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Current Reports
34/2024
17.05.2024 22:25
Current Report No. 34/2024
Discontinuation of reporting of consolidated production volumes by Grupa Azoty Puławy Group
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of 22 February 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Company will discontinue the monthly publication of production volume data starting from April 2024.

Production volume data will be reported on a quarterly basis in periodic reports.

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).

33/2024
16.05.2024 12:01
Current Report No. 33/2024
Change of release date for consolidated Q1 2024 report.
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 3/2024 of 26 January 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the release date for the consolidated report for the first quarter of 2024 has been changed from May 22 2024 to May 28 2024.

The release dates for the interim reports for the first half and the third quarter of 2024 remain unchanged, with the updated release dates for interim reports in 2024 provided below:

1. Quarterly reports:

  • Q1 2024 complete consolidated report – 28 May 2024
  • Q3 2024 complete consolidated report – 6 November 2024

2. Half-year report:

  • H1 2024 complete consolidated report – 28 August 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).

30/2024
29.04.2024 23:35
Current Report No. 30/2024
Publication of 2023 non-financial report on corporate website
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the non-financial report for 2023 covering Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at https://pulawy.grupaazoty.com

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 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).

29/2024
26.04.2024 00:58
Current Report No. 29/2024
Execution of annex to standstill agreement signed with 13 financing institutions of Grupa Azoty Group.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 5/2024 of 2 February 2024, No. 12/2024 of 29 February 2024  and No. 15/2024 of 27 March 2024 the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 25 April 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, Company’s and on behalf of the companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 5/2024, who are signatories to the relevant financing agreements (the “Financing Agreements”), executed an amending annex (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., 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 “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 28 May 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 Parent  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 Company to meet its own requirements and obligations to suppliers, ensuring the continuity of operations.

Furthermore, on 25 April 2024, the Company, acting on its own behalf, Company’s and on behalf of the other Grupa Azoty Group companies being parties to the Financing Agreements, executed Waiver and Amendment Letters with the Financing Parties whereby these institutions consented to waive selected covenants under the Grupa Azoty Group’s Financing Agreements, including waiver of the covenant regarding the net debt to EBITDA ratio tested as at 31 December 2023.

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

26/2024
11.04.2024 18:03
Current Report No. 26/2024
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting held on March 28th 2024 and resumed after adjournment on April 11th 2024.
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on March 28th 2024 and resumed after an adjournment on April 11th 2024, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the EGM: 18,345,735
  • Number of votes held at the EGM: 18,345,735
  • Percentage share in voting rights represented at the EGM: 99.99%
  • Percentage share in total voting rights: 95.98%

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 2022, item 2554, as amended).

23/2024
10.04.2024 19:03
Current Report No. 23/2024
Estimates of consolidated production output of the Grupa Azoty Puławy Group in March 2024
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in March 2024.

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

19/2024
04.04.2024 17:13
Current Report No. 19/2024
Change of release date for separate and consolidated full-year reports for 2023.
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 3/2024 of 26 January 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy 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 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:

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

2. Half-year report:

  • H1 2024 complete consolidated report – 28 August 2024

3. Full-year reports:

  • 2023 separate full-year report – 29 April 2024
  • 2023 consolidated full-year report – 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).

17/2024
28.03.2024 17:05
Current Report No. 17/2024
Resolutions passed by Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting on 28 March 2024
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company Extraordinary General Meeting on 28 March 2024, together with the results of voting on the resolutions.

During the Extraordinary General Meeting, no objections were raised to the minutes regarding the adopted resolutions.

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

16/2024
28.03.2024 13:09
Current Report No. 16/2024
Adjournment of Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting on March 28th 2024
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Extraordinary General Meeting of the Company convened for March 28th 2024 passed a resolution to adjourn its proceedings. The Extraordinary General Meeting will be resumed at 11.00 am on April 11th 2024 at the Company’s registered office in Puławy, Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland (Executive Offices, room No. 16).

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).

15/2024
27.03.2024 22:55
Current Report No. 15/2024
Execution of annex to standstill agreement signed with 13 financing institutions of Grupa Azoty Group
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 5/2024 of 2 February 2024 and No. 12/2024 of 29 February 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 27 March 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, Company’s and on behalf of the companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 5/2024, who are signatories 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., 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 “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 Parent  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 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 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).

14/2024
20.03.2024 17:35
Current Report No. 14/2024
Nomination of candidate for member of Grupa Azoty Zakłady Azotowe Puławy S.A. Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 19 March 2024 it received a notice from Mr Jacek Lampart, a shareholder of the Company, proposing himself as a candidate to the Supervisory Board, with reference to item 5 of the agenda of the Extraordinary General Meeting convened for 28 March 2024.

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

The Management Board of the Company also announces that the candidate 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 company or a member of governing bodies of any other competing legal entities.

The representation also includes a statement that the candidate to 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. 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).

13/2024
11.03.2024 19:32
Current Report No. 13/2024
Estimates of consolidated production output of the Grupa Azoty Puławy Group in February 2024.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in February 2024.

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

12/2024
29.02.2024 20:54
Current Report No. 12/2024
Execution of annex to standstill agreement signed with 13 financing institutions of Grupa Azoty Group.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2024 of 2 February 2024, the Management Board of of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 29 February 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, Company’s and on behalf of the Grupa Azoty Group companies (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 5/2024, 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 Parent 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 Company 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).

11/2024
29.02.2024 14:16
Current Report No. 11/2024
Draft resolutions for Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for March 28th 2024
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Extraordinary General Meeting convened for March 28th 2024.

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).

10/2024
29.02.2024 14:15
Current Report No. 10/2024
Notice of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for March 28th 2024
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company, to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on March 28th 2024, in accordance with the notice attached as an appendix to this Current Report.

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).

9/2024
19.02.2024 14:50
Current Report No. 9/2024
Removal of Supervisory Board Member of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 19 February 2024 it received a statement dated 19 February 2024 from the Undersecretary of State at the Ministry of State Assets, attorney-in-fact for the Minister of State Assets, acting pursuant to Art. 32.1 of the Company’s Articles of Association, to the effect that Mr Paweł Kowalczyk has been removed from the Company’s Supervisory Board.

Legal basis: Par. 5.4 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).

8/2024
14.02.2024 23:01
Current Report No. 8/2024
Appointment of acting President of Grupa Azoty Zakłady Azotowe Puławy Management Board
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

Further to Current Report No. 6/2024 of 12 February 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 14 February 2024 the Supervisory Board of the Company passed a resolution to appoint Ms Justyna Majsnerowicz as Acting President of the Management Board of the Company, to serve in this role until the date when a person selected in the Management Board Member recruitment process is appointed President of the Management Board.

During that period Ms Justyna Majsnerowicz will concurrently serve in her current role as Vice President of the Management Board.

Ms Justyna Majsnerowicz has submitted a representation to the effect that the activities she is engaged in outside the Company are not competing with the Company’s business and that she is not a shareholder in any company or partner in any partnership under civil law or another type of partnership, and is not a member of the governing bodies of any companies or other legal persons competing with the Company’s business.

The representation received by the Company includes a statement to the effect Ms Justyna Majsnerowicz is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

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

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 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).

7/2024
13.02.2024 15:02
Current Report No. 7/2024
Estimates of consolidated production output of the Grupa Azoty Puławy Group in January 2024
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in January 2024.

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

6/2024
12.02.2024 18:24
Current Report No. 6/2024
Resignation by President of the Management Board
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 12 February 2024 the Company received a letter of resignation from Mr Marcin Kowalczyk from his position as President and member of the Management Board of the Company, with effect from 13 February 2024.

Marcin Kowalczyk did not state the reasons for his resignation.

Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of March 29th 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).

5/2024
02.02.2024 23:20
Current Report No. 5/2024
Agreement signed with 13 financing institutions of Grupa Azoty Group.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 2 February 2024, the Company’s parent, Grupa Azoty S.A. (the “Parent”), 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 Parent 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) 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).

4/2024
30.01.2024 15:52
Current Report No. 4/2024
Resumed production of melamine
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 45/2023 of 9 November 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 30 January 2024 resolved to resume melamine production (Agro Segment) and to commence on 30 January 2024 the start-up of the Melamine III. 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.

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

3/2024
26.01.2024 22:27
Current Report No. 3/2024
Notice of full-year and interim results in financial year 2024
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company ”) will announce its 2023 full-year results and 2024 interim results as per the following schedule:

1. First and third quarter interim results:

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

2. Half-year interim results:

  • H1 2024 complete consolidated report – August 28th 2024

3. Full-year results:

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

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).

2/2024
26.01.2024 22:17
Current Report No. 2/2024
Update concerning project to construct coal-fired power generation unit
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 50/2023 of 20 December 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 26 January 2024 the Company received an updated work schedule from Polimex-Mostostal S.A., the general contractor for the project to construct a coal-fired power generation unit (the “Contractor”), according to which the project is expected to be completed in October 2024. At the same time, the Contractor requested that the parties conduct mediation proceedings.

The company will issue a separate report announcing a decision on the method of settlement relating to the extension of the project completion.

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).

1/2024
11.01.2024 16:16
Current Report No. 1/2024
Estimates of consolidated production output of the Grupa Azoty Puławy Group in December 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy 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 April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

51/2023
29.12.2023 14:59
Current Report No. 51/2023
Execution of annex to agreement with Lubelski Węgiel Bogdanka S.A.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on December 29th 2023 an annex (the “Annex”) was signed to the Long-Term Agreement for the Supply of Thermal Coal (the “Agreement”) executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009.

The Agreement provides for the supply of thermal coal to the Company.

In the Annex to the Agreement, the Parties set new dates for the deferred deliveries related to 2022 and 2023 (as announced by the Company in Current Report No. 33/2022 of November 28th 2022) and, consequently, set new supply volumes for the period 2024–2026, including the deferred deliveries. In addition, the Parties agreed on the price of coal to be supplied in 2024 and decided to extend the term of the Agreement by one year, i.e. until the end of 2028.

Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2028 is estimated at PLN 2,848m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. about 1.3% less than disclosed in Current Report No. 33/2022 of November 28th 2022). Of that amount:

1. PLN 1,233m (VAT exclusive) is the value of the Agreement attributable to the period 2023–2027 (i.e. 11.9% less than disclosed with respect to that period in Current Report No. 33/2022 of November 28th 2022),

2. PLN 1,199m (VAT exclusive) is the planned value of the Agreement attributable to the period 2024–2028. The extension of the term of the Agreement by one year will result in a 29% increase of the supply volumes in that period.

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

Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company's CHP plant, providing coal with parameters required by 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).

50/2023
20.12.2023 18:49
Current Report No. 50/2023
Update concerning project to construct coal-fired power generation unit
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 26/2023 of May 29th 2023, Current Report No. 37/2023 of July 14th 2023 and Current Report No. 42/2023 of September 26th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on December 20th 2023 the Company received from Polimex-Mostostal S.A., the general contractor for the construction of the coal-fired power generation unit project (the “Contractor”), a notice of extension of the project completion date. The Contractor did not provide a new date for performing the contract, stating that it was conducting a relevant analysis, following which a revised work schedule would be sent and a new date would be specified for signing the Commissioning Report for the Power Generation Unit.

The reason for the extension of the project completion date by the Contractor is a boiler failure, involving damage to the second stage steam superheater.

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

49/2023
20.12.2023 13:40
Current Report No. 49/2023
Aid granted under the Act on the Rules of Implementation of Business Support Programmes in View of the Situation on the Energy Market in 2022–2024
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Company has received 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 aid granted to the Company is PLN 93m.

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

The funds were granted pursuant to the Act on the Rules of Implementation of Business Support Programmes in View of the Situation on the Energy Market in 2022–2024 of 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).

48/2023
13.12.2023 21:11
Current Report No. 48/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in November 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy 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).

