger application on 4 December 2012, the Management Board can confirm that by 4 January 2013 the European Commission had not informed the Company of serious doubts concerning the planned merger. In connection with the above, the Company expects approval for the merger to be issued by 18 January 2013. It should however be emphasised that the Best Practices are not legally binding.
If the European Commission does not approve the merger by 16 January 2013, the Management Board will consider adopting a decision on acquisition of shares in ZA Puławy on the basis of art. 7(2) of Council Regulation (EC) No 139/2004 (the EC Merger Regulation), pursuant to which the Company may acquire shares in ZA Puławy before obtaining merger approval. The purpose of this would be to ensure that the date on which European Commission merger approval is issued does not impact the offering timetable for the Company’s series D shares (the “Offering”) and to enable the Offering to be settled within the deadline outlined in the prospectus drafted in connection with it. In this instance, the Company will not be able to exercise voting rights carried by the shares acquired under the Offering until merger approval is granted.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”), pursuant to article 54, section 3 of Act of 29 July 2005 on Public Offerings and the Terms and Conditions of Admitting Financial Instruments to an Organised System of Trading and on Public Companies (hereinafter referred to as ”the Act on Offer”), hereby announces the information on the issue price of D series shares, offered according to the public offering of up to 42,867,293 shares of D series with a nominal value of 5.00 PLN each (hereinafter referred to as “the Offered Shares”) addressed to the shareholders of Zakłady Azotowe Puławy S.A. with its registered office in Puławy, Poland (hereinafter referred to as “ZAP”), carried out in the Polish territory. The Management Board of the Company informs that the issue price of the Offered Shares has been set at 44 PLN (say: forty four PLN) per one Offered Share.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that today the Company received a decision of Polish Financial Supervision Authority according to which it approves of Annex No. 1 to the Prospectus of the Company, prepared due to the public offering of up to 42,867,293 shares of D series with a nominal value of 5.00 PLN each (hereinafter referred to as “the Offered Shares”) addressed to the shareholders of Zakłady Azotowe Puławy S.A. with its registered office in Puławy, Poland (hereinafter referred to as “ZAP”), carried out in the Polish territory. D series shares and up to 42,867,293 rights to D series shares will be the subject of application for authorization and trading in the main market of the Warsaw Stock Exchange.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents: UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 2nd January 2013.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that the total value of turnover between the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A. and the Capital Group of Polskie Górnictwo Naftowe i Gazownictwo S.A. in the period from 12th July 2012 to the date of the publication of this Report amounted to the net value of PLN 863.8 million.
The above value exceeds 10% of the sales revenue in Azoty Tarnów Capital Group for the last four financial quarters, which is the criterion to regard the sum of the turnover to be of material value.
The agreement with the highest net value is the Master Agreement on gas supply (hereinafter referred to as ”the Agreement”) concluded by Zakłady Chemiczne Police S.A.(hereinafter referred to as Z.Ch. „Police”) with Polskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjna w Warszawie (hereinafter referred to as ”the Seller”) on 24th December 2012. The estimated net value of the supplies under the Agreement amounts to 394 million PLN.
The Master Agreement on the supply of gaseous fuel by the Seller to Z.Ch. „Police” specifies the following:
The Agreement was concluded for a defined period of time from 1st January 2013 to 30th September 2013.
Amounts payable for gaseous fuel supply will be determined on the basis of the prices, fees and detailed settlement principles specified in the tariff and the Agreement.
The parties have agreed that collateral for due performance of the Agreement, amounting to PLN 90 million, will be established through a notarised declaration on voluntary submission for enforcement under art. 777, § 1, point 5 of the Polish Code of Civil Procedure.
If Z.Ch. Police fails to order the minimum contractual quantity of gaseous fuel as specified in the Agreement, it will be subject to a contractual penalty totalling 75% of the price difference between the minimum contractual quantity and the quantity actually ordered. The Agreement does not provide for the possibility to seek damages in excess of contractual penalties.
The remaining terms and conditions of the Agreement are in line with the terms and conditions generally applied in this type of contracts and with the Master Agreement Terms and Conditions used in contracts with other counterparties.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 24th December 2012.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that today the Polish Financial Supervision Authority approved the Company’s Prospectus prepared due to the public offering of up to 42,867,293 D series shares of the nominal value of 5.00 PLN per share (hereinafter referred to as “Offered Shares”) addressed to the shareholders of Zakłady Azotowe-Puławy S.A. with its registered office in Puławy, Poland (hereinafter referred to as “ZAP”) carried out in the Polish territory. D series shares and up to 42,867,293 rights to D series shares will be the subject of application for the admission and marketing authorization on the Main Market of the Warsaw Stock Exchange.
Disclaimer:
This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZAP. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, approved by the Polish Financial Supervision Authority and published on the Company’s website (www.grupaazoty.com) as well as on the websites of the offering agents : UniCredit CAIB Poland S.A. (www.ca-ib.pl) and Dom Maklerski PKO Bank Polski (www.dm.pkobp.pl.)
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 17th December 2012.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 10th December 2012.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 3rd December 2012.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 27th November 2012.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 20th November 2012.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that the Management Board of ZAK S.A., the Issuer’s subsidiary, on 19th November 2012 adopted the final recommendation about the implementation of the investment project “New Power Engineering for ZAK” with the following parameters:
The thermal power plant’s project at ZAK S.A. will be implemented in stages. The start-up of the facilities covered by the investment, whose cost is estimated at 300 million PLN, is planned for the first quarter of 2016. Pursuant to the binding legal regulations, derogation allows for the use of the existing boilers.
After 2016 the increase of the capacity will be possible based on coal or natural gas.
The decision is based on detailed external analyses taking into account significant conditions in the surroundings of ZAK SA and the optimum choice of the fuel. The accepted parameters of the offer form an integral part with the concept of power safety and security at ZAK S.A. and in Azoty Tarnów Group.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby submits the correction of the Consolidated Quarterly Statement for the 3rd quarter of 2012, published on 14th November 2012.
The correction of the Report is a result of an editorial mistake in preparing selected consolidated financial data referring to the net cash flow from operating activities as well as net cash flow from investment activities.
PREVIOUS DATA:Net cash flow from operating activities 201 154 49 775 136 805 (74 447)Net cash flow from investment activities (702 067) (173 723) (109 681) (49 502)
CURRENT DATA:Net cash flow from operating activities 573 871 201 154 136 805 49 775Net cash flow from investment activities (460 088) (702 067) (109 681) (173 723)
Simultaneously, the Company informs that values of net cash flow from operating activities as well as net cash flow from investment activities presented in the financial statement, which is an integral part of the interim report, are correct and the mistake applies only to the selected consolidated financial data.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Company”) hereby announces the execution on 14 November of a consolidation agreement with Zakłady Azotowe Puławy S.A. (“ZA Puławy”) (the “Consolidation Agreement”), specifying the principles for the consolidation of the Company and ZA Puławy after registration of an increase in the Company’s share capital through the series D share issue addressed to existing ZA Puławy shareholders (the “Capital Increase”).
The Consolidation Agreement supersedes and replaces the memorandum of understanding of 20 September 2012 announced by the Company in current report 64/2012 of 20 September 2012 and current report 66/2012 of 30 October 2012.
The Consolidation Agreement provides for the consolidation into one group (the “Group”) to be implemented in two stages. The first stage, set to commence after the Capital Increase, will see the Parties take actions to achieve, among others, the following: (a) maximisation of cost synergies, particularly in the area of raw material and common utilities procurement, (b) realising synergies resulting from an expansion in mineral fertiliser production capacities, (c) development of a flexible fertiliser product portfolio, (d) increasing operational scale and streamlining of Group operations to expand ammonia and nitric acid production capacities, (e) logistics optimisation across Group companies, (f) achievement of sustainable competitive advantages for the Group, together with ensuring conditions for stable growth in the global fertiliser and chemical markets, so as to create client and shareholder value on a continuous basis and uphold sustainable development and CSR practices, and (g) enhancement of brand value for the consolidated Group.
The consolidation will be coordinated by a specially-designated joint consolidation committee with equal representation of both Parties. Aside from the overall supervision of the Consolidation Agreement and facilitation of cooperation between the Parties, the committee’s objectives include drawing up a detailed consolidation plan taking into consideration the following goals and assumptions: (a) the objective of the second stage of consolidation is optimisation of Group structure, management model and organisation in a manner enabling development of an effective enterprise capable of making full use of synergies, (b) the Group’s operating model will provide for division of the Group’s business areas into management centres in a manner reflecting the experience, knowledge, technological development and market position of both companies in each operating area, and (c) optimisation of the Group’s internal ownership structure.
In accordance with the Consolidation Agreement, within their corporate authority the management boards of the two companies will recommend to their respective supervisory boards that the management board of each of the companies, consisting of between four and six people, include an equal number of representatives from both companies.
The Parties have also agreed on rules governing use of the “Grupa Azoty” trademark, on the addition of the prefix “Grupa Azoty” in front of the names of some of the companies within the Group, and on aligning each company’s financial year with the calendar year.
In accordance with the Consolidation Agreement, in order to promote shareholder stability and acquire long-term investors, the Company’s Management Board intends to recommend that the Company’s general meeting adopt a resolution on dividend distribution amounting to 40-60% of the Company’s separate net profit for each financial year, after taking into consideration the factors mentioned in the Consolidation Agreement.
Furthermore, the Parties have agreed that consolidation is to take place with observance of the rules and responsibilities specified in agreements with the workforce and collective labour agreements with trade unions, and have emphasised the need for on-going cooperation on maintaining dialogue with employees.
Within its corporate authority, the Company’s Management Board has re-affirmed its support for ZA Puławy’s investments specified in the Consolidation Agreement.
The Parties also have agreed on their mutual responsibilities and rules governing information requirements, intellectual property and personal data protection.
In principle, the Consolidation Agreement enters into force upon registration of the Capital Increase.
Disclaimer:
This announcement is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZA Puławy. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, subject to approval by the Polish Financial Supervision Authority.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned notification indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
Notification was prepared on 12th November 2012.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that further to art. 160 paragraph 1 of Act of 29th July 2005 on Trading in Financial Instruments (Dz. U. No. 183, item 1538 as amended) it was notified of transactions in the Company’s financial instruments made by a person closely related to two Members of the Supervisory Board.
The above-mentioned information indicates that the person closely related simultaneously with two Members of the Supervisory Board made the following transactions:
All transactions were concluded at regular trading sessions on the Warsaw Stock Exchange.
The information was prepared on 2nd November 2012.
The persons required to provide the above-mentioned information have not agreed to publish the data referred to in § 2 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 15th November 2005 on Transferring and Disclosing Information on Certain Transactions in Financial Instruments and on the Principles of Compiling and Maintaining the List of Individuals Having Access to Specific Confidential Information.
In reference to the Current Report No. 64/2012 of 20th September 2012 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that the Annex No. 1 to the Agreement with Zakłady Azotowe “Puławy” S.A. (“ZA Puławy”), defining the principles of the cooperation between the parties and the conduct of the negotiations aimed at signing the agreement (“the Consolidation Agreement”) was concluded today. Pursuant to the Annex, the Company and ZA “Puławy” extended the time limit for the conclusion of the Consolidation Agreement within the range of the principles of corporate governance, the functional segmentation of the business areas, the continuation of the initiated investment projects, including those energy-related, until 14th November 2012.
Disclaimer:
This announcement is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZA Puławy. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, subject to approval by the Polish Financial Supervision Authority.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 29th October 2012 it was informed by Generali Otwarty Fundusz Emerytalny (Generali Open Pension Fund, hereinafter referred to as ”Generali OFE”) with a notification of 26th October 2012 prepared pursuant to paragraph 69 items 1 and 2 of the Act of 29th July 2005 on Public Offering and Terms of Introduction of Financial Instruments to an Organized Trading System and on Public Companies (Dz. U. of 2009 No. 185 item 1439). According to the information as a result of the settlement as at 24th October 2012 Generali OFE owns below 5% of the total number of votes at the Company’s General Meeting.
Number of shares held by Generali OFE before the change amounted to 3 340 610 shares (say: three million three hundred and forty thousand six hundred and ten) which constituted 5.21% shareholding in the Company’s current share capital and translates into 5.21% votes at the Company’s General Meeting.
Number of shares held by Generali OFE after the change amounts to 2 335 522 shares (say: two million three hundred and thirty-five thousand five hundred and twenty-two) which constitutes 3.64% shareholding in the Company’s current share capital and translates into 3.64% votes at the Company’s General Meeting.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Company”) informs that the agreement with Zakłady Azotowe „Puławy” S.A. (“ZA Puławy”), defining the principles of the cooperation between the parties and the conduct of the negotiations, aimed at signing the agreement (“the Consolidation Agreement”) specifying the principles of consolidation of both companies in the framework of the joint capital group (“the Group”), has been concluded today.
The Consolidation Agreement will specify, in particular, the principles of corporate governance of the Company and ZA Puławy, as well as the model of the Group’s functioning, including the functional areas of the Group’s business segmentation in the management centres, so as to reflect experience, knowledge, technological development and market position of both companies. The agreement predicts that after the increase in the Company's share capital through the issue of D series shares, each company’s Management Board will recommend the appropriate Supervisory Board to appoint the same number (2 or 3) of the members of the current Management Boards to the appropriate Management Board. The parties agreed that the name of the Group will be “Grupa Azoty”.
Pursuant to the Agreement, the integration and development strategy of the Group will have to guarantee the Group’s constant improvement of the competitive position, as well as the conditions for the stable development in the global chemical market together with its constant value structuring. The main strategic objectives of the Group will be: the listing of Grupa Azoty shares in WIG20, seeking to guarantee the shareholders of the Group’s companies one of the highest return of the invested capital in the industry and the maintenance of the permanent position as one of the leaders in the production of fertilizers in Europe and of a significant competitor in the world.
The parties agreed to make reasonable efforts to conclude the Consolidation Agreement in two stages: until 30th October 2012 – within a range concerning corporate governance, the functional segmentation of the business areas, the continuation of the initiated investment projects, including those energy-related, and within 30 days after the registration in the court, responsible for maintaining the commercial register, of the increase in the share capital of the Company – within the range of the strategy and synergy. Dividing the conclusion of the Consolidation Agreement in two stages is a consequence of the limitations in the information exchange possibility between the Company and ZA Puławy, resulting from the competition protection laws. The Consolidation Agreement will become effective and will be implemented on condition of conducting the offer of D series shares of the Company, provided that, as a result of the Offer, the Company creates the Group with ZA Puławy.
In the framework of the negotiations, the parties carry out the mutual examination and the organizational structures’ analysis of the companies, which will ultimately be the part of the Group, as well as their financial status and other investment projects.
The Parties will establish a steering committee, consisting of the representatives of the parties and their advisors, which will have the task of supervising the implementation of the agreements and negotiations concerning the conclusion of the Consolidation Agreement.
Disclaimer:
This announcement is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZA Puławy. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, subject to approval by the Polish Financial Supervision Authority.
The Management Board of Zakłady Azotowe w Tarnowie - Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that on 17th September 2012 the Supervisory Board of ZAK S.A. with a registered seat in Kędzierzyn-Koźle, Poland (the subsidiary of the Issuer, hereinafter referred to as “the Company”) accepted the resignation of Mr Jerzy Marciniak (simultaneously the Chairman of the Issuer’s Management Board) from performing the function of the Chairman of the Management Board of ZAK S.A.
Simultaneously, pursuant to § 21 section 1 in connection with § 22 section 1 of the Articles of Association of the Company, the Supervisory Board of ZAK S.A. entrusted the fulfillment of the function as the Chairman of the Management Board to Mr Adam Leszkiewicz, who had previously fulfilled the function of the Vice-Chairman of the Company’s Management Board.
Mr Jerzy Marciniak performed the function of the Chairman of the Management Board of ZAK S.A. from 1st February 2011 to 17th September 2012. Mr Adam Leszkiewicz was appointed to the Management Board of ZAK S.A. on 12th January 2012.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Company”) hereby announces that on 11 September 2012, acting pursuant to art. 444, 446 and 447 of the Act of 15 September 2000, the Polish Commercial Companies Code, § 10 sec. 3 and subsequent of the Company’s articles of association (the “Articles of Association”), and subject to approval from the Company’s Supervisory Board, it adopted a resolution on increase of the Company’s share capital by an amount not lower than PLN 5 and not higher than PLN 214 336 465 (in words: two hundred and fourteen million, three hundred and thirty-six thousand, four hundred and sixty-five Polish zloty) through the issue of not less than 1 (in words: one) and not more than 42 867 293 (in words: forty-two million, eight hundred and sixty-seven thousand, two hundred and ninety-three) series D ordinary bearer shares with a nominal value of PLN 5 each (the “Series D Shares”).
The issuance of Series D Shares will take place via an open subscription with exclusion of existing shareholders’ pre-emptive rights, through a public offering in the meaning of art. 3 sec. 3 of the Act of 29 July 2005 on Public Offerings and Public Companies (the “Act on Offerings”). In accordance with § 10 sec. 4 of the Articles of Association, Series D Shares will be offered to the shareholders of Zakłady Azotowe “Puławy” S.A., having its registered office in Puławy, entered into the register of companies of the National Court Register, maintained by the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, 6th Commercial Division of the National Court Register, entry number KRS 0000011737 (“ZA Puławy”), on the conditions specified in the Company’s prospectus or offering memorandum drawn up in accordance with the provisions of the Act on Offerings and other relevant regulations (the “Offering Document”), in connection with the public offering of Series D Shares and the application for admission and introduction of Series D Shares to trading on the regulated market managed by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A. – the “WSE”).
1. Series D Shares will be fully paid for with non-cash contributions in the form of ZA Puławy shares with a nominal value of PLN 10.00 (in words: ten Polish zloty) each. ZA Puławy shares constitute disposable securities which are traded on the main WSE market under ISIN code PLZAPUL00057. The non-cash contribution will be made on the conditions specified in the Offering Document and in accordance with the rules applicable to public companies listed on the WSE. Given the fact that Series D Shares will be subject to dematerialisation in connection with the application for their admission and introduction to trading on a regulated market, in accordance with art. 336, § 3 of the Polish Commercial Companies Code, Series D Shares will be ordinary bearer shares.
2. The Management Board will set the price of one ZA Puławy share in accordance with art. 3121, § 1, point 1 of the Polish Commercial Companies Code on the basis of the six-month weighted average ZA Puławy share price on the WSE main market. In connection with the above, pursuant to art. 3121, § 1, point 1 of the Polish Commercial Companies Code, the Management Board will waive the requirement for the non-cash contribution for Series D Shares to be audited by a statutory auditor. The Management Report drawn up in connection with the acquisition of Series D Shares for a non-cash contribution in the form of ZA Puławy shares constitutes Appendix no. 1 hereto.
3. In accordance with § 10, sec. 4 of the Articles of Association, one ZA Puławy share will constitute a non-cash contribution for 2.5 Series D Shares (the “Exchange Ratio”).
4. Subject to the provisions in sec. 5 below, the number of Series D Shares which will be allotted to an existing ZA Puławy shareholder, i.e. an entity in whose securities account ZA Puławy shares are recorded or for whom a relevant register is maintained by an investment firm in respect of such ZA Puławy shares, provided that such entity submits a valid subscription for Series D Shares in accordance with the rules specified in the Offering Document, will constitute the product of multiplying the number of ZA Puławy shares specified in a valid subscription for Series D Shares correctly submitted by each shareholder and the Exchange Ratio. The number of Series D Shares calculated in this manner will be rounded down to the nearest whole number.
5. If, following the Series D Shares subscription submission period, the number of ZA Puławy shares covered by correctly submitted Series D Shares subscriptions corresponding to the respective number of deposit certificates submitted, together with ZA Puławy shares held by the Company and its subsidiaries, represents at least 66%, but less than 90% of total votes at the general meeting of ZA Puławy, the Management Board may adopt a decision to decrease the number of Series D Shares offered under the Offering to a number corresponding to the product of multiplying the Exchange Ratio and the total number of ZA Puławy shares constituting, together with fractional ZA Puławy shares acquired in exchange for Additional Payments (in accordance with the definition below) and ZA Puławy shares held by the Company and its subsidiaries, not less than 66% of total votes at the general meeting of ZA Puławy. The Management Board will at the same time specify an appropriate proportional reduction rate in respect of Series D Shares subscriptions submitted by ZA Puławy shareholders (the “Reduction Rate”). In such event the number of Series D Shares acquired by a given ZA Puławy shareholder will be calculated as the product of the number of Series D Shares, as calculated in accordance with the rules specified in sec. 4 above, and the Reduction Rate. The number of Series D Shares calculated in this manner will be rounded down to the nearest whole number.
6. Each ZA Puławy shareholder who/which has submitted a valid subscription for Series D Shares and as a result of the rounding procedure described in sec. 4 and sec. 5 above was not allotted a fractional Series D Share, will receive an additional payment from the Company, calculated as the product of the fraction by which the number of Series D Shares was rounded down and the value of one Company share – PLN 44 (the “Additional Payment”). The Additional Payment will be paid by the Company from its own funds within the deadline and on the conditions specified in the Offering Document.
7. A share capital increase will be carried out in an amount corresponding to the number of Series D Shares acquired, with consideration given to the provisions of sec. 4 and 5 above. The Company’s Management Board will submit a declaration in the form of a notarial deed regarding the amount of the acquired share capital and re-statement of the amount of share capital in the Articles of Association prior to submission of the share capital increase to the register – pursuant to art. 310, § 2 and 4 in connection with art. 431, § 7 of the Polish Commercial Companies Code.
Series D Shares will participate in dividends on a par with other Company shares, starting from the dividend for the financial year 2012, i.e. from 1 January 2012.
Upon Supervisory Board approval, the Management Board will set the Series D Shares issue price through a separate resolution.
Detailed rules for the offering, distribution and allotment of Series D Shares, in particular the dates for opening and closing of the subscription submission period, detailed rules regarding the non-cash contribution for Series D Shares, including submission deadlines, and detailed rules regarding the Additional Payments, including payment deadlines, will be specified in the Offering Document.
In the Company’s interest, the pre-emptive rights to Series D Shares held by the Company’s existing shareholders are fully waived. The issuance of Series D Shares constitutes an element of the transaction to acquire ZA Puławy shares. A written opinion of the Management Board providing justification for the exclusion of existing shareholders’ pre-emptive rights to Series D Shares constitutes Appendix no. 2 hereto.
The Management Board may at any time decide not to execute the resolution, suspend its execution, or to withdraw from the public offering of Series D Shares, or to suspend such public offering. In adopting a decision to suspend the public offering of Series D Shares, the Management Board may decide not to indicate a new deadline for such public offering. The deadline may be determined and publically announced at a later date.
A decision has been taken to apply for the admission and introduction of Series D Shares to trading on the WSE regulated market and for the Management Board to take any necessary actions related thereto.
A decision has been taken to dematerialise Series D Shares and for the Management Board to conclude an agreement on registration of Series D Shares in the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.), and to take any other necessary actions related to the dematerialisation of Series D Shares.
By way of a separate resolution, the Management Board may decide to apply for the admission and introduction of rights to Series D Shares to trading on the WSE regulated market and to dematerialise such rights to Series D Shares, and to conclude an agreement with the National Depository for Securities on registration of such rights to Series D Shares.
In connection with the increase in the Company’s share capital, § 7 sec. 1 of the Company’s Articles of Association is reworded as follows:
“1. The Company’s share capital amounts to not less than PLN 320 577 225.00 (in words: three hundred and twenty million, five hundred and seventy-seven thousand, two hundred and twenty-five Polish zloty) and not more than PLN 534 913 685.00 (in words: five hundred and thirty-four million, nine hundred and thirteen thousand, six hundred and eighty-five Polish zloty) and is divided into not less than 64 115 445 (in words: sixty-four million, one hundred and fifteen thousand, four hundred and forty-five) and not more than 106 982 737 (in words: one hundred and six million, nine hundred and eighty-two thousand, seven hundred and thirty-seven) shares with a nominal value of PLN 5 (in words: five Polish zloty) each, including: a) 24 000 000 (in words: twenty-four million) series AA bearer shares, numbered from AA 000000001 to AA 024000000; b) 15 116 421 (in words: fifteen million, one hundred and sixteen thousand, four hundred and twenty-one) series B bearer shares; c) 24 999 023 (in words: twenty-four million, nine hundred and ninety-nine thousand and twenty-three) series C ordinary bearer shares;d) From 1 (in words: one) to 42 867 293 (in words: forty-two million, eight hundred and sixty-seven thousand, two hundred and ninety-three) series D ordinary bearer shares.”
Disclaimer: This material is of a purely informational nature and is not or does not constitute a part of, nor should it be construed as an offer or a solicitation for subscription of, guarantee of purchase or in any other manner acquisition or disposal of any securities, particularly shares in the Company or ZA Puławy. Neither this material in its entirety nor parts thereof may be used as the basis for, nor should they be relied upon in connection with any agreement or commitment or investment decision regarding any securities of the Company, entities in the Company’s group or ZA Puławy. This material does not constitute a recommendation regarding any securities of the Company, entities in the Company’s group or ZA Puławy. The only legally binding document concerning the Series D Share offering will be the prospectus drawn up by the Company, subject to approval by the Polish Financial Supervision Authority, or an offering memorandum subject to an assessment of equivalence of information as regards the form and content of information required in prospectuses.
Attachment: Opinion of the Management Board of Azoty Tarnów Report by the Management Board of Azoty Tarnów
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 22nd August 2012 the Company signed with Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (hereinafter referred to as “PKO BP”) and Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as “PZU Życie”) an agreement (hereinafter referred to as “the Annex”) amending the Loan Agreement of 14th August 2012 (hereinafter referred to as “the Loan Agreement”) concluded with PKO BP about which the Company informed in Current Report No. 57/2012 on 15th August 2012.
Pursuant to the Annex, PZU Życie acquired partly rights and obligations of PKO BP under the Loan Agreement, becoming the Company’s lender of the amount corresponding up to 50% of the current involvement of PKO BP under Loan A and 50% of current involvement of PKO BP under Loan B (according to the definitions published in the Company’s Current Report No. 57/2012).The Annex also provides for establishing for PZU Życie collaterals analogous to the ones established in favour of PKO BP, including financial and registered pledges on shares in Zakłady Chemiczne „POLICE” S.A. (hereinafter referred to as “ZChP”) and on shares in Zakłady Azotowe „Puławy” S.A. (hereinafter referred to as “ZAP”) purchased by the Company as well as on the Company’s bank accounts operated by PKO BP and an the account held by DM PKO BP and a declaration of submission to enforce the procedure.
Pursuant to the Annex, PZU Życie became a party to the Loan Agreement the name of which was also changed to “Joint Financing Agreement”. Other important liabilities of the Company covered by the Loan Agreement did not change.
The Annex is an amendment to the Agreement fulfilling the criterion of a significant agreement due to the fact that its value at the time of signing exceeded 10% of sales revenue of the Azoty Tarnów Group over the last four financial quarters.
The subject of the above-mentioned financial pledges on ZChP’s shares is 49,500,000 dematerialized ordinary bearer shares in ZChP with a nominal value 10 PLN each and the total nominal value of 495,000,000 PLN which constitute 66% of the share capital of ZChP and authorize to exercise 66% votes at the General Meeting of ZChP. The shares which are the subject of pledges constitute the Company’s long-term investment and are admitted to trading on the Warsaw Stock Exchange.
The value of liabilities secured with the pledges represents the total amount of involvement of PZU Życie resulting from the Annex. The book value of the pledged assets in the Company’s account books amounts to 569,250,000 PLN.
The State Treasury is a significant shareholder of the Company and of Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as “PZU”) being the only shareholder of PZU Życie. Mr Ryszard Trepczyński, a Member of the Company’s Supervisory Board, is a Member of the Management Board of PZU and a Member of the Management Board of PZU Życie. Apart from the above-mentioned there is no relationship between the Company, its management or supervisory personnel and the secured party.
DisclaimerThis announcement does not constitute and is not a part of and should not be treated as an offer or as an offer to subscribe for or to acquire or dispose in any way any securities, including in particular shares in the Company or ZAP. The only legally binding document relating to the public tender offer for shares in ZAP (“the Tender Offer”) is the content of the Tender Offer, announced by the Company on 13th July 2012 (as amended) through UniCredit CAIB Poland S.A. with a registered office in Warsaw, Poland, pursuant to requirements of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organised Trading System and on Public Companies (consolidated text: Polish Journal of Laws of 2009 no. 185, item 1439) and the Ordinance of the Minister of Finance of 19th October 2005 on Specimen Tender Offers for the Sale or Exchange of Shares of a Public Company, Detailed Means of their Announcement and the Terms and Conditions of Purchasing Shares under such Tender Offers (Polish Journal of Laws of 2005, no. 207, item 1729 as amended).
The only legally binding document relating to the Company’s offer of new shares issue addressed to the existing shareholders of ZAP shall be the Prospectus drawn up by the Company and subject to approval by the Polish Financial Supervision Authority.
Pursuant to Current Report No. 59/2012 of 17th August 2012, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (”the Company”) hereby informs that the transaction of acquiring shares in Zakłady Azotowe „Puławy” S.A. (“ZA Puławy”) within the Public Tender Offer for shares in ZA Puławy authorising to exercise 32% votes at the General Meeting of ZA Puławy announced on 13th July 2012 (Current Report No. 40/2012) (”the Tender Offer”) has been concluded today.
The transaction of acquiring the shares related to all shares of ZA Puławy covering the subscription within the Tender Offer, i.e. [1,968,083] shares of ZA Puławy, constituting [10.3]% of the share capital of ZA Puławy and authorising to [10.3]% votes at the General Meeting of ZA Puławy (”the Shares”). The shares were acquired by the Company at the price of 110 PLN per share which amounts to the total value of the transaction equal to [216,489,130] PLN. The settlement of the acquisition of the Shares will be on the date indicated in the content of the Tender Offer.Before announcing the Tender Offer, the Company did not have any shares in ZA Puławy. The Shares acquired by the Company are traded in the regulated market on the Warsaw Stock Exchange.
Disclaimer
The present announcement does not constitute any offer or proposal to subscribe for the sale or purchase or any recommendation referring to any securities. The only legally binding document relating to the Tender Offer is the content of the Public Tender Offer (as amended) announced by the Management Board on 13th July 2012 through UniCredit CAIB Poland S.A.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) makes available to the public information about concluding the public tender offer for shares in Zakłady Azotowe „Puławy” S.A. with a registered office in Puławy, Poland, authorizing to exercise 32% votes at the General Meeting of this entity as announced on 13th July 2012 (Current Report No. 40/2012) (“the Tender Offer”) and a decision to acquire the shares through the Tender Offer. Announcement on this matter is attached to this Report.
Disclaimer
The present announcement does not constitute any offer or proposal to subscribe for the sale or purchase or any recommendation referring to any securities. The only legally binding document relating to the Public Tender Offer for shares representing 32% of the share capital of Zakłady Azotowe „Puławy” S.A. is the content of the Public Tender Offer (as amended) announced by the Management Board on 13th July 2012 through UniCredit CAIB Poland S.A.
Attachment: Announcement about concluding the public tender offer for shares in Zakłady Azotowe „Puławy” S.A.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. with a registered office in Tarnów, Poland, (”the Company”), acting pursuant to § 38 section 1 point 2 of the Ordinance of the Minister of Finance dated 19th February 2009 on current and periodic information to be published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state, further to the approval of a consolidated text of the Company’s Articles of Association (“the Articles of Association”) by the Supervisory Board on 14th August 2012 covering the changes introduced to the Articles of Association by the Extraordinary General Meeting of Shareholders with resolution no. 4 of 14th July 2012, hereby provides its content in the Annex.
Changes to the Articles of Association were presented by the Company in Current Report No. 50/2012 published on 25th July 2012.
Attachment: the Articles of Association
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby announces that on 14th August 2012 the Company concluded a loan agreement (“the Loan Agreement”) with Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (“PKO BP”) the subject of which is granting by PKO BP to the Company of: (i) a PLN 500 000 000 term loan facility (“Loan A”); (ii) a PLN 211 000 000 term loan facility (“Loan B”); and (iii) a PLN 211 000 000 guarantee line (“the Guarantee Line”), with stipulation that PKO BP’s overall exposure under the Loan Agreement will not exceed PLN 711 000 000.
Loan A’s purpose is to finance the acquisition by the Company of up to 32% of shares in Zakłady Azotowe “Puławy” S.A. (“ZAP”) as a result of a public tender offer for the sale of shares in ZAP announced by the Company on 13th July 2012 (“the Tender Offer”), along with costs and expenses associated with the acquisition of shares in ZAP.
Loan B’s purpose is to finance the Company’s acquisition of shares in ZAP as a result of a tender offer to purchase shares in ZAP, the announcement of which may be mandatory in connection with the In-Kind Offering specified in the Tender Offer or in another manner (“the Subsequent Tender Offer”). The purpose of the Guarantee Line is to provide the brokerage firm managing the Subsequent Tender Offer with a bank guarantee issued by PKO BP as a collateral covering payment of the price for ZAP shares acquired by the Company under the Subsequent Tender Offer.
Under the Loan Agreement, the Company is required to make its own contribution to financing for the purchase price of ZAP shares acquired by the Company via the Tender Offer.
The interest rate on the loan granted under the Loan Agreement is determined on the basis of the WIBOR rate increased by the margin indicated in the Loan Agreement. Furthermore, the Company is required to pay additional fees and commission, in the amount and on the conditions specified in the Loan Agreement, in connection with concluding the Loan Agreement and PKO BP’s financial exposure during the loan term. In addition, the Loan Agreement contains provisions imposing limits on the Company and its subsidiaries as regards dividend distribution, the disposal or encumbrance of significant assets belonging to these entities and the grant of loans, credits and guarantees.
The Loan Agreement specifies a list of events entitling PKO BP to fully or partially terminate the Loan Agreement and call any debt immediately payable after ineffective lapse of the corrective period specified for each event in the Loan Agreement (such period being compliant with market standards for similar financings), covering lack-of-payment events, non-fulfilment of obligations, declarations at variance with the truth, defaults and similar events.
The list of loan collateral provided in the Loan Agreement includes registered and financial pledges on the ZAP shares acquired by the Company and shares in Zakłady Chemiczne “POLICE” S.A. (“ZChP”), pledges and powers of attorney for bank accounts and declarations on submission to enforcement proceedings.
In accordance with the Loan Agreement, the loans are to be repaid in quarterly instalments by 31st December 2017.
The Agreement fulfils the criterion of a significant agreement due to the fact that its value exceeds 10% of the Azoty Tarnów Group’s sales revenue over the last four financial quarters.
The registered pledge will be established upon registration by the court maintaining the pledge register.
The object of the pledge is 49 500 000 dematerialised ordinary bearer shares in ZChP with a nominal value of PLN 10 each and total nominal value of PLN 495 000 000, comprising 66% of ZChP’s share capital and carrying 66% of votes at ZChP’s General Meeting. The shares constituting the object of the pledges comprise a long-term investment by the Company and are admitted to trading on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).
The amount of the liability secured by pledges corresponds to the total amount of PKO BP’s exposure under the Loan Agreement. The book value of the pledged assets, recorded in the Company’s accounts, is PLN 569 250 000.
The State Treasury of Poland is a significant shareholder in the Company and in PKO BP. A member of the Company’s Supervisory Board, Mr Jacek Obłękowski, is a Vice-President of PKO BP’s Management Board. Furthermore, Mr Marek Mroczkowski, a member of the Company’s Supervisory Board, is a member of PKO BP’s Supervisory Board. Apart from the above there are no ties between the Company, its management or supervisory personnel and the secured party.
Legal notice
This announcement neither constitutes nor is a part of nor should be construed as an offer or a proposal to subscribe for or in any other manner purchase or sell any securities, including in particular shares in the Company and shares in ZAP. The only legally binding document in relation to the Tender Offer is the content of the Tender Offer document (including any amendments), published by the Management Board on 13th July 2012 with the intermediation of UniCredit CAIB Poland S.A., headquartered in Warsaw, in accordance with the requirements of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organised Trading System and on Public Companies (consolidated text: Polish Journal of Laws of 2009 no. 185, item 1439) and the Ordinance of the Minister of Finance of 19th October 2005 on Specimen Tender Offers for the Sale or Exchange of Shares of a Public Company, Detailed Means of their Announcement and the Terms and Conditions of Purchasing Shares under such Tender Offers (Polish Journal of Laws of 2005, no. 207, item 1729 as amended).
The only legally binding document relating to the Company’s offer of new shares issue addressed to the existing shareholders of ZAP shall be the Prospectus drawn up by the Company and subject to approval by the Polish Financial Supervision Authority.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby makes available to the public information about the decision to acquire shares in the Public Tender Offer for Zakłady Azotowe „Puławy” S.A. with a registered office in Puławy, Poland, authorizing to exercise 32% votes at the General Meeting of Shareholders of this entity announced on 13th July 2012 (Current Report No. 40/2012) (“the Tender Offer”) despite of non-fulfilment of the condition stipulated in point 27 of the Tender Offer. Announcement on this matter is attached to this Report.
Attachment: Decision to Acquire Shares in the Public Tender Offer Despite of Non-Fulfilment of a Stipulated Condition
Further to Current Reports No 7/2012 of 19th January 2012 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A (“the Company”, “Azoty Tarnow”) hereby informs that the publication date of the periodical report for the first half of 2012 has been changed. The report will be submitted on 20th August 2012 instead of 30th August 2012. Considering the above, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA hereby again notifies of the publication dates of periodical reports in the financial year 2012:
1. Quarterly reports:- extended consolidated report for Q3 2012 – 14th November 2012
2. Half-yearly reports:- extended consolidated report for the 1st half of 2012 – 30th August 2012
At the same time the Management Board states that according to § 83, paragraph 1 of the Ordinance of Minister of Finance dated 19th February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes), the Company will not publish a separate quarterly reports. The consolidated quarterly report will include quarterly financial information.
Furthermore, the Management Board informs that the Company will not publish a quarterly report and consolidated quarterly report for Q2 2012 according to the regulation § 101, paragraph 2 of the Ordinance.
The Company will not publish a separate half-yearly report according to § 83, paragraph 3 of the Ordinance, either.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that on 31st July 2012 it received from Mr Ryszard Trepczyński, who is a Member of the Management Board of Powszechny Zakład Ubezpieczeń S.A. (“PZU S.A.”) and simultaneously is a Member of the Company’s Supervisory Board, information about transactions made by a person closely related to the Company in the meaning of the Act on Trading in Financial Instruments of 29th July 2005 (“Act on Trading in Financial Instruments”) i.e. PZU S.A. and PZU Życie S.A. on shares in the Company.
Mr Ryszard Trepczyński is a Member of the Management Board of Powszechny Zakład Ubezpieczeń S.A. and thus he is a person related to PZU S.A. and PZU Życie S.A. in the meaning of Article 160, paragraph 2, item 4a) of the Act on Trading in Financial Instruments.
On 24th July 2012 shares in the Company were contributed to the fund:
- through PZU S.A. in the amount of 80,369 shares at a price of 44.70 PLN per share. The total value of transactions amounted to 3,592,494.30 PLN.
- through PZU Życie S.A. in the amount of 132,777 shares at a price of 44.70 PLN per share. The total value of transactions amounted to 5,935,131.90 PLN.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to “the Company”) makes available to the public information about changing the content of the public tender offer for 6,116,800 shares in Zakłady Azotowe „Puławy” S.A. with a registered office in Puławy, Poland, authorizing to exercise 32% votes at the General Meeting of this entity announced on 13th July 2012 (Current Report No. 40/2012) (hereinafter referred to “Public Tender Offer”).
Announcement about changes to the content of the Public Tender Offer is an attachment to this Report.
DisclaimerThe present announcement does not constitute any offer or proposal to subscribe for the sale or purchase or any recommendation referring to any securities. The only legally binding document relating to the public tender offer for Shares representing 32% of the share capital of Zakłady Azotowe „Puławy” S.A. is the content of the Public Tender Offer (as amended) announced by the Management Board on 13th July 2012 through UniCredit CAIB Poland S.A.
Attachment: Announcement about changes to the content of the Public Tender Offer
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby reports that on 27th July 2012 the Company received the information from Powszechny Zakład Ubezpieczeń Spółka Akcyjna (“PZU S.A.”) pursuant to Article 69 section 1 point 2 of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organized System of Trading and on Public Companies (“Act on Offer”). Further to the information received, as a result of the share contribution to the fund PZU FIZ AKCJI by PZU S.A. and PZU Życie S.A. on 24th July 2012 in the amount of 213,146 shares in the Company, the involvement of PZU S.A. with its subsidiary - PZU Życie S.A. - decreased below the minimum level of 5% of the total number of votes during the General Meeting of the Company.
1. Before the share change:The total number of shares held: 3,392,642The percentage share in the capital of the Company: 5.29%The total number of votes from shares: 3,392,642The percentage share in the total number of votes: 5.29%
2. After the share change:The total number of shares held after the change: 3,179,496The percentage share in the capital of the Company: 4,96%The number of votes from shares: 3,179,496The percentage share in the total number of votes: 4.96%
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to “the Company”) hereby encloses answers to the questions asked the Management Board pursuant to Article 428 § 1 of the Code of Commercial Companies („KSH”) during the Extraordinary General Meeting on 14th July 2012 as well as questions asked off the Extraordinary General Meeting pursuant to Article 428 § 6 of KSH.
Attachment: Answers to the Questions Asked during and off the Extraordinary General Meeting held on 14th July 2012
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) based on an excerpt obtained from the Register of Entrepreneurs of the National Court Register has been informed that on 24th July 2012 the Regional Court for Kraków-Śródmieście in Kraków, 12th Economic Division of the National Court Register, registered changes to the Company’s Articles of Association.
The registered changes were adopted in Resolution No. 4 of the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. on 14th July 2012.Furthermore, the Company’s Management Board hereby makes available to the public changes to the Company’s Articles of Association:
§ 10 section 3ff. of the Company’s Articles of Association previously read as follows:3. “The Management Board is authorised to increase the Company's share capital by issuing new shares with a total nominal value of not more than PLN 146,686,575 (one hundred and forty-six million six hundred and eighty-six thousand five hundred and seventy-five) by means of one or more increases in the share capital within the limits defined above (target capital). The Management Board's authorisation to increase the share capital and to issue new shares within the target capital expires on 31 December 2012. Issue of shares within the target capital may only take place with pre-emptive rights of current shareholders.4. Unless stipulated otherwise in section 5 or in the Code of Commercial Companies and Partnerships, the Management Board decides on all matters connected with the increase in the share capital within the target capital, in particular the Management Board is authorised to:1) conclude agreements on investment sub-issue or service sub-issue or other agreements safeguarding the success of the share issue,2) adopt resolutions and take other actions regarding dematerialisation of shares, pre-emptive rights and rights to shares as well as to conclude agreements with Depozyt Papierów Wartościowych S.A. (the National Depository for Securities) on the registration of shares, pre-emptive rights and rights to shares,3) adopt resolutions and take other actions regarding, respectively, the share issue by public offering or application to distribute shares, pre-emptive rights and rights to shares in the regulated market.5. The Management Board’s resolutions regarding: 1) increasing the share capital within the target capital, or2) establishing the issue price of shares within the target capital, require the consent of the Supervisory Board.”
