‘The submission of the restructuring plan and arrangement proposals is a standard stage of the restructuring approval procedure currently underway. This process is essential for the company’s continued operations, as it will allow us to stabilise our financial situation, achieve the necessary deleveraging and fully prepare GA Polyolefins for the transaction with ORLEN. It should be emphasised that without the restructuring of liabilities covered by the arrangement, completing the transaction with the investor is impossible,’ said Małgorzata Królak, President of the Management Board of GA Polyolefins.

Key parameters of the debt restructuring

The submitted restructuring plan concerns a partial arrangement, covering claims that are fundamental to the company’s continued operations. As at the arrangement date (28 November 2025), the total amount of undisputed claims covered by the arrangement was approximately PLN 6.1 billion.

The arrangement proposals relate to liabilities totalling over PLN 6 billion and include entities each holding claims exceeding PLN 5 million.

According to the submitted arrangement proposals:

• If the arrangement is approved by a final and binding court decision, claims will be satisfied at approximately 17% (this ratio does not include ORLEN’s claim arising from the propane purchase loan, which will be converted into new shares).
• Creditors will be satisfied based on a division into eight separate creditor groups, identified, among other criteria, by the type of claim and the security attached to it.

Financing of the arrangement

The primary source of funds for implementing the arrangement is expected to be financing from ORLEN in the total amount of PLN 1.022 billion. These funds are linked to ORLEN’s offer to acquire 100% of the share capital of GA Polyolefins. One of the key conditions of the transaction is the effective restructuring of the company’s liabilities prior to any potential acquisition.

An additional element of satisfying claims held exclusively by ORLEN (arising from the propane loan) is expected to be the conversion of the receivable into GA Polyolefins Series H shares, as part of a share capital increase by PLN 101.6 million (with exclusion of pre-emptive rights).

Intra-Group receivables within Grupa Azoty

The restructuring also covers liabilities towards companies within the Grupa Azoty Capital Group with a total value of PLN 1.976 billion. Of this amount, PLN 789.5 million relates to the parent company, Grupa Azoty S.A. Under the proposed arrangement terms, these claims are to be satisfied at approximately 4.0% for Group companies, while claims held directly by Grupa Azoty S.A. are expected to be satisfied at 0.06%.