47/2023
20.11.2023 17:36
Current Report No. 47/2023
Commencement of discussions to cease further steps related to potential acquisition of Grupa Azoty Zakłady Azotowe Puławy by Orlen
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Legal basis: Article 17(1) of MAR – Inside information

Following the release by Grupa Azoty S.A. on November 20th 2023 of Current Report No. 55/2023 and in reference to the Company’s own Current Report No. 30/2023 of June 6th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it has been notified today that the Company’s Parent Grupa Azoty S.A. decided to initiate discussions with Orlen S.A. to cease any further steps towards potential acquisition of the Company by Orlen 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).

46/2023
14.11.2023 15:21
Current Report No. 46/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in October 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy 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).

45/2023
09.11.2023 19:45
Current Report No. 45/2023
Announcement concerning melamine production.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 9th 2023 the Melamine II unit was shut down for repair due to technical issues. Accordingly, given the earlier production cutdown to adjust output to the prevailing market conditions, there is currently no melamine production at the Company. Orders will continue to be fulfilled by drawing on existing product stocks. Resumption of melamine production will be announced by the Company 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).

44/2023
26.10.2023 23:46
Current Report No. 44/2023
Estimated selected consolidated financial results of Grupa Azoty Puławy Group for Q3 and 9M 2023
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Legal basis: Article 17(1) of MAR – Inside information

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

Discussion of the results for the third quarter of 2023

In the three months ended September 30th 2023, the Group generated consolidated revenue of PLN 1,008m, EBITDA of PLN -65m, and an EBITDA margin of -6.4%.

The period saw improved demand, most notably for fertilizer products and, to a degree, for certain non-fertilizer products of the Agro Segment, especially relative to the prior quarter. This led to an increase in production volumes and a decrease in fertilizer inventories.

The prices of major products fell on average by as much as 60% year on year. The costs of energy utilities, such as electricity and coal, rose by an average of 89% 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.

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

Agro

The three months to September 30th 2023 saw a rise in demand for the Group’s products, mainly attributable to farmers restocking their supplies and purchasing fertilizers for the upcoming autumn application season as well as the market reverting to its usual seasonal demand-price dynamics. The total sales volume of fertilizers was up 29% year on year.

As regards non-fertilizer products (RedNox® products including LIKAM®, NOXy®, PULNOX®, melamine, and technical urea), the period was generally characterised by weak demand due to global macroeconomic headwinds and an influx of cheap imports into Europe. Consequently, a 15% year-on-year decline but a 63% quarter-on-quarter increase in sales volume was recorded.

The suspension of tariffs on ammonia and urea imports into the European Union in the first half of 2023 (from December 2022) was a major factor supporting the expansion in Europe of products from regions with significant energy, environmental and labour cost advantages.

The prices of natural gas, a key feedstock for the Agro Segment, also declined year on year, reflecting the prevailing market trends. 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.

The Agro Segment’s EBITDA margin generated in the third quarter of 2023 stood at -7.7%.

Plastics

Conditions in the Plastics Segment in the three months to September 30th 2023 were largely determined by reduced demand for polyamide (which is obtained from caprolactam conversion) 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.

Considering the prevailing demand and supply conditions in Europe, caprolactam production remains on hold.

Estimated results for the first nine months of 2023

In the nine months ended September 30th 2023, the Group generated consolidated revenue of PLN 3,403m, EBITDA of PLN -480m, and an EBITDA margin of -14.1%.

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 nine months of 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).

43/2023
10.10.2023 18:42
Current Report No. 43/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in September 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy 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).

42/2023
26.09.2023 21:22
Current Report No. 42/2023
Announcement concerning project to construct a coal-fired power generation unit.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 26/2023 of May 29th 2023 and Current Report No. 37/2023 of  July 14the 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on September 26th 2023 the Company received an updated work schedule from Polimex-Mostostal S.A., the general contractor for the construction of the coal-fired power generation unit project (the “Contractor”), according to which the project is expected to be completed in mid-December 2023.   

The postponement of the completion date was due to unforeseen technical problems encountered during the start-up phase.

At the same time, the Company announces that the malfunction of the steam turbine reported by the Company  in Current Report No. 26/2023 of May 29th 2023 has been successfully removed, and the turbine has been synchronised with the national power grid. The construction has been completed, and the unit is currently undergoing an adjustment run.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European 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).

41/2023
18.09.2023 22:44
Current Report No. 41/2023
Estimated consolidated financial highlights of Grupa Azoty Puławy Group for second quarter and first half of 2023
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes estimates of selected consolidated financial results of the Grupa Azoty Puławy Group (the “Group”) for the three and six months ended June 30th 2023.

Discussion of the results for the second quarter of 2023

In the three months ended June 30th 2023, the Group generated consolidated revenue of PLN 1,166m, EBITDA of PLN -162m, and an EBITDA margin of -13.9%.

The second quarter of 2023 witnessed challenging macroeconomic conditions, resulting in diminished demand both in the Group’s product markets and in downstream sectors. The low demand exerted further downward pressure on product prices and caused a reduction in sales volumes, leading to scaled-back production across all key business segments of the Group. The quarter was also a period of relatively high costs of raw materials and energy, adversely impacting profit 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 Company’s results for the three months ended June 30th 2023 were bolstered by the sale of CO2 emission 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 total positive effect of these transactions on the Group's EBIT and EBITDA in the reporting period was PLN 182.2m.

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

Agro

In the three months ended June 30th 2023, there was a 23.9% year-on-year decline in total fertilizer sales volumes, attributed primarily to subdued demand. Furthermore, the confidence level in Polish agriculture was unfavourable, compounded by a downward trend in grain prices. 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. In the second quarter of 2023, 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 the weak demand, the Company aligned production levels at its own facilities with the prevailing supply and demand conditions in the European market during the quarter under review. In the second quarter of 2023, production was resumed at the Melamine II and Melamine III units. Production of nitrogen fertilizers and urea in the second quarter of 2023 fell year on year by, respectively, 52.6% and 75.5%. In the case of compound fertilizers, production declined by 13.6% year on year.

The Agro Segment posted an EBITDA margin of -42.4% for the three months ended June 30th 2023.

Plastics

In the Plastics Segment, the three months ended June 30th 2023 saw reduced purchasing activity in the segment’s key industries, namely construction and furniture manufacturing. 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 the segment’s main product, caprolactam. Considering the prevailing demand and supply conditions, caprolactam production remains on hold.

Estimated results for the first half of 2023

In the six months ended June 30th 2023, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 2,395m, EBITDA of PLN -415m, and an EBITDA margin of -17.4%.

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).

40/2023
12.09.2023 17:01
Current Report No. 40/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in August 2023.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy 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).

39/2023
23.08.2023 18:01
Current Report No. 39/2023
Change of release date for consolidated H1 2023 report.
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

Further to Current Reports No. 3/2023 of January 20th 2023 and 18/2023 of May 12th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy 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. Quarter interim reports:

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

2. Half-year interim reports:

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

Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

38/2023
10.08.2023 17:45
Current Report No. 38/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in July 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in July 2023.

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

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

37/2023
14.07.2023 12:17
Current Report No. 37/2023
Announcement concerning EPC contract for construction of coal-fired power generation unit
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 15/2023 of April 24th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on July 14th 2023 it was notified that on July 13th 2023 the other party to the EPC contract for the ‘Construction of a coal-fired power generation unit’ between the Company and the consortium comprising Polimex-Mostostal S.A., Polimex Energetyka Sp. z o.o. and SBB Energy S.A., the general contractor engaged to perform the project (the “Contractor”), had signed an annex amending the EPC contract.

Under the annex, the following amendments were made to the EPC contract: the Contractor’s fee was increased by PLN 35m (to PLN 1,196,655,000.00 (exclusive of value added tax)) and the project completion deadline was extended by 223 days, to June 3rd 2023. These amendments satisfy the Contractor’s request announced by the Company in Current Report No. 36/2021 of November 22nd 2021 and Current Report No. 7/2022 of April 22nd 2022. The annex becomes effective as of the date on which it is signed by all the Parties.

Due to the failure of the steam turbine reported by the Company in Current Report No. 26/2023 of May 29th 2023, the project was not completed by that deadline. The Contractor tentatively estimates that the completion of the project (commissioning of the unit) will take place by September 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, L 173/1, as amended).

36/2023
10.07.2023 17:32
Current Report No. 36/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in June 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) 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).

35/2023
28.06.2023 21:51
Current Report No. 35/2022
Effect of sales of CO2 emission allowances on Grupa Azoty Zakłady Azotowe Puławy S.A.’s financial results
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 28th 2023 the Company completed the process to sell 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 Company and remaining after it had surrendered EUAs matching its actual emissions for 2022.

The Company has assessed that the transaction has had a positive effect on its liquidity position, leading to a reduction in its net debt both on a separate and on a consolidated basis.

Proceeds from the sale of the EUAs, amounting to EUR 80.8m (PLN 360.2m), will increase the Company’s separate and consolidated EBIT and EBITDA for Q2 and H1 2023 by PLN 182.2m.

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

34/2023
26.06.2023 21:05
Current Report No. 34/2022
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy S.A. Annual General Meeting of June 26th 2023
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (the “AGM”) held on June 26th 2023, 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.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the AGM: 18,345,735
  • Number of votes held at the AGM: 18,345,735
  • Percentage share in voting rights represented at the AGM: 99,98%
  • Percentage share in total voting rights: 95.98%

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 2022, item 2554, as amended).

33/2023
26.06.2023 21:00
Current Report No. 33/2023
Resolutions passed by Grupa Azoty Zakłady Azotowe Puławy S.A. Annual General Meeting on June 26th 2023
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Annual General Meeting on June 26th 2023, together with the results of voting on the resolutions.

Furthermore, the Company’s Management Board publishes, attached hereto, the draft resolution which were put to vote but not passed by the Annual General Meeting.

At the Annual General Meeting, none of the shareholders raised an objection to be recorded in the minutes.

The documents voted on at the Annual General Meeting have been posted on the Company’s website https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and were also published by the Company with its separate and consolidated full-year reports and attached to Current Report No. 27/2023 of May 30th 2023.

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).

32/2023
20.06.2023 20:32
Current Report No. 32/2023
Execution of annex to Framework Agreement and annexes and new Individual Contracts for gas supply with PKN Orlen S.A.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”, the “Buyer”) announces that on June 20th 2023 the Company and its parent Grupa Azoty S.A. and the following companies: 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 estimated value of the contracts for the Company and its subsidiary, Grupy Azoty Zakłady Fosforowe Gdańsk Sp. z o.o. over their four-year term will be approximately PLN 8.8bn, 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 the Company and its subsidiary, Grupy Azoty Zakłady Fosforowe Gdańsk Sp. z o.o., will secure, during their term, at least 90% of the gas demand of the Buyers.

In addition, further to Current Report No. 18/2016 of April 13th 2016 on the execution of an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. (currently PKN Orlen S.A.), No. 28/2017 of June 21st 2017 on the execution of Individual Contracts with PKN Orlen, and No. 12/2019 of May 23rd 2019 and No. 20/2022 of July 7th 2022 on their extension, the Company announces that on June 20th 2023 it executed an annex to the currently binding Individual Contract, whereby 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 set forth in the Framework Agreement amended by the annex and in the new Individual Contract which is to take effect on October 1st 2023.

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).

31/2023
12.06.2023 18:46
Current Report No. 31/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in May 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) 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).

30/2023
06.06.2023 11:34
Current Report No. 30/2023
Non-disclosure document signed in connection with negotiations to be held with PKN ORLEN S.A. and Grupa Azoty S.A.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“GA Puławy”) announces that a non-disclosure document setting out a procedure for sharing information between the parties was signed by the GA Puławy, PKN ORLEN S.A. and Grupa Azoty S.A. 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).

29/2023
01.06.2023 21:56
Current Report No. 29/2023
Restarting production at Melamine II
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 23/2022 dated August 10th 2022 and Current Report No. 21/2023 of May 17th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 1st 2023 it decided to commence the process to restart another melamine unit, Melamine II, on June 2nd 2023. At 90 tonnes per day, the capacity of the Melamine II unit represents about a third of the Company’s total rated capacities in melamine. Its output will be aligned with the current supply and demand situation.