§ 10 section 3ff. of the Company’s Articles of Association now read as follows:“3. The Management Board is authorised to increase the Company’s share capital by issuing new shares with a total nominal value of not more than PLN 240,432,915, by means of increasing the share capital within the limits defined above (“the Target Capital”). The increase of the share capital within the Target Capital may be effected only for the purpose and under terms and conditions stipulated in section 4 below. The Management Board’s authorisation to increase the share capital and to issue new shares within the Target Capital expires within six months from the date of registration of the changes to the Articles of Association, stipulating the Target Capital. 4. Within the Target Capital, the Management Board is authorised to offer the Company’s shares with the exclusion of pre-emptive rights, only to shareholders of Zakłady Azotowe „Puławy” S.A., with a registered office in Puławy, Poland, entered into the Register of Entrepreneurs of the National Court Register under number KRS 0000011737 (”ZA Puławy”) in exchange for a non-cash contribution in the form of shares in ZA Puławy in such a way that one share in ZA Puławy will be a non-cash contribution to cover 2.5 Company’s shares issued within the Target Capital. The Resolution of the Management Board regarding issuing shares in exchange for a non-cash contribution in the form of shares in ZA Puławy does not require the approval of the Supervisory Board.5. In the Company’s interest the Management Board is authorised to deprive current shareholders, in whole or in part, of pre-emptive rights in relation to shares issued within the Target Capital only to offer them to shareholders of ZA Puławy according to rules described in section 4 above.6. Unless stipulated otherwise in section 7 or in the Code of Commercial Companies and Partnerships, the Management Board decides on all matters connected with the increase in the share capital within the Target Capital, in particular the Management Board is authorised to:1) conclude agreements protecting the organization and carrying out a share issue,2) adopt resolutions and take other actions regarding dematerialisation of shares and rights to shares as well as to conclude agreements with Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository for Securities) on the registration of shares and rights to shares,3) adopt resolutions and take other actions regarding, respectively, issuing shares by public offering or applying to distribute shares and rights to shares in the regulated market.7. The Management Board’s resolutions regarding:1) increasing the share capital within the Target Capital, 2) establishing the issue price of shares issued within the Target Capital, and3) excluding pre-emptive rights, require the consent of the Supervisory Board.(...)”
Further to Current Report No. 48/2012 of 23rd July 2012, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer” or “the Company”) hereby informs that on 25th July 2012 it was informed by a proxy of the following entities:
1. TrustService Limited Liability Company with a registered seat in Velikey Novogrod, Russia (hereinafter referred to as “TrustService”),2. JSC Acron, Joint Stock company with a registered seat in Velikey Novogrod, Russia (hereinafter referred to as “Acron”),3. Subero Associates Inc., private company limited by shares with a registered seat in Tortola, British Virgin Islands (hereinafter referred to as “Subero”),4. Mr Viatcheslav Kantor,
about indirect acquisition of the Issuer’s shares (hereinafter referred to as “the Notification”), prepared pursuant to article 77 section 7, article 69a section 1 point 3 and article 69 of Act of 29th July 2005 on Public Offerings and the Terms and Conditions of Admitting Financial Instruments to an Organised System of Trading and on Public Companies (hereinafter referred to as “the Act”).
According to the Notification of 20th July 2012 as a result of the transaction of acquisition of shares in the Company resulting from the Public Tender Offer for shares in the Company, announced pursuant to article 73 section 1 of the Act, on 16th May 2012 by Norica Holding S.à.r.l. with a registered seat in Luxembourg (hereinafter referred to as “Norica”) in which Norica directly acquired 7,715,131 shares in the Company constituting 12.03% of the total number of shares in the Company which entitle to exercise 7,715,131 votes at the Company’s General Meeting of Shareholders, constituting 12.03% of the total number of votes at the Company’s General Meeting of Shareholders:
- TrustService, dominant entity of Norica, indirectly, through its subsidiary Norica, acquired 7,715,131 shares in the Company, constituting 12.03% of the total number of shares in the Company which entitle to exercise 7,715,131 votes at the Company’s General Meeting of Shareholders, constituting 12.03% of the total number of votes at the Company’s General Meeting of Shareholders.
- Acron, dominant entity of TrustService, indirectly, through its subsidiary Norica, acquired 7,715,131 shares in the Company, constituting 12.03% of the total number of shares in the Company which entitle to exercise 7,715,131 votes at the Company’s General Meeting of Shareholders, constituting 12.03% of the total number of votes at the Company’s General Meeting of Shareholders.
- Subero, dominant entity of Acron, indirectly, through its subsidiary Norica, acquired 7,715,131 shares in the Company, constituting 12.03% of the total number of shares in the Company which entitle to exercise 7,715,131 votes at the Company’s General Meeting of Shareholders, constituting 12.03% of the total number of votes at the Company’s General Meeting of Shareholders.
- Mr Viatcheslav Kantor, citizen of Israel, dominant entity of Subero, through its controlled entity Norica, acquired 7,715,131 shares in the Company, constituting 12.03% of the total number of shares in the Company which entitle to exercise 7,715,131 votes at the Company’s General Meeting of Shareholders, constituting 12.03% of the total number of votes at the Company’s General Meeting of Shareholders.
Pursuant to the Notification, before the above described indirect acquisition of the Issuer’s shares by Norica resulting from the Public Tender Offer:
- TrustService did not hold, directly or indirectly, any shares in the Company,
- Acron did not hold, directly or indirectly, any shares in the Company.
- Subero indirectly, through its controlled entity Agroberry Ventures Limited with a registered seat in Nicosia, Cyprus, held 766,156 shares in the Company, constituting 1.2% of the share capital of the Company which entitled to exercise 766,156 votes at the Company’s General Meeting of Shareholders, constituting 1.2% of the total number of votes at the Company’s General Meeting of Shareholders.
- Mr Viatcheslav Kantor, indirectly, through its controlled entity Agroberry Ventures Limited (controlled by Mr Kantor’s controlled entity Subero), held 766,156 shares in the Company, constituting 1.2% of the share capital of the Company which entitled to exercise 766,156 votes at the Company’s General Meeting of Shareholders, constituting 1.2% of the total number of votes at the Company’s General Meeting of Shareholders.
At present:
- TrustService, dominant entity of Norica, indirectly, through its subsidiary Norica, holds 7,715,131 shares in the Company, constituting 12.03% of the share capital of the Company which entitle to exercise 7,715,131 votes at the Company’s General Meeting of Shareholders, constituting 12.03% of the total number of votes at the Company’s General Meeting of Shareholders.
- Acron, dominant entity of TrustService, indirectly, through its subsidiary Norica, holds 7,715,131 shares in the Company, constituting 12.03% in the share capital of the Company which entitle to exercise 7,715,131 votes at the Company’s General Meeting of Shareholders, constituting 12.03% of the total number of votes at the Company’s General Meeting of Shareholders.
- Subero, dominant entity of Acron, indirectly, through Subero’s controlled entities Norica and Agroberry Ventures Limited holds in total 8,481,287 shares in the Company, constituting 13.23% in the share capital of the Company which entitle to exercise 8,481,287 votes at the Company’s General Meeting of Shareholders, constituting 13.23% of the total number of votes at the Company’s General Meeting of Shareholders.
- Mr Viatcheslav Kantor, dominant entity of Subero, indirectly, through its controlled entities Norica and Agroberry Ventures Limited holds in total 8,481,287 shares in the Company, constituting 13.23% in the share capital of the Company which entitle to exercise 8,481,287 votes at the Company’s General Meeting of Shareholders, constituting 13.23% of the total number of votes at the Company’s General Meeting of Shareholders.
The entities controlled by Mr Viatcheslav Kantor, other than Norica and Agroberry Ventures Limited, do not hold any shares in the Company.
Entities controlled by Subero, other than Norica and Agroberry Ventures Limited, do not hold any shares in the Company.
Entities controlled by Acron, other than Norica and Agroberry Ventures Limited, do not hold any shares in the Company.
Entities controlled by TrustService, other than Norica and Agroberry Ventures Limited, do not hold any shares in the Company.
Simultaneously, Mr Viatcheslav Kantor, Subero, Acron and Norica informed - each of them individually - that they do not exclude within the coming 12 months to increase or decrease, directly or indirectly, their total number of votes at the Company’s General Meeting of Shareholders.
Furthermore, Mr Viatcheslav Kantor, Subero, Acron and Norica informed - each of them individually - that there are no persons referred to in article 87 section 1 point 3 c of the Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) on 23rd July 2012 was informed by Norica Holding S.à.r.l. with a registered office in Luxembourg, in which Norica Holding S.à.r.l. informed that as a result of the transaction of purchasing the Company’s shares through the Public Tender Offer, announced on 16th May 2012, it purchased on 20th July 2012 rights to 7,715,131 shares of the Company authorising to 7,715,131 votes at the Company’s General Meeting of Shareholders (12.03% of the total number of votes at the Company’s General Meeting of Shareholders).
Before purchasing the shares through the Public Tender Offer Norica Holding S.à.r.l. did not hold any shares in the Company. At the day of announcing the Public Tender Offer, Agroberry Ventures Limited (with a registered office in Nicosia, the Republic of Cyprus), i.e. a company controlled by dominant entities to Norica Holding S.à.r.l., held 766,156 shares in the Company authorising to 766,156 votes at the Company’s General Meeting of Shareholders (1.2% of the total number of votes at the Company’s General Meeting of Shareholders). After purchasing the shares through the Public Tender Offer, Norica Holding S.à.r.l. with Agroberry Ventures Limited hold in total 8,481,287 shares in the Company authorising to 8,481,287 votes at the General Meeting of Shareholders (13.23% of the total number of votes at the Company’s General Meeting of Shareholders).
Norica Holding S.à.r.l. informed that it does not exclude increasing or decreasing its participation in the total number of votes at the Company’s General Meeting of Shareholders over the next 12 months.
Furthermore, Norica Holding S.à.r.l. informed that there are no persons referred to in article 87 section 1 point 3c of the Act of 29th July 2005 on Public Offerings and the Terms and Conditions of Admitting Financial Instruments to an Organised System of Trading and on Public Companies (Journal of Laws [Dz. U.] no. 185 of 2009, item 1439 as amended).
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby encloses a list of shareholders holding at least 5% of the total votes at the Extraordinary General Meeting of Shareholders convened for 14th July 2012 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the Extraordinary General Meeting of Shareholders as well as in the total number of shares.
Attachment: The List of Shareholders holding over 5% shares at the EGM on 14th July 2012
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (”the Company”) hereby makes available to the public the following draft resolutions submitted during the Extraordinary General Meeting of the Company on 14th July 2012 (”the Extraordinary General Meeting”) by the Company’s shareholders: (i) a draft resolution submitted by AGROBERRY VENTURES LIMITED, and (ii) a draft resolution submitted by the State Treasury, regarding item 6.a of the agenda of the Extraordinary General Meeting.
Attachment: Draft Resolutions Submitted by Shareholders during the EGM on 14th July 2012
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby makes available to the public the resolutions adopted at the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 14th July 2012.
Further to the decision of the Chairman of the Extraordinary General Meeting, considering point 5 of the agenda was cancelled due to electronic voting with the use of the computer system, mentioned in paragraph 34 of the Regulations of the General Meeting.
During the proceedings of the Extraordinary General Meeting resolutions no. 1, 2, 3 and 4 of the protocol were objected.
Attachment: Resolutions Adopted at the EGM on 14th Julyl 2012
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A hereby makes available to the public the presentation of the transaction details of the Public Tender Offer for 32% shares in Zakłady Azotowe „Puławy” S.A. and consolidation with Azoty Tarnów Group.
Attachment: Presentation – Announcement of the public tender offer for 32% shares in Zakłady Azotowe „Puławy” S.A. and planned consolidation with Azoty Tarnów Group, 13th July 2012
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 13th July 2012 the Company ordered Societe Generale S.A., Oddział w Polsce (hereinafter referred to as “the Bank”) to issue a bank guarantee (hereinafter referred to as “the Guarantee”) for the benefit of UniCredit CAIB Poland S.A. to the maximum amount of 672,848,000 PLN (hereinafter referred to as “the Order”) to safeguard the conduct of the Public Tender Offer for Shares in Zakłady Azotowe “Puławy” S.A. (hereinafter referred to as “ZA Puławy”) which the Company has announced today in connection with the intention to acquire shares in ZA Puławy representing 32% of the total number of votes and which the Company announced in Current Report no. 40/2012 (hereinafter referred to as “Public Tender Offer”). The content of the Public Tender Offer has been made available to the public in compliance with the binding regulations.
According to the provisions of the Order, the Company undertook, inter alia, (i) to return to the Bank the amounts paid by the Bank based on the Guarantee and (ii) to transfer to the account of the Company, operated by the Bank, the amount constituting the difference between the total price of the shares in ZA Puławy acquired by the Company within the Public Tender Offer and the security deposit amount (as defined below) deposited in the Bank.
To secure the potential receivables of the Bank towards the Company resulting from the Order, on 13th July 2012 the Company concluded a financial pledge agreement with the Bank on the shares in ZA Puławy, which constitute the object of the Public Tender Offer as well as concluded a security deposit agreement with the Bank on the basis of which it established a security deposit in the amount of 300,000,000 PLN (“Security Deposit Amount”) in favour of the Bank.
The value of the Company’s liabilities resulting from the Guarantee based on the Order exceeds 10% of revenues from sales in Azoty Tarnów Group for the last four accounting quarters, which is the criterion to regard the agreement to be of material value.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. ("the Company") hereby announces to the public a draft resolution submitted pursuant to art. 401 § 4 of the Code of Commercial Companies, through the State Treasury, as a Shareholder, regarding item 6.a) of the agenda of the Extraordinary General Meeting convened for 14 July 2012.
Attachment: Draft Resolution for the EGM on 14th July 2012 Submitted by a Shareholder
Enclosed to this current report the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. („the Company”) („The Board”) submits the content of the opinion of the Board supporting reasons for authorising the Board to exclude pre-emptive rights and subscription warrants issued within the share capital as well as to determine the issue price in case of increasing the share capital by the Board within the target capital.
Attachment: The Opinion on Authorising the Management Board to exclude pre-emptive rights, warrants as well as determine the issue price
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 13th July 2012, the Company submitted - through UniCredit CAIB Poland S.A. with a registered office in Warsaw, Poland, the content of the public tender offer for shares in Zakłady Azotowe “Puławy” S.A. to the National Depository for Securities, Warsaw Stock Exchange and Polish Press Agency further to the requirements of Act of 29th July 2005 on Public Offering and Terms of Introduction of Financial Instruments to an Organized Trading System and on Public Companies as well as the Regulation of the Minister of Finance on Forms of Public Tender Offers for Acquisition or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Public Tender Offers, dated 19th October 2005 - the content of the Public Tender Offer for 6,116,800 shares in Zakłady Azotowe „Puławy” S.A. with a registered office in Puławy, Poland, authorizing to 32% votes at the General Meeting of Shareholders of this entity („the Public Tender Offer”).
Full text of the Public Tender Offer is attached.
Attachment: Public tender offer to subscribe for the sale of the shares in Zakłady Azotowe “Puławy” S.A.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “Issuer”) hereby informs that the value of total turnover between the Capital Group of Azoty Tarnów and the PGNiG Capital Group in the period from 12th December 2011 to the date of the publication of this report amounted to the net value of PLN 696.7 million.
The above value exceeds 10% of the revenues from sales in Azoty Tarnów Capital Group for the last four quarters of turnover, which is the criterion to regard the sum of the turnover to be of material value.
The invoice with the highest net value was the one of 31st May 2012 for the supply of high methane gas for technological purposes for the amount of PLN 40,184,293.36.
The invoice comes from the agreement of 14th January 1999 concluded between ZAK S.A. (hereinafter referred to as “Buyer”) - the daughter company of the Issuer, and PGNiG (hereinafter referred to as “Seller”) for the supply of high methane gas for the company’s purposes which was concluded for indefinite time and which sets technical conditions of gaseous fuel supply and offtake.
The agreement specifies a minimum amount of gaseous fuel – at the time of restricted supplies – which must be supplied to exclude the possibility of damaging the Issuer’s technological facilities as well as the terms and conditions of reducing or stopping the deliveries.
If the amount of taken gas is higher than the one stipulated in the agreement, the Seller shall charge an additional fee. If the amount of taken gas is smaller than the delivered quantity, the Seller shall charge an additional fee for not taken quantity.
If the Seller delivers gas fuel with incompatible quality, which will make it impossible to use the gas for the Buyer’s purposes, the Buyer has the right to reject such a delivery. In case the Seller does not supply the amount of gas stipulated in the agreement, he is obliged to give the Buyer a discount and compensation in the charged fees. Failure to pay the fees results in charging a statutory interest for each day of delay.
The agreement can be terminated any time provided both parties intend to do so prior to a justified request filed at least 1 (one) year prior to the proposed time of termination, by way of 3 (three) years’ termination by either party, in case of force majeure for nine consecutive months, in case of non-fulfilment or inadequate fulfilment of the agreement by one of the parties. Terms and conditions of the agreement do not provide for contractual penalties. Other terms and conditions do not differ from the market standards applied in this kind of agreements.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that on 18th June 2012 it received from Mr Ryszard Trepczyński information dated 18th June 2012 about the acquisition by Otwarty Fundusz Emerytalny PZU „Złota Jesień” (OFE PZU „Złota Jesień”) shares in the Company (where Mr Ryszard Trepczyński is a Member of the Supervisory Board).
Mr Ryszard Trepczyński is a Member of the Management Board of Powszechny Zakład Ubezpieczeń S.A. and thus he is a person related to OFE PZU „Złota Jesień” in the meaning of Article 160 of Act on Trading in Financial Instruments.
The shares were purchased by OFE PZU „Złota Jesień” on 12th June 2012 in the amount of 15,540 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 38.08 PLN per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that on 18th June 2012 it received from Mr Ryszard Trepczyński three pieces of information dated 12th May 2012 about the acquisition by Otwarty Fundusz Emerytalny PZU „Złota Jesień” (OFE PZU „Złota Jesień”) shares in the Company (where Mr Ryszard Trepczyński is a Member of the Supervisory Board).
Mr Ryszard Trepczyński is a Member of the Management Board of Powszechny Zakład Ubezpieczeń S.A. and thus he is a person related to OFE PZU „Złota Jesień” in the meaning of Article 160 of Act on Trading in Financial Instruments.
The shares were purchased by OFE PZU „Złota Jesień” on the following days:- on 6th June 2012 in the amount of 18,055 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 38.88 PLN per share,- on 8th June 2012 in the amount of 20,000 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 39.25 PLN per share.- on 11th June 2012 in the amount of 20,000 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 38.99 PLN per share.
On 15th June 2012 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) was informed by Powszechne Towarzystwo Emerytalne PZU S.A. with a registered office in Warsaw representing Otwarty Fundusz Emerytalny PZU „Złota Jesień” (PZU Open Pension Fund, hereinafter referred to as ”OFE „Złota Jesień” “) that as a result of the transaction of purchasing the Company’s shares on 6th June 2012, OFE „Złota Jesień” holds over 5% of the total number of shares at the General Meeting of Shareholders.
Before the shareholding change, OFE „Złota Jesień” held 3,196,990 (say: three million one hundred and ninety-six thousand nine hundred and ninety) shares in the Company accounting for 4.99% of the Company’s share capital and authorizing it to 4.99% votes at the General Meeting of Shareholders. The shares authorized OFE „Złota Jesień” to 3,196,990 (say: three million one hundred and ninety-six thousand nine hundred and ninety) votes at the General Meeting of Shareholders.
The number of shares held by OFE „Złota Jesień” after the shareholding change amounts to 3,270,585 (say: three million two hundred and seventy thousand five hundred and eighty-five) shares accounting for 5.10% of the Company’s share capital and representing 5.10% votes at the General Meeting of Shareholders. The shares authorize OFE „Złota Jesień” to 3,270,585 (say: three million two hundred and seventy thousand five hundred and eighty-five) votes at the General Meeting of Shareholders.
The Management Board of Zakłady Azotowe in Tarnow-Mościce S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. convened for 14th July 2012.
Attachment: Draft Resolution for Extraordinary General Meeting dated 14th July 2012
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., (“Company”) hereby convenes An Extraordinary General Meeting of Shareholders to be held at 12:00 on 14th July 2012 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 64 115 444. The said shares carry, on 14th July 2012, 64 115 444 votes.
AGENDA1) Opening of the Meeting.2) Electing the Chairperson of the Meeting and drawing up the register.3) Confirming the legality of the Meeting and its ability to pass resolutions.4) Adopting the Agenda of the Extrardinary General Meeting of Shareholders.5) Electing the Vote Counting Commission.6) Adopting a resolution on the following:
a) changes to the Articles of Association due to authorising the Management Board to increase the share capital within the target capital and to exclude pre-emptive rights of current shareholders;
or in case of not taking the resolution mentioned in item (a) above
b) changes to the Articles of Association due to authorising the Management Board to increase the share capital within the target capital;
or in case of not taking the resolutions mentioned in items (a) - (b) above
c) increasing the share capital with the exclusion of pre-emptive rights of current shareholders and changes to the Articles of Association;
or in case of not taking the resolutions mentioned in items (a) - (c) above
d) increasing the share capital and changes to the Articles of Association with the suggested day of pre-emptive rights on 7th September 2012.
7) Closing of the Extraordinary General Meeting of Shareholders.
The Management Board announces drafts of changes to the Company’s Articles of Association due to resolutions mentioned in item 6 of the Agenda: If the resolution defined in item 6 (a) or (b) of the Agenda is passed, the wording of § 10 section 3 and ff of the Company’s Articles of Association:
“(…)The Management Board is authorised to increase the Company's share capital by issuing new shares with a total nominal value of not more than PLN 146,686,575 (one hundred and forty-six million six hundred and eighty-six thousand five hundred and seventy-five), by means of one or more increases in the share capital within the limits defined above (target capital). The Management Board's authorisation to increase the share capital and to issue new shares within the target capital expires on 31 December 2012. Issue of shares within the target capital may only take place with pre-emptive rights of current shareholders.4. Unless stipulated otherwise in paragraph 5 or in the Code of Commercial Companies and Partnerships, the Management Board decides on all matters connected with the increase in the share capital within the target capital, in particular the Management Board is authorised to:1) conclude agreements on investment sub-issues, service sub-issues or other agreements safeguarding the success of the share issue,2) adopt resolutions and take other actions regarding dematerialisation of shares, pre--emptive rights and rights to shares as well as to conclude agreements with Depozyt Papierów Wartościowych S.A. (The National Depository for Securities) on the registration of shares, pre-emptive rights and rights to shares,3) adopt resolutions and take other actions regarding, respectively, the share issue by public offering or application to distribute shares, pre-emptive rights and rights to shares in the regulated market.5. The Management Board’s resolutions regarding: 1) increasing the share capital within the target capital, or2) establishing the issue price of shares within the target capital, require the consent of the Supervisory Board.(…)” changes as follows:If the resolution defined in item 6 (a) of the Agenda is passed:
“(…) 3. The Management Board is authorised to increase the Company’s share capital by issuing new shares with a total nominal value of not more than PLN [240,432,915] by means of one or more increases in the share capital within the limits defined above (target capital). The Management Board’s authorisation to increase the share capital and to issue new shares within the target capital expires after [3 years] from the date of entering the change to these Articles of Association, setting the target capital, into the business register of National Court Register. In the Company’s interest, the Management Board is authorised to deprive current shareholders, in full or in part, of pre-emptive rights to the shares issued within the target capital or to subscription warrants issued further to provisions of section 5 below. The Management Board may distribute the shares issued within the target capital in return for cash contribution or contribution in kind. 4. Unless stipulated otherwise in section 6 or in the Code of Commercial Companies and Partnerships, the Management Board decides on all matters connected with the increase in the share capital within the target capital, in particular the Management Board is authorised to:1) take decisions about issuing shares or subscription warrants within an open subscription or a closed subscription by way of public offering or private subscription, 2) conclude agreements on an investment sub-issue or service sub-issue or other agreements safeguarding the success of the share issue,3) adopt resolutions and take other actions regarding dematerialisation of subscription warrants, shares, pre-emptive rights and rights to shares as well as to conclude agreements with Depozyt Papierów Wartościowych S.A. (the National Depository for Securities) on the registration of subscription warrants, shares, pre-emptive rights and rights to shares,4) adopt resolutions and take other actions regarding, respectively, issuing shares or subscription warrants by public offering or applying to trade subscription warrants, shares, pre-emptive rights and rights to shares in the regulated market,5. The Management Board, within its authorisation to increase the share capital, may issue subscription warrants with a date of subscribing to shares not later than the period of time for which the Management Board is authorised to increase the share capital. 6. The Management Board’s resolutions regarding: 1) increasing the share capital within the target capital, 2) establishing the issue price of shares or subscription warrants within the target capital, 3) excluding pre-emptive rights, and 4) distributing shares in return for contribution in kind, require the consent of the Supervisory Board.(...)”
If the resolution defined in item 6 (b) of the Agenda is passed:
“(…) 3. The Management Board is authorised to increase the Company’s share capital by issuing new shares with a total nominal value of not more than PLN [240,432,915], by means of one or more increases in the share capital within the limits defined above (target capital). The Management Board’s authorisation to increase the share capital and to issue new shares within the target capital expires after [3 years] from the date of entering the change to these Articles of Association, setting the target capital, into the business register of National Court Register. The issue of shares within the target capital may only take place with pre-emptive rights of current shareholders.4. Unless stipulated otherwise in section 6 or in the Code of Commercial Companies and Partnerships, the Management Board decides on all matters connected with the increase in the share capital within the target capital, in particular the Management Board is authorised to:1) conclude agreements on an investment sub-issue or service sub-issue or other agreements safeguarding the success of the share issue,2) adopt resolutions and take other actions regarding dematerialisation of shares, pre-emptive rights and rights to shares as well as to conclude agreements with Depozyt Papierów Wartościowych S.A. (the National Depository for Securities) on the registration of shares, pre-emptive rights and rights to shares,3) adopt resolutions and take other actions regarding, respectively, the share issue by public offering or application to trade shares, pre-emptive rights and rights to shares in the regulated market,5. The Management Board’s resolutions regarding: 1) increasing the share capital within the target capital, and2) establishing the issue price of shares within the target capital, require the consent of the Supervisory Board.(...)”
If the resolution defined in item 6 (c) or (d) of the Agenda is passed, the current wording of § 7 section 1 of the Articles of Association:
”(…) 1. The Company’s share capital amounts to PLN 320,577,220.00 (three hundred and twenty million five hundred and seventy-seven thousand two hundred and twenty) and is divided into 64,115,444 (sixty-four million one hundred and fifteen thousand four hundred and forty-four) shares with a nominal value of PLN 5 (five) each, in which:a) 24,000,000 (twenty-four million) bearer shares of AA series with numbers from AA 000000001 to AA 024000000,b) 15,116,421 (fifteen million one hundred and sixteen thousand four hundred and twenty-one) bearer shares of B series,c) 24,999,023 (twenty-four million nine hundred and ninety-nine thousand and twenty-three) ordinary bearer shares of C series.”changes as follows: “(…) 1. The Company’s share capital amounts to: from PLN 320,577,225.00 (three hundred and twenty million five hundred and seventy-seven thousand two hundred and twenty) to PLN [561,010,135.00] ([five hundred and sixty-one million ten thousand one hundred and thirty-five]) and is divided into: from 64,115,445 (sixty-four million one hundred and fifteen thousand five hundred and forty-five) to [112,202,027] ([one hundred and twelve million two hundred and two thousand and twenty-seven]) shares with a nominal value of PLN 5.00 (five) each:a) 24,000,000 (twenty-four million) bearer shares of AA series with numbers from AA 000000001 to AA 024000000,b) 15,116,421 (fifteen million one hundred and sixteen thousand four hundred and twenty-one) bearer shares of B series,c) 24,999,023 (twenty-four million nine hundred and ninety-nine thousand and twenty-three) ordinary bearer shares of C series,d) from 1 to [48,086,583] ([forty-eight million eighty-six thousand five hundred and eighty-three]) ordinary bearer shares of D series (…)”
The current text of the Company’s Articles of Association is on the Company’s website.
Right to Attend the General MeetingPursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 28th June 2012.
In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 16th June 2012, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 29th June 2012 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments.
The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office in Tarnów at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 11th, 12th and 13th of July 2012 between 8.00 a.m. and 3.00 p.m. Shareholders may request the list to be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by ProxyShareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons. The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and his proxy. The Company may undertake necessary steps to identify the shareholder and his proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above. The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of ShareholdersA shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 23rd July 2012. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów Poland.
Shareholders’ Right to Submit Resolution DraftsA shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Extraordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic CommunicationThe Management Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to DocumentationThe full text of documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the day of calling the General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith.
Website AddressInformation on the General Meeting of Shareholders is available on our website:www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
The Management Board of Azoty Tarnów hereby encloses the updated Strategy of Azoty Tarnów Group for the years 2012-2020.
Attachment: The Strategy of Azoty Tarnów Group for the years 2012-2020
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that on 12th June 2012 it received from Mr Ryszard Trepczyński four pieces of information dated 5th May 2012 about the acquisition by Otwarty Fundusz Emerytalny PZU „Złota Jesień” (OFE PZU „Złota Jesień”) shares in the Company (where Mr Ryszard Trepczyński is a Member of the Supervisory Board).
Mr Ryszard Trepczyński is a Member of the Management Board of Powszechny Zakład Ubezpieczeń S.A. and thus he is a person related to OFE PZU „Złota Jesień” in the meaning of Article 160 of Act on Trading in Financial Instruments.
The shares were purchased by OFE PZU „Złota Jesień” on the following days:- 30th May 2012 in the amount of 9,851 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 35.96 PLN per share,- on 31st May 2012 in the amount of 35,016 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 36.05 PLN per share.- on 1st June 2012 in the amount of 1,927 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 37.20 PLN per share.- on 4th June 2012 in the amount of 51,500 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 39.37 PLN per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that on 4th June 2012 it received from Mr Ryszard Trepczyński information dated 29th May 2012 and two pieces of information dated 30th May 2012 about the acquisition by Otwarty Fundusz Emerytalny PZU „Złota Jesień” (OFE PZU „Złota Jesień”) shares in the Company (where Mr Ryszard Trepczyński is a Member of the Supervisory Board).
Mr Ryszard Trepczyński is a Member of the Management Board of Powszechny Zakład Ubezpieczeń S.A. and thus he is a person related to OFE PZU „Złota Jesień” in the meaning of Article 160 of Act on Trading in Financial Instruments.
The shares were purchased by OFE PZU „Złota Jesień” on the following days:
- 25th May 2012 in the amount of 40 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 35.95 PLN per share (according to the information prepared by Mr Ryszard Trepczyński on 29th May 2012),
- 28th May 2012 in the amount of 2,000 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 35.91 PLN per share (according to the information prepared by Mr Ryszard Trepczyński on 30th May 2012),
- 29th May 2012 in the amount of 5,923 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 35.94 PLN per share (according to the information prepared by Mr Ryszard Trepczyński on 30th May 2012).
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (”the Company”) hereby makes available to the public the opinion of the Management Board on the Tender Offer for Shares in the Company announced on 16th May 2012 by Norica Holdings S.à.r.l. with a registered office in Luxembourg (“Tender Offer”), together with the opinion of J.P. Morgan Ltd. and Société Générale regarding to the price offered in the Tender offer.
Attachments:Opinion of the Management Board
Opinion of JP Morgan
Opinion of Societe Generale
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that on 31st May 2012 it received from Mr Ryszard Trepczyński two pieces of information dated 25th May 2012 about the acquisition by Otwarty Fundusz Emerytalny PZU „Złota Jesień” (OFE PZU „Złota Jesień”) shares in the Company (where Mr Ryszard Trepczyński is a Member of the Supervisory Board).
Mr Ryszard Trepczyński is a Member of the Management Board of Powszechny Zakład Ubezpieczeń S.A. and thus he is a person related to OFE PZU „Złota Jesień” in the meaning of Article 160 of Act on Trading in Financial Instruments.
The shares were purchased by OFE PZU „Złota Jesień” on the following days:- 22nd May 2012 in the amount of 9,000 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 35.99 PLN per share,- on 23rd May 2012 in the amount of 17,496 shares as a result of a transaction concluded during an exchange session on the Warsaw Stock Exchange. The transaction price amounted to 36.00 PLN per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (”the Company”) hereby makes available to the public the today received stances of Trade Unions of Zakłady Chemiczne ”Police” S.A. and ZAK S.A. on the Tender Offer for Shares in the Company announced on 16th May 2012 by Norica Holdings S.à.r.l. with a registered office in Luxembourg.
Attachments: Translation of The Stance of Trade Unions of ZAK S.A.
Translation of The Stance of Trade Unions of Z.Ch. PoliceTranslation of The Stance of the Continual Operation Trade Union of Z.Ch. PoliceTranslation of The Stance of the Continual Operation Trade Union of Z.Ch. Police_2
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (”the Company”) hereby makes available to the public the today received stance of Trade Unions of employees of the Company on the Tender Offer for Shares in the Company announced on 16th May 2012 by Norica Holdings S.à.r.l. with a registered office in Luxembourg (”the Tender Offer”).
The Management Board also informs, that it cooperates with financial and legal advisors on the issue and will publish its stance on the Tender Offer on the date stipulated in the Act on Public Offering and Terms of Introduction of Financial Instruments to an Organized Trading System and on Public Companies - not later than on 2nd June 2012.
Attachment: Translation of the Stance of Trade Unions
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (”the Company”) hereby informs that on 21st May 2012 the Company’s Supervisory Board, acting in accordance with § 33 paragraph 1 item 10 of the Articles of Association and further to the binding professional regulations and standards, selected an entity authorized to review financial statements of the Company which will include:
- reviewing half-yearly and auditing annual financial statements of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the financial years 2012, 2013 and 2014;- reviewing half-yearly and auditing annual financial consolidated statements of Azoty Tarnów Group for the financial years 2012, 2013 and 2014.
The entity selected to conduct the above mentioned audits is KPMG Audyt Sp. z o.o. with registered office at ul. Chłodna 51, Warsaw, Poland.KPMG Audyt Sp. z o.o. is registered on the list of entities authorized to audit financial statements under number 458. The Agreement with KPMG Audyt Sp. z o.o. z with a registered office in Warsaw is to be concluded for the period which will allow it to carry out the review and audit of the above mentioned financial statements of Zakłady Azotowe w Tarnowie-Mościcach S.A. and its Group. KPMG Audyt Sp. z o. o. until now has not carried out any audits of financial statements of the Company or Azoty Tarnów Group. KPMG Audyt Sp. z o.o. in 2008 carried out a review of half-yearly condensed non-consolidated and consolidated financial for the period from 1st January to 30th June 2008. In 2001 KPMG Audyt Sp. z o. o. prepared for Zakłady Azotowe w Tarnowie-Mościcach S.A. documentation of the transactions with related entities.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby encloses a list of shareholders holding at least 5% of the total votes at the Ordinary General Meeting of Shareholders convened for 27th April 2012 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the Ordinary General Meeting of Shareholders as well as in the total number of shares.
Attachment: The List of Shareholdesr OGM 27.04.2012.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. makes available to the public the resolutions adopted at the Ordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 27th April 2012
The Ordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda. No objections were entered to the minutes during the session of the Ordinary General Meeting of Shareholders.
Attachment: OGM Resolutions adopted
Further to Current Reports No 7/2012 of 19 January Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”, “Azoty Tarnow”) hereby informs that the publication date of the periodical report for the first quarter of 2012 has been changed. The report will be submitted on 8th May 2012 instead of 15 May 2012. Considering the above, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA hereby again notifies of the publication dates of periodical reports in the financial year 2012:
1. Quarterly reports:- extended consolidated report for 1Q 2012 – 8th May 2012 - extended consolidated report for Q3 2012 – 14th November 20122. Half-yearly reports:- extended consolidated report for the 1st half of 2012 – 30th August 2012
At the same time the Management Board states that according to § 83, paragraph 1 of the Ordinance of Minister of Finance dated 19th February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes), the Company will not publish a separate quarterly reports. The consolidated quarterly report will include quarterly financial information. Furthermore, the Management Board informs that the Company will not publish a quarterly report and consolidated quarterly report for Q2 2012 according to the regulation § 101, paragraph 2 of the Ordinance. The Company will not publish a separate half-yearly report according to § 83, paragraph 3 of the Ordinance, either.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. ("the Company") hereby submits the list of all information defined in Article 56, section 1 of the Act on Public Offer and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies, submitted to the public by the company in 2011.
The Management Board wishes to inform that the originals of the reports are in the company’s registered office at ul. E. Kwiatkowskiego 8, Tarnów-Mościce, Poland. Also, all the reports are available both at the company’s website: www.tarnow.grupaazoty.com and that of PAP and WSE (Warsaw Stock Exchange): www.gpwinfostrefa.pl. Simultaneously, the Management Board states that some of the information submitted to the public in 2011 may not be valid any more.
The Management Board of Zakłady Azotowe in Tarnow-Mościce S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. convened for 27th April 2012.
Attachment: Draft Resolution for Extraordinary General Meeting dated 27.04.2012
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., (“Company”) hereby convenes An Ordinary General Meeting of Shareholders to be held at 11:00 on 27th April 2012 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 64 115 444. The said shares carry, on 27th April 2012, 64 115 444 votes.
AGENDA1) Opening of the Meeting.2) Electing the Chairperson of the Meeting and drawing up the register.3) Confirming the legality of the Meeting and its ability to pass resolutions.4) Adopting the Agenda of the Ordinary General Meeting of Shareholders.5) Electing the Vote Counting Commission.6) Examining the reports of the Supervisory Board pertaining to:a) the evaluation of the non-consolidated financial statement of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the period from 1st January 2011 to 31st December 2011, Management Board’s report on the Company’s activities and the Management Board’s motion regarding the distribution of profit for the financial year 2011,b) the evaluation of conforming by the Company to the standards of corporate governance for the period from 1st January 2011 to 31st December 2011,c) the activities of the Supervisory Board for the period from 1st January 2011 to 31st December 2011 taking into account the work of its committees and evaluation of the Management Board activities,d) the evaluation of the situation in the Company in 2011 considering the evaluation of the internal control system and risk management system.7) Examining and approving the non-consolidated financial statement of the Company for theperiod from 1st January 2011 to 31st December 2011 and the Management Board’s report onthe Company’s activities for the business year 2011.8) Passing a resolution regarding the distribution of profit for the financial year 2011.9) Examining the Supervisory Board’s report on the evaluation of the consolidatedfinancial statement of the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A. forthe period from 1st January 2011 to 31st December 2011 and the Management Board’s reporton the Capital Group’s activities for the business year 2011.10) Examining and approving the consolidated financial statement of the Capital Group ofZakłady Azotowe w Tarnowie-Mościcach S.A. for the period from 1st January 2011 to 31stDecember 2011 and the Management Board’s report on the Capital Group’s activities for thebusiness year 2011.11) Passing resolutions on the fulfilment of statutory obligations by the Members of theManagement Board for the period from 1st January 2011 to 31st December 2011.12) Passing resolutions on the fulfilment of statutory obligations by the Members of theSupervisory Board for the period from 1st January 2011 to 31st December 2011.13) Current information for Shareholders.14) Closing of the Ordinary General Meeting of Shareholders.
Right to Attend the General MeetingPursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 11th April 2012.In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 30th April 2012, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 12th April 2012 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Ordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments. The list of shareholders entitled to attend the Ordinary General Meeting shall be displayed at the Company’s registered office in Tarnów at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 24th, 25th and 26th of April 2012 between 8.00 a.m. and 3.00 p.m. Shareholders may request the list to be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by ProxyShareholders may attend the Ordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons. The shareholder’s proxy exercises all of the shareholder’s rights at the Ordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Ordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and his proxy. The Company may undertake necessary steps to identify the shareholder and his proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above. The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Ordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Ordinary General Meeting of ShareholdersA shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Ordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 6th April 2012. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów Poland.
Shareholders’ Right to Submit Resolution DraftsA shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Ordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Ordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Ordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic CommunicationThe Management Board of the Company does not provide for the possibility to attend and speak at the Ordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to DocumentationThe full text of documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the day of calling the General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith.
Website AddressInformation on the General Meeting of Shareholders is available on our website:www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
With reference to Current Report No. 18/2012 of 17th February 2012 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 17th February 2012, the Company received a decision of the Regional Court for Kraków-Śródmieście in Kraków, 12th Economic Division of the National Court Register, of 8th February 2012, on registering the changes in the Articles of Association which were submitted to the public in Current Report No. 18/2012. According to the certificate delivered to the Company by the Court, the above mentioned entry to the National Court Register took place on 9th February 2012.
The changes were adopted in resolution No. 5 by the Extraordinary General Meeting of Shareholders Zakłady Azotowe w Tarnowie-Mościcach S.A. on 13th January 2012.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. having its seat in Tarnów, Poland, (hereinafter referred to as ”the Company”), acting pursuant to § 38 paragraph 1 point 2 of the Ordinance of the Minister of Finance dated 19th February 2009 on current and periodic information to be published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state, further to the approval of a consolidated text of the Company’s Articles of Association (hereinafter referred to as “the Articles of Association”) by the Supervisory Board of 17th February 2012 covering the changes introduced to the Articles of Association by the Extraordinary General Meeting of Shareholders with resolution no. 5 of 13th January 2012, hereby provides its content in the Annex.
a change to the Company’s Articles of Association:
§ 20 pt. 1 of the Articles of Association previously read:
1. Two members of the Management Board acting jointly or one member of the Board acting with the proxy are required to submit declarations on behalf of the Company.
§ 20 pt. 1 of the Articles of Association now reads:
1. Two members of the Management Board acting jointly or one Member of the Board acting with the proxy are required to submit declarations on behalf of the Company. In case of a one-person Management Board, the Company is represented by a single Member of the Board.”
§ 23 pt. 1 of the Articles of Association previously read:
1. The Management Board is composed of 2 to 5 persons, including the Chairman, Vice-Chairmen and other Members of the Management Board. The number of members of the Management Board is determined by the appointing authority.”
§ 23 pt. 1 of the Articles of Association now reads:
1. The Management Board is composed of 1 to 6 persons, including the Chairman, Vice-Chairmen and other Members of the Management Board. The number of members of the Management Board is determined by the appointing authority.”
Attachment: Articles of Association of Azoty Tarnów
Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as „Company”) hereby informs that on 17th February 2012 the Company’s Supervisory Board passed a resolution on appointing Mr Artur Kopeć to the post of a a Member of the Board. The Supervisory Board confirmed a validity of the elections for a Member of the Board selecting from the Company’s staff, held from 19th till 29th December 2011 and from 5th till 13th January 2012 and acknowledged the selection of Mr Artur Kopeć as a candidate for Member of the Board of the Company of 9th term of office.
The newly appointed the Member of the Board does not carry out any activity outside the Issuer’s company which would be competitive for the Issuer’s operations, neither does he participate in any competitive company as a partner in a partnership or as a member of a body in a capital group and he does not participate in another competitive legal entity as a member of its body. The newly appointed Vice-Chairman of the Board is not registered in the Insolvent Debtors Register kept pursuant to the Act on the National Court Register. Professional CV of the newly appointed Member of the Board, inclusive of his education.
Attachment: CV Artur Kopec.eng.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) received from Mr Ryszard Trepczyński, a Member of the Management Board of Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ”PZU S.A.”) and at the same time a Member of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., information of 2nd February 2012 about purchasing the Company’s shares by PZU S.A., i.e. a person related to Mr Ryszard Trepczyński in the meaning of Article 160 of Act on Trading in Financial Instruments.
On 30th January 2012 PZU S.A. purchased 62,290 shares as a result of a transaction concluded during an exchange session at the Warsaw Stock Exchange. The transaction price amounted to 28.80 PLN per share, while the total amount equalled 1,793,952.00 PLN.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer” or “the Company”) hereby informs that on 31st January 2012 it received a notice from the Issuer’s Member of the Board drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – of 2010 No. 211, item 1384 with further changes) informing about transactions on the Issuer’s bearer ordinary shares effected by the above mentioned person and a person closely related to it. The total value of the transactions did not exceed the equivalent of Eur 5,000. The obliged person did not grant its consent for the publication of his/her personal details.
The transactions covered:
1. selling by the above mentioned obliged person 190 pre-emptive rights to the Issuer’s shares of C Series at the price of 3.09 PLN each, during a common Stock Exchange session at the Warsaw Stock Exchange main market on 13th July 2011 (total price: 587.10 PLN),
2. selling by a person closely related to the above mentioned obliged person 340 pre-emptive rights to the Issuer’s shares of C Series at the price of 3.06 PLN each, during a common Stock Exchange session at the Warsaw Stock Exchange main market on 13th July 2011 (total price: 1,040.40 PLN),
3. selling by a person closely related to the above mentioned obliged person 390 pre-emptive rights to the Issuer’s shares of C Series at the price of 3.04 PLN each, during a common Stock Exchange session at the Warsaw Stock Exchange main market on 15th July 2011 (total price: 1,187.40 PLN).
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer” or “the Company”) hereby informs that on 31st January 2012 it received a notice from a person who holds a management post in the organisational structure of the Issuer and has permanent access to inside information. The notice, drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – of 2010 No. 211, item 1384 with further changes), informs about transactions on the Issuer’s bearer ordinary shares effected by the above mentioned person and a person closely related to it. The total value of the transactions did not exceed the equivalent of Eur 5,000. The obliged person did not grant its consent for the publication of his/her personal details.
The transactions covered:
1. selling by a person closely related to the above mentioned obliged person 390 shares at the price of 39.50 PLN each during a common Stock Exchange session at the Warsaw Stock Exchange main market on 25th March 2011,
2. purchasing by the above mentioned obliged person 249 shares at the price of 24.10 PLN each during a common Stock Exchange session at the Warsaw Stock Exchange main market on 8th August 2011.The shares mentioned in item 2, were acquired by the above mentioned person as the exercise of pre-emptive rights to the Issuer’s C Series shares. On 21st July 2011 the above mentioned person acquired 390 pre-emptive rights to the Issuer’s C Series shares, which - according to the timetable of the Company’s public offering - were allotted at the end of the day of 5th July 2011. Through the exercise of the above mentioned pre-emptive rights the above mentioned person purchased 249 shares (on the day of purchasing the shares were listed on the regulated market at the Warsaw Stock Exchange as rights to C Series shares). The shares were acquired at the price equal to the issue price, i.e. PLN 24.10 per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer” or “the Company”) hereby informs that on 30th January 2012 it received a notice from a person who holds a management post in the organisational structure of the Issuer and has permanent access to inside information. The notice, drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – of 2010 No. 211, item 1384 with further changes), informes about transactions on the Issuer’s bearer ordinary shares effected by the above mentioned person in 2011, the total value of which did not exceed the equivalent of Eur 5,000. The obliged person did not grant its consent for the publication of his/her personal details.
140 shares, as described above, were purchased on 8th August 2011 during a common stock exchange session at the Warsaw Stock Exchange main market at the price of PLN 24.10 per share. The above mentioned shares were acquired by the above mentioned person as the exercise of pre-emptive rights to the Issuer’s C Series shares. On 14th July 2011 the above mentioned person acquired 220 pre-emptive rights to the Issuer’s C Series shares, which - according to the timetable of the Company’s public offering - were allotted at the end of the day of 5th July 2011. Through the exercise of the above mentioned pre-emptive rights the above mentioned person purchased 140 shares (on the day of purchasing the shares were listed on the regulated market at the Warsaw Stock Exchange as rights to C Series shares). The shares were acquired at the price equal to the issue price, i.e. PLN 24.10 per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that on 30th January 2012 it received from Mr Franciszek Bernat, a former Member of the Issuer’s Board of Directors of the 8th term of office (i.e. till 20th October 2011), a notice drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. - Journal of Laws - of 2010 No. 211, item 1384 with further changes) informing about transactions on the Issuer’s bearer ordinary shares effected by the above mentioned person, the total value of which does not exceed the equivalent of Eur 5,000.
10 shares, as described above, were purchased on 18th July 2011 during a common stock exchange session at the Warsaw Stock Exchange main market at the price of PLN 24.10 per share.
On 18th July 2011 Mr Franciszek Bernat made a basic subscription as a result of which he acquired 3 pre-emptive rights to the Issuer’s shares of C series, which - according to the timetable of the Company’s public offering - were allotted at the end of the day of 5th July 2011. As a result of the additional subscription of 18th July 2011, after the reduction, Mr Franciszek Bernat bought further 7 shares. Pursuant to the received statement, the shares were acquired on 2nd August 2011.
Mr Franciszek Bernat acquired in total 10 Issuer’s shares of the C series, which were assimilated on 30th August 2011. They were acquired at the price equal to the issue price, i.e. PLN 24.10 per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer” or “the Company”) hereby informs that on 25th January 2012 it received a notice from a person who holds a management post in the organisational structure of the Issuer and has permanent access to inside information. The notice, drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – of 2010 No. 211, item 1384 with further changes), informed about transactions on the Issuer’s bearer ordinary shares effected by the above mentioned person, the total value of which does not exceed the equivalent of Eur 5,000. The obliged person did not grant its consent for the publication of his/her personal details.
140 shares, as described above, were purchased on 8th August 2011 during a common stock exchange session at the Warsaw Stock Exchange main market at the price of PLN 24.10 per share. The above mentioned shares were acquired by the above mentioned person as the exercise of pre-emptive rights to the Issuer’s C Series shares. On 14th July 2011 the above mentioned person acquired 140 pre-emptive rights to the Issuer’s C Series shares, which - according to the timetable of the Company’s public offering - were allotted at the end of the day of 5th July 2011. Through the exercise of the above mentioned pre-emptive rights the above mentioned person purchased 140 shares (on the day of purchasing the shares were listed on the regulated market at the Warsaw Stock Exchange as rights to C Series shares). The shares were acquired at the price equal to the issue price, i.e. PLN 24.10 per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer” or “the Company”) hereby informs that on 25th January 2012 it received a notice from a person who holds a management post in the organisational structure of the Issuer and has permanent access to inside information. The notice, drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – of 2010 No. 211, item 1384 with further changes), informed about transactions on the Issuer’s bearer ordinary shares effected by the above mentioned person, the total value of which does not exceed the equivalent of Eur 5,000. The obliged person did not grant its consent for the publication of his/her personal details.
140 shares, as described above, were purchased on 1st August 2011 during a common stock exchange session at the Warsaw Stock Exchange main market at the price of PLN 24.10 per share. The above mentioned shares were acquired by the above mentioned person as the exercise of pre-emptive rights to the Issuer’s C Series shares. On 21st July 2011 the above mentioned person acquired 140 pre-emptive rights to the Issuer’s C Series shares, which - according to the timetable of the Company’s public offering - were allotted at the end of the day of 5th July 2011. Through the exercise of the above mentioned pre-emptive right the above mentioned person purchased 140 shares (on the day of purchasing the shares were listed on the regulated market at the Warsaw Stock Exchange as rights to C Series shares). The shares were acquired at the price equal to the issue price, i.e. PLN 24.10 per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer” or “the Company”) hereby informs that on 23rd January 2012 it received from Mr Witold Szczypiński, Member of the Board of the Issuer, a notice drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – of 2010 No. 211, item 1384 with further changes) informing about transactions on the Issuer’s bearer ordinary shares effected by the above mentioned person, the total value of which does not exceed the equivalent of Eur 5,000.
249 shares, as described above, were purchased on 11th August 2011 during a common stock exchange session at the Warsaw Stock Exchange main market at the price of PLN 24.10 per share.
The above mentioned shares were acquired by the above mentioned person as the exercise of pre-emptive rights to the Issuer’s C Series shares. On 11th July 2011 Mr Witold Szczypiński acquired 390 pre-emptive rights to the Issuer’s C Series shares, which - according to the timetable of the Company’s public offering - were allotted at the end of the day of 5th July 2011. Through the exercise of the above mentioned pre-emptive rights Mr Witold Szczypiński purchased 249 shares (on the day of purchasing the shares were listed on the regulated market at the Warsaw Stock Exchange as rights to C Series shares). The shares were acquired at the price equal to the issue price, i.e. PLN 24.10 per share.
Before the acquisition of the above mentioned shares Mr Witold Szczypiński held 390 shares of the Issuer.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that on 23rd January 2012 it received from Mr Jerzy Marciniak, Chairman of the Board and General Director of the Issuer, a notice drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – of 2010 No. 211, item 1384 with further changes) informing about transactions on the Issuer’s bearer ordinary shares effected by the above mentioned person.
2000 shares, as described above, were purchased on 18th January 2012 during a common stock exchange session on the Warsaw Stock Exchange main market at the price of PLN 25.80 per share. Before the acquisition of the above mentioned shares Mr Jerzy Marciniak did not hold any shares of the Issuer.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company” or “Azoty Tarnów”) hereby notifies of the publication dates of periodical reports in the financial year 2012.
1. Quarterly reports:- extended consolidated report for Q1 2012 – 15th May 2012- extended consolidated report for Q3 2012 – 14th November 20122. Half-yearly report:- extended consolidated report for the 1st half of 2012 – 30th August 20123. Annual reports: - non-consolidated annual report for 2011 – 20th March 2012 - consolidated annual report for 2011 – 20th March 2012At the same time the Management Board states that according to paragraph 83, point 1 of the Ordinance of Minister of Finance dated 19th February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes) (hereinafter referred to as “Ordinance”), the Company will not publish separate quarterly reports. Consolidated quarterly reports of Azoty Tarnów Capital Group will include quarterly financial information. Furthermore, the Management Board informs that the Company will not publish a quarterly report and consolidated quarterly report for the second quarter 2012 according to the regulation paragraph 101, point 2 of the Ordinance.Considering the fact that the annual report and consolidated annual report will be published on 20th March 2012 (i.e. within 80 days from the end of the financial year), the Company will not publish a quarterly report for the fourth quarter 2011 according to paragraph 102, point 1 of the Ordinance. The Company will also not publish a separate half-yearly report according to paragraph 83, point 3 of the Ordinance.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby encloses a list of shareholders holding at least 5% of the total votes at the Extraordinary General Meeting of Shareholders convened for 13th January 2012 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Extraordinary General Meeting of Shareholders as well as in the total number of shares.
Attachment: The List of Shareholdesr EGM 13.01.2012.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) informs that on 13th January 2012 by Resolution No. 4 of the Extraordinary General Meeting of Shareholders Ms Monika Kacprzyk-Wojdyga was appointed as a Member of the Company’s Supervisory Board with simultaneous entrusting her the position of the Chairwoman of the Company’s Supervisory Board. The resolution came into force on the date of its adoption.
Ms Monika Kacprzyk-Wojdyga does not conduct any business competitive to the business of Zakłady Azotowe w Tarnowie-Mościcach S.A., does not participate in any competitive business as a partner in civil law partnerships, partnerships or as a member of a body in a capital company or in any competitive legal entity. The newly appointed Chairwoman and the Member of the Supervisory Board is not entered in the Register of Insolvent Debtors run on the basis of the Act on National Court Register.Please find enclosed the curriculum vitae of the Chairwoman and the Member of the Supervisory Board.
Attachment: CV Monika Kacprzyk-Wojdyga.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) informs that on 13th January 2012 the Company received from Ms Marzena Piszczek the resignation from the position of a member of the Supervisory Board dated 13th January 2012.
Ms Marzena Piszczek, at the same time acting as the Chairwoman of the Supervisory Board until now, did not give a reason of her resignation.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. makes available to the public the resolutions adopted at the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 13th January 2012
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda. No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
Attachment: EGM Resolutions adopted.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) was notified by Ms Marzena Piszczek, Chairwoman of the Supervisory Board of Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ”PZU S.A.”) and simultaneously the Chairwoman of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. about transactions on the Company’s shares effected by PZU S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments.
10,569 shares were purchased by PZU S.A. on 9th January 2012 for the total amount of 277,119.18 PLN as a result of a transaction concluded during an exchange session at the Warsaw Stock Exchange.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) received on 12th January 2012 from Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ”PZU S.A.”) information of 11th January 2012 about purchasing by PZU Życie S.A., where Mr Ryszard Trepczyński is the Chairman of the Board (i.e. a person related to PZU S.A. and PZU Życie S.A. in the meaning of Article 160 of Act on Trading in Financial Instruments), shares of the Company (where Mr Ryszard Trepczyński is a Member of the Supervisory Board).
Transactions related to:- the acquisition of 10,569 shares by PZU S.A. on 9th January 2012 as a result of a transaction concluded during exchange sessions at the Warsaw Stock Exchange. The transaction price amounted to 26.22 PLN per share, while the total amount equaled 277,119.18 PLN.- the sale of 10,569 shares by PZU Życie S.A. on 9th January 2012 as a result of a transaction concluded during exchange sessions at the Warsaw Stock Exchange. The transaction price amounted to 26.22 PLN per share, while the total amount equaled 277,119.18 PLN.
On 29th December 2011 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) was informed by Generali Otwarty Fundusz Emerytalny (Generali Open Pension Fund, hereinafter referred to as ”Generali OFE”), located in Warsaw, that as a result of settling the transactions of purchasing the Company’s shares as at 27th December 2011, Generali OFE holds over 5% of the total number of shares at the General Meeting of Shareholders.
Before the ownership change Generali OFE held 3,195,554 (say: three million one hundred and ninety-five thousand five hundred and fifty-four) the Company’s shares accounting for 4.98% of the Company’s share capital and authorizing to 4.98% votes at the General Meeting of Shareholders. The shares authorized Generali OFE to 3,195,554 (say: three million one hundred and ninety-five thousand five hundred and fifty-four) votes at the General Meeting of Shareholders.
The number of shares held by Generali OFE after the shareholding change amounts to 3,245,554 (say: three million two hundred and forty-five thousand five hundred and fifty-four) shares accounting for 5.06% of the Company’s share capital and representing 5.06% votes at the General Meeting of Shareholders. The shares authorize Generali OFE to 3,245,554 (say: three million two hundred and forty-five thousand five hundred and fifty-four) votes at the General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 29th December 2011 it was notified by ING Powszechne Towarzystwo Emerytalne S.A. located in Warsaw that as a result of purchasing the Company’s shares on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.), settled on 22nd December 2011, ING Otwarty Fundusz Emerytalny (ING Open Pension Fund, hereinafter referred to as ”ING OFE”) increased its ownership of the Company’s shares by at least 2%.
Before the acquisition of the shares, ING OFE held 7,964,286 (say: seven million nine hundred and sixty-four thousand two hundred and eighty-six) Company’s shares accounting for 12.42% of the Company’s share capital and authorizing to 7,964,286 (say: seven million nine hundred and sixty-four thousand two hundred and eighty-six) votes at the General Meeting of Shareholders representing 12.42% of the total number of votes.
On 28th December 2011 ING OFE had on its securities account 8,284,242 (say: eight million two hundred and eighty-four thousand two hundred and forty-two) Company’s shares accounting for 12.92% of the Company’s share capital and authorizing to 8,284,242 (say: eight million two hundred and eighty-four thousand two hundred and forty-two) votes at the General Meeting of Shareholders representing 12.92% of the total number of votes.
In the perspective of 12 months ING OFE does not exclude the possibility of increasing or decreasing the number of the held shares depending on the market situation and the Company’s performance. ING OFE declares that the aim of acquiring the Company’s shares is placing money being a part of the Fund’s investment operations.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as „the Issuer”) hereby informs that the value of total turnover between the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach and Mekatrade Asia Pte Ltd based in Switzerland in the period of the last 12 months amounted to the net value of PLN 461.2 million.
The above value exceeds 10% of the revenue from sales of Azoty Tarnów Capital Group for the last four quarters of turnover, which is the criterion to regard the sum of the turnover to be of material value. The invoice with the highest net value was the one of 30th September 2011 in the amount of PLN 37.8 million. The invoice comes from the agreement for the sale of multi-component mineral fertilisers concluded on 5th September 2011 between Z. Ch. Police S.A. (the Issuer’s daughter company) as the Seller and Mekatrade Asia Pte Ltd as the Buyer (ZCh Police informed about the aforementioned agreement in Current Report No. 41/2011 of 6th September 2011). The agreement was concluded for a specified time until 30th September 2011. Other terms and conditions of the agreement do not differ from the conditions applied in this kind of agreements. The agreement did not contain provisions concerning additional contractual penalties whose value would exceed 10% of the value of the agreement or EUR 200,000 equivalent in PLN.Other terms and conditions do not differ from the market standards applied in this kind of agreements.
The Management Board of Zakłady Azotowe in Tarnow-Mościce S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Moscicach S.A. convened for 13th January 2012.
Attachement: Draft of resolutions of the Extraordinary General Meeting dated 13.01.2012.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., (the Company) hereby convenes an Extraordinary General Meeting of Shareholders to be held at 11:00 on 18 October 2011 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 64 115 444. The said shares carry, on 13 January 2012, 64 115 444 votes.
AGENDA1) Opening of the Meeting.2) Election of the Chairman/Chairwoman of the Meeting and drawing up the register.3) Confirmation of the legality of the Meeting and its ability to pass resolutions.4) Adopting the Agenda of the Extraordinary General Meeting of Shareholders.5) Election of the Ballot Counting Committee.6) Changes in the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.7) Changes in the Company’s Articles of Association.8) Closing of the Extraordinary General Meeting of Shareholders.
The Company’s Management Board hereby announces the draft changes to the text of the Articles of Association (point 7 of the Agenda).I. Draft change to the content of § 20 point 1 of the Articles of Association
§ 20 point 1 of the Articles of Association previously read:§ 20
1. Two members of the Managing Board acting jointly or one member of the Board acting with the proxy are required to submit declarations on behalf of the Company.
§ 20 point 1 of the Articles of Association now reads:§ 20
2. Two members of the Managing Board acting jointly or one member of the Board acting with the proxy are required to submit declarations on behalf of the Company. In case of a one-person Managing Board, the Compnay is represented by a single Member of the Board.
II. Draft change to the content of § 23 point 1 of the Articles of Association
§ 23 point 1 of the Articles of Association previously read:
§ 23
1. The Management Board is composed of 2 to 5 persons, including the Chairman, Vice Chairmen and other Members of the Management Board. The number of members of the Management Board is determined by the appointing authority.
§ 23 point 1 of the Articles of Association now reads: § 23
1. The Management Board is composed of 1 to 6 persons, including the Chairman, Vice Chairmen and other Members of the Management Board. The number of members of the Management Board is determined by the appointing authority.
Right to Attend the General Meeting
Pursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 28th December 2011.
In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 16th December 2011, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 29th December 2011 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments.
The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 10th, 11th and 12th January 2012 between 8:00 a.m. and 3:00 p.m. Shareholders may request the list to be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by Proxy
Shareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons.
The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 33[1] of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb## . Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and its proxy. The Company may undertake necessary steps to identify the shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.
The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of Shareholders
A shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 23rd December 2011. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ Right to Submit Resolution Drafts A shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Extraordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic Communication
The Management Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.Access to DocumentationDocumentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the date of convening the Extraordinary General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith. Website AddressInformation on the General Meeting of Shareholders is available on our website: www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that the value of total turnover between Azoty Tarnów Capital Group and PGNiG Capital Group in the period from 12th August 2011 to the date of the publication of this report amounted to the net value of PLN 456.9 million.
The above value exceeds 10% of the revenues from sales in Azoty Tarnów Capital Group for the last four quarters of turnover, which is the criterion to regard the sum of the turnover to be of material value. The invoice with the highest net value was the one of 1st December 2011 for the supply of high methane gas for technological purposes for the amount of PLN 55.607.011,20.The invoice comes from the agreement of 17th December 2009 concluded between Zakłady Chemiczne Police S.A. (hereinafter referred to as “the Buyer”) - the daughter company of the Issuer, and PGNiG (hereinafter referred to as “the Seller”) for the supply of high methane gas for the company’s purposes which was concluded for a definite period of time to 31st December 2011.
The Seller has undertook to supply gas fuel to the Buyer in accordance with specific quality parameters and in the quantities specified in the annex to the agreement.
The Seller’s liabilities security by virtue of the above mentioned agreement is placing registered pledges on the Buyer’s property and security mortgage up to PLN 80 million on the Buyer’s immovable property. Furthermore, the Buyer undertook to place the collateral in the form of future cash liabilities resulting from frame contracts concluded by the Buyer.
Terms and conditions of the agreement do not provide for contractual penalties. Other terms and conditions do not differ from the market standards applied in this kind of agreements, particularly those referring to suspending or cancelling terms and conditions or dates.
The Management Board of Zakłady Azotowe w Tarnowie Mościcach (hereinafter: the Issuer) hereby informs that on 7th December 2011 it signed an annex to the loan agreement in current account with Powszechna Kasa Oszczędności Bank Polski S.A. (hereinafter: the Bank).
The above-mentioned loan, granted for the period from 1st October 2010 to 30th September 2014, is associated with the structure of virtual cash pooling which allows for additional optimization of the revenues and costs of interests arising from the simultaneously occurring positive and negative current account balances of the companies constituting the Issuer’s Capital Group.
Previous annexing of the loan agreement was due to changes in the structure of the Issuer’s Capital Group – starting from 30th March 2011 the limit of the loan in current account in Azoty Tarnów Capital Group and ZAK S.A. was extended to the amount of 100 million PLN which was announced by the Issuer in Current Report No. 16/2011 of 30th March 2011.
In connection with the acquisition by the Issuer of 66% shares in Zakłady Chemiczne Police S.A. (hereinafter: ZCH POLICE S.A.), pursuant to the above mentioned annex signed on 7th December 2011, the Bank - at the request of Azoty Tarnów - increased the amount of the loan limit in current account in PLN to the total amount of 250 million PLN.
The funds from the loan shall be dedicated for financing the current liabilities resulting from the business activity. The first loan to ZCH POLICE S.A. in current account can be used for the full repayment of the loan granted to ZCH POLICE S.A. by Agencja Rozwoju Przemysłu S.A.
The final date of using and repaying the loan shall expire at the end of the lending period i.e. on 30th September 2014 provided that the loan is available for periods not longer than 12 months after the positive verification by the Bank of the economic and financial situation of subsidiaries of the Issuer’s Capital Group. In the case of ZCH POLICE SA the loan is available for the entire period of funding until 30th September 2014 provided the schedule of sublimit repayment by 30th March 2013 is agreed.
The Issuer acting as the Agreement Agent and being granted authorization by the Borrowers, i.e. its subsidiaries, shall have full unlimited joint and several liability for the repayment of all liabilities under the loan, regardless of by which of the Borrowers the loan funds were used, covering the liabilities due under the granted sublimits.
The concluded agreement is another step in the implementation of the restructuring plan of funding the expanded Azoty Tarnów Capital Group. The Issuer as the Agreement Agent has the ability to manage the loan sublimits in current account, which allows for their flexible utilization depending on the demand for funding in separate companies of the Capital Group.
Further to Current Report No. 69/2011 dated 1st August 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby provides information on the final cost of issuing 24,999,023 ordinary bearer shares of C series offered to the public (hereinafter: the Offer).
The total cost of the Offer amounted to 8,198,176.38 PLN including:- the cost of preparation and carrying out the Offer: 5,801,639.91 PLN- the cost of drawing up the Prospectus, including the cost of advice: 1,835,488.92 PLN- the cost of promoting the Offer: 561,047.55 PLN
The method of settlement in the books and the way of presenting in the financial statement: costs of issuing the Shares of C Series adjusted for the income tax shall reduce the capital from issuing the shares over their nominal value created from the surplus of the share issue price over their nominal value up to the amount of this capital. Any surplus of the issue costs over the capital from issuing the shares over their nominal value shall be referred to the Profit and Loss Account.
The average cost of issuing the Shares of C Series per share covered by the subscription amounted to 0.33 PLN.
The Management Board of Zakłady Azotowe w Tarnowie-Mościach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 31st October 2011 it received a notification from Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as “PZU S.A.”) dated 28th October 2011, about exceeding by PZU S.A. with its subsidiary PZU Życie S.A. 5% of the total number of votes at the General Meeting of Shareholders, which took place on 30th August 2011 as a result of the conversion of 2,388,626 rights to shares to ordinary shares of the Company.
Before the conversion of the shares PZU S.A. with its subsidiary PZU Życie S.A. held 985,574 (say: nine hundred and eighty-five thousand five hundred and seventy-four) shares, representing 1.54% of the share capital and was entitled to 985,574 (say: nine hundred and eighty-five thousand five hundred and seventy-four) votes at the General Meeting of Shareholders of the Company which represented 1.54% of the total number of votes.
After the change the number of shares held by PZU S.A. with its subsidiary PZU Życie S.A. equals 3,374,200 and represents 5.26% of the Company’s share capital. The shares entitle to 3,374,200 votes at the General Meeting of the Company’s Shareholders, representing 5.26% of the total number of votes.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer") hereby informs that on 20th October 2011, the Supervisory Board – due to the expansion of Azoty Tarnów Capital Group and the need to develop a new corporate governance, including in particular defining a new organizational structure and new areas of supervision – dismissed the Members of the Board of the 8th term composed of:
Mr Jerzy Marciniak - Chairman & CEOMr Andrzej Skolmowski - Vice-ChairmanMr Witold Szczypiński - Member of the Management BoardMr Franciszek Bernat - Member of the Management Board
The resolution came into force on the date of its adoption.
In another resolution of 20th October 2011, the Supervisory Board of the Issuer, decided that the Management Board of the new term should consist of five persons.The Supervisory Board of the Issuer with resolution dated 20th October 2011 appointed Mr Jerzy Marciniak to the position of the Chairman of the Management Board and General Director of the 9th term of Zakłady Azotowe w Tarnowie-Mościcach S.A. Furthermore, pursuant to a motion put forward by the Chairman of the Management Board and General Director, Mr Jerzy Marciniak, with resolutions dated 20th October 2011, the Issuer’s Supervisory Board appointed the remaining Members of the Management Board composed of:Mr Andrzej Skolmowski - Vice-Chairman of the 9th term of Zakłady Azotowe w Tarnowie-Mościcach S.A., responsible for finance and trade at Azoty Tarnów Capital Group,Mr Krzysztof Jałosiński - Vice-Chairman of the 9th term of Zakłady Azotowe w Tarnowie-Mościcach S.A., responsible for strategy and development of Group Azoty Tarnow,Mr Witold Szczypiński - Vice-Chairman of the 9th term of Zakłady Azotowe w Tarnowie-Mościcach S.A., responsible for production and safety at Azoty Tarnów Capital Group.
The above mentioned persons do not conduct any business competitive to the business of Zakłady Azotowe w Tarnowie-Mościcach S.A., do not participate in any competitive business as partners in civil law partnerships, partnerships or as members of a body in a capital company or in any competitive legal entity.
The newly appointed Members of the Management Board are not entered in the Register of Insolvent Debtors run on the basis of the Act on National Court Register.
Mr Jerzy Marciniak has acted as the Chairman of the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. since 11th March 2008. Mr Andrzej Skolmowski has acted as the Vice-Chairman of Zakłady Azotowe w Tarnowie-Mościcach S.A. since 26th March 2009.Mr Krzysztof Jałosiński has acted as the Chairman of the Management Board of Zakłady Chemiczne Police S.A. since 1st February 2011.Mr Witold Szczypiński acted as the Vice-Chairman of Zakłady Azotowe w Tarnowie-Mościcach 11th March 2008 to 14th June 2011 and now has acted since 14th June 2011 as a Member of the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
Curricula vitae of the appointed Members of the Management Board are enclosed below.
Attachement: Curricula vitae of the appointed Members of the Management Board.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Company”) hereby encloses the list of shareholders holding at least 5% of the total votes at the Extraordinary General Meeting of Shareholders convened for 18th October 2011 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Extraordinary General Meeting of Shareholders as well as in the total number of shares.
Attachement: The List of Shareholders EGM 18.10.2011.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “ the Company”) hereby informs that on 18th October 2011, by virtue of resolutions of the Extraordinary General Meeting of Shareholders, Mr Artur Kucharski, Mr Marek Mroczkowski and Mr Ryszard Trepczyński were appointed Members of the Company’s Supervisory Board. The resolutions became effective upon the date of their adoption.
The above mentioned persons do not conduct any business competitive to the business of Zakłady Azotowe w Tarnowie-Mościcach S.A., do not participate in any competitive business as partners in civil law partnerships, partnerships or as members of a body in a capital company or in any competitive legal entity. The newly appointed Members of the Supervisory Board are not entered in the Register of Insolvent Debtors run on the basis of the Act on National Court Register. Furthermore, Mr Artur Kucharski and Mr Marek Mroczkowski meet the independence criteria set out in Annex II to the European Commission Recommendation of 15th February 2005, on the role of non-executive or supervisory directors of listed companies and on the committees of the supervisory board (Official Journal of the EU, L 52/51 of 2005).Curricula vitae of the newly appointed members of the Supervisory Board are enclosed below.
Attachement: Curricula vitae of the newly appointed members of the Supervisory Board.
The Managing Board of Zakłady Azotowe w Tarnowie - Mościcach S.A. makes the appended resolutions adopted at the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie - Mościcach S.A. held on 18th October 2011 available to the public.
The Extraorrdinary General Meeting of Shareholders did not decline to consider any item of the planned agenda. No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
Attachement: Resolutions adopted at the EGM of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that on 18th October 2011 it received a resignation of Mr Jacek Lewandowski from a post of a Member of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
Mr Jacek Lewandowski did not give a reason for his resignation.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. informs that on 18th October 2011 it received a resignation of Mr Mirosław Potulski a position of the Member of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
Mr Mirosław Potulski did not give a reason for his resignation.
Further to Current Report No. 96/2011 dated 29th September 2011 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach hereby informs that on 13th October 2011 the State Treasury and Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Purchaser”) signed a contract for the sale of 23,293,330 (say: twenty-three million two hundred and ninety-three thousand three hundred and thirty) ordinary bearer shares of ”AA” Series of ZAK S.A. based in Kedzierzyn-Koźle (hereinafter referred to as “the Company”), under which the Purchaser acquired the shares listed above.
The price of the Company’s block of shares belonging to the State Treasury covering 23,293,330 shares was agreed at 8.59 PLN per share as a result of negotiations between the parties held on 28th September 2011. On 12th October 2011 the Council of Ministers, acting on the basis of Article 33 Paragraph 3 of the Act of 30th August 1996 on Commercialisation and Privatisation (Journal of Laws of 2002 No. 171, item. 1397, as amended), approved the mode other than a public sale of 23,293,330 of the Company’s shares with a nominal value of 5.00 PLN each, representing 40.86% of the share capital of the Company, through their transfer to Zakłady Azotowe w Tarnowie-Mościcach S.A., at a price of 8.59 PLN per share i.e. 200,089,704.70 PLN for the block of shares of ZAK SA sold by the State Treasury.
The purchase of 40.86% shares of ZAK S.A. which up to now have been in the possession of the State Treasury is one of the Purchaser’s issue targets, as defined in the Prospectus approved by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) on 28th June 2011. After the acquisition of 40.86% shares in ZAK S.A. the Purchaser will have a total of 93.48% shares of the Company.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) was notified by Ms Marzena Piszczek, Chairwoman of the Supervisory Board of Powszechny Zakład Ubezpieczeń S.A. (”PZU S.A.”) and simultaneously the Chairwoman of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. about transactions on the Company’s shares effected by PZU S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments.
On 30th September 2011 PZU S.A. purchased 5,000 shares for the total amount of 156,235.96 as a result of transaction concluded during exchange sessions at the Warsaw Stock Exchange.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (”the Company”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (”PZU Życie S.A.”) about transactions on the Companys’s shares effected by PZU Życie S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to the Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simultaneously a Member of the Supervisory Board of PZU Życie S.A.
On 30th September 2011 PZU Życie S.A. purchased 5,000 shares for the total amount of 156.235,96 PLN as a result of transaction concluded during exchange sessions at the Warsaw Stock Exchange.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) on 4th October 2011 received a note from Bank Polskiej Spółdzielczości S.A. (hereinafter referred to as ”Bank BPS S.A.”) dated 3rd October 2011 about purchasing by Bank BPS S.A., where Mr Mirosław Potulski is the Chairman of the Board (i.e. a person related to it in the meaning of Article 160 of Act on Trading in Financial Instruments), shares of the Company (where Mr Mirosław Potulski is a Member of the Supervisory Board).
On 28th September 2011 the transactions related to the acquisition of 15,300 shares for the total amount of 457,338.86 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
On 28th September 2011 the transaction related to the acquisition of 615,000 shares for the total amount of 21,832,500.00 PLN as a result of packet transactions through Bank BPS S.A., brokerage house.
On 29th September 2011 the transactions related to the acquisition of 30,389 shares for the total amount of 976,468.06 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
On 30th September 2011 the transactions related to the acquisition of 124,316 shares for the total amount of 3,909,285.32 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
The Management Board of Zakłady Azotowe w Tarnowie-Mościach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 28th September 2011 negotiations were held between the Ministry of the Treasury and the Company on setting the selling price of ZAK S.A. belonging to the Treasury.
As a result of negotiations the parties agreed that the total amount for the package of 23,293,330 shares of ZAK S.A. constituting 40.86% of the share capital will amount to 200,089,704.70 PLN, i.e. 8.59 PLN per share.
Sales contract of the above shares of ZAK S.A. will require approval of the transaction conditions by the Minister of The Treasury, approval of the Supervisory Board and getting by the Minister of the Treasury the approval of the Council of Ministers to sell the shares not in a public transaction.
The planned purchase of the shares of ZAK S.A. held by the State Treasury was one of the issue targets described in the Prospectus of C series shares as approved by the Polish Financial Supervision Authority on 28th June 2011.
The Management Board of Zakłady Azotowe w Tarnowie-Mościach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 26th September 2011 it received a notification dated 23rd September 2011 of the acquisition of the Company’s shares by ING Otwarty Fundusz Emerytalny (ING Pension Fund, hereinafter referred to as ”the Fund”). As a result of transactions concluded on the Warsaw Stock Exchange, settled on 20th September 2011, the Fund has become the holder of the shares which constitute more than 10% of the votes at the General Meeting of Shareholders of the Company.
Before the acquisition of the shares, the Fund held 6,407,351 (say: six million four hundred and seven thousand and three hundred and fifty-one) shares, representing 9.99% of share capital and was entitled to 6,407,351 (say: six million four hundred and seven thousand and three hundred and fifty-one) votes at the General Meeting of Shareholders of the Company which represented 9.99% of the total number of votes.
On 23rd September 2011 the Fund had on its securities account the total of 6,730,751 (say: six million seven hundred and thirty thousand seven hundred and fifty-one) shares representing 10.50% of the share capital of the Company. The Fund is entitled to 6,730,751 (say: six million seven hundred and thirty thousand seven hundred and fifty-one) votes at the General Meeting of Shareholders of the Company which constitutes 10.50% of the total number of votes.
In the perspective of 12 months the Fund does not exclude the possibility of increasing or decreasing the number of the held shares depending on the market situation and the Company’s performance. The aim of acquiring the Company’s shares is placing money being a part of the Fund’s investment operations.
The Management Board of Zakłady Azotowe in Tarnow-Mościce S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Moscicach S.A. convened for 18th October 2011.
Attachement: Draft of resolutions of the Extraordinary General Meeting dated 18.10.2011.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., (“Company”) entered in the Register of Entrepreneurs by District Court for Cracow-Śródmieście in Cracow, XII Commercial Division of the National Court Register, KRS (National Court Register Number): 0000075450, NIP PL (Tax Identification Number): 8730006829, Share and paid capital: 320,577,220 PLN hereby convenes
AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERSto be held at 11:00 on 18 October 2011
at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor). The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 64 115 444. The said shares carry, on 18 October 2011, 64 115 444 votes.
AGENDA
1) Opening of the Meeting.2) Election of the Chairman of the Meeting and drawing up the register.3) Confirmation of the legality of the Meeting and its ability to pass resolutions. 4) Adopting the Agenda of the Extraordinary General Meeting of Shareholders.5) Election of the Ballot Counting Committee.6) Approval to sell shares in daughter companies and repeal of previous resolutions on selling the shares.7) Changes in the Supervisory Board.8) Establishing rules and the amount of remuneration of the Supervisory Board Members.9) Current Information for Shareholders.10) Closing of the Extraordinary General Meeting of Shareholders.
Right to Attend the General Meeting
Pursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 2nd October 2011.
In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 22nd September 2011, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 3rd October 2011 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments.
The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 13th, 14th and 17th October 2011 between 8:00 a.m. and 3:00 p.m. Shareholders may request the list to be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by Proxy
Shareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons.
The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb## . Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and its proxy. The Company may undertake necessary steps to identify the shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.
The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of Shareholders
A shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 27th September 2011. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ Right to Submit Resolution Drafts A shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Extraordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic Communication
The Management Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to Documentation
Documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the date of convening the Extraordinary General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith.
Website Address
Information on the General Meeting of Shareholders is available on our website: www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) on 7th September 2011 received a note from Bank Polskiej Spółdzielczości S.A. (hereinafter referred to as ”Bank BPS S.A.”) dated 2nd September 2011 about selling by Bank BPS S.A., where Mr Mirosław Potulski is the Chairman of the Board (i.e. a person related to it in the meaning of Article 160 of Act on Trading in Financial Instruments), shares of the Company (where Mr Mirosław Potulski is a Member of the Supervisory Board).
The transaction of selling 615,000 shares at 33.00 PLN each was concluded at the Warsaw Stock Exchange on 30th August 2011. The disposal of the shares was effected by way of execution the purchasing order placed through Bank BPS S.A., brokerage house.
Further to Current Reports Nos. 89/2011 of 24th August 2011 and 90/2011 of 26th August 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 29th August 2011 it received a notice dated 26th August 2011 from the Operational Department of the National Depository for Securities (hereinafter referred to as “KDPW”) in which it was informed that pursuant to Resolution No. 794/2011 dated 24th August 2011 adopted by the Management Board of KDPW, 24,999,023 ordinary bearer shares of C series will be registered at KDPW on 30th August 2011 and they will be designated with code PLZATRM00012.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., having its seat in Tarnów (hereinafter referred to as ”the Company”), hereby informs that on 25th August 2011 the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie, hereinafter referred to as “the WSE”) took the following Resolutions:
1. Resolution No. 1114/2011 on the designation of the last day of trading in 24,999,023 rights to the Company’s ordinary bearer shares of C series with the nominal value of 5 (five) PLN each (hereinafter referred to as “the Rights to Shares of C Series"), in which the Management Board of the Warsaw Stock Exchange set 29th August 2011 to be the last day of trading the Rights to Shares of C Series, coded as PLZATRM00061 by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych, hereinafter referred to as “KDPW”), and
2. Resolution No. 1115/2011 on the approval and introduction into trading in the main market of the WSE the Company’s ordinary bearer shares of C series, in which the Management Board of the WSE checked the admission to trading in the main market in 24,999,023 Company’s ordinary bearer shares of C series with the nominal value of 5 (five) PLN each ("Shares of C Series") and decided to introduce, in a regular mode, into trading in the main market Shares of C Series starting from 30 August 2011 provided that KDPW registers the shares and codes them as PLZATRM00012 on 30th August 2011.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”), hereby informs that the Management Board of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych, hereinafter referred to as “KDPW”) pursuant to Resolution No. 794/11 of 24th August 2011, took a decision to register in the depository of securities 24,999,023 (say: twenty-four million nine hundred and ninety-nine thousand and twenty-three) ordinary bearer shares of C Series of the Company with the nominal value of 5 (five) PLN each (hereinafter referred to as “Shares of C Series”) and designate them with code PLZATRM00012 provided that the operator of the regulated market took a decision to introduce the shares into trading in the regulated market where other shares designated with code PLZATRM00012 had been introduced. The Shares of C Series will be registered in the depository of securities due to closing the accounts for transferable rights to shares designated with code PLZATRM00061 within three days from the date of delivering to KDPW a document proving the decision taken to introduce those shares into trading in the regulated market where other shares of the Company designated with code PLZATRM00012 were introduced by the operator of the regulated market, however not earlier than indicated in the decision on introduction of registered Shares of C Series into trading in the market.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) was notified by Ms Marzena Piszczek, Chairwoman of the Supervisory Board of Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ”PZU S.A.”) and simultaneously the Chairwoman of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. about transactions on the Issuer’s shares effected by PZU S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments.