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

28/2023
30.05.2023 17:45
Current Report No. 28/2023
Draft resolutions for Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for June 26th 2023
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Annual General Meeting convened for June 26th 2023.

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

27/2023
30.05.2023 17:40
Current Report No. 27/2023
Notice of Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for June 26th 2023
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company, to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on June 26th 2023, in accordance with the notice attached as an appendix to this Current Report.

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).

26/2023
29.05.2023 19:11
Current Report No. 26/2023
Announcement concerning project to construct a coal-fired power generation unit
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 15/2023 of April 24th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces, based on information received from Polimex-Mostostal S.A., the general contractor under the EPC contract for the construction of a coal-fired power generation unit (the “Contractor”), that it will not be possible to complete the project by the date agreed between the parties, that is June 3rd 2023.

Due to improper operation of the steam turbine, it has become necessary to halt some of the start-up work. The Contractor is currently waiting for the turbine supplier to provide a technical report on the incident.

The Contractor tentatively estimates that the completion of the project (commissioning of the unit) will take place by September 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).

25/2023
25.05.2023 19:45
Current Report No. 25/2023
Supervisory Board resolution on allocation of Grupa Azoty Zakłady Azotowe Puławy’s net profit for 2022
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 22/2023 of May 23rd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 25th 2023 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual General Meeting for allocation of the net profit for the financial year 2022, of PLN 236,629,876.21, in full be allocated to the Company’s statutory reserve funds.

The final decision on the allocation of profit for 2022 will be made by the Annual General Meeting.

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).

24/2023
24.05.2023 19:26
Current Report No. 24/2023
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy S.A. Extraordinary General Meeting of May 24th 2023
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting (the “EGM”) held on May 24th 2023, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the EGM: 18,345,735
  • Number of votes held at the EGM: 18,345,735
  • Percentage share in voting rights represented at the EGM: 99,98%
  • Percentage share in total voting rights: 95.98%

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 2022, item 2554, as amended).

23/2023
24.05.2023 19:23
Current Report No. 23/2023
Resolutions passed by Grupa Azoty Zakłady Azotowe Puławy S.A. Extraordinary General Meeting on May 24th 2023
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Extraordinary General Meeting on May 24th 2023, together with the results of voting on the resolutions.

At the Extraordinary General Meeting, none of the shareholders raised an objection 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).

22/2023
23.05.2023 19:40
Current Report No. 22/2023
Management Board’s recommendation on allocation of net profit for 2022
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 23rd 2023 it passed a resolution to propose that the Company's entire net profit for the financial year January 1st 2022–December 31st 2022, in the amount of PLN 236,629,876.21, be allocated to the Company's statutory reserve funds.

The decision to retain the entire profit earned in 2022 in the Company is made considering the Company’s liquidity needs and in order to secure financing for investment projects. This includes continuation of ongoing projects and launch of new ones, relating in particular to decarbonisation under the Green Azoty 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).

21/2023
17.05.2023 19:35
Current Report No. 21/2023
Resumed production of melamine
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 6/2023 of March 9th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it made a decision  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 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).

20/2023
15.05.2023 22:58
Current Report No. 20/2023
Estimated selected consolidated financial results of Grupa Azoty Puławy Group for Q1 2023.
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Legal basis: Article 17(1) of MAR – Inside information   

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes estimates of selected consolidated financial results of the Grupa Azoty Puławy Group for the first quarter of 2023.

Discussion of Q1 2023 estimated results

In the first quarter of 2023, the Grupa Azoty Puławy Group generated estimated consolidated revenue of PLN 1,229m, EBITDA of PLN -253m, and an EBITDA margin of -20.6%.

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 Grupa Azoty Puławy 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 79.9m in funding granted to the Company 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.

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 of fertilizers (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. The Grupa Azoty Puławy Group adjusted its fertilizer production to market conditions on an ongoing basis and, like most European producers, significantly reduced its fertilizer output.

The reporting quarter saw a year-on-year decline in sales volumes and prices of nitrogen fertilizers. In the case of commodities, there was an increase in electricity and coal prices, while natural gas prices paid by the Company were at a level similar to the same period last year.

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.

As regards non-fertilizer products, sales volumes declined due to low customer activity, with the steepest fall reported for melamine. Prices of most products were lower than in the same period last year. An increase was reported for urea solution (PULNOx®), ammonia water (LIKAM®)), and carbon dioxide (ONECON). In March, the Company temporarily halted melamine production due to the demand-supply situation in the European market.

The Agro Segment’s estimated EBITDA margin for the first quarter of 2023 stood at -16.7%.

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 competitive 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 caprolactam, its key product. Prices of the main raw material for caprolactam production (benzene) 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 demand-supply situation, the Company temporarily halted the production of caprolactam in March.

The Plastics Segment’s estimated EBITDA margin for the first quarter of 2023 stood at -58.8%.

The amounts presented above are preliminary and may be subject to change. The final results will be presented in the consolidated report for the for the first quarter of 2023, to be issued 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).

19/2023
12.05.2023 18:52
Current Report No. 19/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in April 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) 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).

18/2023
12.05.2023 18:42
Current Report No. 18/2023
Change of release date for consolidated Q1 2023 report
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 3/2023 of January 20th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the release date for the consolidated report for the first quarter of 2023 has been changed from May 25th 2023 to May 22nd 2023.

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

1. First and third quarter interim reports:

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

2. Half-year interim reports:

  • H1 2023 complete consolidated report – August 30th 2023.

Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

17/2023
27.04.2023 21:04
Current Report No. 17/2023
Draft resolutions for Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for May 24th 2023
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Extraordinary General Meeting convened for May 24th 2023.

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).

16/2023
27.04.2023 21:03
Current Report No. 16/2023
Notice of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for May 24th 2023
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company, to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on May 24th 2023, in accordance with the notice attached as an appendix to this Current Report.

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).

15/2023
24.04.2023 22:01
Current Report No. 15/2023
Increase of project budget for construction of coal-fired power generation unit following contract amendment requests received from contractor
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 20/2019 of June 26th 2019, No. 29/2019 of September 25th 2019, No. 36/2021 of November 22nd 2021, No. 38/2021 of December 30th 2021 and No. 7/2022 of April 22nd 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 24th 2023 the Company’s Supervisory Board approved its proposal to the General Meeting regarding amendments to the ‘Construction of a coal-fired power generation unit’ project which involve an increase of the project budget from PLN 1,200m to PLN 1,230m (exclusive of value added tax) and extension of the project completion deadline by 223 days, i.e. until June 3rd 2023.

The reason for this proposal was the general contractor’s request to amend the contract, particularly with regard to its value and completion deadline. The contractor invoked the fact that the period scheduled for the contract execution coincided with the occurrence of certain force majeure events, with implications unseen in recent years, namely the COVID-19 pandemic and the Russian invasion of Ukraine, which had led to extraordinary and unforeseeable increases in the prices of materials and services as well as the PLN/EUR exchange rate.

The intention behind the budget increase is to secure funds sufficient to deliver the project and to satisfy the general contractor’s request for an increase of its fee, as announced by the Company in Current Report No. 7/2022 of April 22nd 2022, to the extent granted by the Company. Following mutual analyses and discussions, the request for an increase of the general contractor’s fee was granted in the amount of PLN 35m.

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

14/2023
18.04.2023 21:23
Current Report No. 14/2023
Recognition of inventory write-downs in the financial statements of Grupy Azoty Zakłady Azotowe Puławy Group for Q1 2023.
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Legal basis: Article 17(1) of MAR – Inside information.

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that based on its accounting policy which requires that at the end of each quarter inventories be measured at cost not exceeding their net realisable value, in its financial statements for the first quarter of 2023 the Company recognised inventory write-downs which, together with the use and reversal of write-downs during the quarter, will result in a PLN 87m drop in EBIT and EBITDA.

In the consolidated financial statements of the Company’s Group, net inventory write-downs for the first quarter of 2023 will be reported at approximately PLN 75m. The write-downs will reduce the consolidated EBIT and EBITDA of the Company’s Group.

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

The Company’s financial statements for the first quarter of 2023 are under preparation, so the above amounts are not final and may be changed. The Company’s Q1 2023 report is scheduled for issue on May 25th 2023.

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

13/2023
14.04.2023 18:09
Current Report No. 13/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in March 2023.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy 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).

12/2023
30.03.2023 23:00
Current Report No. 12/2023
Publication of 2022 non-financial report on corporate website
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the non-financial report for 2022 covering Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at https://pulawy.grupaazoty.com

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 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).

11/2023
21.03.2023 14:33
Current Report No. 11/2023
Execution of amended annex to factoring agreement with CaixaBank S.A. Polish Branch.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 10/2021 of April 29th 2021 and No. 3/2022 of March 31st 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 21st 2023, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., COMPO EXPERT GmbH and COMPO EXPERT Hellas S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed an annex to the payment services and financing agreement signed on April 29th 2021 (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”).

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 Factoring Agent, 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. 10/2021 of April 29th 2021 and No. 3/2022 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 Company’s financing security.

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).

10/2023
17.03.2023 21:39
Current Report No. 10/2023
Estimates of selected consolidated financial results of the Grupa Azoty Puławy Group for the fourth quarter and full year 2022
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes estimates of selected consolidated financial results of the Grupa Azoty Puławy Group for the fourth quarter and full year 2022.

Commentary on fourth-quarter 2022 results

In the fourth quarter of 2022, the Company’s Group posted consolidated revenue of PLN 1,855m and EBITDA of PLN 4m, with EBITDA margin at 0.2%.

The fourth-quarter 2022 results of the Company and its Group were affected by significant impairment losses on non-financial non-current assets and significant write-downs of finished goods, semi-finished goods and material inventories. The Company reported on the impairment losses and write-downs in its Current Report No. 9/2023 on March 13th 2023.

The inventory write-downs recognised in the fourth quarter of 2022 reduced consolidated EBIT and consolidated EBITDA by PLN 91m.

The impairment losses on non-financial non-current assets led to a PLN 568m decrease in consolidated EBIT for 2022. In accordance with the applied accounting policies, the impairment losses are one-off non-cash charges with no impact on consolidated EBITDA.

Key factors affecting financial performance in the fourth quarter of 2022 relative to the same period of last year by key segments:

Agro

Performance in the Agro Segment in the fourth quarter of 2022 was mainly driven by strong fluctuations in prices of natural gas and other commodities, supply-demand imbalance, and falling prices of agricultural produce.

Natural gas prices in the period were subject to extreme volatility, with TTF spot prices ranging from EUR 22 to EUR 160 per MWh. Given a downtrend in natural gas prices, a decision was made in October 2022 to partly resume fertilizer and melamine production, which was previously halted or curtailed in August 2022.

The fertilizer market was stagnant in the fourth quarter of 2022. Manufacturers were waiting for market activity and sales to rebound ahead of the upcoming fertilizer application season, while customers were holding off on purchases in anticipation of a drop in fertilizer prices expected as a result of a quarter-on-quarter fall in natural gas prices. These divergent expectations led to weak demand and an increase in fertilizer inventory levels at manufacturers and distributors. Reduced fertilizer purchases also reflected warning signs from the agricultural market, particularly a downward trend in prices of agricultural produce, compounded by high volumes of grain coming from Ukraine.

Sales of melamine and RedNox® fell in the fourth quarter of 2022 due to high supply in the European market, with prices up year on year. Melamine prices rose and RedNox® prices fell quarter on quarter. Sales volumes dropped significantly year on year.

The market was also monitoring the possible effects of an increase in China’s export potential as production in the country rebounded following easing of the zero COVID policy restrictions. Curtailed in July 2022, the Company’s melamine production was partially resumed on the back of lower natural gas prices at the end of October 2022.