On 18th August 2011 PZU S.A. purchased 1,000 shares for the total amount of 28,990.00 as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about transactions on the Issuer’s rights to shares effected by PZU Życie S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to the Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simultaneously a Member of the Supervisory Board of PZU Życie S.A.
On 18th August 2011 PZU Życie S.A. purchased shares – 1,000 for the total amount of 28,990.00 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Further to Current Report No. 80/2011 of 17th August 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. having its seat in Tarnów, Poland, (hereinafter referred to as ”the Company”), acting pursuant to § 38 paragraph 1 point 2 of the Ordinance of the Minister of Finance dated 19th February 2009 on current and periodic information to be published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state, further to the approval of a consolidated text of the Company’s Articles of Association (hereinafter referred to as “the Articles of Association”) by the Supervisory Board of 23rd August 2011 covering the changes introduced to the Articles of Association by the Management Board with resolution no. 2 of 26th May 2011, clarified with the statement by the Board on 1st August 2011, registered on 12th August 2011 by the District Court for Kraków-Śródmieście, 12th Commercial Division of the National Court Register, hereby provides its content in the Annex.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., (“Company”) entered in the Register of Entrepreneurs by District Court for Cracow-Śródmieście in Cracow, XII Commercial Division of the National Court Register, KRS (National Court Register Number): 0000075450, NIP PL (Tax Identification Number): 8730006829, Share and paid capital: 320,577,220 PLN hereby convenes
AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERSto be held at 11:00 on 18 October 2011
at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor). The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 64 115 444. The said shares carry, on 18 October 2011, 64 115 444 votes.
AGENDA
1) Opening of the Meeting.2) Election of the Chairman of the Meeting and drawing up the register.3) Confirmation of the legality of the Meeting and its ability to pass resolutions. 4) Adopting the Agenda of the Extraordinary General Meeting of Shareholders.5) Election of the Ballot Counting Committee.6) Approval to sell shares in daughter companies and repeal of previous resolutions on selling the shares.7) Changes in the Supervisory Board.8) Establishing rules and the amount of remuneration of the Supervisory Board Members.9) Current Information for Shareholders.10) Closing of the Extraordinary General Meeting of Shareholders.
Right to Attend the General Meeting
Pursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 2nd October 2011.
In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 22nd September 2011, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 3rd October 2011 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments.
The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 13th, 14th and 17th October 2011 between 8:00 a.m. and 3:00 p.m. Shareholders may request the list to be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by Proxy
Shareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons.
The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb## . Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and its proxy. The Company may undertake necessary steps to identify the shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.
The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of Shareholders
A shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 27th September 2011. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ Right to Submit Resolution Drafts A shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Extraordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic Communication
The Management Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to Documentation
Documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the date of convening the Extraordinary General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith.
Website Address
Information on the General Meeting of Shareholders is available on our website: www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) received a note from Bank Polskiej Spółdzielczości S.A. (hereinafter referred to as ”Bank BPS S.A.”) dated 12th July 2011 about purchasing by Bank BPS S.A., where Mr Mirosław Potulski is the Chairman of the Board (i.e. a person related to it in the meaning of Article 160 of Act on Trading in Financial Instruments), a block of pre-emptive rights to C series shares of the Company (where Mr Mirosław Potulski is a Member of the Supervisory Board).
The transaction of purchasing 2,800,000 pre-emptive rights at 3 PLN each was concluded in the over-the-counter-market on 12th July 2011. The acquisition of the block of pre-emptive rights was effected by way of execution the purchasing order placed through ING Securities S.A., brokerage house.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Further to Current Report No. 43/2011 of 15th June 2011 and Current Report No. 82/2011 of 17th August 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that pursuant to the Call for shares in the amount guaranteeing 66% of the total number of votes at the General Meeting of Shareholders of Zakłady Chemiczne „POLICE” SA based in Police (hereinafter referred to as ”ZCh Police”) announced by the Company on 15th June 2011 (hereinafter referred to as ”the Call”), on 19th August 2011 the Company acquired 49,500,000 ordinary bearer shares of ZCh Police with a nominal value of 10 (ten) PLN each (”the Shares”), representing altogether 66% of the share capital of ZCh Police and authorizing to 49,500,000 votes at the General Meeting of Shareholders of ZCh Police. The subscriptions in the Call covered 56,191,155 shares of ZCh Police, which means that the allocation rate amounted to 88.09%. Further to the content of the Call, the Shares were acquired by the Company for the unit price equal to 11.50 PLN for each share, which gives the total value of the transaction equal to 569,250,000 PLN. The settlement of the shares acquisition will be effected as per the date stipulated in the content of the Call.
After settling the transaction of acquiring the Shares, the Company will hold the total of 49,500,000 ordinary bearer shares of ZCh Police, representing 66% of the share capital of ZCh Police and authorizing it to 49,500,000 votes at the General Meeting of Shareholders, which accounts for 66% of the total number of votes at the General Meeting of ZCh Police. Before the Call, the Company had not held any shares of ZCh Police. The Shares acquired by the Company are traded on the regulated market at the Warsaw Stock Exchange in Warsaw and are designated with code PLZCPLC00036.
The acquisition of the Shares in the Call by the Company is a long-term capital investment.
Due to the fact that the Shares were acquired through the Call, the Company is not able to define the nature of relations between the Company, its managing or supervising persons on one hand and all entities selling the Shares or managing the entities selling the Shares on the other hand. On 7th July 2011 the Ministry of Treasury published on its website the information on its intent to subscribe for the sale in the Call of 44,556,840 shares of ZCh Police held by the State Treasury. Further to the Company’s information as at 14th June 2011 the State Treasury held 20,549,000 Company’s shares representing 52.53% its share capital.
The accounting value of the Shares after being recorded in the Company’s account books will equal to 569,250,000 PLN. The value of the Shares exceeds 10% of the Company’s equity capital, which is a criterion to consider the Shares to be assets of material value.
Moreover, the Management Board of the Company hereby informs that the funds for financing the Shares acquisition are partly obtained from an investment loan in the amount of 400 million PLN granted to the company further to the bridging investment loan agreement concluded with Powszechna Kasa Oszczędności Bank Polski S.A. on 14th June 2011 which was announced in Current Report No. 44/2011 of 15th June 2011, partly from a loan granted to the Company by its subsidiary, ZAK S.A., in the amount of 70 million PLN and the rest is financed from the Company’s own funds. Moreover, the Management Board hereby informs that the investment loan and the loan as mentioned above will be repaid from the funds obtained from the shares issue with pre-emptive rights implemented further to the Prospectus of C series shares approved by the Polish Financial Supervision Authority on 28th June 2011 which the Company announced in Current Report No. 45/2011 of 28th June 2011.
ZCh Police is one of the biggest Polish chemical companies belonging to the group of the so-called Major Chemical Synthesis being a leader in Central and Eastern Europe as well as in Germany. The basic operational activities of ZCh Police cover three product groups: mineral fertilizers (compound fertilizers and urea), titanium white (titanium dioxide) and chemicals.
The basic target to acquire the Shares by the Company is strengthening the competitiveness of Azoty Tarnów Capital Group in the sector of mineral fertilizers as a result of considerable increase of the scale of activities as well as owing to increasing the product diversity. Furthermore, the acquisition of the Shares will allow the joint Capital Group to attain advantages by virtue of optimization the purchasing of raw materials, manufacturing processes, sale and support functions.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Further to Current Report No. 43/2011 of 15th June 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that pursuant to the data received on 17th August 2011 from an intermediary entity in the Call for the shares of Zakłady Chemiczne „POLICE” S.A. (hereinafter referred to as ”ZCh Police”) authorising to exercise 66% of the total number of votes at ZCh Police (hereinafter referred to as ”the Call”), 56,191,155 shares of ZCh Police were covered by the subscriptions entered in the Call until 4 p.m. on 16th August 2011 authorizing to 56,191,155 votes at the General Meeting of Shareholders, which accounts for 74.92% of the total number of votes at the General Meeting of ZCh Police.
Considering the above, further to §6 paragraph 3 of the Regulation of the Minister of Finance on Forms of Calls for Acquisition or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Calls, dated 19th October 2005 (Dz. U. of 2005, No. 207, point 1729, as amended), the Management Board of the Company hereby informs about the fulfilment of the condition stipulated in point 6 of the Call, i.e. at the end of the subscription period, the entered subscriptions covered not fewer than 38,250,000 shares of ZCh Police authorizing to exercise 38,250,000 votes at the General Meeting of Shareholders which accounts for 51.00% of the total number of the votes at the General Meeting of ZCh Police, after attainment of which the Company undertook to acquire the shares in the Call.
The acquisition by the Company of 49,500,000 shares of ZCh Police, authorizing to 49,500,000 votes at the General Meeting of Shareholders, which accounts for 66% of the total number of shares at the General Meeting of Shareholders of ZCh Police, will be made on the principle of proportional reduction, under terms and conditions as defined in the Call.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Further to Current Reports Nos 6/2011 of 19 January 2011 and 27/2011 of 9th May 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that the publication date of the periodical report for the first half of 2011 has been changed. The report will be submitted on 22nd August 2011 instead of 31st August 2011.
Considering the above, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA hereby again notifies of the publication dates of periodical reports in the financial year 2011:1. Quarterly reports:- extended consolidated report for Q3 2011 – 14th November 20112. Half-yearly reports:- extended consolidated report for the 1st half of 2011 – 22nd August 2011At the same time the Management Board states that according to § 83, paragraph 1 of the Ordinance of Minister of Finance dated 19th February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes) (hereinafter referred to as “the Ordinance”), the Company will not publish a separate quarterly report for Q3 2011. The consolidated quarterly report will include quarterly financial information. Furthermore, the Management Board informs that the Company will not publish a quarterly report and consolidated quarterly report for Q2 2011 according to the regulation § 101, paragraph 2 of the Ordinance.The Company will not publish a separate half-yearly report according to § 83, paragraph 3 of the Ordinance, either.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Further to Current Report No. 35/2011 of 27th May 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 17th August 2011, the Company received a decision of the Regional Court for Kraków-Śródmieście in Kraków, 12th Economic Division of the National Court Register on registering a change in the Articles of Association on 12th August 2011 made with Resolution No. 2 of the Management Board dated 26th May 2011 on raising the Company’s share capital as part of the target capital, clarified with the Management Board’s statement of 1 August 2011, and the registration of the Company’s share capital raising from the amount of 195,582,105.00 PLN to 320,577,220.00 PLN through the issuance of 24,999,023 ordinary bearer shares of C series of the Company with nominal value of 5 (five) PLN each.
On the day of publishing this Report, the total number of votes resulting from the issuance of all shares, after registering the raised share capital, amounts to 64,115,444, and the share capital is divided into 64,115,444 shares of the Company with nominal value of 5 (five) PLN each, inclusive of:
24,000,000 ordinary bearer shares of AA series, representing 37.4% share capital of the Company, 15,116,421 ordinary bearer shares of B series, representing 23.6% share capital of the Company, 24,999,023 ordinary bearer shares of C series, representing 39.0% share capital of the Company.Moreover, the Management Board of the Company hereby submits the changes to the Company’s Articles of Association:
§ 7 paragraph 1 of the Articles of Association read as follows:„1. The Company’s share capital amounts to 195,582,105 (one hundred and ninety-five million five hundred and eighty-two thousand one hundred and five) and is divided into 39,116,421 (thirty-nine million one hundred and sixteen thousand four hundred and twenty-one) shares with nominal value of 5 (five) PLN each, inclusive of:a) 24,000,000 (twenty-four million) bearer shares of AA series with numbers from AA 000000001 to AA 024000000;b) 15,116,421 (fifteen million one hundred and sixteen thousand four hundred and twenty-one) bearer shares of B series.”
Current wording of § 7 paragraph 1 of the Articles of Association:”1. The Company’s share capital amounts to 320,577,220.00 (say: three hundred and twenty million five hundred and seventy-seven thousand two-hundred and twenty) PLN and is divided into 64,115,444 (say: sixty-four million one hundred and fifteen thousand four hundred and forty-four) shares with a nominal value of 5.00 (five) PLN each, inclusive of: a) 24,000,000 (say: twenty-four million) bearer shares of AA series with numbers from AA 000000001 to AA 024000000;b) 15,116,421 (say: fifteen million one hundred and sixteen thousand four hundred and twenty-one) bearer shares of B series;c) 24,999,023 (say: twenty-four million nine hundred and ninety-nine thousand and twenty-three) ordinary bearer shares of C series.”
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 16th August 2011 it received a notification dated 12th August 2011 of the acquisition of shares and rights to shares by ING Otwarty Fundusz Emerytalny (ING Pension Fund, hereinafter referred to as ”the Fund”). As a result of transactions concluded on the Warsaw Stock Exchange, settled on 8th August 2011, the Fund has become the holder of the shares and rights to shares which, upon the conversion of rights to shares into shares, will constitute more than 5% of the votes at the General Meeting of Shareholders of the Company.
Before the acquisition of the shares and rights to shares, the Fund held 1,869,500 (say: one million eight hundred and sixty-nine thousand and five hundred) shares, representing 4.78% of share capital and was entitled to 1,869,500 (say: one million eight hundred and sixty-nine thousand and five hundred) votes at the General Meeting of Shareholders of the Company which represented 4.78% of the total number of votes.
On 12th August 2011 the Fund had on its securities account the total of 5,891,212 (say: five million eight hundred and ninety-one thousand two hundred and twelve) shares and rights to shares, representing 9.19% of the share capital of the Company. Upon the conversion of rights to shares into the shares of the Company, the Fund will be entitled to 5,891,212 (say: five million eight hundred and ninety-one thousand two hundred and twelve) votes at the General Meeting of Shareholders of the Company which will constitute 9.19% of the total number votes.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “Issuer”) hereby informs that the value of total turnover between the Capital Group of Azoty Tarnów and the PGNiG Capital Group in the period from 6th February 2011 to the date of the publication of this report amounted to the net value of PLN 117.34 million.
The above value exceeds 10% of the Issuer’s equity capital, which is the criterion to regard the sum of the turnover to be of material value.
The invoice with the highest net value was the one of 31 May 2011 for the supply of high methane gas for technological purposes for the amount of PLN38.095.753,48.
The invoice comes from the agreement of 14th January 1999 concluded between ZAK S.A. (hereinafter referred to as “Buyer”) - the daughter company of the Issuer, and PGNiG (hereinafter referred to as “Seller”) for the supply of high methane gas for the company’s purposes which was concluded for indefinite time and which sets technical conditions of gaseous fuel supply and offtake.
The agreement specifies a minimum amount of gaseous fuel – at the time of restricted supplies – which must be supplied to exclude the possibility of damaging the Issuer’s technological facilities as well as the terms and conditions of reducing or stopping the deliveries. If the amount of taken gas is higher than the one stipulated in the agreement, the Seller shall charge an additional fee. If the amount of taken gas is smaller than the delivered quantity, the Seller shall charge an additional fee for not taken quantity.
If the Seller delivers gas fuel with incompatible quality, which will make it impossible to use the gas for the Buyer’s purposes, the Buyer has the right to reject such a delivery. In case the Seller does not supply the amount of gas stipulated in the agreement, he is obliged to give the Buyer a discount and compensation in the charged fees. Failure to pay the fees results in charging a statutory interest for each day of delay.
The agreement can be terminated any time provided both parties intend to do so prior to a justified request filed at least 1 (one) year prior to the proposed time of termination, by way of 3 (three) years’ termination by either party, in case of force majeure for nine consecutive months, in case of non-fulfilment or inadequate fulfilment of the agreement by one of the parties. Terms and conditions of the agreement do not provide for contractual penalties.
Other terms and conditions do not differ from the market standards applied in this kind of agreements.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about transactions on the Issuer’s rights to shares effected by PZU Życie S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to the Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simultaneously a Member of the Supervisory Board of PZU Życie S.A.
On 10th August 2011 PZU Życie S.A. purchased rights to shares – 5,000 for the total amount of 122,520.23 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) was notified by Ms Marzena Piszczek, Chairwoman of the Supervisory Board of Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ”PZU S.A.”) and simultaneously the Chairwoman of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. about transactions on the Issuer’s shares effected by PZU S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments.
On 5th August 2011 PZU S.A. purchased 3,780 shares for the total amount of 103,242.76 PLN and on 8th August 2011 1,890 shares for the total amount of 51,030.00 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about transactions on the Issuer’s shares effected by PZU Życie S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to the Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simultaneously a Member of the Supervisory Board of PZU Życie S.A.
On 9th August 2011 PZU Życie S.A. purchased shares in two tranches - 4,354 shares for the total amount of 112,678.04 PLN and 4,975 shares for the total amount of 129,350.00 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) was notified by Ms Marzena Piszczek, Chairwoman of the Supervisory Board of Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ”PZU S.A.”) and simultaneously the Chairwoman of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. about transactions on the Issuer’s shares effected by PZU S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments.
On 3rd August 2011 PZU S.A. purchased 7,560 shares for the total amount of 209,675.84 PLN and on 4th August 2011 3,780 shares for the total amount of 103,307.40 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
Moreover, as a result of the allotment of the new issue shares of C series, PZU S.A. took up 1,133,164 new issue shares with the total value of 27,309,252.40 PLN.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about transactions on the Issuer’s shares effected by PZU Życie S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to the Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simultaneously a Member of the Supervisory Board of PZU Życie S.A.
On 5th August 2011 PZU Życie S.A. purchased 6,220 shares for the total amount of 169,886.24 PLN and on 8th August 2011 3,110 shares for the total amount of 83,970.00 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 8th August 2011 the Management Board of the Warsaw Stock Exchange, pursuant to Resolution No. 1042/2011, took a decision to introduce on 10th August 2011, in a regular course, for trading on the main market 24,999,023 (say: twenty-four million nine hundred and ninety-nine thousand and twenty- three) rights to ordinary bearer shares of C series of the Company with a nominal value 5 (say: five) PLN each (hereinafter referred to as ”Rights to C Series Shares”) designated by the National Depository for Securities (KDPW S.A.) with a code ”PLZATRM00061”.
Rights to C Series Shares shall be listed in the system of continuous trading under the shortened name ”AZOTYTARNOW-PDA” and designation ”ATTA”.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about transactions on the Issuer’s shares effected by PZU Życie S.A. - a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to the Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simultaneously a Member of the Supervisory Board of PZU Życie S.A. On 3rd August PZU Życie S.A. purchased 12,440 shares for the total amount of 345,022.16 PLN and on 4th August 2011 6,220 shares for the total amount of 169,992.60 PLN as a result of transactions concluded during exchange sessions at the Warsaw Stock Exchange.
Moreover, as a result of the allotment of the new issue shares of C series, PZU Życie S.A. took up 1,185,921 new issue shares with the total value of 28,580,696.10 PLN. In the case of PZU Życie S.A. this is the number without shares held by Insurance Capital Funds (Ubezpieczeniowe Fundusze Kapitałowe).
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. based in Tarnów (hereinafter referred to as ”the Company”), hereby informs that the Management Board of the National Depository for Securities S.A., pursuant to Resolution No. 744/11 of 5th August 2011, took a decision to register on 8th August 2011 in the depository of securities 24,999,023 (say: twenty-four million nine hundred and ninety-nine thousand and twenty-three) rights to ordinary bearer shares of C Series of the Company with nominal value 5 (five) PLN each, issued pursuant to Resolution No. 2 adopted by the Company’s Board of Directors of 26th May 2011 on raising the Company’s share capital as part of the target capital and to designate them with code PLZATRM00061.
Legal basis: § 34 paragraph 1 point 1 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information to be published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that due to the implementation of resolution No. 2 of the Company’s Management Board dated 26 May 2011 on raising the Company’s share capital as part of the target capital by issuing ordinary bearer shares of C series with a nominal value of 5 (say: five) PLN each (hereinafter referred to as “C Series Shares”) the issue took place and 24,999,023 (twenty-four million nine hundred and ninety-nine thousand and twenty-three) C Series Shares were allotted to subscribers on 1 August 2011.
Considering the above, the Company submits the following information to the public: 1. Date of commencement of the subscription as the execution of pre-emptive rights and additional subscriptions: 11 July 2011.2. Date of completion of the subscription as the execution of pre-emptive rights and additional subscriptions: 21 July 2011.3. Date of shares allotment: 1 August 2011.4. Number of shares covered by the subscription: 24,999,023 C Series Shares.5. The rate of reduction in the additional subscription: 99.21%.6. Number of shares subscribed toa. as the exercise of pre-emptive rights: 24,587,195 C Series Shares;b. under the additional subscription: 52,092,197 C Series Shares.7. Number of shares which were alloted under the subscription: 24,999,023 C Series Shares.8. The issue price at which shares were subscribed to: 24.10 PLN.9. Number of people who subscribed to shares under the subscription and the number of people who were alloted the shares in the subscription:a. as the exercise of pre-emptive rights: 2,961 subscriptions to C Series Shares;b. under the additional subscription: 419 subscriptions to C Series Shares. Due to the fact that each investor could have made a few subscriptions, the Company is not informed how many investors made subscriptions as the exercise of pre-emptive rights and how many investors made additional subscriptions.10. Names of (companies being) underwriters who acquired shares as the exercise of underwriting agreements: C Series Shares were not acquired by underwriters - the Company did not enter into underwriting agreements.11. Value of the subscription (representing the product of shares being the subject of the subscription and issue price of one share): 602,476,454.30 PLN.12. Estimated costs of the issue of C Series Shares are set out in the Prospectus in section "Proceeds from the Offering" (page 45). To the best of our knowledge as at 1st August 2011 the issuance costs calculated on the basis of the received and approved invoices are as follows: 1,641,852.91 PLN, including:a. drawing up and making the offering: 753,349.51 PLN,b. drawing up the Prospectus: 533,482.90 PLN,c. promotion of the offering: 355,020.50 PLN.The Company shall prepare and publish a Current Report with information about final costs of the issue of C Series Shares upon the receipt and approval of all invoices from the parties involved in the preparation and execution of the issue of C Series Shares.The method of settlement in the books and accounting in the financial statement: issuance costs of C Series Shares adjusted for income tax shall reduce the Capital from the issue of shares above their nominal value created from the surplus of the issue price of shares above their nominal value to the amount of the Capital. Any surplus of the issuance costs above the Capital from the shares issue over their nominal value shall be referred to the Profit and Loss Account.13. Pursuant to the costs as at 1st August 2011 the average cost of issuing one share of C Series Shares covered with the subscription: 0.07 PLN.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 28th July 2011 it was informed by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) about the results of subscription to 24,999,023 (say: twenty-four million nine hundred and ninety-nine thousand and twenty-three) ordinary bearer shares of C series offered by the Company with the nominal value of 5 (say: five) PLN each (hereinafter referred to as ”C Series Shares”).
In the subscription period, i.e. from 11th to 21st July 2011, 2,961 subscriptions were entered for 24,587,195 (say: twenty-four million five hundred and eighty-seven thousand one hundred and ninety-five) C Series Shares. Simultaneously, 419 additional subscriptions were entered for 52,092,197 (say: fifty-two million ninety-two thousand one hundred and ninety-seven) C Series Shares. The Management Board of the Company hereby informs that according to the Offer Timetable published in the Prospectus, the allotment of the C Series Shares shall take place on 1st August 2011. Information on the allotment of the C Series Shares and summary of the issue results shall be submitted to the public in further Current Reports.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the "Company") makes notification of the approval of Annex no. 6 and Annex no. 7 to the Company’s issue prospectus by the Polish Financial Supervision Authority on 20 July 2011, drawn up in connection with a rights issue through the public offering of 24 999 023 series C shares (the "Offered Shares") and the application for admission of 39 116 421 pre-emptive rights to the Offered Shares, 24 999 023 rights to the Offered Shares and 24 999 023 Offered Shares to trading on the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) main market.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Further to Current Report No. 43/2011 of 15th June 2011 and Current Report No. 62/2011 of 19th July 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 19th July 2011 it received unconditional consent of Bundeskartellamt (Cartel Office of the Federal Republic of Germany) of 19th July 2011 No. 810600238589 (signature: B3-95/11) for the merger involving the acquisition by the Company of the control over Zakłady Chemiczne ”POLICE” S.A. based in Police (hereinafter referred to as ”ZCh Police”).
Considering the above, the Company hereby informs about the fulfilment of the second of the legal conditions set in the call for shares of ZCh Police as announced through Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (PKO BP Brokerage House) on 15th June 2011 by the Company (hereinafter referred to as ”the Call”).
Based on §6 paragraph 3 pursuant to §6 paragraph 5 of the Regulation of the Minister of Finance on Forms of Calls for Acquisition or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Calls, dated 19th October 2005, the Management Board of the Company hereby informs about the fulfilment of the second of the conditions stipulated in point 24 of the Call, i.e. on 19th July 2011 Bundeskartellamt (Cartel Office of the Federal Republic of Germany) gave unconditional consent for the merger through the acquisition of Shares (as defined in the Call), which together with the unconditional consent given on 18th July 2011 by the President of the Office of Competition and Consumer Protection No. DKK – 77/2011 means that all legal conditions stipulated in point 24 of the Call are fulfilled. Thus, the Company may acquire all the Shares covered by the subscriptions made in the subscription period, subject to: (i) complying with a condition referred to in point 6 of the Call or (ii) taking the decision to purchase the Shares covered by subscriptions, despite the lack of occurrence of the condition referred to in point 6 of the Call. DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) that on 12th July 2011 PZU Życie S.A., a related person in the meaning of Article 160 of Act on Trading in Financial Instruments, purchased 1,350,000 pre-emptive rights to the Issuer’s shares. The information was passed to the Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simultaneously a Member of the Supervisory Board of PZU Życie S.A.
Moreover, further to Current Report No. 57/2011 of 14th July 2011on taking up 458,410 pre-emptive rights to the Issuer’s shares by a person related to Mr Jerzy Marciniak in the meaning of Article 160 of Act on Trading in Financial Instruments, i.e. PZU Życie S.A., the Issuer’s Management Board, based on the aforementioned information from PZU Życie S.A., hereby informs that the aforementioned pre-emptive rights, further to the timetable of the Company’s Public Offering, were alloted at the end of 5th July 2011. The rights were recorded in the transaction systems of PZU S.A. on 6th July and confirmed by the Depositary in a report of 8th July 2011.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. was notified by Ms Marzena Piszczek, Chairwoman of the Supervisory Board of Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ”PZU S.A.”) and simultaneously the Chairwoman of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. about purchasing 1,350,000 pre-emptive rights to the shares of Zakłady Azotowe w Tarnowie-Mościcach S.A. on 12th July 2011 by a person related to Ms Marzena Piszczek in the meaning of Article 160 of Act on Trading in Financial Instruments, i.e. PZU S.A.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) received supplementary information from Ms Marzena Piszczek relating to information published by the Company in Current Report No. 54/2011 of 14th July 2011 on taking up 391,259 pre-emptive rights to the shares of the Company by a person related to Ms Marzena Piszczek in the meaning of Article 160 of Act on Trading in Financial Instruments, i.e. Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ” PZU S.A.”)
The aforementioned pre-emptive rights, further to the timetable of the Company’s Public Offering, were alloted at the end of 5th July 2011. The rights were recorded in the transaction systems of PZU S.A. on 6th July and confirmed by the Depositary in a report of 8th July 2011. Ms Marzena Piszczek is the Chairwoman of the Supervisory Board PZU S.A. and simultaneously the Chairwoman of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Further to Current Report No. 43/2011 of 15th June 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 18th July 2011 it received a decision of the President of the Office of Competition and Consumer Protection (hereinafter referred to as ”UOKiK”) of 18th July 2011 no. DKK – 77/2011 by virtue of which the President of UOKiK, after antitrust proceedings initiated at the request of the Company, agreed to the merger involving the acquisition by the Company of the control over Zakłady Chemiczne ”POLICE” S.A. based in Police (hereinafter referred to as ”ZCh Police”).
Considering the above, the Company hereby informs about the fulfilment of one of the legal conditions set in the call for shares of ZCh Police as announced through Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (PKO BP Brokerage House) on 15th June 2011 by the Company (hereinafter referred to as ”the Call”).
Based on §6 paragraph 3 pursuant to §6 paragraph 5 of the Regulation of the Minister of Finance on Forms of Calls for Acquisition or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Calls, dated 19th October 2005, the Management Board of the Company hereby informs about the fulfilment of one of the conditions stipulated in point 24 of the Call, i.e. on 18th July 2011 the President of the Office of Competition and Consumer Protection gave unconditional consent for the merger as a result of the acquisition of the Shares (as defined in the Call), which means that the Company may acquire all the Shares covered by subscriptions made in the subscription period, subject to: (i) meeting the legal requirement to obtain unconditional approval of Bundeskartellamt (Cartel Office of the Federal Republic of Germany) for the concentration as a result of the acquisition of the Shares under the Call or the expiry of the statutory period, in which such consent may be given; and (ii) complying with a condition referred to in point 6 of the Call or (iii) taking the decision to purchase the Shares covered by subscriptions, despite the lack of occurrence of the condition referred to in point 6 of the Call.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the "Company") makes notification of the approval of Annex no. 5 to the Company’s issue prospectus by the Polish Financial Supervision Authority on 18 July 2011, drawn up in connection with a rights issue through the public offering of 24 999 023 series C shares (the "Offered Shares") and the application for admission of 39 116 421 pre-emptive rights to the Offered Shares, 24 999 023 rights to the Offered Shares and 24 999 023 Offered Shares to trading on the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) main market.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the "Company") makes notification of the approval of Annex no. 4 to the Company’s issue prospectus by the Polish Financial Supervision Authority on 15 July 2011, drawn up in connection with a rights issue through the public offering of 24 999 023 series C shares (the "Offered Shares") and the application for admission of 39 116 421 pre-emptive rights to the Offered Shares, 24 999 023 rights to the Offered Shares and 24 999 023 Offered Shares to trading on the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) main market.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Further to Current Reports Nos 3/2011 of 6th January 2011 and 8/2011 of 21st January 2011 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that from 14th July 2011, after completing the maintenance work within the planned schedule of technological stop, it uses its full production capacity of nitrate fertilizers. Currently the production lines operate at full load.
The turbine set at the Technical Nitric Acid Plant which failed on 5th January 2011, after passing tests in May 2011, ensures full capacity utilization of technical nitric acid, which was confirmed by the start-up of the whole plant after the completion of the above mentioned technological stop of the fertilizer production line.
The activities aiming at the removal of the failure effects and restoring the full production capacity proceeded according to the adopted timetable.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Further to Current Report No. 51/2011 of 8th July 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”), hereby informs that it received an announcement from the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A., hereinafter referred to as ”WSE”) dated 15 July 2011 in which it was informed that due to the change to the timetable of subscription to C series shares of the Company, the last day of listing pre-emptive rights to C series shares of Zakłady Azotowe w Tarnowie-Mościcach S.A. is also changed, as indicated in the WSE’s announcement of 8th July.
The last day of listing the pre-emptive rights was fixed for 18th July 2011.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) that on 6th July 2011 PZU Życie S.A., a related person in the meaning of Article 160 of Act on Trading in Financial Instruments, took up 458,410 pre-emptive rights to the Issuer’s shares. The information was passed to the Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simultaneously a Member of the Supervisory Board of PZU Życie S.A.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby announces to the public a change to the timetable of public offering of C series shares.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that on 14th July 2011 the following announcement was placed on the website of the Ministry of Treasury:
”THE MINISTRY OF TREASURY SIGNED AN AGREEMENT FOR THE LOCK-UP OF SHARES OF ZAKŁADY AZOTOWE W TARNOWIE-MOŚCICACH S.A.On 14th July 2011 the Ministry of Treasury signed an agreement with DM PKO BP S.A. (PKO BP Brokerage House) and IPOPEMA Securities S.A. being the Managers of Public Offering of C series shares of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”ZAT”) for a 180 days’ lock-up for ZAT’s shares from the first day of quoting pre-emptive rights to C series shares of this company at the Warsaw Stock Exchange (hereinafter referred to as ”WSE”)The Ministry of Treasury undertook that within 180 days from the first day of quoting the unit pre-emptive rights to C series shares of ZAT at WSE it shall not, without a prior written approval of DM PKO BP and IPOPEMA, dispose of its own shares of the company, inclusive of selling, pledging, concluding contracts for sale, granting options or concluding deals such as a swap. The obligation does not cover the sale of all or a part of unit pre-emptive rights to C series shares to which the State Treasury is entitled by virtue of holding ZAT’s shares. Moreover, the State Treasury undertook that in the above mentioned period of time it shall not take any actions aiming at or supporting the raising of ZAT’s capital through the issue of new shares or securities which would be convertible to ZAT’s shares; neither shall it sell or authorize anybody to sell ZAT’s shares held by the State Treasury without a prior written approval of DM PKO BP and IPOPEMA.”
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. was notified by Ms Marzena Piszczek, Chairwoman of the Supervisory Board of Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ”PZU S.A.”) and simultaneously the Chairwoman of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. about taking up 391,259 pre-emptive rights to the shares of Zakłady Azotowe w Tarnowie-Mościcach S.A. on 6th July 2011 by a person related to Ms Marzena Piszczek, i.e. PZU S.A., in the meaning of Article 160 of Act on Trading in Financial Instruments.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the "Company") makes notification of the approval of Annex no. 3 to the Company’s issue prospectus by the Polish Financial Supervision Authority on 14 July 2011, drawn up in connection with a rights issue through the public offering of 24 999 023 series C shares (the "Offered Shares") and the application for admission of 39 116 421 pre-emptive rights to the Offered Shares, 24 999 023 rights to the Offered Shares and 24 999 023 Offered Shares to trading on the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) main market.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 12th July 2011 the following announcements have been placed on the website of the Ministry of Treasury:
”CLOSING THE BOOKBUILDING PROCESS FOR PRE-EMPTIVE RIGHTS TO SHARES OF ZAKŁADY AZOTOWE W TARNOWIE-MOŚCICACH S.A. The State Treasury hereby informs that on 12th July 2011 the process of bookbuilding for 20,549,000 (twenty million five hundred and forty-nine thousand) pre-emptive rights to the new issue shares of Zakłady Azotowe w Tarnowie-Mościcach S.A., held by the State Treasury was closed. The price was fixed at 3.00 (three) PLN per one pre-emptive right.”
”THE BOOKBUILDING PROCESS FOR THE PRE-EMPTIVE RIGHTS TO SHARES OF ZAT HAS BEEN SUCCESSFUL The Minister of Treasury completed the bookbuilding for pre-emptive rights to the shares of Zakłady Azotowe w Tarnowie-Mościcach S.A. Getting the satisfying price allowed us to take a decision to close the deal in the first day of selling pre-emptive rights, said Mr Alexander Grad, the Minister of Treasury. The pre-emptive rights attracted a great interest of investors. All rights were bought by financial institutions, the biggest being Polish pension funds. The investors’ interest in pre-emptive rights and entering or increasing their shareholding is the expression of faith in the company, the chemical sector and also, inter alia, consolidation processes in the industry including the acquisition of Police as pursued by ZAT,Making the decision to close the transaction, the Minister of the Treasury took into account inter alia: recommendations of advisers, received transaction parameters and possible risks that may adversely affect the ongoing issue of shares of the Company."
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 8th July 2011 it received a decision from the Management Board of Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange, hereinafter referred to as “the GPW”) of 8th July 2011 in which GPW submitted information on trading with pre-emptive rights to ordinary bearer shares of C series of the Company with nominal value of 5 PLN (five PLN) each (hereinafter referred to as “the Shares of C Series”):
1. shortened name – AZOTYTARNOW-PP2. ticker – ATTP3. code – PLZATRM000464. number – 39.116.4215. pre-emptive rights day – 8 July 2011 6. the first day of trading – 11 July 2011 7. the last day of trading – 15 July 2011Moreover, the Company hereby informs that the unit pre-emptive rights to Shares of C Series refer to all existing shares of the Company.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (the "Company") makes notification of the approval of Annex no. 2 to the Company’s issue prospectus by the Polish Financial Supervision Authority on 8 July 2011, drawn up in connection with a rights issue through the public offering of 24 999 023 series C shares (the "Offered Shares") and the application for admission of 39 116 421 pre-emptive rights to the Offered Shares, 24 999 023 rights to the Offered Shares and 24 999 023 Offered Shares to trading on the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) main market.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby makes notification that on 7 July 2011 a communication of the following content was published on the website of the Ministry of Treasury:
"PRIVATISATION OF THE CHEMICAL SECTORThe Ministry of Treasury is responding to the tender offer for sale of shares in Zakłady Chemiczne "Police" S.A. At the same time the Ministry of Treasury has decided to sell pre-emptive rights to new issue shares in Zakłady Azotowe w Tarnowie-Mościcach S.A., and in the event that investors do not acquire all offered pre-emptive rights at a satisfactory price, the Ministry of Treasury will consider acquiring the series C shares to which it is entitled. Furthermore, the Ministry of Treasury is in the process of selling a minority shareholding in ZAK S.A. to Zakłady Azotowe w Tarnowie-Mościcach S.A.
The Ministry of Treasury is responding to the tender offer published on 15 June 2011 by Zakłady Azotowe w Tarnowie-Mościcach S.A. for sale of shares in Zakłady Chemiczne "Police" S.A. After analysing the price offered in the tender offer and bearing other aspects in mind, including the internal situation of both companies, market assessment and achievement of synergy effects increasing the value and competitiveness of the group, the Ministry of Treasury announces the sale of 44 556 840 shares it holds in Zakłady Chemiczne "Police" S.A., constituting 59.41% of the company’s share capital.At the same time the Ministry of Treasury is in the process of selling a minority shareholding in ZAK S.A. (40.88%) to majority shareholder ZAT S.A. The Ministry of Treasury’s intention is to immediately execute the transaction.
Furthermore, in connection with the issue of 24 999 023 series C shares by ZAT S.A. through a public offering and the resulting pre-emptive rights, the Ministry of the Treasury intends to sell all of its 20 549 000 pre-emptive rights. In the event that the Ministry of Treasury does not sell all pre-emptive rights at a satisfactory price, it will consider the possibility to acquire the new shares. ING Securities S.A. is acting as bookrunner on behalf of the State Treasury.
"The favourable economic situation in the chemicals industry is the right moment for further changes in this sector. This consolidation process is preparation for complete privatisation of this part of the chemical sector," stated Minister of Treasury Aleksander Grad."
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., having its registered office in Tarnów (the "Company"), hereby makes notification that the Management Board of Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository for Securities – "NDS"), pursuant to resolution no. 627/11 of 6 July 2011, has decided to register the following with the NDS on 8 July 2011: 39 116 421 (thirty-nine million, one hundred and sixteen thousand, four hundred and twenty-one) pre-emptive rights to ordinary series C bearer shares in the Company, of a nominal value of PLN 5 (five Polish zloty) each ("Series C Shares"), issued pursuant to resolution no. 2 of the Company’s Management Board of 26 May 2011 on increase of share capital under authorised capital.
In the event of non-occurrence of all premises for dematerialisation of pre-emptive rights to the Series C Shares, on 8 July 2011 the NDS will undertake registration activities aimed exclusively at supporting the exercise of rights to Series C Shares.The Management Board of the NDS has assigned code PLZATRM00046 to the pre-emptive rights to Series C Shares.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 6th July 2011 the National Depository for Securities approved of Annex No. 1 to the Company’s Prospectus prepared due to the issue of pre-emptive rights by public offering to 24,999,023 shares of C series (hereinafter referred to as “Offered Shares”) and application for authorization and introduction of 39,116,421 unit pre-emptive rights to the Offered Shares, of 24,999,023 rights to the Offered Shares and of 24,999,023 Offered Shares to be traded on the main market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A., ”GPW”).
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
Pursuant to article 54, section 3 of Act of 29 July 2005 on Public Offerings and the Terms and Conditions of Admitting Financial Instruments to an Organised System of Trading and on Public Companies (the “Act”), the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., a company with its registered office in Tarnów (the “Company”), hereby provides the attached information on the Issue Price for Offered Shares, the total final number of Offered Shares included in the Offering and the final number of Offered Shares covered in respect of precedence by each Pre-Emptive Right.
Attachement: Issue Price for Offered Shares.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 28th June 2011 the Polish Financial Supervision Authority approved the Company’s Prospectus prepared due to the issue of pre-emptive rights by public offering to 29,337,315 shares of C series (hereinafter referred to as “Offered Shares”) and application for authorization and introduction of 39,116,421 unit pre-emptive rights to the Offered Shares, of 29,337,315 rights to the Offered Shares and of 29,337,315 Offered Shares to be traded on the main market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A., ”GPW”).
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“the Prospectus”) approved by Komisja Nadzoru Finansowego (the National Depository for Securities) on 28th June 2011, incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (PKO BP Brokerage House - Powszechna Kasa Oszczędności Bank Polski Oddział - Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and shall not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 14th June 2011 the Company concluded a bridging investment loan agreement with Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (hereinafter referred to as “the Bank”).
Further to the Agreement the Bank granted to the Company a loan in the amount of up to 400 million PLN in order to finance and guarantee the call for shares of Zakłady Chemiczne Police S.A. (hereinafter referred to as ”ZCh Police”) which the Company announced today due to its intention to purchase shares of ZCh Police which represent not more than 66% of the total number of votes and which was notified in the Company’s Current Report No. 43/2011 (hereinafter referred to as ”the Call”) provided that the amount of the funds from the loan shall not exceed 80% of the amount resulting from the translation of the number of purchased shares of ZCh Police and the unit price defined in the Call. The content of the Call was submitted to the public through Polska Agencja Prasowa S.A. (Polish Press Agency), further to the binding regulations. The loan was granted for the period from 14th June 2011 to 31st December 2011. The final date of using the loan is 30th August 2011. The amount of the used loan bears interest at an annual floating interest rate. The interest rate equals the sum of WIBOR 1M and the margin. The entire amount of the loan shall be returned in a single repayment by the end of the loan period, i.e. by 31st December 2011, however not later than within 3 working days from the day of presenting in the Bank or in Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (PKO BP Brokerage House, hereinafter referred to as ”DM PKO BP”) the court’s decision on registering in the National Court Register the Company’s raised share capital effected through the new issue of shares. The Company intends to repay the loan with the funds from the planned issue of shares with pre-emptive rights conducted pursuant to Resolution No. 2 of the Members of the Board of 26th May which was communicated in Current Report No. 35/2011.The loan was opened after pledging the following collaterals:(i) blank promissory note together with bill declaration, (ii) possibility of deducting the Bank’s receivables from the Company by virtue of relevant bank account agreements and (iii) bail settled on deposits or term deposits in the Bank in the amount of 100 million PLN as well as after fulfilling other terms and conditions from the Agreement. The Bank’s receivables shall be additionally guaranteed with (i) a registered pledge on ZCh Police shares which shall be acquired by the Company through the call for shares and (ii) an irrevocable blockade on ZCh Police shares on the Company’s stock account at DM PKO BP until the effective establishing of the registered pledge. If the Bank considers that the planned payment of dividends by the Company to be effected in the period of the Agreement execution threatens the timely repayment of the Company’s commitments towards the Bank and the Company does not account for the Bank’s opinion and does not change the amount of the planned amount or if the Bank considers that the amount of the paid dividend actually threatens the timely repayment of the Company’s commitments towards the Bank, the Bank may terminate the Agreement.Other terms and conditions of the Agreement do not differ from a standard agreement of this type.The value of financing available to the Company as per the Agreement exceeds 10% of the Issuer’s equity capital and thus is a criterion to consider the Agreement to be of material value.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 15th June 2011 the Company submitted through Powszechna Kasa Oszczędności Bank Polski S.A. - Dom Maklerski PKO Banku Polskiego w Warszawie (PKO BP Brokerage House) the content of the call for shares of Zakłady Chmiczne Police S.A. to the National Depository for Securities, Warsaw Stock Exchange and Polish Press Agency, further to the requirements of Act of 29th July 2005 on Public Offering and Terms of Introduction of Financial Instruments to an Organized Trading System and on Public Companies as well as the Regulation of the Minister of Finance on Forms of Calls for Acquisition or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Calls, dated 19th October 2005.
DISCLAIMERThis report is for information only. Under no circumstances should any decisions be made based on this report to purchase securities issued by Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Company”) in the planned public rights offering of the Company’s shares. This report does not constitute an offer to sell securities or an invitation to subscribe for or purchase any securities in the Company. In particular, the report is not an offer to purchase securities in the United States of America. The Prospectus (“Prospectus”), incorporating any disclosed Amendments and Updates published and made available on the websites of the Company (www.tarnow.grupaazoty.com) and the Lead Manager (Powszechna Kasa Oszczędności Bank Polski Oddział – Dom Maklerski PKO Banku Polskiego: www.dm.pkobp.pl) is the only binding offering document containing information on the public rights offering of the Company’s shares and the application for admission and listing on the regulated market (Main Market) maintained by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).This report is not intended to be directly or indirectly distributed in the territory of or to the United States of America or any country where public distribution of the information contained in this report could be restricted or prohibited by law. The securities referred to in this report have not been and will not be registered based on the U.S. Securities Act of 1933 as amended or with any other securities trading regulator of any U.S. state or jurisdiction in the United States of America. These securities may not be offered or traded in the territory of the United States of America, except for transactions not covered by or exempt from registration based on the U.S. Securities Act.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby encloses the list of shareholders holding at least 5% of the total votes at the Ordinary General Meeting of Shareholders convened for 14th June 2011 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Ordinary General Meeting of Shareholders as well as in the total number of shares.
Attachement: The List of Shareholders OGM 14.06.2011.
The Managing Board of Zakłady Azotowe w Tarnowie - Mościcach S.A. makes the appended resolutions adopted at the Ordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie - Mościcach S.A. held on 14th June 2011 available to the public.
The Ordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda. No objections were entered to the minutes during the session of the Ordinary General Meeting of Shareholders.
Attachement: Resolutions adopted at the OGM 14.06.2011.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that on 14th June 2011 it received a resignation of Ms Agnieszka Doroszkiewicz from a post of a Member of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
Ms Agnieszka Doroszkiewicz did not give a reason for her resignation.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Ms Marzena Piszczek, the Chairwoman of the Supervisory Board of Powszechny Zakład Ubezpieczeń S.A. (hereinafter referred to as ”PZU S.A.”) and simultaneously the Chairwoman of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. about the transactions on the Issuer’s shares made by PZU S.A. – a related person in the meaning of Article 160 of Act on Trading in Financial Instruments.
The shares were purchased by PZU S.A. on 13th May 2011 (25,000 shares) and 18th May 2011 (5,000 shares) as a result of transactions concluded during the common stock exchange session on the Warsaw Stock Exchange in Warsaw. The average transaction price amounted to 37.72 PLN per share and the total value of the transaction equalled 1,131,548.73 PLN.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about the transactions on the Issuer’s shares made by PZU Życie S.A. – a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simulatenously a Member of the Supervisory Board of PZU Życie S.A.
The shares in amount 5 000 were purchased by PZU Życie S.A. on 31st May 2011 as a result of transactions concluded during the common stock exchange session on the Warsaw Stock Exchange in Warsaw. The transaction price amounted to 38.12 PLN per share and the total value of the transaction equalled 190,577.77 PLN.
Further to Current Report No. 35/2011 of 27th May 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 1st June 2011 the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. took a resolution on the approval of raising the Company’s share capital as part of the target capital, pursuant to the resolution adopted by the Management Board on 26th May 2011 by the amount of not lower than 5 (five) PLN and not higher than 146,686,575 (say: one hundred and forty-six million six hundred and eighty-six thousand five hundred and seventy-five) PLN through the issue of not fewer than 1 (say: one) and not more than 29,337,315 (say: twenty-nine million three hundred and thirty-seven thousand three hundred and fifteen) ordinary bearer shares of C series with a nominal value of 5 (say: five) PLN each (hereinafter referred to as: Shares of C Series). The resolution of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. became effective on the date of its adoption.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer” or “the Seller”) hereby informs that on 30th May 2011 the original of the frame contract, concluded between the Issuer and Comexport Group from Brazil (hereinafter referred to as “the Buyer”), arrived at the Issuer’s seat.
The contract provides for the sale by the Seller to the Buyer of ammonium sulphate according to an agreed schedule as well as commercial terms and conditions. The contract was concluded for an unlimited period of time. Each party is entitled to terminate the contract by a written notice given to the other party until, at the latest, 31st December each year. After receiving the notice, the contract shall be valid for three years, until the end of the last calendar year. The parties agreed that in case of a notice received by 31st December 2011, the termination period may be shortened to two years. Any disputes arising out of the contract shall be settled according to the Polish law by the Court of Arbitration at the Polish Chamber of Commerce in Warsaw. The contract does not provide for contractual penalties. Other terms and conditions of the contract do not differ from a standard contract of this type. The concluded contract fulfils the criterion of a contract with material value, i.e. its net estimated value within the period of five years shall amount to about 226 million PLN, which exceeds 10% of the Issuer’s equity capital. At the same time, this is the contract with the highest value concluded between the Issuer and the Buyer (as well as Azoty Tarnów Capital Group and Comexport Group) within the last 12 months. The total amount of turnover between Azoty Tarnów Capital Group and Comexport Group in the above mentioned period of time, together with the estimated value of the signed contract, amounts to about 267.2 million PLN, which also fulfils the criterion of a contract with material value.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Company”) hereby informs that on 26th May 2011 acting pursuant to Articles 444 and 446 of the Act of 15 September 2000 of Polish Commercial Companies Code (Kodeks Spółek Handlowych, hereinafter referred to as “KSH”), § 10 paragraph 3 of the Articles of Association and provided that the Supervisory Board’s approval is granted, it adopted a resolution on raising the Company’s share capital by the amount of not lower than 5 (five) PLN and not higher than 146,686,575 (say: one hundred and forty-six million six hundred and eighty-six thousand five hundred and seventy-five) PLN through the issue of not fewer than 1 (say: one) and not more than 29,337,315 (say: twenty-nine million three hundred and thirty-seven thousand three hundred and fifteen) ordinary bearer shares of C series with a nominal value of 5 (say: five) PLN each (hereinafter referred to as “Shares of C Series”). Shares of C Series shall be offered to the Company’s existing shareholders in a closed subscription pursuant to Article 431 § 2 point 2 of KSH carried out through a public offer in the meaning of the Act of 29th July 2005 on Public Offering and Terms of Introduction of Financial Instruments to an Organized Trading System and on Public Companies (Act on Offer).
Shares of C Series shall entitle their holders to the dividend together with the Company’s other shares starting with the dividend for the business year of 2010. If the Shares of C Series are registered on the securities accounts after the day on which the list of shareholders entitled to the dividend for the 2010 business year is approved, Shares of C Series shall participate in the dividend starting from the 2011 business year, together with other shares of the Company. Shares of C Series can be paid for only in cash contribution. The Company’s existing shareholders holding the shares at the end of the record day shall be entitled to pre-emptive rights in the one-for-one issue, i.e. one share shall entitle the shareholder to one pre-emptive right. The record day (in the meaning of Article 432 § 2 of KSH) is fixed on 8th July 2011.The following rules have been agreed to round the number of Shares of C Series allotted to the person who wants to exercise the pre-emptive rights: the number of the Shares of C Series allotted to the person who subscribed to exercising her/his pre-emptive rights shall be multiplied by the number of pre-emptive rights covering all valid subscriptions of the person by the number of Shares of C Series to which s/he shall be entitled by one pre-emptive right to Shares of C Series and rounding down the product to the closest integer. In (a) separate resolution(s), the Management Board shall fix the following: the issue price of Shares of C Series, final number of the offered Shares of C Series (pursuant to Article 54 of Act on Offer) and the number of unit pre-emptive rights entitling the holder to the newly issued Shares of C Series as well as other details of the offer and allotment of Shares of C Series. The Management Board’s resolution on fixing the issue price of Shares of C Series shall be adopted with the approval of the Company’s Supervisory Board. The date when the pre-emptive rights to Shares of C Series can be exercised shall be fixed in the Prospectus (Prospectus) drawn up according to relevant legal rules and regulations due to public offering, authorizing and introducing pre-emptive rights and Shares of C Series into trading on the regulated market managed by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange, hereinafter referred to as “GPW”).The payment for Shares of C Series in full shall be remitted on the date of subscribing to Shares of C Series. The Management Board may abandon, suspend or waive the execution of this resolution or change its content or abandon the public offering or suspend its execution any time. When taking a decision on suspending the public offering, the Management Board may not give a new date of public offering; the new date might be fixed and given to the public at a later date. The Management Board took a decision on authorization and introduction into trading on the regulated market managed by GPW of Shares of C Series, pre-emptive rights to Shares of C Series, rights to Shares of C Series and on taking all necessary activities resulting thereof. The Management Board took a decision on dematerialization of Shares of C Series, of pre-emptive rights and rights to Shares of C Series as well as on concluding a registration agreement of Shares of C Series, pre-emptive rights and rights to Shares of C Series with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) and on taking all necessary activities resulting thereof. Further to raising the Company’s share capital, § 7 paragraph 1 of the Articles of Association changes and reads as follows: 1. The Company’s share capital amounts to not less than 195,582,110 (one hundred and ninety-five million five hundred and eighty-two thousand one hundred and ten) PLN and not more than 342,268,680 (three hundred and forty-two million two hundred and sixty-eight thousand six hundred and eighty) PLN and is divided into not fewer than 39,116,422 (thirty-nine million one hundred and sixteen thousand four hundred and twenty-two) and not more than 68,453,736 (sixty-eight million four hundred and fifty-three seven hundred and thirty-six) shares with a nominal value of 5 (five) PLN each, inclusive of: a) 24,000,000 (twenty-four million) bearer shares of AA series with numbers from AA 000000001 to 024000000,b) 15,116,421 (fifteen million one hundred and sixteen thousand four hundred and twenty-one) bearer shares of B series, c) from 1 (one) to 29,337,315 (twenty-nine million three hundred and thirty-seven thousand three hundred and fifteen) ordinary bearer shares of C series. The Management Board shall make a declaration in a form of notary’s deed about the amount of the taken share capital and the final content of § 7 paragraph 1 of the Articles of Association before the registration of the raised share capital, pursuant to Article 310 § 2 with relation to Article 431 § 7 and Article 453 § 1 of KSH.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 25th May 2011, the Company received a decision of the Regional Court for Kraków-Śródmieście in Kraków, 12th Economic Division of the National Court Register on registering the changes in the Articles of Association on 23rd May 2011. The changes were adopted in resolutions Nos. 4 to 7 by the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. on 18th May 2011.
Further to Resolution No. 4 of 18th May 2011, the Extraordinary Meeting of Shareholders changed the wording of § 10 of the Company’s Articles of Association, which previously read:
1. Share capital may be increased by a resolution of the General Meeting of Shareholders by issuing new shares (registered or bearer) or by increasing the nominal value of the existing shares.2. An increase in capital by raising the nominal value of shares may only take place using the Company’s own funds.now reads as follows:1. Unless stipulated otherwise in the provisions of paragraphs 3 – 5, share capital may be increased by a resolution of the General Meeting of Shareholders by issuing new shares (registered or bearer) or by increasing the nominal value of the existing shares.2. An increase in capital by raising the nominal value of shares may only take place using the Company’s own funds.3. The Management Board is authorised to increase the Company’s share capital by issuing new shares with a total nominal value of no more than 146,686,575 (one hundred and forty-six million six hundred and eighty-six thousand five hundred and seventy-five) PLN, by means of one or more increases in share capital within the limits defined above (target capital). The Management Board’s authorization to increase share capital and to issue new shares within the target capital expires on 31 December 2012. Issue of shares within the authorized capital may only take place with pre-emptive rights of current shareholders.4. Unless stipulated otherwise in paragraph 7 or by the Commercial Companies Code, the Management Board decides on all matters connected with the increase in share capital within the target capital, the Management Board is authorised in particular to:1) conclude agreements on investment sub-issues, service sub-issues or other agreements safeguarding the success of share issue,2) adopt resolutions and take other actions regarding dematerialisation of shares, pre-emptive rights and rights to shares, and conclude agreements with Depozyt Papierów Wartościowych S.A. (National Depository for Securities S.A.) on share registration, pre-emptive rights and rights to shares,3) adopt resolutions and take other actions regarding, respectively, share issue by public offer or application to distribute shares, pre-emptive rights and rights to shares on the regulated market.5. The Management Board’s resolutions regarding: 1) increasing share capital within the target capital, or2) establishing the issue price of shares within the target capital, require the consent of the Supervisory Board.Further to Resolution No. 5 of 18th May 2011, the Extraordinary Meeting of Shareholders changed the wording of § 33 2 points 3) – 4) of the Company’s Articles of Association, which previously read:3) purchase of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 2,000,000 (two million) PLN, and not exceeding 20,000,000 (twenty million) PLN,4) disposal or encumbering with limited rights of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 2,000,000 (two million) PLN, and not exceeding 20,000,000 (twenty million) PLN,now reads as follows:3) purchase of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 2,000,000 (two million) PLN,4) disposal or encumbering with limited rights of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 2,000,000 (two million) PLN,Further to Resolution No. 5 of 18th May 2011, the Extraordinary Meeting of Shareholders deleted § 51 point 11) of the Company’s Articles of Association, which read: 11) consent to the purchase, disposal or encumbering with limited rights of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 20,000,000 (twenty million) PLN.Further to Resolution No. 6 of 18th May 2011, the Extraordinary Meeting of Shareholders changed the wording of § 33 paragraph 2 point 2 of the Company’s Articles of Association, which previously read:2) disposal or encumbering with limited rights of property, perpetual usufruct or shares in property with a market value exceeding 10,000,000 (ten million) PLN,now reads as follows:2) disposal or encumbering with limited rights of property, perpetual usufruct or shares in property,Further to Resolution No. 6 of 18th May 2011, the Extraordinary Meeting of Shareholders changed the wording of § 51 point 10 of the Company’s Articles of Association, which previously read:10) disposal or encumbering with limited rights of property, perpetual usufruct or shares in property with a market value exceeding 10,000,000 (ten million) PLN,now reads as follows: 10) sale of property, perpetual usufruct or shares in property with a market value exceeding 10,000,000 (ten million) PLN,Further to Resolution No. 7 of 18th May 2011, the Extraordinary Meeting of Shareholders changed the wording of § 29 of the Company’s Articles of Association, which previously read:The principles and the remuneration of members of the Management Board are established by the General Meeting of Shareholders.now reads as follows:The principles and the remuneration of members of the Management Board are established by the Supervisory Board, unless a specific provision of law stipulates otherwise.Further to Resolution No. 7 of 18th May 2011, the Extraordinary Meeting of Shareholders changed the wording of § 33 paragraph 1, point 2 of the Company’s Articles of Association, which previously read:2) motioning with regard to the principles and the remuneration for members of the Management Board,now reads as follows:2) establishing the principles and the remuneration for members of the Management Board,The Management Board of Zakłady Azotowe w Tarnowie-Mościcach hereby submits the consolidated text of the Articles of Association.
The Management Board of Zakłady Azotowych w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) hereby informs that on 25th May 2011 its Subsidiary, i.e. ZAK S.A. (hereinafter referred to as ”the Buyer”), signed a contract with Polski Koncern Naftowy Orlen S.A. (hereinafter referred to as ”the Seller”) for the purchase of orthoxylene.
The contract is concluded for an unlimited period of time and provides for the purchase of orthoxylene by the Buyer from the Seller according to an agreed schedule as well as commercial terms and conditions. Each party is entitled to terminate the contract if it is breached by the other party. The contract may be terminated with three-month notice with effect at the end of the calendar year. Any disputes arising out of the contract shall be settled according to the Polish law by a common court competent to the Seller’s seat. Terms and conditions of the contract do not provide for contractual penalties subject to the duty of being reported. Other terms and conditions of the contract do not differ from a standard contract of this type. The signed contract, whose estimated value within the period of five years shall amount to about 269 million PLN, is a contract with the highest value out of contracts signed between Azoty Capital Group and Orlen Group from 5th April 2011 to the publication date of this report. The total amount of turnover between Azoty Tarnów Capital Group and Orlen Group in the above mentioned period of time, together with the estimated value of the contract signed on 25th May 2011, amounts to about 291.4 million PLN and exceeds 10% of the Issuer’s equity capital and thus fulfils the criterion of a contract with material value.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about the transactions on the Issuer’s shares made by PZU Życie S.A. – a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simulatenously a Member of the Supervisory Board of PZU Życie S.A.
The shares were purchased by PZU Życie S.A. on 13rd May 2011 (25 000 shares) and 20th May 2011 (5 000 shares) as a result of transactions concluded during the common stock exchange session on the Warsaw Stock Exchange in Warsaw. The transaction price amounted to 37.72 PLN per share and the total value of the transaction equalled 1,131,548.73 PLN.
The Managing Board of Zakłady Azotowe in Tarnow-Mościce S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Ordinary General Meeting of Zakłady Azotowe w Tarnowie-Moscicach S.A.convened for 14th June 2011.
Attachement: Contents of the drafts of resolutions OGM 14.06.2011.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Company”) hereby convenes an Ordinary General Meeting of Shareholders to be held at 11:00 on 14th June 2011 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares of Zakłady Azotowe w Tarnowie-Mościcach S.A. is 39,116,421. The said shares carry, on 14th June 2011, 39,116,421 votes.AGENDA1) Opening of the Meeting.2) Election of the Chair of the Meeting and drawing up the register.3) Confirmation of the legality of the Meeting and its ability to pass resolutions. 4) Adopting the Agenda of the Ordinary General Meeting of Shareholders. 5) Election of the Vote Counting Commission.6) Examination of the reports of the Supervisory Board pertaining to: - the evaluation of the Management Board’s report on the Company’s activities and the financial statement for the business year 2010, - the evaluation of the Management Board’s motion regarding the distribution of profit for the financial year 2010,- the activities of the Supervisory Board taking into account the work of its committees and evaluation of the Management Board activities,- the evaluation of conforming by the Company to the standards of corporate governance in 2010 and the evaluation of the situation in the Company in 2010 considering the evaluation of the internal control system and risk management system. 7) Examination and approval of non-consolidated financial statement of the Company for the period from 1st January 2010 to 31st December 2010 and the Management Board’s report on the Company’s activities for the business year 2010. 8) Passing a resolution regarding the distribution of profit for the financial year 2010. 9) Examination of the Supervisory Board’s report on the evaluation of the consolidated financial statement of the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the period from 1st January 2010 to 31st December 2010 and the Management Board’s report on the Capital Group’s activities for the business year 2010.10) Examination and approval of the consolidated financial statement of the Capital Group of Zakłady Azotowe w Tarnowie – Mościcach S.A. for the period from 1st January 2010 to 31st December 2010 and the Management Board’s report on the Capital Group’s activities for the business year 2010.11) Passing resolutions on the fulfilment of statutory obligations by the Members of the Management Board for the period from 1st January 2010 to 31st December 2010.12) Passing resolutions on the fulfilment of statutory obligations by the Members of the Supervisory Board for the period from 1st January 2010 to 31st December 2010.13) Passing a resolution on granting an annual bonus for 2010 to the Chairman of the Board.14) Changes in the composition of the Supervisory Board15) Current information for Shareholders. 16) Closing of the Ordinary General Meeting of Shareholders. Right to Attend the General MeetingPursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 29th May 2011.In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 19th May 2011, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 30th May 2011 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Ordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments.The list of shareholders entitled to attend the Ordinary General Meeting shall be displayed at the Company’s registered office at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 9th, 10th and 13th of June 2011 between 8.00 a.m. and 3.00 p.m. Shareholders may request the list be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by ProxyShareholders may attend the Ordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons. The shareholder’s proxy exercises all of the shareholder’s rights at the Ordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Ordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb## . Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and its proxy. The Company may undertake necessary steps to identify the shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Ordinary General Meeting of the Company.Shareholders’ Right to Request Placing Particular Items on the Agenda of the Ordinary General Meeting of Shareholders A shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Ordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 24th May 2011. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. Shareholders’ Right to Submit Resolution DraftsA shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Ordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Ordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Ordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic Communication The Management Board of the Company does not provide for the possibility to attend and speak at the Ordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to Documentation The full text of documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the day of calling the General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith.
Website AddressInformation on the General Meeting of Shareholders is available on our website: www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby encloses the list of shareholders holding at least 5% of the total votes at the Ordinary General Meeting of Shareholders convened for 18th May 2011 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Extraordinary General Meeting of Shareholders as well as in the total number of shares.
Attachement: The List of Shareholders EGM 18.05.2011.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. makes the appended resolutions adopted at the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 18th May 2011 available to the public.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda. No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders. During the Meeting a plenipotentiary of AVIVA Otwarty Fundusz Emerytalny BZ WBK (Open Pension Fund) requested, both orally and in writing, the Extraordinary General Meeting to take a decision on amending draft resolution No. 4 in such a way that in § 10 paragraph 3 of the proposed wording of the Articles of Association one more sentence is added at the end, “Issue of shares within the authorized capital may only take place with the pre-emptive right of current shareholders”.The Extraordinary General Meeting of Shareholders approved the above proposal.
Attachement: Resolutions adopted at the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 18th May 2011.
Further to Current Report No. 6/2011 of 19th January 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA hereby notifies that the publication date of the periodical report for Q1 2011 has been changed. The report will be submitted on 13th May 2011 instead of 16th May 2011.
Considering the above, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA hereby again notifies of the publication dates of periodical reports in the financial year 2011:
1. Quarterly reports:- extended consolidated report for Q1 2011 – 13th May 2011- extended consolidated report for Q3 2011 – 14th November 2011
2. Half-yearly reports:
- extended consolidated report for the 1st half of 2011 – 31st August 2011
At the same time the Management Board states that according to paragraph 83, point 1 of the Ordinance of Minister of Finance dated 19th February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes) (hereinafter referred to as “Ordinance”), the Company will not publish separate quarterly reports. Consolidated quarterly reports will include quarterly financial information. Furthermore, the Management Board informs that the Company will not publish a quarterly report and consolidated quarterly report for the second quarter 2011 according to the regulation par. 101, point 2 of the Ordinance.Considering the fact that the non-consolidated annual report and consolidated annual report will be published on 21st March 2011 (i.e. within 80 days from the end of the financial year) the Company will not publish a quarterly report for the fourth quarter 2010 according to par. 102, point 1 of the Ordinance. The Company will also not publish a separate half-yearly report according to par. 83, point 3 of the Ordinance.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “Issuer”) hereby informs that the value of total turnover between the Capital Group of Azoty Tarnów and the PGNiG Capital Group in the period from 8th February 2011 to the date of the publication of this report amounted to the net value of PLN 168.8 million.
The above value exceeds 10% of the Issuer’s equity capital, which is the criterion to regard the sum of the turnover to be of material value. The invoice with the highest net value was the one of 30 April 2011 for the supply of high methane gas for technological purposes for the amount of PLN 36,625,011.57.The invoice comes from the agreement of 14th January 1999 concluded between ZAK S.A. (hereinafter referred to as “Buyer”) - the daughter company of the Issuer, and PGNiG (hereinafter referred to as “Seller”) for the supply of high methane gas for the company’s purposes which was concluded for indefinite time and which sets technical conditions of gaseous fuel supply and offtake.The agreement specifies a minimum amount of gaseous fuel – at the time of restricted supplies – which must be supplied to exclude the possibility of damaging the Issuer’s technological facilities as well as the terms and conditions of reducing or stopping the deliveries. If the amount of taken gas is higher than the one stipulated in the agreement, the Seller shall charge an additional fee. If the amount of taken gas is smaller than the delivered quantity, the Seller shall charge an additional fee for not taken quantity. If the Seller delivers gas fuel with incompatible quality, which will make it impossible to use the gas for the Buyer’s purposes, the Buyer has the right to reject such a delivery. In case the Seller does not supply the amount of gas stipulated in the agreement, he is obliged to give the Buyer a discount and compensation in the charged fees. Failure to pay the fees results in charging a statutory interest for each day of delay. The agreement can be terminated any time provided both parties intend to do so prior to a justified request filed at least 1 (one) year prior to the proposed time of termination, by way of 3 (three) years’ termination by either party, in case of force majeure for nine consecutive months, in case of non-fulfilment or inadequate fulfilment of the agreement by one of the parties. Terms and conditions of the agreement do not provide for contractual penalties. Other terms and conditions do not differ from the market standards applied in this kind of agreements.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about the transactions on the Issuer’s shares made by PZU Życie S.A. – a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simulatenously a Member of the Supervisory Board of PZU Życie S.A.
The shares in amount 297,020 were purchased by PZU Życie S.A. on 15th April 2011 as a result of transactions concluded during the common stock exchange session on the Warsaw Stock Exchange in Warsaw. The transaction price amounted to 37.00 PLN per share and the total value of the transaction equalled 10,989,740.00 PLN.
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. convened for 18th May 2011.
Attachement: Draft of resolutions of the Extraordinary General Meeting.
The Board of Management of Zakłady Azotowe w Tarnowie-Mościcach S.A. ("the Company") hereby calls an Extraordinary General Shareholders Meeting of the Company for 18 May 2011 at 10.00 AM at the Company,s headquarters in Tarnów, at ul. Kwiatkowskiego 8, in conference room 57/58 on the 1st floor.
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 39,116,421. On 18 May 2011 these shares entitle the holders to 39,116,421 votes.
AGENDA:
1. Opening of the Meeting.2. Election of the Chair of the Meeting and drawing up the attendance register.3. Confirming the propriety of calling the Meeting and its capacity to adopt resolutions.4. Adoption of the agenda.5. Appointment of a Vote Counting Committee6. Passing a resolution regarding a change to the Company Statute in connection with the Company,s Management Board,s authorisation to increase the share capital as part of the target capital.7. Passing resolutions regarding changes to the Company Statute. 8. Establishing the principles and amounts of remuneration for Members of Management.9. Closure of proceedings.
The Company,s Management Board hereby announces the draft changes to the text of the Statute in connection with the increase in share capital within the target capital (point 6 of the agenda).
I. Draft change to the content of § 10 of the Statute
§ 10 of the Statute previously read:"§ 101. Share capital may be increased by a resolution of the General Shareholders Meeting by issuing new shares (registered or bearer) or by increasing the nominal value of existing shares.2. An increase in capital by raising the nominal value of shares may only take place using the Company,s own funds."
§ 10 of the Statute now reads:"§ 101. Unless stipulated otherwise in the provisions of par. 3 – 5, Share capital may be increased by a resolution of the General Shareholders Meeting by issuing new shares (registered or bearer) or by increasing the nominal value of existing shares.2. An increase in capital by raising the nominal value of shares may only take place using the Company,s own funds.3. The Management Board is authorised to increase the Company,s share capital by issuing new shares with a total nominal value of no more than 146,686,575 (one hundred and forty six million six hundred and eighty six thousand five hundred and seventy five) PLN, by means of one or more increases in share capital within the limits defined above (target capital). The Management Board,s authorisation to increase share capital and to issue new shares within the target capital expires on 31 December 2012.4. Unless stipulated otherwise in par. 7 or by the Commercial Companies Code, the Management Board decides on all matters connected with the increase in share capital within the target capital, the Management Board is authorised in particular to:1) conclude agreements on investment sub-issues, service sub-issues or other agreements safeguarding the success of share issues,2) pass resolutions and take other action regarding dematerialisation of shares, pre-emptive rights and rights to shares, and conclude agreements with the Depozyt Papierów Wartościowych S.A. (National Depository for Securities S.A.) on share registration, pre-emptive rights and rights to shares,3) pass resolutions and take other action regarding, respectively, share issue by public offer or application to distribute shares, pre-emptive rights and rights to shares on the regulated market.5. Management Board resolutions regarding: 1) increasing share capital within the target capital, or2) establishing the issue price of shares within the target capitalrequire the consent of the Supervisory Board.”
The Company,s Management Board hereby announces the remaining draft amendments to the Company Statute (pt 7 of the agenda).
II. Draft amendment to § 29 of the Statute:§ 29 of the Statute previously read:"The principles and the remuneration of members of the Management Board are established by the General Shareholders Meeting."§ 29 of the Statute now reads:"The principles and the remuneration of members of the Management Board are established by the General Meeting, unless a specific provision of law stipulates otherwise."III. Draft amendment of § 33 par. 1 pt. 2) of the Statute:§ 33 par. 1 pt. 2) previously read:"2) motioning with regard to the principles and the remuneration for members of the Management Board,”§ 33 par. 1 pt. 2) now reads:"2) establishing the principles and the remuneration for members of the Management Board",
IV. Draft amendment of § 33 par. 2 pt. 2) – 4) of the Statute
§ 33 par. 2 pt. 2) – 4) of the Statute previously read:"2) disposal or encumbering with limited rights of property, perpetual usufruct or shares in property with a market value exceeding 10,000,000 (ten million) PLN,3) purchase of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 2,000,000 (two million) PLN, and not exceeding 20,000,000 (twenty million) PLN,4) disposal or encumbering with limited rights of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 2,000,000 (two million) PLN, and not exceeding 20,000,000 (twenty million) PLN,"
§ 33 par. 2 pt. 2) - 4) now reads:"2) disposal or encumbering with limited rights of property, perpetual usufruct or shares in property,3) purchase of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 2,000,000 (two million) PLN,4) disposal or encumbering with limited rights of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 2,000,000 (two million) PLN,"
V. Draft amendment to § 51 pt. 10) of the Statute
§ 51 pt. 10) of the Statute previously read:"10) disposal or encumbering with limited rights of property, perpetual usufruct or shares in property with a market value exceeding 10,000,000 (ten million) PLN,"
§ 51 pt. 10) of the Statute now reads:"10) sale of property, perpetual usufruct or shares in property with a market value exceeding 10,000,000 (ten million) PLN,"
VI. Draft amendment to § 51 pt. 11) of the Statute
Deletion of § 51 pt. 11) of the Statute which read:"11) consenting to the purchase, disposal or encumbering with limited rights of fixed assets other than property, perpetual usufruct or shares in property with a market value exceeding 20,000,000 (twenty million) PLN,"
The current text of the Statute can be found on the Company,s website.
Entitlement to Participate in the General Shareholders Meeting
In accordance with art. 406 § 1 of the Commercial Companies Code, only persons who are shareholders in the Company sixteen days before the date of the General Shareholders Meeting (Registration Day for Participation in the General Meeting), i.e. 2 May 2011 have a right to participate in Company,s General Shareholders Meeting.In order to ensure participation at the General Shareholders Meeting, a shareholder entitled from dematerialised bearer shares should request - no earlier than after the calling of the General Shareholders Meeting has been announced, i.e. no earlier than 21.04.2011 and no later than the first weekday after Registration Day for Participation, i.e. no later than 4.05.2011 - the issuing of a personalised declaration of the right to participate in the General Shareholders Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. from the body operating the securities account. Declarations of the right to participate in the General Shareholders Meeting will form the basis for producing lists passed on to the body operating a securities account in accordance with the legislation on trading in financial instruments. The list of shareholders eligible for participation in the Extraordinary General Shareholders Meeting will be presented in the Company,s registered office in Tarnów, ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 13, 16 and 17 May 2011 between 8.00 AM and 3.00 PM. Shareholders may request to be sent the list of shareholders free of charge by email, giving the address to which the list should be sent. This request may be made in electronic form to the Company,s email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##
Entitlement to Participate in the General Shareholders Meeting through an attorney
Shareholders may participate and exercise their voting rights at the Company,s Extraordinary General Shareholders Meeting either in person or through attorneys. Representatives of legal persons should present current copies from the appropriate registers listing the persons entitled to represent those entities.The shareholder,s attorney executes all the rights of the shareholder at the Company,s Extraordinary General Shareholders Meeting, unless the letter of attorney stipulates otherwise. The attorney may grant further power of attorney, if this is stipulated in the letter of attorney. The attorney may represent more than one shareholder and vote differently from the shares of each shareholder. A shareholder owning shares registered in more than one securities account may establish separate attorneys to execute the rights from the shares registered in each account.Power of attorney to participate in the Extraordinary General Shareholders Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and execute voting rights must be granted in writing or in electronic form. From the day the present announcement is published on the website www.tarnow.grupaazoty.com the Company makes a form available for downloading, containing a template of the letter of attorney in electronic form. The Company should be informed in electronic form of the granting of power of attorney in electronic form. Along with the declaration that power of attorney has been granted in electronic form, the shareholder sends a scan of the letter of attorney, a scan of the identity card, passport or other document enabling identification of the shareholder as principal and the appointed attorney. In the event that power of attorney is granted by a legal person or organisational unit mentioned in art. 331 of the Civil Code, a scan of the extract from the register in which the principal is registered should also be sent. In the event that the attorney is a legal person or organisational unit mentioned in art. 331 of the Civil Code, a scan of the extract from the register in which the attorney is registered should also be sent. Documents sent electronically which are written in a language other than Polish should be accompanied by sworn Polish translations. All the documents mentioned above should be sent to the email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##. Shareholders sending notice of the granting of power of attorney also send the Company the email address through which the Company will be able to communicate with the Shareholder and his attorney. The Company may take appropriate action to verify the identity of the shareholder and attorney. This verification may involve a question posed by telephone or email to the shareholder and attorney in order to confirm the fact that power of attorney has been granted. Granting power of attorney in electronic form does not require a safe electronic signature verified by a valid qualification certificate.The principles regarding identification of the principal apply equally to informing the Company of the revocation of power of attorney. An announcement of the granting and revoking of power of attorney which does not adhere to the requirements indicated above has no legal consequences for the Company.The choice of method for establishing an attorney depends on the shareholder, and the Company bears no responsibility for errors in completing the form or for the actions of persons holding powers of attorney. Sending the aforementioned documents in electronic form does not free the attorney from the duty to present documents enabling him to be identified when the attendance register of persons entitled to participate in the Company,s Extraordinary General Shareholders Meeting is being drawn up.
The right of Shareholders to request the inclusion of individual matters on the agenda of the Extraordinary General Shareholders Meeting
A company shareholder or shareholders representing at least one twentieth of the share capital are entitled to request that defined matters be included on the agenda of the Extraordinary General Shareholders Meeting. This request, containing a justification or draft resolution concerning the proposed agenda item, should be submitted to the Company,s Management Board no later than 21 days before the date set for the meeting, i.e. 27.04.2011. This request may be made in electronic form to the Company,s email address ##lpact.ipgcdl#at#vgjeppodin.rdb## , or in writing to: Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów.
Shareholder,s right to propose draft resolutions
Before the date of the Extraordinary General Shareholders Meeting, a company shareholder or shareholders representing at least one twentieth of the share capital may announce draft resolutions concerning matters included on the agenda of the Extraordinary General Shareholders Meeting or matters which are to be included on the agenda. This request may be submitted in electronic form to the Company,s email address ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to: Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów.During the Extraordinary General Shareholders Meeting, each shareholder may announce draft resolutions regarding matters included on the agenda. These drafts should be presented in Polish.
Electronic communication
The Company,s Management Board does not provide for the possibility to participate and express oneself at the Extraordinary General Shareholders Meeting via electronic means of communication. The Company,s Management Board does not allow the execution of voting rights at the Extraordinary General Shareholders Meeting by mail or via electronic means of communication.
Access to documentation
The documentation which is to be presented at the General Shareholders Meeting, along with draft resolutions, will be available at the Company,s headquarters after being approved by the Supervisory Board. Remarks by the Company,s Board of Management or Supervisory Board concerning matters included on the agenda of the General Shareholders Meeting, or matters which are to be included on the agenda before the General Shareholders Meeting takes place, will be available on the Company website immediately after they are prepared.
Website addressInformation concerning the General Shareholders Meeting is available on the website www.tarnow.grupaazoty.com in the Investor Relations/General Shareholders Meetings section].
Legal basis: § 38 par. 1 pt. 1 and 2 of the Ordinance of the Ministry of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and the conditions for recognition as equivalent of the information whose disclosure is required under the laws of a state which is not an EU member state (Journal of Laws no. 33 item 259 as amended).
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about the transactions on the Issuer’s shares made by PZU Życie S.A. – a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simulatenously a Member of the Supervisory Board of PZU Życie S.A.
The shares were purchased by PZU Życie S.A. on 8th April 2011 (2,656 shares) and 11th April 2011 (27,414 shares) as a result of transactions concluded during the common stock exchange session on the Warsaw Stock Exchange in Warsaw. The average transaction price amounted to 39.82 PLN per share and the total value of the transaction equalled 1,197,424.64 PLN.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) was notified by Powszechny Zakład Ubezpieczeń na Życie S.A. (hereinafter referred to as ”PZU Życie S.A.”) about the transactions on the Issuer’s shares made by PZU Życie S.A. – a related person in the meaning of Article 160 of Act on Trading in Financial Instruments. The information was passed to Chairman of the Board, General Director of Zakłady Azotowe w Tarnowie-Mościcach S.A., simulatenously a Member of the Supervisory Board of PZU Życie S.A.
The shares were purchased by PZU Życie S.A. on 6th April 2011 (40,652 shares) and 7th April 2011 (14,967 shares) as a result of transactions concluded during the common stock exchange session on the Warsaw Stock Exchange in Warsaw. The average transaction price amounted to 39.20 PLN per share and the total value of the transaction equalled 2,180,337.52 PLN.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) on 15th April 2011 received a notification from Polskie Gornictwo Naftowe i Gazownictwo S.A. (Polish Oil & Gas Company, “PGNiG”) about the decrease of the total number of votes in the Company below 10% as a result of the transaction of sales of shares of Zaklady Azotowe w Tarnowie-Moscicach S.A. concluded on 15th April 2011.
Before the transaction, PGNiG held 4,000,001 Company’s shares, accounting for 10.23% of the Company’s share capital (issued shares) and entitling it to 4,000,001 votes at the General Meeting of Shareholders, which accounted for 10.23% of the total number of votes.After the transaction, PGNiG does not hold any shares of Zaklady Azotowe w Tarnowie-Moscicach S.A.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that on 11th April 2011 it was informed by the State Treasury and Nafta Polska S.A. w likwidacji (Nafta Polska S.A. in liquidation) on the change of shareholding structure of the State Treasury and Nafta Polska S.A. w likwidacji in the total number of votes in Zakłady Azotowe w Tarnowie-Mościcach S.A.
On 1st April 2011, a General Meeting of Shareholders of Nafta Polska S.A. w likwidacji based in Warsaw was held during which liquidation report of the company was approved and a resolution concerning the assets distribution was passed. As a result of the company’s assets distribution, the State Treasury (the only shareholder of Nafta Polska S.A. w likwidacji), pursuant to the shares transfer agreement concluded with Nafta Polska S.A. w likwidacji on 7th April 2011 took over the Issuer’s shares belonging to Nafta Polska S.A. w likwidacji, i.e. 19,200,000 Issuer’s bearer shares with nominal value 5.00 PLN each, with total value 96,000,000.00 PLN. The shares accounted for 49.08% of the Issuer’s equity capital and 49.08% of the total number of votes. Before the above mentioned change, the State Treasury owned 1,349,000 Issuer’s shares, which accounted for 3.45% of the Issuer’s equity capital and 1,349,000 votes, i.e. 3.45% of the total number of votes. Currently, the State Treasury owns 20,549,000 shares which account for 52.53% of the Issuer’s equity capital and 20,549,000 votes i.e. 52.53% of the total number of votes.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. ("Company") hereby submits the list of all information defined in Article 56, section 1 of the Act on Public Offer and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies, submitted to the public by the company in 2010.
The Management Board wishes to inform that the originals of the reports are in the company’s registered office at ul. E. Kwiatkowskiego 8, Tarnów-Mościce, Poland. Also, all the reports are available both at the company’s website: www.tarnow.grupaazoty.com and that of PAP and WSE (Warsaw Stock Exchange): www.gpwinfostrefa.pl.
Attachement: The List of Reports Submitted to the Public in 2010.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) hereby informs that on 4th April 2011 the Issuer signed a long-term cooperation agreement with Polski Koncern Naftowy Orlen S.A. (“the Seller”), based in Płock, Poland.
The agreement refers to the sale of raw materials: phenol and benzene by PKN Orlen S.A. to Zakłady Azotowe w Tarnowie-Mościcach S.A. according to a drawn up schedule as well as business terms and conditions. If the Seller does not fulfil his obligations concerning the quantity of the product to be supplied in a calendar year (with tolerances set out in this agreement), the Issuer shall be entitled to seek a contractual penalty in the amount of 10% of the product value which was not delivered. If the Issuer does not fulfil his obligations concerning the quantity of the product to be taken in a calendar year (with tolerances set out in this agreement), the Seller shall be entitled to seek a contractual penalty in the amount of 10% of the product value which was not taken. Terms and conditions of the concluded agreement do not provide for the application of additional claims for indemnity exceeding the amount of the above mentioned penalties. Other terms and conditions of the agreement do not differ from a standard agreement of this type. The concluded long-term agreement conforms to the criterion of the material agreement, i.e. its estimated net value within the period of 5 years shall amount to about 1.1 billion PLN net and exceeds 10% of the Issuer’s equity capital. At the same time this is the highest value agreement among agreements signed by the Issuer with the Seller (and also Azoty Tarnów Capital Group and Orlen Group) within the period of the last 12 months. The total value of turnover between Azoty Tarnów Capital Group and Orlen Group within the above mentioned period, together with the estimated value which results from the above mentioned agreement, amounts to about 1.3 billion PLN, which also fulfils the criterion to consider the sum of the agreements to be of material value.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) hereby informs that the total value of agreements concluded by Azoty Tarnów Capital Group with PKO BP S.A. since 30th November 2010 until the publication of this report has reached the value of 160 million PLN (say: one hundred sixty million PLN). The above value exceeds 10% of the Issuer’s equity capital, which is a criterion of considering the total turnover to be of material value.