The Agro Segment’s fourth-quarter 2022 EBITDA margin fell significantly year on year, to 0.3%. Segment results were reduced by impairment losses and write-downs.

Plastics

In the Plastics Segment, prices of feedstocks (benzene) and products fell quarter on quarter and rose year on year in the fourth quarter of 2022. Market prices for polyamide (caprolactam is used in the production of polyamide) were in a downtrend reflecting weak demand, an influx of imports and falling commodity and energy prices. Demand fell across virtually all industries: automotive, construction, packaging, electronics, and electrical engineering.

In response to a change in market conditions, including a quarter-on-quarter drop in prices of key feedstocks, a decision was made in October 2022 to resume caprolactam production at the Company, which was halted in August 2022 due to high feedstock costs.

EBITDA margin delivered by the Plastics Segment in the fourth quarter of 2022 was negative at -72.0%. Segment results were reduced by impairment losses and write-downs.

Key 2022 performance drivers

In 2022, the Company’s Group posted consolidated revenue of PLN 8,899m and EBITDA of PLN 1,076m, with EBITDA margin at 12.1%.

The Grupa Azoty Puławy Group’s performance in the reporting period was driven largely by the market impacts of Russia’s military invasion of Ukraine and record prices of feedstocks and energy. The macroeconomic conditions led to a major increase in product prices, a simultaneous decrease in sales volumes and demand-supply imbalance across all business segments. Rising inflation and the resulting increase in fixed costs was also a significant factor affecting performance.

The demand-supply imbalance seen throughout 2022 combined with extremely strong volatility of feedstock prices dictated the decision to temporarily halt or reduce fertilizer, caprolactam and melamine production at the Company.

As the Company’s financial statements for 2022 are being audited by the auditor, the figures provided above are estimates only and are subject to change. The final results will be presented in the consolidated report for 2022, which is due 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).

9/2023
13.03.2023 23:13
Current Report No. 9/2023
Recognition of impairment losses and write-downs in the financial statements of Grupy Azoty Zakłady Azotowe Puławy S.A. for 2022.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the „Company”) announces that as a result of impairment tests carried out for non-current assets of the Company’s cash generating units (CGUs) as at the reporting date, i.e. the Plastics CGU, Agro CGU, and Melamine CGU, a negative difference has been identified between the recoverable amount and carrying amount of the assets in the Plastics and Melamine CGUs. Therefore, a decision has been made to recognise impairment losses of PLN 57m for the Plastics CGU and PLN 511m for the Melamine CGU.

The impairment has been recognised in view of the changes taking place in the market and legal environment, which are causing a significant supply and demand imbalance, an increase in costs and, consequently, a deterioration in both CGUs’ performance and margins and in the case of the Plastics CGU also higher projected capital expenditures, as well as a material increase in market interest rates, affecting the discount rate for projected future cash flows.

Recognition of the impairment losses on non-current assets will have an effect on the 2022 financial statements of the Company and consolidated financial statements of the Company’s Group by reducing EBIT by PLN 568m.In accordance with the Company’s accounting policies, impairment losses are one-off non-cash charges and have no effect on the EBITDA of the Company or the consolidated EBITDA of the Company’s Group.

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, which reduce the Company’s EBIT and EBITDA. Net inventory write-downs recognised in Q4 2022 totalled approximately PLN 74m.

Net inventory write-downs recognised in the consolidated financial statements of the Company's Group in Q4 2022 were PLN 91m. The write-downs will reduce the consolidated EBIT and EBITDA of the Company’s Group for 2022.

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. As the audit of the Company’s 2022 financial statements 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).

8/2023
10.03.2023 21:13
Current Report No. 8/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in February 2023.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy 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.

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

7/2023
10.03.2023 12:52
Current Report No. 7/2023
State aid granted pursuant to law on business support programmes in view of situation on energy market in 2022-2024.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy 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 in 2022. The amount of aid granted to the Company is PLN 79.9m.

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).

6/2023
09.03.2023 18:00
Current Report No. 6/2023
Stoppage of caprolactam and melamine production.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 9th 2023 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  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.

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

5/2023
22.02.2023 22:05
Current Report No. 5/2023
Estimates of consolidated production output of the Grupa Azoty Puławy Group in January 2023
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy 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 Puławy 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).

4/2023
10.02.2023 19:17
Current Report No. 4/2023
Appointment of President and Vice President of Grupa Azoty Zakłady Azotowe Puławy Management Board
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Supervisory Board of the Company, at its meeting held on         February 10th 2023, appointed the following persons to the Management Board for the joint three-year term of office commenced May 26th 2022:

- Mr. Marcin Kowalczyk, to serve as President of the Management Board with effect as of the time of passing the resolution,
- Mr. Paweł Bryda, to serve as Vice President of the Management Board with effect as of the date of passing the resolution.

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.

Brief descriptions of the newly appointed members’ educational background, qualifications, previously held positions and employment records are 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).

3/2023
20.01.2023 13:57
Current Report No. 3/2023
Notice of full-year and interim results in financial year 2023
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy 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

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).

2/2023
17.01.2023 17:57
Current Report No. 2/2023
Changes on Management Board of Grupa Azoty Zakłady Azotowe Puławy
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on January 17th 2023 it received a letter of resignation, as provided for in Art. 369.5 of the Commercial Companies Code, by Renata Tyszer from her position as Vice President and member of the Management Board of the Company, with effect from January 17th 2023.

Further to Current Report No. 1/2023 of January 16th 2023, the Management Board also announces that the Supervisory Board of the Company, at its meeting held on January 17th 2023, appointed Justyna Majsnerowicz as Acting President of the Management Board of the Company, who will serve in this role until the date when a person selected in the Management Board Member recruitment process is appointed President of the Management Board. Prior to the appointment, Ms Majsnerowicz served as Vice President of the Management Board of the Company.

Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation of March 29th 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).

1/2023
16.01.2023 17:26
Current Report No. 1/2023
Resignation President on Management Board of Grupa Azoty Zakłady Azotowe Puławy
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on January 16th 2023 it received a letter of resignation, as provided for in Art. 369.5 of the Commercial Companies Code, by Tomasz Hryniewicz from her position as President and member of the Management Board of the Company, with effect from January 16th 2023.

Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of March 29th 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).

33/2022
28.11.2022 16:24
Current Report No. 33/2022
Execution of annex to agreement with Lubelski Węgiel Bogdanka S.A.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 28th 2022 an annex (the “Annex”) was signed to the Long-Term Agreement for Sale of Thermal Coal executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka (the “Seller”) on January 8th 2009 (the “Agreement”).

The Agreement provides for sale of thermal coal to the Company.

Under the Annex, the price was set for thermal coal deliveries due in November–December 2022 and in 2023 and the terms of thermal coal supply were revised to include, among other things, an optional increase in the supply volume for the remaining years of the Agreement term (starting from 2024).

In addition, due to the occurrence at the Seller of circumstances amounting to force majeure resulting in coal supply limitations, as announced by the Company in Current Report No. 28/2022 of September 30th 2022, the parties to the Annex decided to postpone the outstanding deliveries due in 2022 and 2023. The outstanding coal volumes will be delivered to the Company not later than in 2024 and 2025.

Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2027 is estimated at PLN 2,887m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 35.3% more than disclosed in Current Report No. 37/2021 of November 29th 2021). Of that amount, approximately PLN 1,400m (VAT exclusive) is attributable to 2023−2027.

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

Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company's CHP plant, providing coal with parameters required by 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).

32/2022
15.11.2022 19:53
Current Report No. 32/2022
Implications of the Grupa Azoty Group Strategy 2021–2030 for Grupa Azoty Puławy Zakłady Azotowe Puławy S.A.
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Legal basis: Article 17(1) of MAR – Inside information   

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that, following adoption by the Group’s parent Grupa Azoty S.A. of the Grupa Azoty Group Strategy 2021–2030 (the “Strategy”), as announced by Grupa Azoty S.A. in Current Report No. 34/2021, on November 15th 2022 the Company’s Management Board adopted, and the Company’s Supervisory Board approved, the implications of the Grupa Azoty Group Strategy 2021–2030 for Grupa Azoty Zakłady Azotowe Puławy S.A. (“Strategy Implications”).

The Strategy is a response to the most pressing challenges facing the world today, encompassing aspects related to the natural environment, society and its security. The Company has developed the Strategy Implications as a document detailing the selected content of the Strategy that is of relevance to the Company.

Grupa Azoty Group’s Mission, Vision and Values until 2030

By 2030, the Grupa Azoty Group will be an efficient, flexible, integrated and division-based corporate group focused on production in Europe.

Mission 2030
We make fertilizers, plastics and chemicals in harmony with the environment. We improve the well-being of people in Europe and actively contribute to building our continent’s food security.

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

When defining the new mission and vision and presenting the corporate values, objectives and plans until 2030, the following elements were identified in the Strategy Implications:

  • Management strategy based on business segments (Agro, Plastics, Tech Grade Urea)
  • Financial strategy
  • ESG strategy
  • Feedstock strategy
  • Innovation strategy
  • Operational excellence strategy.

The Strategy addresses the challenges of the European Green Deal facing today’s industry. Specific initiatives, including those focused on environmentally friendly captive energy generation, emissions reduction and decarbonisation, have been presented by the Grupa Azoty Group in the Green Azoty Strategic Corporate Project that is built around the three pillars the Company has pledged its commitment to:

  • Green products
  • Green technologies
  • Green organisation.

Management strategy based on business segments

The Company’s operations until 2030 will focus on the 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. The key development directions defined within each business segment will be part of the implementation of the Green Azoty strategic project.

Agro
The priority of the Grupa Azoty Group, including the Company, in the Agro Segment is to strengthen its position as a leader in fertilizer production and sales through portfolio expansion. By 2030, the Grupa Azoty Group will be perceived not only as a supplier of fertilizer but also of end-to-end fertilization systems. The Company and the Grupa Azoty Group 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 EU’s ‘Farm to Fork’ strategy, which prioritises sustainable agriculture.

Plastics
As part of the Plastics Segment, as an environmentally friendly manufacturer, the Company 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.

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

Strategic business area – Energy
The primary objective of the Energy area is and will be to support the Grupa Azoty Group’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 in-house energy generation processes emit greenhouse gases, the Company needs to take steps to transform its in-house heat and power generation, reduce energy consumption and improve the energy efficiency of its chemical units.

Key objectives in the Energy Strategic Business Area:

  • diversify energy sources and then phase out coal-fired sources in favour of natural gas and alternative green renewables to minimise carbon footprint,
  • maximise synergies between energy generation and chemical processes, for instance where energy is produced from steam created by chemical units,
  • reduce unit energy consumption,
  • deploy new technology solutions,
  • align the Company’s energy installations with the BAT conclusions.

Green Azoty strategic corporate project as a key element of the Grupa Azoty Group ESG Strategy

The Grupa Azoty Group’s new business strategy is driven by the climate and energy transition. 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 the Company and the Grupa Azoty Group will mark the first step towards achieving carbon neutrality by 2050. The Company’s objective is to cut the share of heat and electricity from burning coal below 50% of total energy consumed in 2030.

Decarbonisation programme
A member of the Grupa Azoty Group, the Company understands the gravity of climate change and environmental degradation, which present a major threat to the modern world. Being an important player in the chemical industry, which produces large amounts of greenhouse gas emissions for reasons inherently related to the technologies it employs, the Company takes its share of responsibility for slowing down the pace of the unfolding climate change. The Grupa Azoty Group is set to implement its own decarbonisation programme in the coming decade. Planned decarbonisation projects will allow the Company to reduce its estimated CO2emissions by over 250 thousand tonnes in 2030 compared with 2020.

CO2 emissions from own generation and purchased electricity will be reduced by an average of 30% in 2030 compared with 1990.

The Company plans to spend almost PLN 864m on green and decarbonisation projects in 2022–2030.