The agreement with the highest value is the loan agreement in a form of multi-target loan for the amount of 100 million PLN (say: one hundred million PLN), concluded between ZAK S.A., the Issuer’s daughter company, and Powszechna Kasa Oszczędności Bank Polski S.A. (hereinafter referred to as “the Bank”) on 29th March 2011. Pursuant to the concluded agreement, the Bank granted to ZAK S.A. a turnover revolving loan up to 100% of the alloted limit to finance the current liabilities resulting from the pursued economic activity, inclusive of the repayment of financial liabilities. The granted loan can also be used to issue bank guarantees up to 20% of the limit and to open documentary letters of credit up to 20% of the limit, including the convertible currencies, i.e. EUR and USD. The limit was granted for the period from 31st March 2011 to 31st March 2014 but its utilization cannot exceed 100% of the assigned limit. The monetary resources from the granted loan shall be assigned primarily for the full repayment of the turnover loan in the banking syndicate, i.e. BRE Bank S.A., Kredyt Bank S.A. and PeKaO S.A., after submitting the corporate approvals of ZAK S.A. as well as after granting a temporary civil corporate guarantee by the Issuer. The above corporate guarantee up to one hundred million PLN was granted by Zakłady Azotowe w Tarnowie-Mościcach S.A on 30th March 2011 and is valid irrevocably for the commitments resulting from the above mentioned loan agreement in case they are not fulfilled by ZAK S.A. The corporate guarantee can be released not earlier than at the and of Q3 2011, after securing target corporate guarantees and after meeting the agreed financial indices. The target corporate guarantee of liabilities repayment shall be mortgage up to the amount of 170 million PLN on ZAK S.A.’s real estate, registered security on the plants of syngas and ammonia synthesis along with assignment of liabilities from their insurance agreement, assignment of liabilities from agreements and a clause of setoff of claims from the accounts in the Bank. The interest rate of the limit is settled annually based on the reference rate WIBOR 1M, increased by the Bank’s margin. The repayment of the loan by the title of the used loan and the repayment of the interest shall be effected by charging the current account of ZAK S.A., on the days fixed by ZAK S.A. Non-repayment of the loan at its maturity shall mean that the non-repaid loan becomes an overdue and payable liability. Other terms and conditions of the agreement do not differ from a standard agreement of this type.On 30th March 2011 an annex to this current loan agreement was signed with Powszechna Kasa Oszczędności Bank Polski S.A. on extending the virtual cash-pooling service in Azoty Tarnów Capital Group and ZAK S.A. Capital Group by the amount of 60 million PLN. The service allows to get advantages resulting from the virtual balancing of negative and positive balance on current accounts of companies from Azoty Tarnów Capital Group and to eliminate the bank margin between the interest rates of the offered deposits and loans as well as to settle interest calculated on the basis of a unified WIBOR rate within the Capital Group. The opening of the loan sublimit on the current account for ZAK S.A., shall allow to use at the first stage the surplus of funds of Azoty Tarnów which shall finance the issue targets, virtual balance of a part of loan liabilities of ZAK and thus to transfer, as cash-pooling, interest paid in this part by ZAK S.A. to Azoty Tarnów.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that on 23rd March 2011 the Issuer’s daughter company, ZAK S.A. (hereinafter referred to as “the Borrower”), signed a credit agreement in the amount of 14,750,000.00 EUR (say: fourteen million seven hundred fifty thousand EUR) with Raiffeisen Bank Polska S.A. (hereinafter referred to as “the Bank”).
On the day of submitting this report the estimated value of the above mentioned credit was the equivalent of 56.5 million PLN based on the average exchange rate of EUR/PLN published by the National Bank of Poland. The funds are meant to refinance the investment credit granted to ZAK S.A. by a banking syndicate assigned to finance the erection of nitric acid plant TK V along with neutralization plant “New Nitric Acid Plant TK V”. The outstanding liability of the Borrower, except for the due commissions and interests, shall be treated as overdue debt. In case the Borrower infringes the terms and conditions of the agreement, the Bank is entitled to terminate it. The amount of credit in foreign currency used in PLN shall be converted into the credit currency based on the buying rate of the currency credit binding in the Bank on the day of placing the withdrawal order from the credit. The Borrower is authorized to repay the credit or its part earlier. The amount of the advance credit repayment will be charged a commission as defined in the agreement. The repayment of the credit shall be effected in quarterly interest periods starting from 30th March 2012 to 31st March 2016. The interest rate of the credit used in EUR is the three month EURIBOR rate for deposits in EUROther terms and conditions of the agreement do not differ from a standard agreement of this type. The credit repayment is temporarily pledged by Zakłady Azotowe w Tarnowie-Mościcach S.A., granted pursuant to civil law on 23rd March 2011 and covering the remittance of the Borrower’s all liabilities resulting from the above mentioned agreement as well as the power of attorney to ZAK S.A.’s current account. The agreement provides for future target collaterals in the form of claims transfer, confirmed claims assignment from the trading contracts, mortgage up to 22,125,000.00 EUR based on the ground of perpetual usufruct, assignment of rights from insurance policy of the above mentioned mortgage, a registered pledge for movables constituting the nitric acid plant TK V along with the neutralization plant as well as the assignment of rights from the insurance policy of machines devices. The above mentioned credit agreement is the highest value agreement concluded by Azoty Tarnów Capital Group with Raiffeisen Bank Polska S.A. in the last 12 months. The total amount of agreements concluded by Azoty Tarnów Capital Group with Raiffeisen Bank Polska S.A. in the last 12 months equals to about 123.8 million PLN, which exceeds 10% of the Issuer’s equity capital and thus is considered to be of material value.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby informs that on 21st March 2011, the Company received a decision of the Regional Court for Kraków-Śródmieście in Kraków, 12th Economic Division of the National Court Register on registrering the changes in the Articles of Association on 3rd March 2011.
The changes were adopted in resolution No. 4 by the Extraordinary General Meeting of Shareholders Zakłady Azotowe w Tarnowie-Mościcach S.A. on 22nd December 2011, according to which new paragraph 3 was added to § 47 with the following wording: “§ 47 par. 3. As long as the State Treasury or Nafta Polska S.A. is the owner of the Company’s shares which entitle them to at least one fifth of the overall number of votes existing in the Company, the voting right of the Company’s shareholders shall be limited in that no-one of the said shareholders may cast more than one fifth of the overall number of votes existing in the Company at the General Meeting on the day of the General Meeting. The limitation of the voting right referred to in the preceding sentence shall not apply to the State Treasury and Nafta Polska S.A., nor to subsidiaries of the State Treasury and Nafta Polska S.A. For the purposes of this paragraph, the performance of the voting right by the parent company within the meaning of the Act of 29 July 2005 on public offer and conditions for introducing financial instruments to an organized trading system and on public companies (“Act on offer”) shall be deemed as the performance of the voting right by a subsidiary, with the parent company and the subsidiary understood also as each entity whose votes resulting from the Company’s shares owned directly or indirectly, respectively, are subject to accumulation with the votes of another entity or entities under principles specified in the Act on offer in connection with owning, disposing of or acquiring major packages of Company’s shares. A shareholder whose voting right has been limited shall retain the right to cast at least one vote in any case.”The up-till-now binding decisions and contents of the adopted changes to in the Articles of Association were published in Current Report No. 41/2010 of 22nd December 2010. As changes have been introduced to the Articles of Association, a new consolidated text of the document is attached hereto.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that due to the fact that the year 2010 is the last full financial year for the members of the Management Board of the 7th term of office, on 18th March 2011 the Issuer’s Supervisory Board resolved to appoint a new Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the new three-year term with the following composition:
Mr Jerzy Marciniak - Chairman of the Board, General Director, Mr Andrzej Skolmowski - Vice-Chairman of the Board,Mr Witold Szczypiński - Member of the Board.
The resolution referring hereto shall be binding starting from the first day after the General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. approving the financial statement for 2010. The newly appointed Members of the Board do not carry out any activities outside the Issuer’s company which is competitive to the Issuer’s operations, neither do they participate in any competitive companies as partners in partnerships or as members of any body in any capital groups and they do not participate in other competitive legal entities as members of their bodies. The newly appointed persons to the above mentioned functions are not registered in the Insolvent Debtors Register kept pursuant to the Act on the National Court Register. Mr Jerzy Marciniak has acted as the Chairman of the Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. since 11th March 2008. Mr Andrzej Skolmowski has acted as the Vice-Chairman of the Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. since 26th March 2009. Mr Witold Szczypiński has acted as the Vice-Chairman of the Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. since 11th March 2008. Professional CVs of the newly appointed Members of the Board are attached hereto.
Attachement: The curriculum vitae of the newly appointed Members of the Board.
Further to Current Reports Nos. 26/2010, 30/2010 and 36/2010, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as the „Issuer”) hereby informs that on 14th February 2011 it received a notice from the District Court for Kraków-Śródmieście in Kraków, 7th Economic Division of Pledge Registers about the registered pledge in favour of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Regional Corporate Branch in Kraków on 30,000,000 (say: thirty million) bearer shares of B series of ZAK S.A. with headquarters in Kędzierzyn-Koźle. The shares being pledged for the total nominal value of 150,000,000 PLN (say: one hundred fifty million PLN) represent 52.62% of the share capital of ZAK S.A. and authorize to 52.62% votes at the General Meeting of Shareholders of ZAK S.A. B series shares of ZAK S.A. being pledged are a kind of a long-term capital investment of the Issuer. The entry in the pledge register was made on 2nd February 2011. The pledge was made as a collateral of investment credit granted to the Issuer by PKO BP S.A., in the amount of 120,000,000 PLN (say: one hundred twenty million PLN) assigned to acquire the above mentioned shares of ZAK S.A. The highest pledged amount equals 138,624,000 PLN (say: one hundred thirty-eight million six hundred twenty-four thousand PLN). The record value of the shares being pledged in the Issuer’s account books amounts to 150,000,000 PLN (say: one hundred fifty million PLN). The assets pledged in favour of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Regional Corporate Branch in Kraków, is considered to be of material value as their value exceeds 10% of the Issuer’s equity capital.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “Issuer”) hereby informs that the value of total turnover between the Capital Group of Azoty Tarnów and the PGNiG Capital Group in the period from 13th August 2010 to the date of the publication of this report amounted to the net value of PLN 219.8 million. The above value exceeds 10% of the Issuer’s equity capital, which is the criterion to regard the sum of the turnover to be of material value. The invoice with the highest net value was the one of 31st December 2010 for the supply of high methane gas for technological purposes for the amount of PLN 38,927,126.16. The invoice comes from the agreement of 14th January 1999 concluded between ZAK S.A. (hereinafter referred to as “Buyer”) - the daughter company of the Issuer, and PGNiG (hereinafter referred to as “Seller”) for the supply of high methane gas for the company’s purposes which was concluded for indefinite time and which sets technical conditions of gaseous fuel supply and offtake. The agreement specifies a minimum amount of gaseous fuel – at the time of restricted supplies – which must be supplied to exclude the possibility of damaging the Issuer’s technological facilities as well as the terms and conditions of reducing or stopping the deliveries. If the amount of taken gas is higher than the one stipulated in the agreement, the Seller shall charge an additional fee. If the amount of taken gas is smaller than the delivered quantity, the Seller shall charge an additional fee for not taken quantity. If the Seller delivers gas fuel with incompatible quality, which will make it impossible to use the gas for the Buyer’s purposes, the Buyer has the right to reject such a delivery. In case the Seller does not supply the amount of gas stipulated in the agreement, he is obliged to give the Buyer a discount and compensation in the charged fees. Failure to pay the fees results in charging a statutory interest for each day of delay. The agreement can be terminated any time provided both parties intend to do so prior to a justified request filed at least 1 (one) year prior to the proposed time of termination, by way of 3 (three) years’ termination by either party, in case of force majeure for nine consecutive months, in case of non-fulfilment or inadequate fulfilment of the agreement by one of the parties. Terms and conditions of the agreement do not provide for contractual penalties. Other terms and conditions do not differ from the market standards applied in this kind of agreements.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as „Issuer”) hereby informs that on 2nd February 2011 the Issuer signed the contract with Mitsui & Co. Deutschland from Germany (hereinafter referred to as “Seller”) for the sale of phenol. The aforementioned contract shall be valid from 1st January 2011 to 31st December 2011 and it provides for the purchase of phenol by the Issuer from the Seller in the above mentioned period of time, according to an agreed schedule as well as commercial terms and conditions. Terms and conditions of the concluded contract do not provide for the application of additional contractual penalties. Other terms and conditions of the contract do not differ from a standard contract of this type. Estimated net value which results from the above mentioned agreement, amounts to about 58.5 million PLN. At the same time this is the highest value contract among contracts signed by the Issuer with the Seller (and also the Capital Group of Azoty Tarnów and the Mitsui Group) within the period of the last 12 months. The total value of turnover between the Capital Group of Azoty Tarnów and the Mitsui Group within the above mentioned period, together with the estimated value which results from the above mentioned agreement, amounts to about 115.6 million PLN, which exceeds 10% of the Issuer’s equity capital and fulfils the criterion of the sum of contracts of material value.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”Issuer”) hereby informs that on 31st January 2011 the Supervisory Board of ZAK S.A., the Issuer’s daughter company, resolved to appoint Mr Jerzy Marciniak the Chairman of ZAK S.A. since 1st February 2011. Mr Jerzy Marciniak is also the Chairman of the Board of Directors at Zakłady Azotowe w Tarnowie-Mościcach S.A.
With reference to Current Report No. 3/2011 of 6th January 2011, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that on 20th January 2011 the nitrate fertilizers plant was restarted after the stoppage. The plant is currently operating at about 40% level of its capacity. The Company successively intends to increase the production capacity level up to 60% till the end of January.
Benefiting from the effects of synergies with ZAK S.A. the allocation of nitric acid within the Capital Group of Azoty Tarnów has been carried out. The activities aiming at increasing the production capacity of nitrate fertilizers are performed according to the schedule. The recovery of full production capacity of the nitrate fertilizers, depending on the restoration of the nitric acid production in Tarnów, is expected in the middle of May this year. As a result of the temporary plant stoppage, decreasing in nitrogenous fertilizers production in Azoty Tarnow is estimated at about 13% in relation to the similar period of the previous year. On the other hand, decreasing in nitrogen fertilizers production in Azoty Tarnow Capital Group is estimated at about 5% of the annual production capacity.
At the same time the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. informs that the production of other nitrogenous fertilizers is still continued without any interruptions.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as „Issuer”) hereby informs that on 19th January 2011 the Issuer signed the contract with Brenntag International Chemical located in Germany (hereinafter referred to as “Seller”) for the sale of phenol.
The aforementioned annex shall be valid from 1 January 2011 to 31 December 2011 and it provides for the sale of phenol by the Issuer from the Seller in the above mentioned period of time, according to an agreed schedule as well as commercial terms and conditions. Terms and conditions of the concluded Contract do not provide for the application of additional contractual penalties Other terms and conditions of the contract do not differ from a standard contract of this type. The signed contract conforms to the criterion of a material agreement, i.e. its estimated value of 146.9 PLN million exceeds 10% of the Issuer’s equity capital. At the same time this is the highest value contract among contracts signed by the Issuer with the Seller (and also the Capital Group of Azoty Tarnów) and Brenntag Group within the period of the last 12 months.
The total value of turnover between the Capital Group of Azoty Tarnów and Brenntag Group within the above mentioned period, together with the estimated value which results from the above mentioned agreement, amounts to about 232.6 million PLN net, which also fulfils the criterion of a contract with material value, while only the contract of 19th January 2011 fulfils independently the above mentioned criterion of a contract with material value.
Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Company”) hereby notifies of the publication dates of periodical reports in the financial year 2011
1. Quarterly reports:
- extended consolidated report for Q1 2011 – 16th May 2011- extended consolidated report for Q3 2011 – 14th November 20112. Half-yearly reports:- extended consolidated report for the 1st half of 2011 – 31st August 20113. Annual reports: - non-consolidated annual report for 2010 – 21st March 2011 - consolidated annual report for 2010 – 21st March 2011
At the same time the Management Board states that according to paragraph 83, point 1 of the Ordinance of Minister of Finance dated 19th February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes) (hereinafter referred to as “Ordinance”), the Company will not publish separate quarterly reports. Consolidated quarterly reports will include quarterly financial information. Furthermore, the Management Board informs that the Company will not publish a quarterly report and consolidated quarterly report for the second quarter 2011 according to the regulation par. 101, point 2 of the Ordinance.
Considering the fact that the non-consolidated annual report and consolidated annual report will be published on 21st March 2011 (i.e. within 80 days from the end of the financial year) the Company will not publish a quarterly report for the fourth quarter 2010 according to par. 102, point 1 of the Ordinance. The Company will also not publish a separate half-yearly report according to par. 83, point 3 of the Ordinance.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as „Issuer”) hereby informs that on 17th January 2011 the Issuer’s Daughter Company – ZAK S.A. (hereinafter referred to as “Seller”) signed an annex No. 1/2011 to the frame contract of 22 December 2008 with Polynt S.p.A. located in Italy (hereinafter referred to as “Buyer”) for the sale of 2-Ethylohexanol.
The aforementioned annex shall be valid from 1 January 2011 to 31 December 2011 and it provides for the sale of 2-Ethylohexanol by the Buyer from ZAK S.A. in the above mentioned period of time, according to an agreed schedule as well as commercial terms and conditions. In case of any payment delays, the Seller is authorized to charge the Buyer with an interest rate in the amount of 6% per year for each day.Should any disputes arise, they shall be settled by an Arbitration Court in Vienna, according to the Austrian law.
Other terms and conditions of the contract do not differ from a standard contract of this type.
The signed annex, the estimated value of which amounts to 64.7 million PLN, is the highest value contract among the agreements signed between the Capital Group of Azoty Tarnów and Polynt Group within the period of the last 12 months. The total value of turnover between the Capital Group of Azoty Tarnów and Polynt Group within the period of one year together with the estimated value which results from the annex signed on 17.01.2011 amounts to about 116.5 million PLN net, which exceeds 10% of the Issuer’s equity capital and constitutes the criterion of a contract with material value.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that on 18th January 2011 it received from Mr Franciszek Bernat, Member of the Board of the Issuer, a notice drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – 2010 No. 211, item 1384 with further changes) informing about transactions on bearer ordinary shares of the Issuer effected by the above mentioned person in 2010, the total value of which does not exceed the equivalent of Eur 5,000.
385 shares, as described above, were sold on 22nd November 2010 during the common stock exchange session on the Warsaw Stock Exchange main market at the price of PLN 23.10 per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that on 5th January 2011 there was a failure of a turbine set at the Technical Nitric Acid Plant within the premises of Azoty Tarnów.
Considering the above, on 6th September 2011 a decision was taken to stop temporarily the production of nitrate fertilizers (ammonium sulphate nitrate and calcium ammonium nitrate – standard grade) for a period of minimum 7 days. The above mentioned incident did not bring about any injury to people or any pollution to the environment.
A temporary reduction of nitrate fertilizers supply will occur in this period. The recovery of the full supply will take place not earlier than in 14 days.
The recovery of full production capacity of the nitrate fertilizers line at Azoty Tarnów depends on the time of the restart of the nitric acid production. In order to shorten the temporary stoppage at the nitrate fertilizers line, it is planned to allocate the stock of nitric acid within the Capital Group of Azoty Tarnów supported by a purchase from outer sources, if needed.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. also informs that the production of other nitrogenous fertilizers is continued without any disturbances.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that on 5th January 2011 it received from Mr Jan Wais, Member of the Supervisory Board of the Issuer, a notice drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – 2010 No. 211, item 1384 with further changes) informing about transactions on bearer ordinary shares of the Issuer effected in 2010 by a closely related person, the total value of which does not exceed the equivalent of Eur 5,000.
390 shares, as described above, were sold on 25th November 2010 during the common stock exchange session on the Warsaw Stock Exchange main market at the price of PLN 23.50 per share.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “the Issuer”) hereby informs that on 4th January 2011 it received from Mr Janusz Podsiadło, Director of Financial Department (holding a management post in the organizational structure of the Issuer and having a permanent access to inside information and authorized to make decisions concerning the Issuer’s development and economic prospects), a notice drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. – Journal of Laws – 2010 No. 211, item 1384 with further changes) informing about transactions on bearer ordinary shares of the Issuer effected by the above mentioned person in 2010, the total value of which does not exceed the equivalent of Eur 5,000.
The above mentioned shares were sold in two tranches:- the first tranche in the amount of 216 shares on 1st September 2010 during the common stock exchange session on the Warsaw Stock Exchange main market at the price of PLN 17.85 per share,- the second tranche in the amount of 425 shares on 7th September 2010 during the common stock exchange session on the Warsaw Stock Exchange main market at the price of PLN 18.00 per share.
Further to Current Reports Nos. 26/2010 of 20th October 2010 and 30/2010 of 17th November 2010, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as ”the Issuer”) hereby informs that on 31st December 2010 it received a copy of a Decision of the District Court in Opole, 8th Economic Division of the National Court Register of 21st December 2010 on the change of the paid-in capital amount of ZAK Spółka Akcyjna (hereinafter referred to as ”ZAK S.A.”) from 185,064,300.00 (one hundred eighty-five million sixty-four thousand three hundred) PLN to 285,064,300.00 (two hundred eighty-five million sixty-four thousand three hundred) PLN.
The above change resulted from: - the Agreement signed on 20th October 2010 concerning the acquisition by the Issuer of 30,000,000 (thirty million) new shares of B series of ZAK S.A. with a nominal value of 5 (five) PLN each, total value of 150,000,000.00 (one hundred fifty million) PLN, by way of private subscription for the price equal to the nominal value of the shares in return for cash contribution,- bringing in by the Issuer the amount of 100,000,000.00 (one hundred million) PLN by way of the second installment of cash contribution to the increased share capital of ZAK S.A.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby encloses the list of shareholders holding at least 5% of the total votes at the Extraordinary General Meeting of Shareholders convened for 22th December 2010 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Extraordinary General Meeting of Shareholders as well as in the total number of shares.
Attachement: The List of Shareholders EGM 22.12.2010.
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. makes the appended resolutions adopted at the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 22nd December 2010 available to the public.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda. No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
Attachement: Resolutions adopted at the Extraordinary General Meeting.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as „Issuer”) hereby informs that on 22 December 2010 it received a contract signed by the Issuer’s Daughter Company – ZAK S.A. (hereinafter referred to as “Buyer”) with Aectra S.A. located in Switzerland (hereinafter referred to as “Seller”) for the purchase of propylene.
The contract was signed with a date of 20 December 2010; it shall be valid from 1 January 2011 to 31 December 2012 and it provides for the purchase of propylene by ZAK S.A. from the Seller in the above mentioned period of time, according to an agreed schedule as well as commercial terms and conditions. This is a contract with the highest value signed by the Buyer with the Seller on 20 December 2010. Both Parties can terminate the contract with at least two-month notice before the termination of its validity or any period of its prolongation. The contractual period may be extended for the following year after a mutual agreement of both sides.In case of any payment delays, the Seller is authorized to charge the Buyer with an interest rate in the amount of 6% per year for each day.Should any disputes arise, they shall be settled by an Arbitration Court in Vienna, according to the Austrian law. Other terms and conditions of the contract do not differ from a standard contract of this type. The signed contract fulfils the criterion of a contract with material value, i.e. its estimated net value amounts to 184.5 million PLN and exceeds 10% of the Issuer’s equity capital. The final value of the contract depends on the purchased quantity and the contract price of propylene. The total value of turnover between the Capital Group of Azoty Tarnów and Aectra S.A. within the period of one year together with the estimated value which results from the contracts signed on 20 December 2010 amounts to about 202.4 million PLN net.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. („Issuer”) hereby informs that on 20th December 2010 it received the information about the decision of the District Court in Kraków-Śródmiescie, the 12th Economic Division of the National Court Register, regarding the changes to the Articles of Association of the Issuer which were registered on 13th December 2010 and adopted by resolutions Nos. 8 to 13 of the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. on 19th November 2010.
By resolution No. 8 dated 19th November 2010 the Extraordinary General Meeting of the Issuer made the following change to § 1 of the Articles of Association by adding new paragraph 3 with the following wording:“3. Company may use the name ‘Azoty Tarnów’ for commercial and marketing purposes”
By resolution No. 9 dated 19th November 2010 the Extraordinary General Meeting of the Issuer adopted the new wording of § 33 par. 1 subpar. 21) of the Articles of Association:
Previous wording:“preparing a report on the Supervisory Board’s activity including the work of its committees evaluation of the Management Board’s work for the Ordinary General Meeting”,
Current wording:“preparing a report on the Supervisory Board’s activity including the work of its committees and the evaluation of the Management Board’s work for the Ordinary General Meeting”,
By resolution No. 10 dated 19th November 2010 the Extraordinary General Meeting of the Issuer deleted the current wording of § 33 par. 1 subpar. 17) of the Articles of Association:“17) approving the Company’s Enterprise Organisational Rules and Regulations”,
By resolution No. 11 dated 19th November 2010 the Extraordinary General Meeting of the Issuer made the following change to § 33 par. 2 of the Articles of Association by adding subpar. 14 with the following wording:“14) concluding a significant agreement with a related entity, excluding typical agreements, concluded under market terms and conditions, as part of the pursued operating activity”,
By resolution No. 13 dated 19th November 2010 the Extraordinary General Meeting of the Issuer adopted the new wording of the following articles:
§ 21 par. 2 of the Articles of Association:
Previous wording:“2) adopting the Company’s Enterprise Organisational Rules and Regulations”,Current wording:“2) approving the Organisational Rules and Regulations which govern the internal organisation of the Company’s Enterprise”
§ 33 par. 2 subpar. 1) of the Articles of Association: Previous wording:“1) acquiring real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 400,000 (four hundred thousand) and not exceeding PLN 2,000,000 (two million), Current wording:“1) acquiring real estate, perpetual usufruct or shares in real estate with market value not exceeding PLN 10,000,000 (ten million),
§ 33 par. 2 subpar. 2) of the Articles of Association:Previous wording:“2) disposing of and encumbering with limited rights in property of real estate, perpetual usufruct or shares in real estate with market value not exceeding PLN 200,000 (two hundred thousand)”,Current wording:“2) disposing of and encumbering with limited rights in property of real estate, perpetual usufruct or shares in real estate with market value not exceeding PLN 10.000,000 (ten million)”.
§ 33 par. 2 subpar. 3) of the Articles of Association:Previous wording:“3) acquiring non-current asset components other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million) and not exceeding PLN 10,000,000 (ten million)”, Current wording:“3) acquiring non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million) and not exceeding PLN 20,000,000 (twenty million)”,
§ 33 par. 2 subpar. 4) of the Articles of Association:Previous wording:“4) disposing of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 800,000 (eight hundred thousand) and not exceeding PLN 10,000,000 (ten million)”,Current wording:“4) disposing of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million) and not exceeding PLN 20,000,000 (twenty million)”,
§ 33 par. 2 subpar. 5) of the Articles of Association:Previous wording:“5) contracting conditional liabilities, including the Company’s furnishing guarantees and sureties and assuming liability for a foreign debt with value exceeding PLN 200,000 (two hundred thousand)”.Current wording:“5) contracting conditional liabilities, including the Company’s furnishing guarantees and sureties and assuming liability for a foreign debt with value exceeding PLN 2,000,000 (two million)”.
§ 33 par. 2 subpar. 6) of the Articles of Association: Previous wording:“6) issuing, accepting, furnishing guarantees for bills of exchange and endorsing bills of exchange with value exceeding PLN 200,000 (two hundred thousand)”,Current wording:“6) issuing, accepting, furnishing guarantees for bills of exchange and endorsing bills of exchange with value exceeding PLN 2,000,000 (two million)”,
§ 51 subpar. 9) of the Articles of Association:Previous wording:“9) consenting to the purchase of real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million)”, Current wording:“9) consenting to the purchase of real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 10,000,000 (ten million)”,
§ 51 subpar. 10) of the Articles of Association: Previous wording:“10) disposing of and encumbering with limited property rights of real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 200,000 (two hundred thousand)”, Current wording:“10) disposing of and encumbering with limited property rights of real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 10,000,000 (ten million)”,
§ 51 subpar. 11) of the Articles of AssociationPrevious wording:“11) consenting to the purchase, disposal of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 10,000,000 (ten million)”, Current wording:“11) consenting to the purchase, disposal of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 20,000,000 (twenty million)”.
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. makes the enclosed new uniform text of the Articles of Association of the company available to the public.
With reference to Current Report No. 10/2010 of 14th May 2010 and further to Current Report published by Ciech S.A. on 16.12.2010 on concluding with Zakłady Azotowe "Puławy" S.A. with a registered seat in Puławy, Poland, a conditional sales contract for 51 855 shares, which represent 89.46% of the share capital of Gdańskie Zakłady Nawozów Fosforowych "Fosfory" Sp. z o.o. with a registered seat in Gdańsk, Poland, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. („Issuer”) hereby informs that the content of the Letter of Intent signed between Ciech S.A. and the Issuer is null and void and the Issuer is not going to continue the project.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as „Issuer”) hereby informs that on 30 November 2010 the Issuer’s daughter company – ZAK S.A. (hereinafter referred to as “Buyer”) signed a contract with Futura Chemical Trading PTE. LTD from Singapore (hereinafter referred to as „Seller”) for the purchase of propylene.
The contract shall be valid from 1 January to 31 December 2011 and it provides for the purchase of propylene by the Buyer from the Seller in the above mentioned period of time, according to an agreed schedule as well as commercial terms and conditions. Both Parties can terminate the contract with at least two-month notice before the termination of its validity or any period of its prolongation. The contractual period may be extended after a mutual agreement. In case of any payment delays, the Seller is authorized to charge the Buyer with an interest rate in the amount of 6% per year. Should any disputes arise, they will be settled by an Arbitration Court in Vienna, according to the Austrian law. Other terms and conditions of the contract do not differ from a standard contract of this type. The signed contract fulfils the criterion of a contract with material value, i.e. its estimated value exceeds 10% of the Issuer’s equity capital. The final value of the contract depends on the purchased quantity and the contract price of propylene.
Further to Current Reports Nos. 26/2010 and 30/2010 the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as „Issuer”) hereby informs that on 29 November 2010 the Issuer signed an investment credit agreement with bank PKO BP S.A. for the amount of 120,000,000.00 (say: one hundred twenty million) PLN.
The funds from the credit shall be assigned to finance and/or refinance up to 80% of expenditure related to the acquisition by way of private subscription of 30,000,000 (say: thirty million) new shares of B series of ZAK S.A. with a registered seat in Kędzierzyn-Koźle (hereinafter referred to as “ZAK S.A.”) at the issue price equal to the nominal value of the share, i.e. 5.00 (say: five) PLN per share, with a total value of 150,000,000.00 (say: one hundred fifty million) PLN. The credit is granted for the period from 29 November 2010 to 14 November 2011. The credit may be released in tranches. The amount of the used credit bears interest at an annual floating interest rate. The credit repayment shall be effected in one instalment in the amount of 120,000,000,00 (say: one hundred twenty million) on the day of finishing the credit period, i.e. on 14 November 2011. The final date of using the credit is 31 March 2011. The Issuer can repay the credit earlier, without any additional fees, after having informed PKO BP S.A. three working days before the planned repayment. Non-repayment of the credit in due time shall change the non-paid amount into an overdue debt. The credit repayment is hedged with a clause on deduction of claims from the Issuer’s accounts held at PKO BP S.A. as well as registered pledge for 30 million series B shares of ZAK S.A. The credit shall be released after pledging a collateral in a form of a clause on deduction the claims from the Issuer’s accounts held at PKO BP S.A. as well as after presenting the approvals of the Issuer’s corporate bodies to take up the credit and to pledge a collateral in a form of a registered pledge for 30 million series B shares of ZAK S.A. and after filing a statement about submitting to the execution as per Art. 97 of Banking Law by title of granting a credit. Other terms and conditions of the agreement do not differ from a standard agreement of this type.
The above is a bridging loan. The Issuer is planning to refinance the acquisition of ZAK S.A.’s shares by funds from a seasoned issue of its own shares or from the issue of convertible loan stock. The final variant of financing shall be determined after a detailed analysis of costs of financing from each source and after getting an approval of the corporate bodies. The agreement is considered to be of material value due to the fact that its value exceeds 10% of the Issuer’s equity capital. It is also the biggest credit agreement signed by the Issuer in the last 12 months. The total value of agreements concluded with PKO BP S.A. in this period amounts to 160,000,000 (say: one hundred sixty million) PLN, which is also a criterion for considering the sum of the agreements to be of material value; however, only the agreement of 29 November 2010 fulfils on its own the above described criterion of an agreement with a material value.
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. convened for 22th December 2010.
Attachement: Draft of resolutions of the Extraordinary General Meeting.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., (“Company”) hereby convenes an Extraordinary General Meeting of Shareholders to be held at 12:00 on 22 December 2010 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 39 116 421. The said shares carry, on 19 November 2010, 39 116 421 votes.
AGENDA
1) Opening of the Meeting.2) Election of the Chairman of the Meeting and drawing up the register.3) Confirmation of the legality of the Meeting and its ability to pass resolutions. 4) Adopting the Agenda of the Extraordinary General Meeting of Shareholders.5) Election of the Ballot Counting Committee.6) Passing amendments to the Articles of Association.7) Closing of the Extraordinary General Meeting of Shareholders.
Proposed amendments to the Company Statutes:
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. submits the proposal to add in § 47 of the Articles of Association a new paragraph 3 with the following wording:
“3. As long as the State Treasury or Nafta Polska S.A. is the owner of the Company’s shares which entitle to at least one fifth of the overall number of votes existing in the Company, the voting right of the Company’s shareholders shall be limited in that no-one of the said shareholders may cast more than one fifth of the overall number of votes existing in the Company on the General Meeting on the day of summoning of the General Meeting. The limitation of the voting right referred to in the preceding sentence shall not apply to the State Treasury and Nafta Polska S.A., nor to subsidiaries of the State Treasury and Nafta Polska S.A. For the purposes of this paragraph, the performance of the voting right by the parent company within the meaning of the Act of 29 July 2005 on public offer and conditions for introducing financial instruments to an organised trading system and on public companies (“Act on offer”) shall be deemed as the performance of the voting right by a subsidiary, with the parent company and the subsidiary understood also as each entity whose votes resulting from the Company’s shares owned directly or indirectly, respectively, are subject to accumulation with the votes of another entity or entities under principles specified in the Act on offer in connection with owning, disposing of or acquiring major packages of Company’s shares. A shareholder whose voting right has been limited shall retain the right to cast at least one vote in any case.”
The current text of the Articles of Association, including changes made by resolutions of Extraordinary General Meeting dated 19th November 2010, can be found on the Company’s website. The changes are being registered in KRS.
Right to Attend the General Meeting
Pursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 6th December 2010.
In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 26 November 2010, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 7th December 2010 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments.
The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 17th, 20th and 21st December between 8.00 a.m. and 3.00 p.m. Shareholders may request the list be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by Proxy
Shareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons.
The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb## . Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and its proxy. The Company may undertake necessary steps to identify the shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.
The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of Shareholders
A shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 1st December 2010. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ Right to Submit Resolution Drafts A shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Extraordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic Communication
The Management Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to DocumentationDocumentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office after the approval of the Supervisory Board. Any comments made by the Management Board or opinions of the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith. Website AddressInformation on the General Meeting of Shareholders is available on our website: www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Company”) hereby encloses the list of shareholders holding at least 5% of the total votes at the Extraordinary General Meeting of Shareholders convened for 19th November 2010 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Extraordinary General Meeting of Shareholders as well as in the total number of shares.
Attachement: The list of Shareholders EGM 19.11.2010.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Company”) informs that on 19th November 2010 by resolutions of the Extraordinary General Meeting of Shareholders, the Members of the Company’s Supervisory Board were appointed: Mr Tomasz Klikowicz, Mr Zbigniew Paprocki and Mr Jan Wais. The resolutions became effective upon the date of passage.
The new Members of the Supervisory Board were appointed further to article 36 of the Articles of Association, after elections of the employees of Zakłady Azotowe w Tarnowie-Mościcach S.A.
The above mentioned persons do not conduct any business competitive to the business of Zakłady Azotowe w Tarnowie-Mościcach S.A., do not participate in any competitive business as partners in civil law partnerships, partnerships or as members of a body in a capital company or in any competitive legal enity. The newly appointed Members of the Supervisory Board are not entered in the Register of Insolvent Debtors run on the basis of the Act on National Court Register.
Please find enclosed the curriculum vitae of the Supervisory Board.
Attachement: The curriculum vitae of the Supervisory Board.
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. makes the appended resolutions adopted at the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 19th November 2010 available to the public.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
Attachement: Resolutions adopted at the Extraordinary General Meeting.
With reference to Current Report No. 26/2010 of 20th October 2010, the Management Board of Zakłady Azotowe w Tarnowie Mościcach S.A. (hereinafter referred to as: “Issuer”) hereby informs that on 17th November 2010 it received a copy of a Decision of the District Court in Opole, 8th Economic Division of the National Court Register of 16th November 2010 on the entry of the change of share capital of ZAK Spółka Akcyjna, with a registered seat in Kędzierzyn-Koźle, under KRS number 000008993 (hereinafter referred to as “ZAK S.A.”).
By virtue of the above Court Decision, an entry was made in the companies register conducted by the National Court Register: the share capital of ZAK S.A. was increased from 135,064,300 (one hundred thirty-five million sixty-four thousand three hundred) to 285,064,300 (two hundred eighty-five million sixty-four thousand three hundred) PLN. The number of shares from all issues was changed from 27,012,860 (twenty-seven million twelve thousand eight hundred and sixty) to 57,012,860 (fifty-seven million twelve thousand eight hundred and sixty) shares. Moreover, further to the a/m Court Decision, the following were entered in the companies register conducted by the National Court Register:- issue of shares of B series in the amount of 30,000,000 (thirty million). The shares are not preference shares; - amount of a part of paid share capital, i.e. 185,064,300 (one hundred eighty-five million sixty-four thousand three hundred) PLN. The above entries were made further to the Agreement signed on 20th October 2010 to acquire by the Issuer 30,000,000 (thirty million) of new shares of B series of ZAK S.A. with nominal value 5 (five) PLN each, with a total value of 150.000.000 (one hundred fifty million) PLN by way of private subscription at the price equal to a nominal value of a share for a cash contribution.
With reference to the current reports No. 27/2010 and 28/2010 dated 22nd November 2010 the Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Company”) hereby publishes the actualization of proposed amendments to the Company Statutes and the published draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. convened for 19th November 2010. The actualization has been made according to decisions of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. No. 18/VIII/2010 and 19/VIII/2010 dated on 9th November 2010, received on 10th November 2010.
The actualization of the proposed amendments to the Company Statutes according to decision of the Supervisory Board No. 19/VIII/2010 dated on 9th November 2010:
5. It was:Replacing the current wording of § 33 par. 2 subpar. 1): “acquiring real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 400,000 (four hundred thousand), and not exceeding PLN 2,000,000 (two million), with the following wording:“acquiring real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding the equivalent of one twentieth of the share capital value.
Current text:Replacing the current wording of § 33 par. 2 subpar. 1): “acquiring real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 400,000 (four hundred thousand), and not exceeding PLN 2,000,000 (two million), with the following wording:“acquiring real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 10,000,000 (ten million), and not exceeding the equivalent of one twentieth of the share capital value.
6. It was:Replacing the current wording of § 33 par. 2 subpar. 2): “disposing of and encumbering with limited rights in property of real estate, perpetual usufruct or shares in real estate with market value not exceeding PLN 200,000 (two hundred thousand)”,with the following wording:“disposing of and encumbering with limited rights in property of real estate, perpetual usufruct or shares in real estate with market value not exceeding the equivalent of one twentieth of the share capital value”.
Current text:Replacing the current wording of § 33 par. 2 subpar. 2): “disposing of and encumbering with limited rights in property of real estate, perpetual usufruct or shares in real estate with market value not exceeding PLN 200,000 (two hundred thousand)”,with the following wording:“disposing of and encumbering with limited rights in property of real estate, perpetual usufruct or shares in real estate with market value not exceeding PLN 10.000,000 (ten million)”,
7. It was:Replacing the current wording of § 33 par. 2 subpar. 3): “acquiring fixed asset components other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding PLN 10,000,000 (ten million)”, with the following wording:“acquiring non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding the equivalent of one tenth of the value of property, plant and equipment in accordance with the latest financial statements approved by the General Meeting”,
Current text:Replacing the current wording of § 33 par. 2 subpar. 3): “acquiring fixed asset components other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding PLN 10,000,000 (ten million)”, with the following wording:“acquiring non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding PLN 20,000,000 (twenty million)”,
8. It was:Replacing the current wording of § 33 par. 2 subpar. 4): “disposing of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 800,000 (eight hundred thousand), and not exceeding PLN 10,000,000 (ten million)”,with the following wording:“disposing of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding the equivalent of one tenth of the value of property, plant and equipment in accordance with the latest financial statements approved by the General Meeting”,
Current text:Replacing the current wording of § 33 par. 2 subpar. 4): “disposing of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 800,000 (eight hundred thousand), and not exceeding PLN 10,000,000 (ten million)”,with the following wording:“disposing of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding PLN 20,000,000 (twenty million)”,
10. It was:Replacing the current wording of § 33 par. 2 subpar. 6): “issuing, accepting, furnishing guaranties for bills of exchange and endorsing bills of exchange with value not exceeding PLN 200,000 (two hundred thousand) on commission”,with the following wording:“issuing, accepting, furnishing guaranties for bills of exchange and endorsing bills of exchange with value not exceeding PLN 2,000,000 (two million) on commission”,
Current text:Replacing the current wording of § 33 par. 2 subpar. 6): “issuing, accepting, furnishing guaranties for bills of exchange and endorsing bills of exchange with value exceeding PLN 200,000 (two hundred thousand) on commission”,with the following wording:“issuing, accepting, furnishing guaranties for bills of exchange and endorsing bills of exchange with value exceeding PLN 2,000,000 (two million) on commission”,
11. It was:Replacing the current wording of § 33 par. 2 subpar. 7): “concluding a loan and/or borrowing agreement and issuing bonds, if the Company’s indebtness value from loans and borrowings together with the planned loan and/or borrowing exceeds PLN 40,000,000 (forty million)” with the following wording:“concluding a loan and/or borrowing agreement and issuing bonds, if the Company’s indebtness value from loans and borrowings together with the planned loan and/or borrowing exceeds the equivalent of one fourth of the Company’s share capital value.”