Grupa Azoty Group as a green energy producer
By 2030, the Grupa Azoty Group will seek to implement technological solutions harnessing renewable energy, including solar PV, wind, biomass and waste heat from process units. The key strategic plans assume a 12% share of renewables in electricity generation mix of the Company by 2030.

Actively participating in the development of Poland’s hydrogen market
The largest hydrogen producer in Poland and a major one in Europe, the Grupa Azoty Group 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 the Grupa Azoty Group, including the Company, 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, the Grupa Azoty Group, including the Company, will focus on projects 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 the Grupa Azoty Group’s research and development resources will be geared towards achieving climate targets. The Company’s new R&D projects will focus on fertilizer development, hydrogen, biodegradable plastics, electromobility and circular economy. By 2024, the Grupa Azoty Group 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.

Financing strategy
The financing structure will be tailored to the needs and capabilities of the Company, 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 and the capex programme.

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

ESG strategy
The Company has adopted the general objectives of the ESG Strategy, forming part of the Grupa Azoty Group Strategy, as the strategic goals implemented under the corporate strategy of the Grupa Azoty Group.

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

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

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

The Company 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.

The Company acts and expects its business partners to act in an ethical, socially responsible and environmentally sustainable manner. The Company complies with codes of ethics 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 the Company’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 environmental stewardship will also play a vital role in shaping the procurement policy, which will be focused on increasing the share of green energy in the Company’s mix and on gradually tightening control of the carbon footprint of externally sourced chemical raw materials.

Innovation strategy
The Grupa Azoty Group 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 and continuous financial control of research projects allows desired rates of return to be achieved on the 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 the Company. Over the 2030 horizon, the Grupa Azoty Group 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.

Operational excellence strategy

Logistics
With goals of the European Green Deal in mind, logistic functions at the Grupa Azoty Group 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.

By 2030, the Grupa Azoty Group 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.

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

31/2022
28.10.2022 22:09
Current Report No. 31/2022
Estimated selected consolidated financial results of Grupa Azoty Puławy Group for Q3 and 9M 2022
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Legal basis: Article 17(1) of MAR – Inside information

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

Comments on the results for the nine months of 2022:

In the nine months to September 30th 2022, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 7,043m, EBITDA of PLN 1,072m and an EBITDA margin of 15.2%. The Group’s performance in the reporting period was mainly affected by the aftermath of Russia’s armed invasion of Ukraine and unprecedented growth in the prices of commodities, particularly natural gas, as the key feedstock used in fertilizer production.

Comments on the results for the third quarter of 2022:

In the third quarter of 2022, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 2,125m, negative EBITDA of PLN -1m and an EBITDA margin of 0%. The Group’s performance in the reporting period deteriorated year on year.

The results were generated amid significant uncertainty triggered by sharp increases and volatility of the prices of exchange traded commodities, especially natural gas. This prompted a decision on temporary production cuts at some of the Company’s plants.

Key factors affecting financial performance in the third quarter of 2022 relative to the same period last year by key segments:

1. Agro Segment:

Fertilizer products

In the Agro Segment, the reported quarter was another period with persistent price rises affecting feedstock and raw materials used in fertilizer production, particularly natural gas, in the wake of Russia’s armed invasion of Ukraine.

Natural gas prices in the reporting period remained on a steep growth trajectory that began in the second half of 2021, peaking out in late August 2022. The average market price of natural gas in the third quarter of 2022 surged by more than 300% compared with the same period the year before. The record high exchange quoted prices of natural gas led to a decision to temporarily halt production at the Company.

The Company, along with other Grupa Azoty Group companies, were among the last producers in the European Union to introduce production cuts.

Non-fertilizer products

In the case of non-fertilizer products, the main performance driver in the third quarter of 2022 was the demand side situation and an increase in the prices of production inputs. Demand in the target markets was relatively weak, and European producers were struggling under competitive pressures from non-EU imports. As a result, the Company decided to reduce melamine output as early as July 2022, and then in August 2022 to altogether halt both melamine and urea production.

The Agro Segment’s EBITDA margin generated in the third quarter of 2022 stood at -3.1%.

2. Plastics Segment

In the Plastics Segment, the third quarter of 2022 saw very strong price volatility affecting its key production feedstock, benzene, which surged to record high levels in July 2022 and then fell sharply starting from August. High raw material costs prompted a decision to temporarily halt production.

Conditions in the Plastics Segment were largely determined by weak demand from the markets of key polyamide applications (polyamide being obtained from caprolactam conversion), slowed further down by the summer holiday season.

EBITDA margin delivered by the Plastics Segment in the third quarter of 2022 was -10.4%.

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 nine months of 2022, to be issued on November 9th 2022.

Decisions on production cuts and resumption at the Company were communicated in Current Report No. 21/2022 of July 8th 2022, Current Report No. 23/2022 of August 10th 2022, Current Report No. 24/2022 of August 22nd 2022, Current Report No. 29/2022 of October 12th 2022, and 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).

30/2022
27.10.2022 19:32
Current Report No. 30/2022
Resumed production of melamine and caprolactam
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 24/2022 of April 22nd 2022 and Current Report No. 29/2022 of October 12th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on October 27th 2022 it made a decision to resume production of melamine (the Agro Segment) through restart of Melamine Plant III and of caprolactam (the Plastics Segment). The bringing back on-stream of Melamine Plant III means that melamine production will be resumed at about one-third of the maximum capacity of all melamine plants operated by the Company (maximum melamine production capacity: 270 tonnes/day).

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

29/2022
12.10.2022 17:21
Current Report No. 29/2022
Production resumed at Agro Segment
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 24/2022 of August 22nd 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that, prompted by a change in market conditions, it has decided to bring back on stream the available production capacities of the Agro Segment’s nitrogen fertilizer units (PULAN®, PULAN® MACRO, Calcium Ammonium Nitrate 27N, PULREA®, PULREA®+INu, and UAN®) starting from October 12th 2022.

Taking into account all the production currently under way (Agro Segment: ammonium sulfate from the flue gas desulfurisation system, non-fertilizer products except for melamine), the only facilities that remain shut down after the restart of fertilizer production are the caprolactam unit (Plastics Segment) and the melamine unit (Agro 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).

28/2022
30.09.2022 18:35
Current Report No. 28/2022
Effects of reduced coal production by Lubelski Węgiel Bogdanka S.A.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it has received from Lubelski Węgiel Bogdanka S.A. (“LW Bogdanka”) a notice, dated September 29th 2022, of circumstances preventing the latter from performing the Long-Term Agreement for Sale of Thermal Coal of January 8th 2009 between the Company and LW Bogdanka (the “Agreement”). According to the notice, LW Bogdanka estimates that in the worst-case scenario it may fail to supply a total of approximately 160,000 tonnes of coal to the Company by the end of 2023. In the notice, LW Bogdanka also stresses that the operating forecast included therein is an estimate only, which means that there is no guarantee that the forecast targets will be met.

In view of its current and expected demand, the Company has therefore launched a bidding process to contract thermal coal deliveries from other suppliers.

The Company further wishes to indicate that owing to the current geopolitical situation, procurement of thermal coal will entail incurring extra costs, which are now being assessed by 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).

27/2022
26.09.2022 19:46
Current Report No. 27/2022
Execution of an annex to the MPCF agreement with PKO BP S.A. and of a physical cash pooling agreement.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 16/2015 of April 23rd 2015, Current Report No. 26/2016 of September 20th 2016 and Current Report No. 20/2018 of June 29th 2018, as amended by Current Report No. 20/2018/K of July 3rd 2018, as well as Current Report No. 30/2022 of September 26th 2022 issued by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Azotowe Puławy S.A. – the “Parent”), the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that on September 26th 2022 it executed, together with Grupa Azoty S.A. and selected companies of the Parent’s Group (the “Borrowers”, the “Group Companies”), 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:  

As at the annex date, a sublimit of up to PLN 1m for the revolving credit facility, guarantees or letters of credit was set for Grupa Azoty Zakłady Azotowe Puławy S.A. with effect from September 30th 2022.

a) the 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) revolving working capital, bank guarantee and letters of credit facilities were made available within the Facility Limit to the Parent and the Group Companies that are parties to the MPCF Agreement;
f) bank guarantees issued by the Bank to the 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 of the Parent”), were released from their obligations under a surety agreement for the MPCF Agreement of June 29th 2018. 

As at the annex date, a sublimit of up to PLN 1m for the revolving credit facility, guarantees or letters of credit was set for Grupa Azoty Zakłady Azotowe Puławy S.A. with effect from September 30th 2022.

The Parent is liable to repay all amounts due under the MPCF Agreement, and each of the other Borrowers (i.e. the Group Companies) 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 Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. further announces that on September 26th 2022 it executed, together with the Parent and the Group Companies, a PLN, EUR and USD physical cash pooling agreement with the Bank, related to the MPCF Agreement, 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 Group Companies’ current accounts.

In addition, in connection with the execution of the MPCF Agreement and the PCP Agreement the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the following will expire on September 30th 2022: the PLN 310m overdraft facility agreement executed with the Bank, Grupa Azoty S.A. and selected companies of the Parent’s Group on October 1st 2010, as amended (the “Overdraft Facility Agreement”), and the related PLN physical cash pooling agreement of September 30th 2016, as amended, as well as sureties for liabilities under the Overdraft Facility Agreement totalling PLN 372m, issued under a surety agreement executed on June 29th 2018 between the Bank, the Parent and the Key Subsidiaries of the Parent as sureties.

The MPCF Agreement also imposes certain restrictions on the Parent and the Key Subsidiaries of the Parent, including restrictions on disposal or encumbrance of their 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. 16/2015 of April 23rd 2015 and Current Report No. 20/2018 of June 29th 2018, as amended by Current Report No. 20/2018/K of July 3rd 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, accompanied by release of the Key Subsidiaries of the Parent 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 companies of the Parent’s Group 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).

26/2022
21.09.2022 21:55
Current Report No. 26/2022
Estimated selected consolidated financial results of the Grupa Azoty Puławy Group for the second quarter and the first half of 2022
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Grupa Azoty Puławy 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 Puławy Group generated consolidated revenue of PLN 4,919m, EBITDA of PLN 1,073m and an EBITDA margin of 21.8%.

Discussion of the results for the second quarter of 2022

In the second quarter of 2022, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 2,226m, EBITDA of PLN 451m and an EBITDA margin of 20.2%.

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, caprolactam and melamine.

The results generated by the Grupa Azoty Puławy Group during the period under review were strongly influenced by the turbulence caused by Russia’s aggression against Ukraine, which had 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.

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 of 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 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 about 15% year on year.

The Agro Segment’s EBITDA margin generated in the second quarter of 2022 stood at 21.1%.

Plastics

In the Plastics Segment in the second quarter of 2022, there was a year-on-year increase in the prices of the main raw materials used in production, that is natural gas and benzene, by about 290% and 18%, respectively, and electricity and sulfur, by about 39% and 94%, respectively.

Following the rise in raw material prices, market prices of plastics went up, but faced a demand barrier due to the condition of the main industries purchasing plastics (car companies, fiber manufacturers), which did not rebound after the COVID-19 pandemic.

Weakening demand in the automotive industry was mainly due to difficulties securing semiconductors and other components, which brought about temporary production cuts and shutdowns at end users.

The EBITDA margin delivered by the Plastics Segment in the second quarter of 2022 was 7.3%.

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 2022, to be issued 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 introduced in the third quarter of 2022 due to an extraordinary and unprecedented increase in natural gas prices.

The Company announced the production cuts in Current Reports No. 21/2022 of July 8th 2022, No. 23/2022 of August 10th 2022 and No. 24/2022 of August 22nd 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).

25/2022
02.09.2022 17:16
Current Report No. 25/2022
Change of released date for consolidated H1 2022 report
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 1/2022 of January 28th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy 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).

24/2022
22.08.2022 23:12
Current Report No. 24/2022
Decision to temporarily cut production
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 21/2022 of July 8th 2022 and Current Report No. 23/2022 of August 10th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that due to an extraordinary and unprecedented spike in natural gas prices, on August 22nd 2022 it has decided on to temporarily shut down further units and cut production. The Company will reduce the production of ammonia to approximately 10% of capacity. Production will be halted in the Plastics and Agro Segments, except for the production of ammonium sulfate from the FGD unit, NOXy®, Likam, and PULNOX®.

During the announced shutdown of production units, investment and repair processes will be carried out.

The current situation on the natural gas market, which determines the profitability of production, is exceptional and entirely beyond the Company’s control, and could not have been predicted.

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

23/2022
10.08.2022 20:10
Current Report No. 23/2022
Suspension of melamine production
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report 21/2022 of July 8th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that given the current market conditions: record-high natural gas prices and a significant fall in melamine demand, on August 10th 2022 the Management Board resolved to further reduce melamine production and shut down the Melamine II plant. Taking into account the previously announced production cuts and the ongoing maintenance work, as of August 11th 2022 the Company suspends all melamine production until further notice. Obligations to supply melamine under trade contracts, being largely of a short-term nature, will be performed in reliance on the accumulated product stocks.

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

22/2022
27.07.2022 21:29
Current Report No. 22/2022
Appointment of Supervisory Board Member
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on July 27th 2022, the Company received a statement from the Minister of State Assets on the appointment of Paweł Kowalczyk to the Company’s Supervisory Board, made pursuant to Art. 32.1 of the Company’s Articles of Association, with effect from July 28th 2022.

The Management Board of the Company further announces that the new 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, 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.

A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Member of the Supervisory Board are attached to this Current Report.

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 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).

21/2022
08.07.2022 21:24
Current Report No. 21/2022
Decision to temporarily cut melamine production.
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Legal basis: Article 17(1) of MAR – Inside information

In view of the currently prevailing market conditions with rising gas prices and achievable product selling prices, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on July 8th 2022 it made a decision to reduce melamine production by stopping one of the units (Melamine Plant I – line I) and by reducing to 50% the capacity utilisation of another unit (Melamine Plant II). Because of the scheduled maintenance work on the other units (Melamine Plant I – line II and Melamine Plant III), starting from July 9th 2022 melamine production will be carried out at approximately 20% of the maximum total capacity (which amounts to 270 tonnes/day).

Obligations to supply melamine under the existing trade contracts, being largely of a short-term nature, will be performed in reliance on the melamine units that have remained operational and accumulated product stocks.

The Company keeps monitoring the feedstock prices and will adjust its production depending on the market situation.

As at the date of this current report, the Company is unable to precisely estimate the potential financial impact of the production cut. Further developments will be communicated by the Company in 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).

20/2022
07.07.2022 17:19
Current Report No. 20/2022
Extension of Individual Contracts with Polskie Górnictwo Naftowe i Gazownictwo S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 18/2016 of April 13th 2016 on the execution of an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”), No. 28/2017 of June 21st 2017 on the execution of Individual Contracts with PGNiG, and No. 12/2019 of May 23rd 2019 on their extension, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on July 7th 2022 the Company and its parent: Grupa Azoty S.A. and other companies from Grupa Azoty: 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”) 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 Company and Azoty Group Customers until September 30th 2023.

The value of the annex executed between the Company and PGNiG is estimated at PLN 6.5 billion. The pricing formula applied in the Individual Contracts is based on gas market price indices.

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

19/2022
23.06.2022 22:40
Current Report No. 19/2022
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy S.A.’ Annual General Meeting convened for June 23rd 2022
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of totalvoting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (the “AGM”) held on June 23rd 2022, 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.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the AGM: 18,345,735
  • Number of votes held at the AGM: 18,345,735
  • Percentage share in voting rights represented at the AGM: 100% (less one share)
  • Percentage share in total voting rights: 95.98%

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2021, item 1983, as amended).

18/2022
23.06.2022 22:35
Current Report No. 18/2022
Resolutions passed by Grupa Azoty Zakłady Azotowe Puławy S.A.’s Annual General Meeting on June 23rd 2022.
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, resolutions passed by the Company’s Annual General Meeting on June 23rd 2022, together with the results of voting on the resolutions.

Furthermore, the Company’s Management Board publishes, attached hereto, the draft resolution which were put to vote but not passed by the Annual General Meeting.

At the Annual General Meeting, none of the shareholders raised an objection to be recorded in the minutes.

The documents voted on at the Annual General Meeting have been posted on the Company’s website https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and were also published by the Company with its separate and consolidated full-year reports for 2021 and attached to Current Report No. 15/2022 of May 27th 2022.

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).

17/2022
23.06.2022 13:37
Current Report No. 17/2022
Distribution of dividend for 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Further to Current Reports No. 11/2022 of May 17th 2022 and No.12/2022 of May 18th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 23rd 2022 the Annual General Meeting passed a resolution to distribute the dividend for 2021.

  1. The amount to be paid as dividend is PLN 126,159,000.00.
  2. Dividend per share is PLN 6.60.
  3. The dividend will be paid in respect of all Company shares 19,115,000 shares.
  4. The dividend record date is July 29th 2022.
  5. The dividend payment date is August 19th 2022.

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).

16/2022
03.06.2022 14:16
Current Report No. 16/2022
Execution of annex to reverse factoring agreement with ING Commercial Finance Polska S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 9/2021 of April 29th 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 3rd 2022, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company and the Factoring Agent: 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. 9/2021 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 Company’s financing security.

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

15/2022
27.05.2022 15:45
Current Report No. 15/2022
Draft resolutions for Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for June 23rd 2022
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Annual General Meeting convened for June 23rd 2022.

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.

14/2022
27.05.2022 15:39
Current Report No. 14/2022
Notice of Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for June 23rd 2022
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company, to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on June 23rd 2022, in accordance with the notice attached as an appendix to this Current Report.

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).

13/2022
25.05.2022 23:56
Current Report No. 13/2022
Removal of all Management Board Members and appointment of Members of Grupa Azoty Zakłady Azotowe Puławy Management Board for new term
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 25th 2022 the Supervisory Board, acting pursuant to Art. 30.1.1 of the Articles of Association of the Company, passed resolutions to remove the following Members of the Management Board of the Company from the Management Board and from their respective positions:

  • Tomasz Hryniewicz from the position of President of the Management Board,
  • Jacek Janiszek from the position of Vice President of the Management Board,
  • Adam Lesiński from the position of Vice President of the Management Board,
  • Andrzej Skwarek from the position of Member of the Management Board,

They were removed from office with effect as of end of day May 25th 2022.

Furthermore, at its meeting held on May 25th 2022, the Supervisory Board of the Company, acting pursuant to Art. 30.1.1 in conjunction with Art. 22.2, Art. 23.1, Art. 24.1 and Art. 24.2, passed resolutions to appoint the following persons as Members of the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. for a new joint three-year term of office beginning on May 26th 2022:

  • Tomasz Hryniewicz as President of the Management Board,
  • Jacek Janiszek as Vice President of the Management Board,
  • Renata Tyszer as Vice President of the Management Board,
  • Justyna Majsnerowicz as Vice President of the Management Board,
  • Andrzej Skwarek as a Member of the Management Board elected by Employees of the Company.

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. Brief descriptions of the newly appointed members’ educational background, qualifications, previously held positions and employment record are attached to this Current Report.

Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation of March 29th 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).

12/2022
18.05.2022 17:20
Current Report No. 12/2022
Supervisory Board resolution on allocation of Grupa Azoty Zakłady Azotowe Puławy’s net profit for the financial year 2021
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 11/2022 of May 17th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 18th 2022 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual
General Meeting for the following allocation of the net profit for 2021 of PLN 197,226,014.17:

  1. PLN 126,159,000.00 i.e. 6.60 per share to be distributed to shareholders as a dividend;
  2. PLN 71,067,014.17 to be excluded from distribution to shareholders and transferred to statutory reserve funds.

Also, the Supervisory Board gave a positive assessment of the Management Board’s proposal to set the dividend record date for July 29th 2022 and dividend payment date for August 19th 2022. The final decision on the allocation of profit for 2021 and the dividend record and payment dates will be made by the Annual General Meeting.

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).

11/2022
17.05.2022 14:41
Current Report No. 11/2022
Management Board’s recommendation on allocation of the net profit for the financial year 2021
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on May 17th 2022 it passed a resolution to recommend to the Annual General Meeting that the net profit of PLN 197,226,014.17 for the financial year 2021 lasting from January 1, 2021 to December 31, 2021 be allocated as follows:

  1. PLN 126,159,000.00 i.e. 6.60 per share to be distributed to shareholders as a dividend;
  2. PLN 71,067,014.17 to be excluded from distribution to shareholders and transferred to statutory reserve funds.

The Company's Management Board requests that the dividend day be set for July 29th 2022, while for the dividend payment day it recommends setting August 19th 2022.

At the same time, the Company informs that pursuant to art. 382 § 3 of the Code of Commercial Companies, this application will be sent to the Company's Supervisory Board for evaluation. A final decision on the allocation of profit will be made by the Annual General Meeting.

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).

10/2022
10.05.2022 21:05
Current Report No. 10/2022
Estimated selected consolidated financial results of Grupa Azoty Puławy Group for the first quarter of 2022
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Grupa Azoty Puławy 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 Puławy Group generated consolidated revenue of PLN 2,692m, EBITDA of PLN 622m and EBITDA margin of 23.1%.

All segments delivered positive EBITDA in the first quarter of 2022.

The Agro segment accounted for the largest share in the EBITDA generated by the Grupa Azoty Puławy Group in the first quarter of 2022, although the share decreased compared to the same period last year, from 95.1% to 93.2%.

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.

The Group’s results benefited in particular from higher prices of most products in the Agro Segment and were negatively impacted mainly by higher prices of feedstocks and raw materials and lower melamine sales volumes.

The first quarter of 2022 was 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 in the price of natural gas), leading to a further increase in 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 in the market in the peak of the fertilizer application season.

The total volume of fertilizer sales recorded by the Grupa Azoty Puławy Group was comparable to that recorded in the first quarter of 2021, with a drop in exports and higher sales in the domestic market.

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’s results were 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 lower fertilizer output from the Group’s European competitors, caused by, among other factors, an undersupply of ammonia manufactured by producers in Eastern Europe.

The Group posted strong sales of melamine (on lower volumes) and RedNOXy products (on higher volumes) in the first quarter of 2022. As in the case of fertilizers, the prices of these products grew rapidly as a consequence of soaring gas prices. The prices of technical-grade urea were also in an upward trend. This was a result of, among other things, the situation in the global markets for ammonia and urea. The supply of these products from Eastern European producers fell considerably due to the war in Ukraine, driving up the prices. The sales volumes of technical-grade urea rose year on year.

EBITDA margin in the Agro Segment was 23.9%, compared with 11.9% a year earlier.

Plastics

The Plastics Segment saw higher prices of both products and raw materials used in production (natural gas, benzene, sulfur), with higher sales volumes compared to the same quarter last year.

EBITDA margin delivered by the Plastics Segment in the first quarter of 2022 was 4.8% compared with -12.1% in the first quarter of 2021. The market situation in the Plastics Segment, including in relation to caprolactam in the first quarter of 2022, was determined by high uncertainty regarding the outlook for prices of key raw materials, including energy commodities, used in the production of caprolactam (benzene, natural gas, electricity, sulfur).

Following the rise in raw material prices, market prices of plastics went up, but faced a demand barrier due to the condition of the main industries purchasing plastics (car companies, fiber manufacturers), which did not rebound after the COVID-19 pandemic.

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

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

9/2022
29.04.2022 18:24
Current Report No. 9/2022
Correction to 2021 annual report
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Company’s annual report for 2021 was supplemented by the document ‘Information of the Management Board on the appointment of an audit firm 2021 – full-year financial statements of the Company’ in place of the incorrect document ‘Information of the Management Board on the appointment of an audit firm 2021’ which pertained to the audit of the consolidated financial statements of the Company’s Group.