Current text:(deleted)
12. Replacing the current wording of § 33 par. 2 subpar. 8): “contracting any other liability or performing a disposal which based on one or more related legal acts, excluding the current commercial activity and renovations as well as investments recognised in the applicable annual material and financial plans – exceeds PLN 6,000,000 (six million)”, with the following wording:“contracting any other liability or performing a disposal which based on one or more related legal acts, excluding the current commercial activity and renovations as well as investments recognised in the applicable annual material and financial plans – exceeds the equivalent of one tenth of the share capital value”,
Current text:(deleted)
With reference to removal of the changes proposed in the articles No. 11 and 12, the article No. 13 receives No. 11 in previous wording:11. In § 33 par. 2 - adding a subpar. 14 with the following wording:“14) concluding a significant agreement with a related entity, excluding typical agreements, concluded under market terms, as part of the pursued operating activity”,
With reference to removal of the changes proposed in the articles No. 11 and 12, the article No. 14 receives No. 12 in previous wording:
Attachement: Draft of resolutions of the Extraordinary General Meeting-actualization.
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. convened for 19th November 2010.
Attachement: Draft of resolutions of the Extraordinary General Meeting.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., (“Company”) hereby convenes an Extraordinary General Meeting of Shareholders to be held at 12:00 on 19 November 2010 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 39 116 421. The said shares carry, on 19 November 2010, 39 116 421 votes.
AGENDA
1) Opening of the Meeting.2) Election of the Chairman of the Meeting and drawing up the register.3) Confirmation of the legality of the Meeting and its ability to pass resolutions. 4) Adopting the Agenda of the Extraordinary General Meeting of Shareholders.5) Election of the Vote Counting Commission.6) Adopting a resolution on the consent to establishing security of PLN 150,000,000 for an investment credit intended for financing the subscription for 30,000,000 new shares of B series of ZAK S.A. 7) Adopting resolutions on changes in the composition of the Supervisory Board.8) Passing amendments to the Company Statutes.9) Current information for Shareholders.10) Closing of the Extraordinary General Meeting of Shareholders.
Proposed amendments to the Company Statutes:
1. In § 1 - adding a new paragraph 3 with the following wording:“3. Company may use the name ‘Azoty Tarnów’ for commercial and marketing purposes”
2. Replacing the current wording of § 21 par. 2 subpar. 2):“adopting the Company’s Enterprise Organisational Rules and Regulations”, with the following wording:“approving the Organisational Rules and Regulations which govern the internal organisation of the Company’s Enterprise”3. Deleting the current wording of § 33 par. 1 subpar. 17):“approving the Company’s Enterprise Organisational Rules and Regulations”,
4. Replacing the current wording of § 33 par. 1 subpar. 21):“preparing a report on the Supervisory Board’s activity including the works of its committees evaluation of the Management Board’s works for the Ordinary General Meeting”, with the following wording:“preparing a report on the Supervisory Board’s activity including the works of its committees and the evaluation of the Management Board’s works for the Ordinary General Meeting”,
5. Replacing the current wording of § 33 par. 2 subpar. 1): “acquiring real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 400,000 (four hundred thousand), and not exceeding PLN 2,000,000 (two million), with the following wording:“acquiring real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding the equivalent of one twentieth of the share capital value.
6. Replacing the current wording of § 33 par. 2 subpar. 2): “disposing of and encumbering with limited rights in property of real estate, perpetual usufruct or shares in real estate with market value not exceeding PLN 200,000 (two hundred thousand)”,with the following wording:“disposing of and encumbering with limited rights in property of real estate, perpetual usufruct or shares in real estate with market value not exceeding the equivalent of one twentieth of the share capital value”.
7. Replacing the current wording of § 33 par. 2 subpar. 3): “acquiring fixed asset components other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding PLN 10,000,000 (ten million)”, with the following wording:“acquiring non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding the equivalent of one tenth of the value of property, plant and equipment in accordance with the latest financial statements approved by the General Meeting”,
8. Replacing the current wording of § 33 par. 2 subpar. 4): “disposing of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 800,000 (eight hundred thousand), and not exceeding PLN 10,000,000 (ten million)”,with the following wording:“disposing of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million), and not exceeding the equivalent of one tenth of the value of property, plant and equipment in accordance with the latest financial statements approved by the General Meeting”,
9. Replacing the current wording of § 33 par. 2 subpar. 5): “contracting conditional liabilities, including the Company’s furnishing guarantees and sureties and assuming liability for a foreign debt with value exceeding PLN 200,000 (two hundred thousand)”.with the following wording:“contracting conditional liabilities, including the Company’s furnishing guarantees and sureties and assuming liability for a foreign debt with value exceeding PLN 2,000,000 (two million)”.
10. Replacing the current wording of § 33 par. 2 subpar. 6): “issuing, accepting, furnishing guaranties for bills of exchange and endorsing bills of exchange with value not exceeding PLN 200,000 (two hundred thousand) on commission”,with the following wording:“issuing, accepting, furnishing guaranties for bills of exchange and endorsing bills of exchange with value not exceeding PLN 2,000,000 (two million) on commission”,
11. Replacing the current wording of § 33 par. 2 subpar. 7): “concluding a loan and/or borrowing agreement and issuing bonds, if the Company’s indebtness value from loans and borrowings together with the planned loan and/or borrowing exceeds PLN 40,000,000 (forty million)” with the following wording:“concluding a loan and/or borrowing agreement and issuing bonds, if the Company’s indebtness value from loans and borrowings together with the planned loan and/or borrowing exceeds the equivalent of one fourth of the Company’s share capital value.”
12. Replacing the current wording of § 33 par. 2 subpar. 8): “contracting any other liability or performing a disposal which based on one or more related legal acts, excluding the current commercial activity and renovations as well as investments recognised in the applicable annual material and financial plans – exceeds PLN 6,000,000 (six million)”, with the following wording:“contracting any other liability or performing a disposal which based on one or more related legal acts, excluding the current commercial activity and renovations as well as investments recognised in the applicable annual material and financial plans – exceeds the equivalent of one tenth of the share capital value”,
13. In § 33 par. 2 - adding a subpar. 14 with the following wording:“14) concluding a significant agreement with a related entity, excluding typical agreements, concluded under market terms, as part of the pursued operating activity”,
14. In § 47 - adding a new paragraph 3 with the following wording:“3. As long as the State Treasury or Nafta Polska S.A. is the owner of the Company’s shares which entitle to at least one fifth of the overall number of votes existing in the Company, the voting right of the Company’s shareholders shall be limited in that no-one of the said shareholders may cast more than one fifth of the overall number of votes existing in the Company on the General Meeting on the day of summoning of the General Meeting. The limitation of the voting right referred to in the preceding sentence shall not apply to the State Treasury and Nafta Polska S.A., nor to subsidiaries of the State Treasury and Nafta Polska S.A. For the purposes of this paragraph, the performance of the voting right by the parent company within the meaning of the Act of 29 July 2005 on public offer and conditions for introducing financial instruments to an organised trading system and on public companies (“Act on offer”) shall be deemed as the performance of the voting right by a subsidiary, with the parent company and the subsidiary understood also as each entity whose votes resulting from the Company’s shares owned directly or indirectly, respectively, are subject to accumulation with the votes of another entity or entities under principles specified in the Act on offer in connection with owning, disposing of or acquiring major packages of Company’s shares. A shareholder whose voting right has been limited shall retain the right to cast at least one vote in any case.”
15. Replacing the current wording of § 51 subpar. 9): “consenting to the purchase of real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 2,000,000 (two million)”, with the following wording:“consenting to the purchase of real estate, perpetual usufruct or shares in real estate with market value exceeding the equivalent of one twentieth of the share capital value”,
16. Replacing the current wording of § 51 subpar. 10): “disposing of and encumbering with limited property rights of real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 200,000 (two hundred thousand)”, with the following wording:“disposing of and encumbering with limited property rights of real estate, perpetual usufruct or shares in real estate with market value exceeding the equivalent of one twentieth of the share capital value”,
17. Replacing the current wording of § 51 subpar. 11): “consenting to the purchase, disposal of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding PLN 10,000,000 (ten million)”, with the following wording:“consenting to the purchase, disposal of and encumbering with limited property rights of non-current assets other than real estate, perpetual usufruct or shares in real estate with market value exceeding the equivalent of one tenth of the value of property, plant and equipment in accordance with the latest financial statements approved by the General Meeting”.
The current text of the Statutes can be found on the Company’s website.
Right to Attend the General Meeting
Pursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 3rd November 2010.
In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 22nd October 2010, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 4th November 2010 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments.
The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 16th, 17th and 18th November between 8.00 a.m. and 3.00 p.m. Shareholders may request the list be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by Proxy
Shareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons.
The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb## . Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and its proxy. The Company may undertake necessary steps to identify the shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.
The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of Shareholders
A shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 29th October 2010. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ Right to Submit Resolution Drafts A shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Extraordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic Communication
The Management Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.
Access to Documentation
Documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office after the approval of the Supervisory Board. Any comments made by the Management Board or opinions of the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith.
Website Address
Information on the General Meeting of Shareholders is available on our website: www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
With reference to current report No. 18/2010 of 27 July 2010, the Management Board of Zakłady Azotowe w Tarnowie Mościcach S.A. (hereinafter referred to as the “Issuer”) hereby informs about the conclusion of an agreement on subscribing for 30,000,000 (thirty million) shares of ZAK S.A. for a cash contribution.
Under the agreement concluded with ZAK S.A. with its registered office in Kędzierzyn – Koźle (hereinafter referred to as “ZAK S.A.”) on 20 October 2010 on subscribing for shares of ZAK S.A., the Issuer acquires 30,000,000 (thirty million) of new shares of B series with nominal value of PLN 5 (five) each, with total value of PLN 150,000,000 (one hundred fifty million), by way of private subscription, for the price equal to the nominal value of the shares.The recorded value in the Issuer’s accounting books of the acquired assets is PLN 150,000,000 (one hundred fifty million).The acquired assets were issued under the resolution of the General Meeting of ZAK S.A. of 29 June 2010, by increasing the ZAK S.A. share capital by PLN 150,000,000 (one hundred fifty million) by way of issuing 30,000,000 (thirty million) new shares of B series with nominal value of PLN 5 (five) each, with exclusion of the pre-emptive right of the ZAK S.A. shareholders with respect to all shares of the new issue of B series. The B series shares entitle for dividend for the year 2010.
Upon increasing the ZAK S.A. share capital, the number of shares owned by the Issuer of 30,000,000 (thirty million) will account for 52.62% of the ZAK S.A. share capital, and they will carry 30,000,000 (thirty million) votes at the General Meeting and account for 52.62% of the overall number of votes at the General Meeting. The subscription for 30,000,000 (thirty million) new shares of B series of ZAK S.A. shall be understood as a long-term deposit of the Issuer’s capital. The Issuer and ZAK S.A. are mutually related by common shareholders. Nafta Polska S.A. w likwidacji [in liquidation] owns 49.08% of the overall number of the Issuer’s shares and 80.00% of the overall number of ZAK S.A. shares. Upon increasing the ZAK S.A. share capital, this percentage will be equal to 37.90%. The State Treasury owns 3.45% of the overall number of the Issuer’s shares and 6.23% of the overall number of ZAK S.A. shares. Upon increasing the ZAK S.A. share capital, this percentage will be equal to 2.95%. Pursuant to the provisions of the agreement on subscribing for shares, the Issuer accepts the ZAK S.A. offer regarding the subscription for 30,000,000 (thirty million) new shares of B series with nominal value of PLN 5 (five) each, with total value of PLN 150,000,000 (one hundred fifty million) by way of private subscription, for the price equal to the nominal value of the shares, covering them in whole by a cash contribution. The B series shares shall participate in ZAK S.A. dividend for the year 2010. At the same time the Issuer consents to the wording of the ZAK S.A. statutes. The cash contribution shall be transferred by the Issuer to the ZAK S.A. bank account in two instalments, the first one amounting to PLN 50,000,000 (fifty million) within 7 days from the conclusion of the agreement, the second instalment amounting to PLN 100,000,000 (one hundred million) until 27 December 2010. The agreement obliges ZAK S.A. to carry out the necessary formalities required by law in order to obtain the entry of the share capital increase to the register of entrepreneurs, as well as to prepare the documents of B series shares and filing them to the deposit. The value of the subscribed shares exceeds 10% of the Issuer’s equity, which constitutes a criterion for deeming it a significant value.The Issuer’s Management Board informs also that acquisition of capital by way of an issue of shares or an issue of bonds with an option of exchange for shares is being contemplated as a means for financing the acquisition of the assets described above. The final financing variant will be chosen following a detailed analysis of costs of financing from each source and upon obtaining the consent of the corporate bodies. In short term, until funds from the above mentioned sources are obtained, the project will be financed by a bank loan.ZAK S.A. is one of the largest Great Chemical Synthesis enterprises in Poland. The production activity of this company is essentially pursued by two business units: Jednostka Biznesowa Nawozy [Fertilisers Business Unit] and Jednostka Biznesowa Oxoplast [Oxoplast Business Unit]. The company’s offer is oriented on the following economy sectors: agriculture, construction, chemical processing, plastics industry, with assortment covering a wide spectrum of nitrogenous fertilisers, plastifiers for plastics, in particular PVC and raw materials for the production thereof, OXO alcohols and phtalic anhydride.The acquisition of the assets described above aims at increasing the operations scale on the fertiliser and plastics market, with use of synergy in the areas including in particular operating adjustment, creation of a competitive fertiliser product portfolio with increased production effectiveness, profitability of fertiliser sales and distribution, as well as optimised ammonia and nitric acid production capacities.
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. makes the appended resolutions adopted at the Extraordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie-Mościcach S.A. held on 4th October 2010 available to the public.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
Attachement: Draft of resolutions of the Extraordinary General Meeting.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby encloses the list of shareholders holding at least 5% of the total votes at the Extraordinary General Meeting of Shareholders convened for 4th October 2010 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Extraordinary General Meeting of Shareholders as well as in the total number of shares.
Attachement: The List of Shareholders EGM 4.10.2010.
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. convened for 4th October 2010.
Attachement: Draft of resolutions of the Extraordinary General Meeting.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Company”) hereby convenes an Extraordinary General Meeting of Shareholders to be held at 12:00 on 4 October 2010 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 39 116 421. The said shares carry, on 4 October 2010, 39 116 421 votes.AGENDA1) Opening of the Meeting.2) Election of the Chairman of the Meeting and drawing up the register.3) Confirmation of the legality of the Meeting and its ability to pass resolutions. 4) Adopting the Agenda of the Extraordinary General Meeting of Shareholders.5) Election of the Vote Counting Commission.6) Passing a resolution on the approval to acquire the new emission shares of B series of ZAK S.A. by way of private subscription directed to Zakłady Azotowe w Tarnowie-Mościcach S.A. 7) Passing a resolution on the approval to sell up to 100% shares of Jednostka Ratownictwa Chemicznego Sp. z o.o.8) Passing a resolution on the approval to burden fixed asset components of the Company with limited rights in property as a guarantee of credit granted by PKO BP S.A. on the current account in the amount of 40,000,000.00 PLN, combined with virtual cash-pooling services rendered to the Capital Group of Azoty Tarnów.9) Passing a resolution on the approval to burden fixed asset components of the Company with limited rights in property as a guarantee of credit granted by Raiffeisen Bank Polska S.A. to finance a loan to ATT Polymers GmbH.10) Passing a resolution on the approval to burden fixed asset components of the Company with limited rights in property as a guarantee of credit granted by Raiffeisen Bank Polska S.A. to finance the investment task called “Hydrogen plant with a capacity of 8,000 Nm3/h.”11) Current information for Shareholders.12) Closing of the Extraordinary General Meeting of Shareholders.
Right to Attend the General Meeting
Pursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 18th September 2010.
In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 7th Deptember 2010, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 20th September 2010 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments.
The list of shareholders entitled to attend the Extraordinary General Meeting shall be displayed at the Company’s registered office at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 29th, 30th September and 1st October 2010 between 8.00 a.m. and 3.00 p.m. Shareholders may request the list be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to Attend the General Meeting by Proxy
Shareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons.
The shareholder’s proxy exercises all of the shareholder’s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb## . Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and its proxy. The Company may undertake necessary steps to identify the shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.
The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Extraordinary General Meeting of Shareholders
A shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Extraordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 13th September 2010. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Shareholders’ Right to Submit Resolution Drafts A shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Extraordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Extraordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.
Electronic Communication
The Management Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.Access to DocumentationThe full text of documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office after the approval of the Supervisory Board. Any comments made by the Management Board or opinions the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith. (pełny tekst polski:Pełny tekst dokumentacji, która ma być przedstawiona Walnemu Zgromadzeniu wraz z projektami uchwał będzie udostępniony w siedzibie Spółki po zaopiniowaniu przez Radę Nadzorczą. Uwagi Zarządu bądź opinie Rady Nadzorczej Spółki dotyczące spraw wprowadzonych do porządku obrad Walnego Zgromadzenia lub spraw, które mają zostać wprowadzone do porządku obrad przed terminem Walnego Zgromadzenia, będą dostępne na stronie internetowej Spółki, niezwłocznie po ich sporządzeniu)
Website AddressInformation on the General Meeting of Shareholders is available on our website: www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
With reference to Current Report No. 18/2010 of 27th July 2010, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. („Company”), hereby informs that on 7th September 2010 it took a resolution about accepting a motion to the General Meeting of Shareholders concerning the approval to acquire, by way of private subscription, 30,000,000 (thirty million) shares of ZAK S.A. at the emission price equal of the nominal value of the share, i.e. 5 (five) PLN each.
The Management Board also informs that the motion will be submitted for approval to the Supervisory Board.
The Management Board of Zakłady Azotowe w Tarnowie Mościcach S.A. (hereinafter referred to as Issuer) hereby informs that the value of total turnover with the PGNiG Capital Group in the period from 10th November 2009 to the date of the publication of this report amounted to the net value of PLN 136,1 million.
The above value exceeds 10% of the Issuer’s equity capital, which is the criterion to regard the sum of the turnover to be of material value. The invoice with the highest net value was the one of 31st March 2010 for the supply of high methane gas for technological purposes for the amount of PLN 10.725.423,69.The invoice comes from the agreement of 14th January 1999 concluded between the Issuer and PGNiG for the supply of high methane gas for technological purposes which was concluded for indefinite time and which sets technical conditions of gaseous fuel supply and offtake. The agreement specifies minimum amount of gaseous fuel – at the time of restricted supplies – which must be supplied to exclude the possibility of damaging the Issuer’s technological facilities as well as the terms and conditions of reducing or stopping the deliveries.In case PGNiG does not supply the amount of gas stipulated in the agreement, he is obliged to give the Issuer a discount and compensation in the charged fees. If the amount of taken gas is higher than the one stipulated in the agreement, the supplier shall charge an additional fee. If the amount of taken gas is smaller than the delivered quantity, the supplier shall charge an additional fee for not taken quantity. Failure to pay the fees results in charging statutory interest for each day of delay. The agreement accounts for the possibility of reselling the gaseous fuel by the Issuer to business entities formed as a result of the Issuer’s restructuring. The agreement can be terminated any time provided both parties intend to do so prior to a justified request filed at least 1 (one) year prior to the proposed time of termination; by way of 3 (three) years’ termination by either party; in case of force majeure – in next nine months; in case of non-fulfilment or inadequate fulfilment of the agreement by one of the parties (IPO Prospectus, page 302).In case of renouncing the agreement, the party which was the cause of renouncing shall cover the substantiated losses resulting directly from the event with the exclusion of lost benefits. Terms and conditions of the agreement do not provide for contractual penalties. Other terms and conditions do not differ from the market standards applied in this kind of agreements.
Further to Current Report No. 17/2010 of 20th July 2010, informing about the breakdown resulting from the force majeure, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“the Company”) hereby informs that the caprolactam production was resumed on 24th July 2010 and the full production capacity was attained on 3rd August 2010. Currently, the production line runs at the level of about 95% of its capacity.
The activities aiming at removing the effects of the breakdown and resuming the caprolactam production were performed according to the schedule presented in the previous Current Report. At the moment, the plant is operated with an immediately repaired sulphur combustion chamber. The refurbishment involving the exchange of the damaged furnace lining shall be started in September 2010, after the start-up of another boiler in which an evaporator is being exchanged. The costs of the repair shall be covered by an Insurer within the insurance policy of the Company’s fixed assets.
As a result of the temporary production cut, the Company decreased its caprolactam production by 3,076 t and ammonium sulphate – by 13,380 t, which accounts for about 3.16% of annual production capacity.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. („Issuer”), hereby informs that on 27th July 2010 it took a decision about accepting for examination and analysis the profitability of the offer of ZAK S.A., seated in Kędzierzyn, Poland.
According to the offer submitted by ZAK S.A., the Issuer is authorized to acquire 30,000,000 (thirty million) shares of B series, further to Article 433 section 2 of the Commercial Code by way of private subscription addressed to Zakłady Azotowe w Tarnowie-Mościcach S.A. The offer shall be accepted by possible signing an agreement for acquiring the shares of B series. The Resolution about the issue of the shares of B series was adopted by General Meeting of Shareholders of ZAK S.A. on 29th June 2010 by way of the share capital increase of ZAK S.A. by 150,000,000 (one hundred fifty million) PLN through the issue of 30,000,000 (thirty million) of new shares of B series with nominal value 5 (five) PLN each. The resolution excludes the whole pre-emptive right for the acquisition of the new shares for the shareholders of ZAK S.A. (exclusion of the pre-emptive right).Starting the examination of the offer, Zakłady Azotowe w Tarnowie-Mościcach S.A. expresses its interest in increasing the scale of operations in the fertilizer and plastics markets. In order to execute the process, the Issuer shall engage Advisors, who shall perform detailed due diligence in various areas of the operations of ZAK S.A.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that on 17th July 2010 a sulphur combustion chamber at the hydroxylamine sulphate plant of the Caprolactam Unit, within the company’s premises, was damaged which resulted in a temporary shut-down of the caprolactam production line, starting from 20th July 2010.
The damage, caused by the abrupt unsealing of the sulphur combustion chamber, results in a shut-down of the caprolactam production until 25th July 2010.
The above described incident did not bring about any casualties and the environment was not contaminated. Intensive work continues to remove the effects of the breakdown to resume the caprolactam production.
The start-up of the caprolactam manufacturing up to about 70% of the capacity is scheduled for 25th July 2010 while the resumption of the full capacity is foreseen for the end of the first week of August 2010.
Zakłady Azotowe w Tarnowie-Mościcach S.A. is Polish manufacturer of caprolactam (semi-product for polyamide 6) with the production capacity of 97,600 tons/year.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. („Company”) hereby announces that - as a supplement to Current Report No. 15/2010 of 23rd June 2010 on the Appointment of the Supervisory Board Members of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the 8th Term of Office - the newly appointed Chairwoman, Ms Marzena Piszczek, as well as the Members of the Supervisory Board, i.e. Ms Agnieszka Doroszkiewicz, Mr Jacek Lewandowski, Ms Ewa Lis, Mr Jacek Obłękowski and Mr Mirosław Potulski made statements according to which they do not conduct any business activities outside Zakłady Azotowe w Tarnowie-Mościcach S.A. which would be competitive to the business activities of the Company; the above mentioned persons do not participate in any competitive companies as partners in civil law partnerships, partnerships or as members of governing bodies in capital companies; neither do they participate as members of governing bodies in other competitive legal entities.
The statements also contain declarations of the newly appointed Members and Chairwoman of the Supervisory Board that none of the above mentioned persons is entered into the National Register of Insolvent Debtors pursuant to the Act on the National Register of Insolvent Debtors.
Furthermore, Mr Jacek Lewandowski, Mr Jacek Obłękowski and Mr Mirosław Potulski meet the criteria of independence as defined in Appendix 2 to the EU Commission Recommendation on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (Official Journal of EU L 52/52 of 2005).
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Company”) informs that on 23 June 2010 the Chairwoman and Members of the Company’s Supervisory Board were appointed for the 8th term of office by resolutions No. 22, 23, 24, 25 and 26 of the Ordinary General Meeting of Shareholders.
Ms Marzena Piszczek, the Chairwoman of the Supervisory Board of our Company in the previous term, was elected for another term of office. The Ordinary General Meeting of Shareholders appointed new Members of the Company’s Supervisory Board:Ms Agnieszka Doroszkiewicz, Mr Jacek Lewandowski, Mr Jacek Obłękowski and Mr Mirosław Potulski.
The resolutions became effective upon the date of passage.
Simultaneously, acting pursuant to § 16 section 2 of the Company’s Statutes, The Minister of State Treasury, appointed as of 23 June 2010 Ms Ewa Lis to the composition of the Supervisory Board for the 8th term of office by the letter of 22 June 2010, received by the Management Board of Zakłady Azotowe on 23 June 2010. Ms Ewa Lis was a Member also during the previous term of office.
Please find enclosed the curriculum vitae of the Chairwoman and the Members of the Supervisory Board of the 8th term of office.
Attachment: The curriculum vitae of the Chairwoman and the Members of the Supervisory Board of the 8th term of office.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby encloses the list of shareholders holding at least 5% of the total votes at the Ordinary General Meeting of Shareholders convened for 23rd June 2010 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Ordinary General Meeting of Shareholders as well as in the total number of shares.
Attachment: The List of Shareholders OMG 23.06.2010
The Managing Board of Zakłady Azotowe w Tarnowie - Mościcach S.A. makes the appended resolutions adopted at the Ordinary General Meeting of Shareholders of Zakłady Azotowe w Tarnowie - Mościcach S.A. held on 23rd June 2010 available to the public.
The Ordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Ordinary General Meeting of Shareholders.
Attachment: Resolutions adopted at the Ordinary General Meeting dated 23.06.2010.
The Managing Board of Zakłady Azotowe in Tarnow-Mościce S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Ordinary General Meeting of Zakłady Azotowe in Tarnow-Mościce S.A.convened for 23rd June 2010.
Attachment: Contents of the drafts of resolutions
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Company”) hereby convenes an Ordinary General Meeting of Shareholders to be held at 12:00 on 23rd June 2010 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (Main Building – conference room no. 57/58 on the first floor).
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 39 116 421. The said shares carry, on 23rd June 2010, 39 116 421 votes.AGENDA1) Opening of the Meeting.2) Election of the Chairman of the Meeting and drawing up the register.3) Confirmation of the legality of the Meeting and its ability to pass resolutions. 4) Adopting the Agenda of the Ordinary General Meeting of Shareholders. 5) Election of the Vote Counting Commission.6) Examination of the reports of the Supervisory Board pertaining to: - the evaluation of the Management Board’s report on the Company’s activities and the financial statement for the business year 2009, - the evaluation the Management Board’s motion to cover the net loss for 2009, - the evaluation of conforming by the Company to the standards of corporate governance in 2009, - the activities of the Supervisory Board in 2009, - the evaluation of the situation in the Company in 2009 considering the evaluation of the internal control system and risk management system. 7) Examination and approval of non-consolidated financial statement of the Company for the period from 1st January 2009 to 31st December 2009 and the Management Board’s report on the Company’s activities for the business year 2009. 8) Passing a resolution on covering the net loss for 2009. 9) Examination and approval of the consolidated financial statement of the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the period from 1st January 2009 to 31st December 2009 and the Management Board’s report on the Capital Group’s activities for the business year 2009.10) Examination of the Supervisory Board’s report on the evaluation of the consolidated financial statement of the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the period from 1st January 2009 to 31st December 2009 and the Management Board’s report on the Capital Group’s activities for the business year 2009.11) Passing resolutions on the fulfilment of statutory obligations by the Members of the Management Board for the period from 1st January 2009 to 31st December 2009.12) Passing resolutions on the fulfilment of statutory obligations by the Members of the Supervisory Board for the period from 1st January 2009 to 31st December 2009.13) Appointment of the Company’s Supervisory Board for the 8th term and appointment of the Chairman of the Supervisory Board. 14) Passing a resolution on the approval to buy fixed assets relating to the execution of investment task called “Hydrogen plant with a capacity of 8,000 Nm3/h”.15) Passing a resolution on the approval to buy fixed assets relating to the execution of investment task called “Expansion of Compounding – stages 1 and 2”. 16) Passing a resolution on the approval to sell unnecessary real estate of value above 200,000 (say: two hundred thousand) PLN.17) Passing a resolution on approval to sell 100% shares in PROReM Sp. z o.o., seated in Tarnów, Poland. 18) Passing a resolution on granting a supplementary benefit (jubilee payment) to the Chairman of the Board.19) Current information for Shareholders. 20) Closing of the Ordinary General Meeting of Shareholders. Right to Attend the General MeetingPursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 7th June 2010.In order to ensure the attendance in the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet not sooner than upon the calling of the General Meeting, i.e. not sooner than on 28th May 2010, and not later than on the first working day succeeding the day of registration of attendance at the General Meeting, i.e. not later than on 8th June 2010 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Ordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern trading in financial instruments.The list of shareholders entitled to attend the Ordinary General Meeting shall be displayed at the Company’s registered office at ul. Kwiatkowskiego 8 for three working days prior to the Meeting, i.e. on 18th, 21st and 22nd between 8.00 a.m. and 3.00 p.m. Shareholders may request the list be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at: ##lpact.ipgcdl#at#vgjeppodin.rdb.gxvwi## to Attend the General Meeting by ProxyShareholders may attend the Ordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons. The shareholder’s proxy exercises all of the shareholder’s rights at the Ordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Ordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement a template power of attorney has been made available in a downloadable electronic form on www.tarnow.grupaazoty.com. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the shareholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the principal’s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the shareholder acting as the principal must additionally provide a scan of an official copy of the proxy’s commercial register entry. Documents in a foreign language sent by electronic mail must be accompanied a relevant translation into Polish certified by a sworn translator. All of the documents referred to hereinabove must be sent to: ##lpact.ipgcdl#at#vgjeppodin.rdb## . Any shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the shareholder and its proxy. The Company may undertake necessary steps to identify the shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the shareholder and proxy in order to confirm the delegation of powers. Granting proxy by electronic mail does not require a safe electronic signature verified with a valid qualified certificate. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the above mentioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Ordinary General Meeting of the Company.
Shareholders’ Right to Request Placing Particular Items on the Agenda of the Ordinary General Meeting of Shareholders A shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the Agenda of the Ordinary General Meeting of the Company. Such a request, together with grounds thereof or a draft resolution on the proposed item of the Agenda must be submitted to the Management Board of the Company not later than 21 days prior to the scheduled day of the General Meeting, i.e. by 2nd June 2010. Such a request may be submitted in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. A shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Ordinary General Meeting draft resolutions on items on the Agenda or items which are to be placed on the Agenda of the Ordinary General Meeting. Such submission may be made in an electronic form to the Company’s electronic mail address: ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie-Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland. During the Ordinary General Meeting, each shareholder may propose draft resolutions on items on the Agenda. Such drafts must be proposed in the Polish language.Electronic Communication The Management Board of the Company does not provide for the possibility to attend and speak at the Ordinary General Meeting with the use of electronic means of communication. The Management Board does not allow voting by correspondence, nor by electronic means of communication.Access to Documentation The full text of documentation regarding the General Meeting along with drafts of the resolutions shall be made available at the Company’s registered office from the day of calling the General Meeting. Any comments made by the Management Board or the Supervisory Board as regards items on the Agenda of the General Meeting or items which are to be placed on the Agenda before the General Meeting, shall be available through the Company’s website forthwith. Website AddressInformation on the General Meeting of Shareholders is available on our website: www.tarnow.grupaazoty.com – Investor Relations/General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. („Issuer”), hereby informs that on 13th May 2010 it signed a Letter of Intent with Ciech S.A., seated at ul. Puławska 182, Warsaw, Poland.
On signing the Letter of Intent, the Parties declare their will to cooperate and conduct negotiations in good faith to prepare the offer and execute the project of acquiring by the Issuer from Ciech S.A. the shares of Gdańskie Zakłady Nawozów Fosforowych Fosfory Sp. z o.o. , seated in Gdańsk, Poland. On signing the Letter of Intent, Zakłady Azotowe w Tarnowie-Mościcach S.A. expresses its interest in acquiring the assets which is in line with its aim to increase the scope of operations in the fertilizer market.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. ("Company") hereby submits the list of all information defined in Article 56, section 1 of the Act on Public Offer and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies, submitted to the public by the company in 2009.
The Management Board wishes to inform that the originals of the reports are in the company’s registered office at ul. E. Kwiatkowskiego 8, Tarnów-Mościce, Poland. Also, all the reports are available both at the company’s website: www.tarnow.grupaazoty.com and that of PAP and WSE (Warsaw Stock Exchange): www.gpwinfostrefa.pl.
Attachment: The List of Reports Submitted to the Public in 2009
On 4th May 2010 the Management Board of Zakłady Azotowe w Tarnowie-Mościach S.A. (referred to as “Company”) was notified by Aviva Powszechne Towarzystwo Emerytalne Aviva BZ WBK S.A., seated in Warsaw, that as a result of the transactions of purchasing shares of Zakłady Azotowe w Tarnowie-Mościcach S.A., effected on 22nd April 2010, Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK (Aviva Open Pension Fund referred to as “Aviva OFE”) increased its share in the total number of votes in the Company to over 5%.
Before settling the above mentioned transactions, as at 26th April 2010, Aviva OFE held 1,900,000 shares of the Company accounting for 4.86% of the share capital (of issued shares) of the Company and entitling it to 1,900,000 votes at the General Meeting of Shareholders, which accounted for 4.86% of the total number of votes.
After effecting and settling the above mentioned transactions, as at 27th April 2010, Aviva OFE held 2,667,859 shares of the Company accounting for 6.82% of the share capital (of issued shares) of the Company and entitling it to 2,667,859 votes at the General Meeting of Shareholders, which accounted for 6.82% of the total number of votes.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as the Issuer) hereby informs that on 23rd April 2010 it received a notification from Ciech S.A., seated in Warsaw, that on 22nd April 2010 it effected a transaction in the Issuer’s shares. According to the notification, as a result of the stock exchange transaction (package transaction beyond the session) on 22nd April 2010 Ciech S.A. sold 2,560,000 Issuer’s shares accounting for 6.54% of the Issuer’s share capital.
Before the transaction, Ciech S.A. held 2,560,000 Issuer’s shares, accounting for 6.54% of the Issuer’s share capital. The shares entitled it to 2,560,000 votes, i.e. 6.54% of the total number of votes at the General Meeting of Shareholders. After the transaction, Ciech S.A. does not hold any Issuer’s shares.
Further to Current Report No. 16/2009 of 7th April 2009, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as Issuer or Company) hereby informs that yesterday, i.e. on 23rd February 2010, persons authorized to represent the Company signed Annex No. 6 (dated 21st December 2009) to Agreement No. 2005/UZS/10 (signed on 19th November 2004), concluded between the Issuer and Polski Koncern Naftowy Orlen S.A. based in Płock, Poland (Seller).
Annex No. 6 to the Agreement concerns the sale of raw materials: phenol, benzene and liquid suplhur by PKN Orlen S.A. to Zakłady Azotowe w Tarnowie-Mościcach S.A. in 2010 according to an agreed schedule as well as business terms and conditions. The estimated value of Annex No. 6 during the validity of the Agreement amounts to about PLN 140 million net. Frame Agreement No. 2005/UZS/10 does not provide for the application of contractual penalties in the amount of more than 10% of the contract value or the equivalent of the amount of EUR 200,000 expressed in PLN as per the average NBP exchange rate as at the date of concluding the Agreement; both parties reserve the right to seek compensation exceeding the amount of the calculated contractual penalties based on general terms and conditions. Terms and conditions of the concluded Annex do not provide for the application of additional contractual penalties. Other terms and conditions of the Annex do not differ from the market standards applied in this kind of agreements, particularly as for reserving suspension and termination terms and conditions or dates. The signed Annex conforms to the criterion of a material agreement, i.e. its estimated value PLN 140 million exceeds 10% of the Issuer’s equity capital.
The Board of Zakłady Azotowe w Tarnowie - Mościcach S.A. informs that on 15th February 2010 the resignation from the position of the member of the Supervisory Board has been delivered personally to the Chairman of the Board of the Issuer by Mr Krzysztof Pienkowski.
Further to Current Report No. 3/2010 of 28th January 2010, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA hereby notifies that the publication date of the periodical report for Q4 2009 has been changed. The report will be submitted on 19th February 2010 instead of 26th February 2010.
Considering the above, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA hereby again notifies of the publication dates of periodical reports in the financial year 2010:
1. Quarterly reports:
- extended consolidated report for Q4 2009 – 19th February 2010- extended consolidated report for Q1 2010 – 17th May 2010- extended consolidated report for Q3 2010 – 12th November 2010
2. Half-yearly reports:
- extended consolidated report for the 1st half of 2010 – 31st August 2010
3. Annual reports:
- non-consolidated annual report for 2009 – 30th April 2010 - consolidated annual report for 2009 – 30th April 2010
At the same time the Management Board states that according to paragraph 83, point 1 of Act of Minister of Finance dated 19th February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes) (hereinafter: “Act”), the Company will not publish separate quarterly reports. Consolidated quarterly reports will include quarterly financial information.
Furthermore, the Board informs that the Company will not publish a quarterly report and consolidated quarterly report for the second quarter 2010 according to the regulation paragraph 101, point 2 of the Act. The Company will also not publish a separate half-yearly report according to paragraph 83, point 3 of the Act.
Management Board of Zaklady Azotowe w Tarnowie-Moscicach SA hereby notifies of the publication dates of periodical reports in the financial year 2010
1. Quarterly reports:
- extended consolidated report for Q4 2009 – 26th February 2010- extended consolidated report for Q1 2010 – 17th May 2010- extended consolidated report for Q3 2010 – 12th November 2010
2. Half-yearly reports:
- extended consolidated report for the 1st half of 2010 – 31st August 2010
3. Annual reports:
- non-consolidated annual report for 2009 – 30th April 2010 - consolidated annual report for 2009 – 30th April 2010
At the same time the Board states that according to paragraph 83, point 1 of Act of Minister of Finance dated 19th February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. of 2009, No. 33, item 259 with further changes) (hereinafter: “Act”), the Company will not publish separate quarterly reports. Consolidated quarterly reports will include quarterly financial information.
Furthermore, the Board informs that the Company will not publish a quarterly report and consolidated quarterly report for the second quarter 2010 according to the regulation par. 101, point 2 of the Act.The Company will also not publish a separate half-yearly report according to par. 83, point 3 of the Act.
Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as the Issuer) hereby informs that on 26th January 2010 it received from a Member of the Supervisory Board of the Issuer, a notice drawn pursuant to Article 160, paragraph 1 of Act on Trading in Financial Instruments (Dz. U. No. 183, item 1538 with further changes) notifying about transactions on bearer ordinary shares of the Issuer effected by the above mentioned person in 2009, the total value of which does not exceed the equivalent of EUR 5,000.
The shares in the amount of 340, as described above, were acquired by the indicated person on 17th September 2009 by way of a donation agreement concluded in Tarnów beyond adjusted market. The parties of the transaction determined the total value of the donation for PLN 5,004.00, which is PLN 14.72 per share.
The obliged person refused his consent for the publication the personal data.
Management Board of Zakłady Azotowe w Tarnowie-Moscicach S.A. (hereinafter referred to as the Issuer) hereby informs that on 21st January 2010 it received from Mr Jan Wais, a Member of the Supervisory Board of the Issuer, a notice drawn pursuant to Article 160, paragraph 1, of Act on Trading in Financial Instruments (Dz. U. No. 183, item 1538 with further changes) notifying about transactions on bearer ordinary shares of the Issuer effected by the above mentioned person in 2009, the total value of which does not exceed the equivalent of EUR 5,000.
590 shares, as described above, were sold on 29th July 2009 during the common stock exchange session on the Warsaw Stock Exchange main market at the price of PLN 16.00 per share.
The Management Board of Zakłady Azotowe in Tarnow-Mościce S.A. hereby encloses the list of shareholders holding at least 5% of the total votes at the Extraordinary General Meeting of Shareholders convened for 15th December 2009 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Extraordinary General Meeting of Shareholders as well as in the total number of shares
Attachment: The List of Shareholders holding over 5per cent shares at the EGM 15.12.2009
The Managing Board of Zakłady Azotowe w Tarnowie - Mościcach S.A. makes the appended resolutions adopted at the Special General Meeting of Shareholders held on 15 December 2009 available to the public.
The Special General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Special General Meeting of Shareholders.
Attachment: Resolutions of the Special General Meeting of Shareholders of Zakłady Azotowe w Tarnowie - Mościcach S.A. 15 12 2009
The Managing Board of Zakłady Azotowe in Tarnow-Mościce S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe in Tarnow-Mościce S.A.convened for 15th December 2009.
Legal basis: § 38 subparagraph 1 point 3 of the Ordinance of the Minister of Finance dated 19th February 2009 on current and interim information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws No. 33, item 259).
Attachment: Draft resolutions of the EGM 15.12.2009
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. calls an Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. for 15th December 2009 at 12.00 in Tarnów, ul. Kwiatkowskiego 8, in conference hall No. 57/58, 1st floor.
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 39 116 421. The said shares carry, on 15th December 2009, 39 116 421 votes.AGENDA:1. Convening the Meeting.2. Electing of the Chairman of the Meeting and drawing up the register.3. Confirming the legality of the Meeting and its ability to pass resolutions.4. Adopting the agenda of the Extraordinary General Meeting of Shareholders.5. Electing Vote Counting Commission.6. Passing a resolution on approval for the Company to grant to Gujarat State Fetilisers & Chemical Limited (GSFC), having a seat in India, licence and transfer (for consideration) of “Cyclopol Bis” Process to modernize the existing cyclohexane oxidation plant based on “Cyclopol”.7. Passing a resolution on approval to buy 100% shares in Unylon Polymers GmbH having a seat in Guben (Germany).8. Current information for Shareholders.9. Closing the Extraordinary General Meeting of Shareholders.