‘Information of the Management Board on the appointment of an audit firm 2021 – full-year financial statements of the Company’ is attached as an appendix to this report.

The financial data and other information contained in the annual report, which was published by the Company on April 27th 2022, remain unchanged.

The corrected annual report for 2021 will be published on April 29th 2022.

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).

8/2022
27.04.2022 23:55
Current Report No. 8/2022
Publication of 2021 non-financial report on corporate website
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the non-financial report for 2021 covering Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at https://pulawy.grupaazoty.com

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 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).

7/2022
22.04.2022 19:22
Current Report No. 7/2022
Request for contract amendment received from contractor on project to build coal-fired power generation unit
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 22nd 2022 it received a request from Polimex Mostostal S.A. (the “Contractor”), the general contractor on the EPC contract for the construction of a coal-fired power generation unit (the “Contract”), announced by the Company in Current Report No. 29/2019 of September 25th 2019 (the “Project”), to amend the Contract by increasing the amount of remuneration by a total of PLN 188.7m VAT-exclusive.

The Contractor invokes the COVID-19 epidemic and the Russian invasion of Ukraine as the force majeure events justifying the request. Further in the request the Contractor cites the adverse impacts of the force majeure events on contract performance, claiming that the force majeure events have led to an extraordinary and unforeseeable increase in the costs of the Project (an increase in the costs of materials and services and an increase in the PLN/EUR exchange rate).

The proposed amendments will be thoroughly analysed to verify if they are valid in the light of contractual provisions and the facts.

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).

6/2022
06.04.2022 21:47
Current Report No. 6/2022
Estimates of selected consolidated financial results of the Grupa Azoty Puławy Group for the fourth quarter and full year 2021
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, estimates of selected consolidated financial results of the Company’s Group for the fourth quarter and full year 2021.

Commentary on fourth-quarter 2021 results In the fourth quarter of 2021, the Company’s Group posted consolidated revenue of PLN 2,138m and EBITDA of PLN 395m, with EBITDA margin at 18.5%.

The fourth quarter of 2021 saw an uptrend in fertilizer sales prices driven by a sudden, sharp rise in the prices of key feedstocks used in fertilizer production, particularly natural gas, which led to an unprecedented, exponential rise in production costs.

At the same time, the fourth-quarter results reflected strong demand for chemical products of the Company’s Agro Segment (melamine, technical grade urea, and RedNoxy).

In the fourth quarter of 2021, the Company’s Group resolved to recognise an impairment loss based on the results of an impairment test of non-current assets of the Plastics cash generating unit (CGU). In line with the accounting policies in place at the Grupa Azoty Group, the impairment loss, being a non-cash item, had no impact on the Company’s consolidated EBITDA.

Major performance drivers in key business segments:

Agro

Performance in the Agro Segment was determined by high feedstock prices, mainly natural gas (a key feedstock for fertilizer production), which surged by over 400% year on year. The segment’s performance was lifted by higher sales prices across all nitrogen fertilizer categories.

The growth in fertilizer prices was driven by rising production costs and reflected price trends affecting other European producers. Thanks to measures taken within the Grupa Azoty Group to cover domestic fertilizer demand, fertilizer prices in Poland in the fourth quarter of 2021 were among the lowest in the European Union.

In the fourth quarter of 2021, the Company’s Group did not halt or reduce fertilizer production at its facilities.

EBITDA margin in the Agro Segment was 22.1% compared with 18.6% a year earlier.

In the fourth quarter of 2021, the contribution of melamine to the Agro Segment’s gross profit rose significantly year on year. Melamine prices grew very fast during the period under review. In the fourth quarter of 2021, performance significantly improved year on year in the case of technical grade urea and RedNoxy products. Margins achieved by the Agro Segment on the RedNoxy product category were supported by higher sales volumes. Higher feedstock prices (notably natural gas) dragged down results delivered by these product categories. However, they were more than offset by the prices and, in some cases, volumes of the products sold.

Plastics

Caprolactam demand is driven by the level of demand for polyamide produced by Grupa Azoty S.A., which uses caprolactam as a feedstock. Looking more broadly, caprolactam results reflect the market situation of polyamide end-users. The fourth quarter of 2021 saw slower demand from the automotive sector, a major consumer of plastics. The slowdown was offset by continued solid demand from other polyamide application sectors. Lower sales volumes and high feedstock prices, mainly benzene but also natural gas and sulfur, had a negative impact on the segment’s results for the period.

Plastics’ EBITDA margin in the fourth quarter was -12.8%, compared with 1.2% in the same period last year.

Key 2021 performance drivers

The financial results delivered by the Company’s Group in 2021 were significantly influenced by rising feedstock and product prices. Economic recovery accelerated during 2021 as the impacts of the COVID-19 pandemic subsided. At the same time, demand-supply imbalances were apparent as a result of supply chain disruptions across feedstock and product markets.

The Company’s Group generated consolidated revenue of PLN 5,489m in 2021 (2020: PLN 3,206m) and EBITDA of PLN 660m (2020: PLN 508m), with EBITDA margin at 12.0% (2020: 15.8%). All-time-high natural gas prices reduced EBITDA margin by 3.8pp despite a 29.9% rise in EBITDA.

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

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).

5/2022
01.04.2022 17:09
Current Report No. 5/2022
Impairment loss recognised on non-current assets
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy (the “Company”) announces that, based on the results of an impairment test of non-current assets of the Plastics cash generating unit (CGU), on April 1st 2022 the Management Board resolved to recognise a PLN 264m impairment loss on the assets.

A one-off item, the event will affect the Company’s separate and consolidated financial statements for 2021 by reducing operating profit or loss of the Company and its Group by the amount of the impairment loss.

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

The impairment loss is attributable to future cash flows of the Plastics CGU, based on the assessment of earnings estimates, being lower than forecast in prior periods due to the current and expected market conditions and macroeconomic factors. The forecast has been updated taking into account mainly the following external factors:

  1. Market reports predicting an increase in caprolactam production costs, primarily driven by benzene prices that are correlated to crude prices, as well as increases in natural gas prices (in 2022), electricity, coal, and CO2 emission allowances.
  2. Uncertainty about demand on the target sales markets of the Grupa Azoty Group’s Plastics segment as a whole, affecting caprolactam price assumptions made on the basis of available market prices.
  3. Significant increase in market interest rates, determining the discount rate applied to convert expected future cash flows.

As the audit of the Company’s financial statements for 2021 has not yet been completed, the stated 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) 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).

4/2022
31.03.2022 14:53
Current Report No. 4/2022
Execution of annex to factoring agreement with Pekao Faktoring Sp. z o.o.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 19/2021 of May 31st 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 31st 2022, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed an annex to the supply financing agreement signed on May 31st 2021 (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) 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 receivables required under the Reverse Factoring Agreement is the Factoring Agent’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.

The 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 Company’s financing security.

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).

3/2022
31.03.2022 14:47
Current Report No. 3/2022
Execution of annex to reverse factoring agreement with CaixaBank S.A. Polish Branch
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 10/2021 of April 29th 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 31st 2022, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed an annex to the payment services and financing agreement signed on April 29th 2021 (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”).

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 Factoring Agent, for up to 120% of the Reverse Factoring Agreement amount increased by the Annex to the Reverse Factoring Agreement.

The other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 10/2021 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 Company’s financing security.

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).

2/2022
03.03.2022 21:48
Current Report No. 2/2022
Information on expected impact of current political and economic situation in Ukraine on business of Grupa Azoty Zakłady Azotowe Puławy and its Group
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy 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 Puławy 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 Puławy 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 Puławy 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. In Grupa Azoty Puławy Group subsidiaries risk associated with the prices and availability 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 potassium carbonate and potassium salt, may materialise as a result of reduced availability, price rises or logistical issues.
  3. Potential risk to timely implementation of projects carried out at the Grupa Azoty Puławy 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 2.6% of the Grupa Azoty Puławy 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. Grupa Azoty Puławy 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 Company’s 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 Puławy 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).

1/2022
28.01.2022 13:03
Current Report No. 1/2022
Notice of full-year and interim results in financial year 2022
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Legal basis: Art. 56.1.2 of the Public Offering Act − Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company ”) will announce its 2021 full year results and 2022 interim results as per the following schedule:

1. First and third quarter interim results:

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

2. Half-year interim results:

  • H1 2022 complete consolidated report – September 7th 2022.

3. Full-year results:

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

Furthermore, the Company's Management Board 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 (nonconsolidated) quarterly condensed consolidated financial statements and quarterly financial information.

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

38/2021
30.12.2021 15:03
Current Report No. 38/2021
Reply to request from general contractor under EPC contract for construction of coal-fired power generation unit
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Legal basis: Art. 17.1 of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that, having reviewed and considered the request from Polimex Mostostal S.A. (the “Contractor”), the general contractor under the EPC contract for the ‘Construction of a coal-fired power generation unit’ (the “Project”), to extend the Project completion deadline and increase the contract price, as reported by the Company in Current Report No. 36/2021 of November 22nd 2021, it has decided to request the Contractor to supplement its request for extension of the Project completion deadline. At the same time, it has decided to fully refuse the Contractor’s request for increasing the contract price.

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).

37/2021
29.11.2021 14:34
Current Report No. 37/2021
Continuation of cooperation with Lubelski Węgiel Bogdanka S.A.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 29th 2021 an annex (the “Annex”) was signed to the Long-Term Agreement for Sale of Thermal Coal executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”). The Agreement provides for sale of thermal coal to the Company.

Under the Annex:

  • price of deliveries in 2022 was agreed,
  • the term of the Agreement was extended until December 31st 2027 (previously: December 31st 2026).

Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2027 is estimated at PLN 2,134m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 6.92% more than disclosed in Current Report No. 34/2020 of November 18th 2020). Of that amount, approximately PLN 843m (VAT exclusive) is attributable to 2022−2027. The other terms of the Agreement do not differ from standard terms used in agreements of such type. Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company.

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).

36/2021
22.11.2021 18:00
Current Report No. 36/2021
Receipt of request from contractor under contract for turnkey execution of project to construct coal-fired power generation unit
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it has received from Polimex Mostostal S.A. (the “Contractor”), the general contractor under the contract for turnkey execution of the project “Construction of a coal-fired power generation unit” (the “Contract”), the conclusion of which was announced by the Company in Current Report No. 29/2019 of September 25th 2019 (the “Project”), a request to:

(i) Increase the Contractor’s Fee by PLN 35.8m, VAT-exclusive;

(ii) Extend the Project execution period by 223 days and change the Project execution schedule.

According to the Contractor, the main reason for submitting the request is the impact of the COVID-19 pandemic on the execution of the Project and the ensuing legislative changes, which the Contractor considers to represent force majeure within the meaning of the Contract.

The proposed changes will be thoroughly reviewed and assessed in terms of their appropriateness under the Contract, as well as in the light of relevant facts.

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).

35/2021
28.10.2021 23:36
Current Report No. 35/2021
Grupa Azoty Zakłady Azotowe Puławy Group’s estimated consolidated financial highlights for Q3 and 9M 2021
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this Report, the estimated consolidated financial highlights of the Grupa Azoty Zakłady Azotowe Puławy Group for the third quarter and the first nine months of 2021.

The results of the Grupa Azoty Zakłady Azotowe Puławy. Group both in the first nine months of 2021 and in the third quarter of 2021 were affected by prices of raw materials (mainly natural gas and benzene), higher costs of electricity and CO2 emission allowances, as well as – in relation to the results posted in the comparative periods of 2020 – lower amount of compensation granted to enterprises from energy-intensive sectors and absence of funds granted under the governmental anti-crisis shields.

The following factors had a positive effect on the EBITDA achieved by the Company’s Group: higher prices of most products, higher total sales volume in the Agro and Plastics Segments and an increase in the expected allocation of free CO2 emission allowances, which was included in the settlement of CO2 emission costs for the first half of 2021.