Right to attend General Meeting Pursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders at 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 29th November 2009. In order to ensure attendance at the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet no sooner than upon the calling of the General Meeting, i.e. no sooner than on 19th November 2009, and no later than on the first working day succeeding the day of registration of attendance, i.e. no later than on 30th November 2009 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern 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 for three working days prior to the Meeting, i.e. on 10th, 11th and 14th December 2009 between 8.00 a.m. and 3.00 p.m. Shareholders may request the list be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to attend General Meeting by proxyShareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons. The proxy exercises all of the shareholder,s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented. The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement on www.tarnow.grupaazoty.com a downloadable electronic form with a template power of attorney has been made available. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the sharholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the Shareholder acting as the principal must additionally provide a scan of an official copy of the principal,s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the Shareholder acting as the principal must additionally provide a scan of an official copy of the proxy,s commercial register entry. Any documents provided by electronic means must be translated into the Polish language by a certified translator. All of the documents referred to hereinabove must be sent to ##lpact.ipgcdl#at#vgjeppodin.rdb##. Any Shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the Shareholder and its proxy. The Company may undertake necessary steps to identify the Shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the Shareholder and proxy in order to confirm the delegation of powers. The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the abovementioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders rightsA shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the agenda of the Extraordinary General Meeting of the Company. Such request, together with grounds therefore or a draft resolution on the proposed item of the agenda must be submitted to the Managing Board of the Company no later than 21 days prior to the scheduled day of Meeting, i.e. by 24 November 2009. Such request may be submitted in electronic form to the Company,s electronic mail address ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie – Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów. A shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the agenda or items which are to be placed on the agenda of the Extraordinary General Meeting. Such submission may be made in electronic form to the Company’s electronic mail address ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie – Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów. Each shareholder may propose during the Extraordinary General Meeting draft resolutions on items on the agenda. Such drafts must be proposed in the Polish language.
Electronic communication The Managing Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Managing Board does not allow voting by correspondence, nor by electronic means of communication. Access to documentation Information regarding the General Meeting together with draft resolutions will be available through the Company’s website at www.tarnow.grupaazoty.com. The full documentation regarding the General Meeting will be made available at the Company’s registered office from the day of calling of the General Meeting. Any comments made by the Managing Board or the Supervisory Board as regards items on the agenda of the General Meeting or items which are to be placed on the agenda before the General Meeting, will be available through the Company’s website forthwith. Legal basis: §38 subparagraph 1 point 1 of the Ordinance of the Minister of Finance of 19th February 2009 on current and interim information published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state (Journal of Laws No. 33 item 259).
The Management Board of Zakłady Azotowe w Tarnowie Mościcach S.A. (hereinafter referred to as Issuer) hereby informs that the value of total turnover with the PGNiG Capital Group in the period from 19th December 2008 to the date of the publication of this report amounted to the net value of PLN 151.1 million.
The above value exceeds 10% of the Issuer’s equity capital, which is the criterion to regard the sum of the turnover to be of material value.
The invoice with the highest net value was the one of 31st March 2009 for the supply of high methane gas for technological purposes for the amount of PLN 11,510,201.61.
The invoice comes from the agreement of 14th January 1999 concluded between the Issuer and PGNiG for the supply of high methane gas for technological purposes which was concluded for indefinite time and which sets technical conditions of gaseous fuel supply and offtake. The agreement specifies minimum amount of gaseous fuel – at the time of restricted supplies – which must be supplied to exclude the possibility of damaging the Issuer’s technological facilities as well as the terms and conditions of reducing or stopping the deliveries. In case PGNiG does not supply the amount of gas stipulated in the agreement, he is obliged to give the Issuer a discount and compensation in the charged fees. If the amount of taken gas is higher than the one stipulated in the agreement, the supplier shall charge an additional fee. If the amount of taken gas is smaller than the delivered quantity, the supplier shall charge an additional fee for not taken quantity.Failure to pay the fees results in charging statutory interest for each day of delay. The agreement accounts for the possibility of reselling the gaseous fuel by the Issuer to business entities formed as a result of the Issuer’s restructuring. The agreement can be terminated any time provided both parties intend to do so prior to a justified request filed at least 1 (one) year prior to the proposed time of termination; by way of 3 (three) years’ termination by either party; in case of force majeure – in next nine months; in case of non-fulfilment or inadequate fulfilment of the agreement by one of the parties (IPO Prospectus, page 302). In case of renouncing the agreement, the party which was the cause of renouncing shall cover the substantiated losses resulting directly from the event with the exclusion of lost benefits.Terms and conditions of the agreement do not provide for contractual penalties. Other terms and conditions do not differ from the market standards applied in this kind of agreements.
The Management Board of Zakłady Azotowe in Tarnow-Mościce S.A. hereby encloses the list of shareholders holding at least 5% of the total votes at the Extraordinary General Meeting of Shareholders convened for 21st October 2009 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Extraordinary General Meeting of Shareholders as well as in the total number of shares.
Attachment: The List of Shareholders holding over 5% shares
The Managing Board of Zakłady Azotowe w Tarnowie - Mościcach S.A. makes the appended resolutions adopted at the Special General Meeting of Shareholders held on 21 October 2009 available to the public.
The Special General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Special General Meeting of Shareholders. Data aktualizacji: 2010-09-04 22:33
Attachment: Resolution No. 1 of the Special General Meeting of Shareholders of Zakłady Azotowe w Tarnowie - Mościcach S.A.of 21 October 2009
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. would like to publish the enclosed draft resolutions, which will be tabled to the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A.convened for 21st October 2009.
Legal basis: § 38 subparagraph 1 point 3 of the Ordinance of the Minister of Finance dated 19th February 2009 on current and interim information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws No. 33, item 259).
Attachment: Draft resolutions of the EGM 21.10.2009
The Managing Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. calls an Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. for 21 October 2009 at 12.00 in Tarnów, ul. Kwiatkowskiego 8, in conference hall No. 57/58, 1st floor.
The total number of shares in Zakłady Azotowe w Tarnowie-Mościcach S.A. is 39 116 421. The said shares carry, on 21st October 2009, 39 116 421 votes.
AGENDA:
1. Opening of Meeting.2. Election of Chair and record of attendance.3. Confirmation whether Meeting has been duly convened and may pass resolutions.4. Approval of agenda.5. Appointment of Ballot Counting Committee.6. Passing of resolution on approval for purchase of fixed assets within the course of investment project "Modernisation of switching stations in Zakłady Azotowe w Tarnowie-Mościcach S.A.".7. Passing of resolution on approval for purchase of fixed assets within the course of investment project „System for complex ash removal from EC-II boilers”.8. Passing of resolution on approval for sale of 100% shares in ZBACH Sp. z o.o. 9. Current information for Shareholders.10. Meeting close.
Right to attend General MeetingPursuant to Article 406 § l of the Commercial Partnerships and Companies Code the right to attend the General Meeting of the Company is vested in persons who are shareholders at 16 days prior to the date of the General Meeting (day of registration for the General Meeting), i.e. on 5th October 2009.
In order to ensure attendance at the General Meeting, shareholders entitled in respect of paperless bearer shares must request - yet no sooner than upon the calling of the General Meeting, i.e. no sooner than on 24th September 2009, and no later than on the first working day succeeding the day of registration of attendance, i.e. no later than on 6th October 2009 - the entity maintaining the securities account to issue a personal certificate of the right to attend the Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. Such certificates of right to attend the General Meeting shall be the basis for the lists provided to the entity maintaining the securities deposit in compliance with the provisions which govern 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 for three working days prior to the Meeting, i.e. on 16th, 19th and 20th October 2009 between 8.00 a.m. and 3.00 p.m. Shareholders may request the list be sent via electronic mail, free of charge, by supplying their electronic mail address to the Company at ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to attend General Meeting by proxy
Shareholders may attend the Extraordinary General Meeting of the Company and exercise their right to vote in person or by proxy. Representatives of legal persons must produce valid official copies of relevant commercial register entries listing individuals authorised to represent such legal persons.The proxy exercises all of the shareholder,s rights at the Extraordinary General Meeting of the Company, unless the power of attorney states otherwise. The proxy may grant further powers of attorney, if authorised to do so by the power of attorney. The proxy may represent more than one shareholder and vote differently exercising the rights of every shareholder represented.
The power of attorney to attend Extraordinary General Meeting of Zakłady Azotowe w Tarnowie-Mościcach S.A. and to exercise the right to vote must be made in writing or by electronic means. From the day of publishing this announcement on www.tarnow.grupaazoty.com a downloadable electronic form with a template power of attorney has been made available. The Company must be notified of electronic power of attorney by electronic means of communication. Together with the notice of electronic power of attorney, the shareholder must provide a scan of the powers granted and scans of identity cards, passports or other identity documents of the sharholder (principal) and authorised proxy. If the powers of attorney are given by a legal person or an organisational entity, referred to in Article 33l of the Civil Code, the Shareholder acting as the principal must additionally provide a scan of an official copy of the principal,s commercial register entry. If the proxy is a legal person or an organisational entity referred to in Article 331 of the Civil Code, the Shareholder acting as the principal must additionally provide a scan of an official copy of the proxy,s commercial register entry. Any documents provided by electronic means must be translated into the Polish language by a certified translator. All of the documents referred to hereinabove must be sent to ##lpact.ipgcdl#at#vgjeppodin.rdb##. Any Shareholder who sends a notice of power of attorney automatically provides the Company with an electronic address at which the Company may contact the Shareholder and its proxy. The Company may undertake necessary steps to identify the Shareholder and its proxy. Such verification may consist in a return inquiry by telephone or electronic mail to the Shareholder and proxy in order to confirm the delegation of powers.
The rules for identification of the principal shall apply mutatis mutandis to the notice of revocation of the powers granted sent to the Company. The notice of power of attorney and revocation of power of attorney does not produce legal effects for the Company unless compliant with the requirements set out above.The choice of the manner to appoint the proxy rests with the Shareholder and the Company shall take no responsibility for any mistakes in filling out the form and for any actions of third parties exercising the powers of attorney. Electronic submission of the abovementioned documents does not remove the obligation of the proxy to produce identification at recording attendance of persons entitled to attend the Extraordinary General Meeting of the Company.
Shareholders rightsA shareholder or shareholders representing at least one twentieth of the share capital have the right to request that particular items be placed on the agenda of the Extraordinary General Meeting of the Company. Such request, together with grounds therefor or a draft resolution on the proposed item of the agenda must be submitted to the Managing Board of the Company no later than 21 days prior to the scheduled day of Meeting, i.e. by 30 September 2009. Such request may be submitted in electronic form to the Company,s electronic mail address ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie – Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów. A shareholder or shareholders representing at least one twentieth of the share capital have the right to submit before the day of the Extraordinary General Meeting draft resolutions on items on the agenda or items which are to be placed on the agenda of the Extraordinary General Meeting. Such submission may be made in electronic form to the Company,s electronic mail address ##lpact.ipgcdl#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Zakładów Azotowych w Tarnowie – Mościcach S.A., ul. Kwiatkowskiego 8, 33-101 Tarnów.Each shareholder may propose during the Extraordinary General Meeting draft resolutions on items on the agenda. Such drafts must be proposed in the Polish language.
Electronic communication
The Managing Board of the Company does not provide for the possibility to attend and speak at the Extraordinary General Meeting with the use of electronic means of communication. The Managing Board does not allow voting by correspondence, nor by electronic means of communication.
Access to documentationInformation regarding the General Meeting together with draft resolutions will be available through the Company,s website at www.tarnow.grupaazoty.com. The full documentation regarding the General Meeting will be made available at the Company,s registered office from the day of calling of the General Meeting. Any comments made by the Managing Board or the Supervisory Board as regards items on the agenda of the General Meeting or items which are to be placed on the agenda before the General Meeting, will be available through the Company,s website forthwith.Legal basis: §38 subparagraph 1 point 1 of the Ordinance of the Minister of Finance of 19th February 2009 on current and interim information published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state (Journal of Laws No. 33 item 259).
The Management Board of the Zaklady Azotowe w Tarnowie – Moscicach S.A. hereby reports that on August 31st 2009 published – via the ESPI system (the electronic disclosure system issuers listed in Poland) – the complete set of documents comprising the Consolidated Semi –Annual Report of the Zaklady Azotowe w Tarnowie – Moscicach S.A. Capital Group for the six months ended June 30th 2009.
By mistake we used the PS form (Consolidated Semi – Annual Report) instead of the PSr form (Extended Consolidated Semi – Annual Report).
The Management Board of Zaklady Azotowe w Tarnowie – Moscicach S.A. hereby informs that on19th August 2009 the company received the decision of the Ditrict Court in Krakow-Srodmiescie, the Commercial Section of the National Court Register, about the amendments to the Articles of Association of the company which were registered on 7th August 2009 and adopted by resolutions No. 34 and 35 of Ordinary General Meeting of Zaklady Azotowe w Tarnowie – Moscicach S.A. on 26th June 2009.
Resolutions obligatory so far and the contents of resolved amendments to the company’s Articles of Association were published in Current Report No. 19/2009 on 1st June 2009. In connection with implementation of the amendments the new uniform text of the Articles of Association has been made which is the attachement to the present report.
Attachment: Statutes
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby encloses the list of shareholders holding at least 5% of the total votes at the Ordinary General Meeting of Shareholders convened for 26th June 2009 with a number of votes corresponding to the number of shares and the percentage proportion in the number of votes at the very Ordinary General Meeting of Shareholders as well as in the total number of shares
Attachment: The List of Shareholders holding over 5% shares in pdf
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby submits for public disclosure resolutions adopted at the Ordinary General Meeting held on 26.06.2009.
During the proceedings at the Ordinary General Meeting, a motion was tabled to delete Item 9 of the agenda. That motion was rejected.
As the General Meeting is not required to approve reports of the Supervisory Board, the Chairperson of the Meeting table a motion on behalf of the Shareholder, Nafta Polska S.A., to skip over the voting on Items 9 and 13 of the agenda regarding the following resolutions:
- Approval of the Supervisory Board’s report on evaluation of the Management Board’s report on operations of the Company and on financial statements for the previous financial year with respect to their compliance with the books, documents and facts;
- Approval of the Supervisory Board’s report on evaluation of the Management Board’s proposal regarding the division of net profit for 2008 and the payment of accumulated loss;
- Approval of the Supervisory Board’s report for the Ordinary General Meeting for 2008 as made in compliance with § 33 (1) (2) and (22) of the Articles of Association of the Company;
- Approval of the activity report of the Supervisory Board of Zakłady Azotowe w Tarnowie – Mościcach S.A. in the period from 1 January 2008 to 31 December 2008; and
- Approval of the Supervisory Board’s report on evaluation of the consolidated financial statements of the Capital Group of Zakłady Azotowe w Tarnowie – Mościcach SA for the period from 1.01.2008 to 31.12.2008, and the 2008 report of the Capital Group.
The above motion was granted by the Ordinary General Meeting.
During the proceedings at the Ordinary General Meeting, the proxy representing two shares at the Meeting made objections against Resolution 7 which was adopted.
Attachment: Resolutions adopted at the Ordinary General Meeting on 26.06.2009 in pdf
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that on 26th June 2009 the Ordinary General Shareholders Meeting passed a resolution on the dividend payment from profit for 2008.
1. The amount assigned for the dividend payment equals PLN 39,898,749.42.2. Dividend value per 1 share amounts to PLN 1.02.3. The dividend covers all the shares of the company, i.e. 39,116,421 shares. 4. 26th June 2009 is the dividend date. 5. The dividend will be paid out in two instalments:31st August 2009 – the payment of the first instalment in the amount of PLN 13,299,583.14, i.e. PLN 0.34 per share.6th November 2009 – the payment of the second instalment in the amount of PLN 26,599,166.28, i.e. PLN 0.68 per share.
The Management Board of Zaklady Azotowe w Tarnowie-Mościcach S.A. hereby submits to the public contents of the drafts of resolutions passed by the Ordinary General Meeting of Shareholders of Zaklady Azotowe w Tarnowie-Mościcach S.A. convened to be held on 26th June 2009 along with their justification.
Enclosed please find contents of the drafts of resolutions and their justification.
Attachment: Contents of the drafts of resolutions and justification in pdf
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA (hereinafter referred to as “Azoty Tarnów” or “the Issuer”) hereby informs that on 1st June 2009 it was notified by the Japanese company Mitsubishi Corporation (hereinafter referred to as “MC”) about with the signing of an Agreement for the sale of ERU’s (ERPA contract) between MC (“the Seller”) and the final purchaser. The terms and conditions of the relevant Agreement are accepted by Azoty Tarnów.
The Agreement entered into force on 1st June 2009. On the basis of this Agreement Azoty Tarnów together with Mitsubishi Corporation shall sell the whole volume of ERU’s generated in the years 2008-2012. The estimated income of ZAT calculated at the date of the material Agreement should be about 135 mln PLN.
The Issuer informed about the signing of the significant Agreement on reducing emissions of nitrous oxide from the nitric acid plant at Azoty Tarnów in the years 2008-2012 in the Current Report No. 24/2008 of 5th July 2008.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby convenes an Ordinary Meeting of Shareholders to be held at 12:00 on 26th June 2009 at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, (Main Building – conference room no. 57/58).
Agenda of the Ordinary General Meeting of Shareholders:
1) Opening of the Meeting.2) Election of the Chairman of the Meeting and drawing up the register.3) Confirmation of the legality of the Meeting and its ability to pass resolutions. 4) Election of the Vote Counting Commission. 5) Adopting the agenda of the Ordinary General Meeting of Shareholders. 6) Passing resolutions on the approval of the individual financial statement of the company for the period from 1st January 2008 to 31st December 2008 and individual report on the Management Board’s activities for the period from 1st January 2008 to 31st December 2008. 7) Passing a resolution on covering the losses for previous years being the result of the correction of errors from the previous years connected with the change of accounting rules. 8) Passing a resolution on the distribution of profit generated by the company in 2008. 9) Passing resolutions on accepting reports of the Supervisory Board drawn up pursuant to § 33 paragraph 1 items 8, 20, 21 and 22 of the Articles of Association. 10) Passing resolutions on the fulfilment of statutory obligations by the Members of the Supervisory Board for the period from 1st January 2008 to 31st December 2008. 11) Passing resolutions on the fulfilment of statutory obligations by the Members of the Management Board for the period from 1st January 2008 to 31st December 2008. 12) Passing resolutions on accepting the consolidated financial statement for the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the period from 1st January 2008 to 31st December 2008 and the Management Board’s report on the activities of the Capital Group for the period from 1st January 2008 to 31st December 2008.13) Passing resolution on changes to the Articles of Association. 14) Passing a resolution on the Regulations of the General Meeting of Shareholders. 15) Passing a resolution on the acceptance of the execution of the Programme for the disposal of the company’s redundant real estate. 16) Current information for Shareholders. 17) Closing of the Ordinary General Meeting of Shareholders.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby submits a draft of changes in the Articles of Association. The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that the written documents relating to the issues covered by the agenda shall be made available to Shareholders in the company’s headquarters starting from 19th June 2009. The General Meeting of Shareholders is open for participation to all shareholders who shall submit in the company - at least a week before the date of the Meeting - a registered certificate issued by the entity running his broker’s account, stating the number of the owned shares and information that the shares have been blocked on the account until the General Meeting of Shareholders has been closed.
Attachment: Suggested changes to the articles of association in pdf
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby submits the list of all information defined in Article 56, section 1 of the Act on Public Offer and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies, submitted to the public by the company in 2008.
The Management Board wishes to inform that the originals of the reports are in the company’s registered office at ul. E. Kwiatkowskiego 8, Tarnów-Mościce, Poland. Also, all the reports are available both at the company’s website: www.tarnow.grupaazoty.com and that of PAP and WSE (Warsaw Stock Exchange): www.gpwinfostrefa.pl.
Attachment: Reports for 2008
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as Azoty Tarnów), hereby informs that on 30th April 2009 Polimex-Mostostal S.A. (hereinafter referred to as PM), Polskie Górnictwo Naftowe i Gazownictwo S.A. (hereinafter referred to as PGNiG), Tauron Polska Energia S.A. (hereinafter referred to as Tauron) and Zakłady Azotowe w Tarnowie-Mościcach S.A. signed a Letter of Intent concerning a joint undertaking of constructing a new heat and power station plant with the with the power output of 200 MW, producing energy on the basis of natural gas as well as the modernization of the existing power plant with the power output of 65 MW, which is located on the premises of Azoty Tarnów.
The signatory parties to the joint undertaking shall undertake the following tasks:
Polimex-Mostostal S.A.:- developing a concept and technical assumptions- drawing up the variants of financing the investment- possible execution of the planned investment and modernization - possible taking over the function of the operator of the new power plant
PGNiG SA:- analysing the possibility of supplying natural gas to the new power plant
Tauron Polska Energia S.A.:- drawing up terms and conditions of taking the surplus of electric energy
Zakłady Azotowe w Tarnowie-Mościcach S.A.: - making an analysis of the possibility of separating the power plant belonging to Azoty Tarnów- developing the concept of cooperation with the city of Tarnów in taking the heat- taking the heat and electric energy for the new plant
Polish power industry calls for high financial expenditure relating to the necessity of adapting to the European Union regulations (reduction of gas emission), upgrading the efficiency and amount of the energy production. It is anticipated that there will be a shortage of electric energy in the power market and the necessity to invest in new production capacity.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A (hereinafter referred to as „Issuer” or „Company”) hereby informs that yestarday the company received Annex No. 5 (signed on 27th December 2008) to Agreement No. 2005/UZS/10 (signed on 19th November 2004), concluded between the Issuer and Polski Koncern Naftowy Orlen S.A. (hereinafter referred to as “Seller”) with headquarters in Płock, Poland.
Annex No. 5 to the aforementioned Agreement covers the sale of raw materials: phenol, benzene and liquid sulphur by PKN Orlen S.A. to Zakłady Azotowe w Tarnowie-Mościcach S.A. in 2009 as per agreed timetable and business terms. The estimated value of Annex No. 5 during the validity of the Agreement amounts to about PLN 49 million net and has the highest value out of Agreements/Annexes signed between the Issuer and the Seller from the time Zakłady Azotowe w Tarnowie-Mościcach S.A. is subject to the disclosure requirement, i.e. from 19th June 2008 until yesterday. The frame Agreement No. 2005/UZS/10 does not provide either for the application of contractual penalties exceeding 10 % of the contract value or for the equivalent of Euro 200,000 expressed in PLN according to the average NBP (National Bank of Poland) exchange rate published on the day of concluding the Agreement and the Parties reserve the right to claim for damages under general terms and conditions exceeding the amount of the charged contractual penalties. The terms and conditions of the signed Annex do not provide for additional contractual penalties. Other terms and conditions do not differ from the market standards applied in this kind of Agreements. The Agreement and the Annexes are considered to be material due to the fact that the value of turnover between the Capital Group of Zaklady Azotowe w Tarnowie-Moscicach S.A. with the Capital Group PKN Orlen S.A. from the day of conforming to the disclosure requirement, i.e. from 19th June 2008 until yesterday, together with the estimated value of Annex No. 5, exceeded 10% equity capital of the Issuer and amounts to about PLN 154 million net.
Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that on 31st March 2009 Supervisory Board of the company, acting in accordance with § 33 paragraph 1 item 10 of the Articles of Association (Resolution no. 141/VII/2009) and further to the binding professional regulations and standards, selected an entity authorized to review financial statements of the company which will include:
- reviewing half-yearly and auditing annual financial statements of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the financial years 2009-2011,
- reviewing half-yearly and auditing annual financial consolidated statements of the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the financial years 2009 - 2011.
The entity selected to conduct the above mentioned audits is Deloitte Audyt Sp. z o. o. with registered office at ul. Piękna 18, Warsaw, Poland, and with a local office at Al. Armii Krajowej 16, Cracow, Poland. The company is entered on the list of entities authorized to audit financial statements under no. 73.
The Agreement with Deloitte Audyt Sp. z o. o. is to be concluded for the period which will allow it to carry out the review and audit the above mentioned financial statements of Zakłady Azotowe w Tarnowie-Mościcach S.A. and its Capital Group.
Currently, Deloitte Audyt Sp. z o. o. is in the course of auditing annual financial statement of Zakłady Azotowe w Tarnowie-Mościcach S.A. and auditing annual consolidated financial statement of the Capital Group for the financial year 2008 as well as source materials with a full method and auditing reporting package for 2008 drawn up for the needs of consolidation of the Capital Group of Nafta Polska S.A.
Deloitte Audyt Sp. z o. o. did not carry out other audits of financial statements for the previous 5 years 2003-2007 either for Zakłady Azotowe w Tarnowie-Mościcach S.A. or for the Capital Group of Zakłady Azotowe w Tarnowie-Mościcach S.A.
However, in the earlier period, acting under the name Deloitte & Touche Audit Services Sp. z o. o., the company audited financial statements of Zakłady Azotowe w Tarnowie-Mościcach S.A. for the years 1997-2002.
Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that on 26th March 2009, the Supervisory Board passed a resolution on recalling Ms Monika Hap from the post of a Member of the Board with the effect from 26th March 2009 and on appointing Mr Andrzej Skolmowski a Vice-Chairman of the Board.
The newly appointed Vice-Chairman of the Board does not carry out any activity outside the Issuer’s company which would be competitive for the Issuer’s operations, neither does he participate in any competitive company as a partner in a partnership or as a member of a body in a capital group and he does not participate in another competitive legal entity as a member of its body. The newly appointed Vice-Chairman of the Board is not registered in the Insolvent Debtors Register kept pursuant to the Act on the National Court Register.
Professional CV of the newly appointed Vice-Chairman of the Board, inclusive of his education:
Andrzej Skolmowski
EDUCATION
2007 – until now Warsaw School of Economics (Szkoła Główna Handlowa w Warszawie - SGH), Collegium of Management and Finance, doctoral student1992-1997 Catholic University of Lublin (Katolicki Uniwersytet Lubelski -KUL), Faculty of Social Sciences, Department of Economics, Master of Science in Economy
WORK EXPERIENCE
04.2008 – until now Chairman of the Board, Sanfarm Sp. z o.o. Nowa Dęba, Capital Group of Polfa Warszawa SA04.2007 – 03.2008 Member of the Board of the Capital Group ACP Pharma S.A.01.2007 – 03.2008 Chairman of the Board, Cefarm Zielona Góra S.A.11.2002 – 03.2008 Chairman of the Board, Cefarm Rzeszów Sp. z o.o.06.2004 – 04.2007 Chairman of the Board, ACP Pharma S.A.09.2000 – 06.2004 Chairman of the Board, Cefarm Rzeszów S.A. 06.2000 – 09.2000 Member of the Board, Cefarm Rzeszów S.A.08.1999 – 05.2000 Senior Expert on Economics, Cefarm Rzeszów09.1996 – 07.1999 Managing Director, Consultant at TIM Sp. z o.o. in Lublin 08.1996 – 02.1999 Manager of Analyses Department, Expert on Financial Analyses, Economist, Agram Chłodnia w Lublinie S.A.
ADDITIONAL VOCATIONAL FUNCTIONS
02.1998 – 02.2002 Member of the Supervisory Board, Vice-Chairman, Secretary, Cukrownia Przeworsk S.A. in PrzeworskIn the years 2002-2004 Member of the Board in daughter companies of Cefarm Rzeszów S.A.: Farma Sp. z o.o. with registered office in Rzeszów, Farma Sp. z o.o. with registered office in Warsaw, Quantum Pharmacia Sp. z o.o.
Further to Current Report No. 42/2008 of 9th October 2008 and Current Report No. 1/2009 of 5th January 2009, Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (hereinafter referred to as “ZAT”) hereby informs that on 18th March 2009 Nafta Polska S.A. having its registered office in Warsaw (hereinafter referred to as "Nafta Polska”), Ciech S.A. (hereinafter referred to as „Ciech”), Zakłady Azotowe w Tarnowie-Mościcach S.A. having its registered office in Tarnów (hereinafter referred to as „ZAT”) and Zakłady Azotowe Kędzierzyn S.A. having its registered office in Kędzierzyn–Koźle (hereinafter referred to as „ZAK”), financial adviser to Nafta Polska - Raiffeisen Investment AG having its registered office in Vienna and Raiffeisen Investment Polska sp. z o.o. having its registered office in Warsaw as well as legal adviser to Nafta Polska S.A. - Radzikowski, Szubielska i Wspólnicy Spółka Komandytowa having its registered office in Warsaw (hereinafter referred to as „Legal Adviser”), signed a multilateral agreement concerning seeking and selecting an investor or investors, who shall purchase the shares of ZAT, ZAK and Ciech S.A. and who may also acquire shares in the increased capital of the above mentioned companies (hereinafter referred to as “Agreement” and “Process”).
Financial advisers to Nafta Polska are Raiffeisen Investment AG having its registered office in Vienna, Raiffeisen Investment Polska sp. z o.o. having its registered office in Warsaw as well as their subcontractors - Lazard & Co. Limited, having its registered office in the UK, and Bank Zachodni WBK SA, having its registered office in Wrocław („Financial Adviser”).
The Process covers particularly the phase of preparation, advertising the invitation to negotiate the sale of shares of ZAT, ZAK and Ciech belonging to the State Treasury and Nafta Polska as well as negotiations with the selected potential investors conducted by Nafta Polska.
According to the Agreement – each of the companies has authorized Nafta Polska to undertake any activities aiming at the selection of one or a few investors who shall be interested in the purchase of the companies’ shares and in the financial support of the companies in order to purchase the shares of Anwil S.A. or to execute other investment targets.
All the analyses and source materials shall be made available by the companies according to the regulations which govern the process of making available confidential information further to the Act on offers. The Agreement came into force on the date of signing it and may be terminated by Nafta Polska with a 14 days’ notice. The Agreement shall be automatically terminated after 15 months from the date of its signing, unless the Parties decide otherwise in writing about the date of its validity.
Nafta Polska may transfer rights and obligations resulting from the Agreement on the State Treasury.
Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby informs that due to the fact that a new Ordinance of the Minister of Finance on current and periodical information submitted by issuers of securities as well as on terms and conditions of acknowledgement as equivalent information required by regulations of the law of a non-member state entered into force on 15th March 2009, publication dates of periodical reports for the accounting year 2009 have changed.
1. Quarterly reports:
- extended consolidated report for Q1 2009 – 15th May 2009 - extended consolidated report for Q3 2009 – 16th November 2009
2. Half-yearly reports:
- extended consolidated half-yearly report for the 1st half 2009 – 31st August 2009
3. Annual reports:
- non-consolidated annual report for 2008 – 30th April 2009 - consolidated annual report for 2008 - 30 April 2009
Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. hereby also informs that further to §101 paragraph 2 of The Ordinance of the Minister of Finance on current and periodical information, the Company shall not publish the report for Q2 2009.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (Issuer) hereby informs that on 2nd March 2009 it concluded agreements with natural persons for the sale of 100% shares of OKNOTAR Sp. z o.o. (100% dependent company of the Issuer).
The object of the agreement is the sale to 14 natural persons by the Issuer 5,000 (five thousand) equal and indivisible shares of OKNOTAR Sp. z o.o. with par value 500 PLN each and total par value 2,500,000 PLN which account for 100% share capital of OKNOTAR Sp. z o.o., as follows:
- each of the 3 natural persons purchased 1,450 shares of OKNOTAR Sp. z o.o. with par value 500 PLN each and total par value 2,175,000 PLN;
- 1 natural person purchased 580 shares of OKNOTAR Sp. z o.o. with par value 500 PLN each and total par value 290,000 PLN;
- each of the 5 natural persons purchased 10 shares of OKNOTAR Sp. z o.o. with par value 500 PLN each and total par value 25,000 PLN;
- each of the 5 natural persons purchased 4 shares of OKNOTAR Sp. z o.o. with par value 500 PLN each and total par value 10,000 PLN.
The sale price of the above mentioned shares amounts to 53 PLN for one share, which gives the total amount of 265,000 PLN. Balance value of the shares in the Issuer’s books of account amounts to 265,000 PLN.
Simultaneously, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. informs that there are no links between the Issuer, its managing and supervising people and the persons purchasing the shares.
The sale of the shares of OKNOTAR Sp. z o.o. is one of the stages of separation strategy adopted by the Issuer’s Capital Group. OKNOTAR Sp. z o.o. was established in 2001 in the course of restructuring process done by the Issuer.
Financial assets being the object of the transaction are considered to be material due to the fact that the sold shares account for over 20% of the share capital of OKNOTAR Sp. z o.o.
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., after preliminary assessment, maintains the execution of the forecast of financial data of the Capital Group „Azoty Tarnow” for 2008, as published in the Prospectus.
At the same time, due to the particular interest of the market in concluded currency options and their valuation, and especially aiming at reliable and transparent submission of information to the participants of the capital market and after a preliminary analysis of the results gained in January 2009, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. took the decision about informing of current assessment of the valuation of open option transactions. Azoty Tarnów adjusts the type and dates of concluding hedging currency transactions to current and planned currency position and cash flows spread over the time under conditions defined in the General Policy of Managing the Currency Risk and under regulations resulting from the Hedge Accounting. The General Policy of Managing the Currency Risk is an integral part of the Annual Financial Plan and contains the definition of the currency risk, percentage bracket of the planned currency position which will be secured, regulations of concluding hedging currency transactions, determining minimum budget exchange rate guaranteeing the planned return on sales. Currently the company has hedging currency transactions concluded in 2008 in the form of zero cost option structures, including both put and call options. The transactions were concluded with the following banks: Raiffeisen Bank Polska SA, PKO BP SA, BGŻ SA, Citi Bank Handlowy SA. The total par value of hedging transactions opened as at 31st January 2009 amounts to USD 7 million and Eur 15.8 million; net result as per valuation at NBP (National Bank of Poland) average exchange rates as at 31st January 2009 would mean the burden with the amount of PLN -19.5 million which includes estimated valuation of the transaction in the amount of PLN 24.1 million and accounting for the influence of the deferred income tax with the estimated value of PLN 4.6 million.It is anticipated that the transactions will be settled gradually at the dates of their maturity; the date of the rights to the latest one is on 31st August 2009. In order to supply comprehensive information on the extend of exposure to the currency risk resulting from the concluded options, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. undertakes to inform cyclically about the status of its involvement in the currency options after each material change in the determinants of the currency market.
Further to Current Report No. 22/2008 of 2nd July 2008, the Management Board of Zaklady Azotowe w Tarnowie-Moscicach S.A. hereby informs that today it received Annex No. 15, signed 5th January 2009, to Agreement No. 1/2001 concluded on 30th July 2001 between the Issuer (Buyer) and Kopalnie i Zaklady Chemiczne Siarki “Siarkopol” („Siarkopol” Sulphur Mines and Processing Plants), based in Grzybów, Poland (Seller).
The signed Annex to the above mentioned Agreement substitutes Annex No. 14 signed on 1st July 2008 as provided in Current Report No. 22/2008.
Annex No. 15 to the Agreement allows for a correction of sulphur prices and duration of the Agreement (January-March 2009) in relation to the provisions of Annex No. 14 which has been in force up till now.
Other terms and conditions of Agreement No. 1/2001 are not changed.
Considering the above, the value of total turnover between the Buyer and the Seller together with the estimated value resulting from the above mentioned Agreement will be changed and the Agreement will not conform to the requirements of the material agreement.
Further to Current Reports Nos. 2, 3 and 5/2009, the Management Board of Zaklady Azotowe w Tarnowie-Moscicach S.A. hereby informs that yesterday it received Resolution No. 51/09 of National Depository for Securities S.A. (KDPW) dated 3rd February 2009 which states that pursuant to section 2, paragraphs 1 and 4 and section 43, paragraphs 1, 3 and 4 of the Rules of KDPW, 970 ordinary bearer shares of Zaklady Azotowe w Tarnowie-Moscicach S.A. coded as PLZATRM00012 will be assimilated at KDPW on 6th February 2009.
At the same time, the Management Board of Zaklady Azotowe w Tarnowie-Moscicach S.A. hereby informs that since 6th February 2009 39,116,421 (thirty-nine million one hundred and sixteen thousand four hundred and twenty-one) ordinary bearer shares of the company will be coded as PLZATRM00012.
The Management Board of Zaklady Azotowe w Tarnowie-Moscicach S.A. (hereinafter referred to as “Issuer” or “Buyer”) hereby informs that yesterday the company received Appendix No. 4 signed on 22nd January 2009, being an integral part of Agreement No. 70/KW/W/2007 (concluded on 8th February 2007), signed between the Issuer (Buyer) and Kompania Weglowa S.A. (Seller) based in Katowice, Poland.
Annex No. 4 to the Agreement concerns the sale of power coal by Kompania Weglowa S.A. to Zaklady Azotowe w Tarnowie-Moscicach S.A. in 2009 as per agreed schedule and business terms and conditions. The estimated value of Annex No. 4 during the validity of the Agreement amounts to about PLN 89 million net and it is the highest value of all the Agreements/Annexes signed between the Issuer and the Seller from the time Zaklady Azotowe w Tarnowie-Moscicach S.A. is subject to the disclosure requirement, i.e. from 19th June 2008 till yesterday. The Parties to the above mentioned Annex provide for the application of contractual penalties in the amount of 3% of the value of not delivered or not taken coal. Other terms and conditions do not differ from the market standards applied in this kind of Agreements. The Agreement and the Annexes are considered to be material due to the fact that the value of turnover between the Capital Group of Zaklady Azotowe w Tarnowie-Moscicach S.A. with Kompania Weglowa S.A. from the day of conforming to the disclosure requirement, i.e. from 19th June 2008 until yesterday, together with the estimated value of Annex No.4, exceeds 10% equity capital and amounts to about PLN 133.7 million net.
Management Board of Zaklady Azotowe w Tarnowie-Moscicach SA hereby notifies of the publication dates of periodical reports in the financial year 2009
1. Quarterly reports:
- extended consolidated report for Q4 2008 – 2nd March 2009- extended consolidated report for Q1 2009 – 15th May 2009- extended consolidated report for Q2 2009 – 14th August 2009- extended consolidated report for Q3 2009 – 16th November 20092. Half-yearly reports:
- extended consolidated report for the 1st half of 2009 – 30th September 20093. Annual reports:
- non-consolidated annual report for 2008 – 7th May 2009 - consolidated annual report for 2008 – 7th May 2009
Management Board of Zaklady Azotowe w Tarnowie-Moscicach SA hereby informs that yesterday it received a statement from the Operations Department of National Depository for Securities (KDPW) dated 29th January 2009 notifying that pursuant to the Resolution of the Management Board of KDPW S.A. No. 364/08 of 18th June 2008, on 30th January 2009 907 shares of Zaklady Azotowe w Tarnowie-Moscicach SA shall be registered in National Depository for Securities coded as PLZATRM00038.
The total number of the company’s shares after the registration amounts to 39,116,421 shares.
Management Board of Zaklady Azotowe w Tarnowie-Moscicach SA (hereinafter referred to as the Issuer) hereby informs that on 29th January 2009 a Member of the Supervisory Board of the Issuer sent it a notice drawn pursuant to Article 160 of Act on Trading in Financial Instruments (Dz. U. No. 183, item 1538) notifying that on 22nd December 2008 he purchased 200 bearer ordinary shares of the Issuer at the price of PLN 6.60 each (say: six Polish zloty, sixty-six grosz).
The above mentioned shares were purchased during the common stock exchange session on the Warsaw Stock Exchange main market.
Further to Current Reports No. 4/2008 of 19th June 2008, No. 14/2008 of 26th June 2008 and No. 2/2009 of 23rd January 2009, Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA hereby informs that the WSE (Warsaw Stock Exchange) Management Board by way of Resolution No. 46/2009 of 28th January 2009 concerning the admission and introduction to exchange trading in the WSE Main List of AA series bearer ordinary shares of Zaklady Azotowe w Tarnowie-Moscicach S.A:
1. stated that 970 (nine hundred and seventy) AA series bearer ordinary shares of Zakłady Azotowe w Tarnowie-Mościcach S.A., a par value PLN 5 each, coded as PLZATRM00038 by the National Depository for Securities, are admitted to exchange trading in the main market;
2. resolved to introduce as of 6th February 2009 by way of an ordinary procedure to exchange trading in the main market the shares of Zakłady Azotowe w Tarnowie-Mościcach S.A., conditional on the assimilation by the National Depository for Securities on 6th February 2009 of the shares with the shares of the company listed on the exchange.
With reference to Current Report No. 4/2008 of 19th June 2008 and Current Report No. 14/2008 of 26th June 2008 as well as in connection with the expiration of statutory time of disposal of the below mentioned shares, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA hereby informs that on 23rd January 2009 an application for exchange trading - as a result of assimilation of shares in the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych SA, KDPW) of 970 bearer shares AA series with nominal value 5.00 PLN each, marked with code PLZATRM00038 - was submitted to the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie SA, GPW).
The above mentioned shares belong to former Members of the Board and could not have been traded before a 3-year period from the date of their acquisition due to existing restrictions.
With reference to Current Report No. 42/2008 of 9th October 2008, the Management Board of Zakłady Azotowe w Tarnowie-Mościcach SA (hereinafter referred to as Azoty Tarnów or the Issuer) hereby informs that on 5th January 2009 it entered into Polskie Konsorcjum Chemiczne Sp. z o.o. (PKCh) and acquired 25% shares in the increased share capital entitling it to 25% votes at the General Meeting of PKCh.
Statements on entering into PKCh and acquiring shares in the increased capital of the said company were made in a form of notarial deeds.
The value of acquired shares in PKCh amounts to 25,000 PLN.
PKCh, with headquarters in Warsaw, is a company established by CIECH SA, which on 5th January 2009 – by virtue of the Shareholders’ Agreement governing the principles of cooperation of the Parties in the future process of purchasing the controlling share package of ANWIL SA - was entered into by Azoty Tarnów and Zakłady Azotowe Kędzierzyn S.A. (ZAK).
Currently PKCh‘s shareholder structure is as follows:
Ciech SA – 50% Azoty Tarnów – 25%Zakłady Azotowe Kędzierzyn S.A. – 25%
Furthermore, Ciech S.A. is the owner of 2,560,000 shares of the Issuer, which accounts for 6.54% of its capital.
The assets are regarded to be financial assets of considerable value because the Issuer has acquired over 20% share capital of the acquired company.
The source of the acquisition of the above mentioned assets is the Issuer’s own resources.
These operations result from the resolutions of the Letter of Intent signed by Ciech, Azoty Tarnow and ZAK on 9th October 2008 (Current Report No. 42/2008).