The results of individual segments are presented in the appendix to this report.

Key drivers of the Company Group’s financial performance in the third quarter of 2021:

1. In the Agro segment:

A negative impact on the results of the Agro Segment in the third quarter of 2021 came from prices of natural gas, which showed a very high growth rate both quarter on quarter and year on year. In addition, the segment's results were affected by higher sales prices and volumes of chemical products, especially melamine. The situation on the European melamine market made sales of this product more profitable. In the case of fertilizers, higher prices and comparable sales volumes were recorded. Despite historically high prices of gas, the Company and its subsidiaries did not halt or significantly reduce their fertilizer production, taking steps to satisfy demand for fertilizers primarily on the domestic market, which is treated as a priority.

2. In the Plastics segment:

Year on year, the segment's results were positively influenced by higher sales volumes and higher sales prices of caprolactam, which drove up margins in accordance with the trends prevailing on global markets. The prices of caprolactam in the third quarter of 2021 were influenced mainly by the prices of benzene, with a limited supply of caprolactam from, e.g., Asian manufacturers, who carried out production using about 60-100% of the design capacity, which was related, inter alia, to governmental restrictions on energy distribution in September 2021.

Increases in the prices of benzene, natural gas and sulfur had a negative impact on the segment's results. In the case of benzene, it was a result of the unstable supply and demand situation and movements in crude oil prices. The presented amounts are estimates and may be subject to change. The final results will be presented in the consolidated report for the third quarter and the first nine months of 2021, to be published on November 9th 2021.

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).

34/2021
19.10.2021 19:49
Current Report No. 34/2021
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting held on October 5th 2021 and resumed after adjournment on October 19th 2021
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on October 5th 2021 and resumed after an adjournment on October 19th 2021, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the EGM: 18,345,735
  • Number of votes held at the EGM: 18,345,735
  • Percentage share in voting rights represented at the EGM: 99.98%
  • Percentage share in total voting rights: 95.98%

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).

33/2021
19.10.2021 19:46
Current Report No. 33/2021
Resolutions adopted during the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on October 19th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Further to Current Report No. 28/2021 of October 5th 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting resumed after an adjournment on October 19th 2021, together with the results of voting on the resolutions.

During the Extraordinary General Meeting, the shareholders raised no objections 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).

32/2021
19.10.2021 19:44
Current Report No. 32/2021
Appointment of members to Grupa Azoty Zakłady Azoty “Puławy” S.A. Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on October 19th 2021, pursuant to resolutions of the Company’s Extraordinary General Meeting, the following persons were appointed to the Company’s Supervisory Board of the 10th joint term of office: Mr Krzysztof Majcher and Mr PhD Marcin Szewczak.

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

The representations also include statements to the effect that the Members of the Supervisory Board of the 10th term 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 appointed Members of the Company’s Supervisory Board of the 10th 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).

31/2021
15.10.2021 21:50
Current Report No. 31/2021
Nomination of candidates for members of the Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on October 15th 2021, it received from Grupa Azoty S.A. of Tarnów, a shareholder in the Company, the nominations of Krzysztof Majcher and Marcin Szewczak, PhD, as candidates for the positions of Supervisory Board members. The candidates were put forward as a result of the discussion held by the Extraordinary General Meeting, which, following its adjournment, is to be resumed on October 19th 2021, on item 5 of its agenda concerning changes in the composition of the Supervisory Board.

According to representations submitted by the nominating shareholder and the candidates themselves, they satisfy the formal criteria as laid down in applicable laws and regulations and the Company's Articles of Association, including the requirement to receive endorsement of the Council for state-owned companies and other state-owned legal persons and the independence criteria as defined in the Act on Statutory Auditors, Audit Firms and Public Oversight.

Resumes of the candidates are attached as appendices hereto.

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).

30/2021
14.10.2021 21:40
Current Report No. 30/2021
Resignation of members of Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on October 14th 2021 Krzysztof Majcher and Maciej Marzec resigned as members of the Company’s Supervisory Board. Mr Krzysztof Majcher resigned with effect from the end of the day preceding the resumption of the adjourned General Meeting of the Company, which is to be resumed on October 19th 2021. Mr Maciej Marzec's resignation takes effect with the commencement of consideration by the General Meeting on October 19th 2021 of the agenda item concerning changes in the composition of the Supervisory Board.

Neither of these persons provided reasons for their 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).

29/2021
05.10.2021 19:09
Current Report No. 29/2021
Resolutions voted on by Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting on October 5th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on October 5th 2021, together with the results of voting on the resolutions.
The Company’s Management Board also publishes, attached hereto, the draft resolution to appoint the Chairperson of the Supervisory Board, tabled by an entitled shareholder during the Extraordinary General Meeting. The resolution was passed by the Company’s Extraordinary General Meeting.

Legal basis: Par. 19.1.4 and 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).

28/2021
05.10.2021 19:07
Current Report No. 28/2021
Adjournment of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for October 5th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Extraordinary General Meeting of October 5th 2021 passed a resolution to adjourn the General Meeting. The proceedings of the Extraordinary General Meeting will be resumed at 11:00 a.m. on October 19th 2021 at the Company’s registered office at Aleja 1000-lecia Państwa Polskiego 13, 24-110 Puławy, Poland (Executive Offices, Room No. 16).

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).

27/2021
04.10.2021 16:57
Current Report No. 27/2021
Resignation by Chairman of Grupa Azoty Zakłady Azotowe Puławy Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on October 4th 2021 it received a notice of resignation from Mr Jacek Nieścior from his position as Chairman and Member of the Company’s Supervisory Board on October 4th 2021.

Mr Jacek Nieścior 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).

26/2021
07.09.2021 17:15
Current Report No. 26/2021
Draft resolutions for Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for October 5th 2021
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, draft resolutions to be discussed and voted on at the Company’s Extraordinary General Meeting convened for October 5th 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).

25/2021
07.09.2021 17:10
Current Report No. 25/2021
Notice of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for October 5th 2021
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at 11.00 a.m. on October 5th 2021 at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, in accordance with the notice attached as an appendix to this Current Report.

The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19,115,000. As at September 7th 2021, the number of votes attached to the shares was 19,115,000.

In connection with the placement on the General Meeting’s agenda of an item concerning changes in the composition of the Company’s Supervisory Board and the Company’s declaration of compliance with Principle 4.9 of the Code of Best Practice for WSE Listed Companies 2021, the Management Board requests that candidates for Supervisory Board members be promptly nominated and a set of materials concerning them be submitted, not later than three days before the General Meeting. Candidates for the position of Supervisory Board member should submit representations regarding their fulfilment of the requirements for audit committee members as set forth in the Act on Statutory Auditors, Audit Firms and Public Oversight of May 11th 2017, as well as regarding the existence of any actual and significant relations between the candidate and a shareholder holding at least 5% of the total number of votes in the Company.

Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

24/2021
18.08.2021 21:17
Current Report No. 24/2021
Grupa Azoty Zakłady Azotowe Puławy Group’s estimated key consolidated financial data for Q2 and H1 2021
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes the estimated key consolidated financial data of the Grupa Azoty Zakłady Azotowe Puławy Group for the second quarter and the first half of 2021:

Q2 2021:

Consolidated revenue (from sales to external customers) PLN 1,076.3m
EBITDA: PLN 121.4m
EBIT: PLN 57.3m
Net profit: PLN 49.4m

Results by segment (net of intersegment sales; results unadjusted for ‘Unallocated’ items, relating mainly to costs):

Revenue of the Agro segment: PLN 881.5m
EBITDA of the Agro segment: PLN 152.5m
EBIT of the Agro segment: PLN 115.3m

Revenue of the Plastics segment: PLN 149.3m
EBITDA of the Plastics segment: PLN 1.6m
EBIT of the Plastics segment: PLN (-)3.5m

Revenue of the Energy segment: PLN 22.4m
EBITDA of the Energy segment: PLN 8.7m
EBIT of the Energy segment: PLN 2.6m

Revenue of the Other Activities segment: PLN 23.1m
EBITDA of the Other Activities segment: PLN 1.9m
EBIT of the Other Activities segment: PLN (-)5.3m

H1 2021:

Consolidated revenue (from sales to external customers) PLN 2,088.1m
EBITDA: PLN 229.1m
EBIT: PLN 102.3m
Net profit: PLN 82.9m

Results by segment (net of intersegment sales; results unadjusted for ‘Unallocated’ items, relating mainly to costs):

Revenue of the Agro segment: PLN 1,743.3m
EBITDA of the Agro segment: PLN 290.4m
EBIT of the Agro segment: PLN 216.6m

Revenue of the Plastics segment: PLN 248.1m
EBITDA of the Plastics segment: PLN (-)8.5m
EBIT of the Plastics segment: PLN (-)18.6m

Revenue of the Energy segment: PLN 51.5m
EBITDA of the Energy segment: PLN 19.5m
EBIT of the Energy segment: PLN (-)2.7m


Revenue of the Other Activities segment: PLN 45.2m
EBITDA of the Other Activities segment: PLN 6.7m
EBIT of the Other Activities segment: PLN (-)7.6m

Compared with the first half of 2020, the Grupa Azoty Zakłady Azotowe Puławy Group’s EBITDA for the first half of 2021 were boosted mainly by higher prices of almost all products in the Chemicals and Plastics segments. The increase was also supported by higher sales volumes of most products. Factors with an adverse effect on the results included an increase in variable costs, caused mainly by higher prices of gas 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:

1. In the Agro segment:

The segment’s performance benefited from higher prices of nitrogen 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 – on the other hand – the conditions prevailing across
global market, i.e. oversupply, low stocks and high prices of agricultural produce (wheat, maize, rape). Results were also driven by higher sales volumes of melamine and urea. The segment’s performance was adversely affected mainly by a major spike in natural gas prices.

2. In the Plastics segment:

In the the second quarter of 2021, the Grupa Azoty Puławy Group’s Plastics Segment recorded a year-on-year increase in revenue from sales to external customers, resulting mainly form higher prices and sales volumes of caprolactam. In Q2 2021, caprolactam prices were primarily driven by high demand, combined with reduced supply (due to maintenance shutdowns at production plants). The segment's performance was adversely affected by higher prices of key feedstocks, i.e. natural gas and benzene. The increase in benzene prices was mainly due to the product’s limited availability on the market and adverse changes in supply and demand.

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) 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).

23/2021
22.06.2021 18:36
Current Report No. 23/2021
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy S.A.’ Annual General Meeting convened for June 22nd 2021
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (the “AGM”) held on June 22nd 2021, 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.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the AGM: 18,345,735
  • Number of votes held at the AGM: 18,345,735
  • Percentage share in voting rights represented at the AGM: 99.98%
  • Percentage share in total voting rights: 95.98%

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).

22/2021
22.06.2021 18:32
Current Report No. 22/2021
Resolutions passed by Grupa Azoty Zakłady Azotowe Puławy S.A.’s Annual General Meeting on June 28th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, resolutions passed by the Company’s Annual General Meeting on June 22nd 2021, together with the results of voting on the resolutions.

At the Annual General Meeting, none of the shareholders raised an objection to be recorded in the minutes.

The documents voted on at the Annual General Meeting have been posted on the Company’s website https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and were also published by the Company with its separate and consolidated full-year reports for 2020 and attached to Current Report No. 18/2021 of May 26th 2021.

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).

21/2021
01.06.2021 17:59
Current Report No. 21/2021
Appointment of Vice President of Grupa Azoty Zakłady Azotowe Puławy Management Board
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that at the meeting held on June 1st 2021 the Company’s Supervisory Board passed a resolution to appoint Adam Lesiński to the Company’s Management Board to serve as Vice President of the Management Board, with effect from June 2nd 2021.

The Management Board further announces that the newly appointed Vice President of the Management Board, Adam Lesiński, 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 also contains a statement that the newly appointed Vice President of the Management Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register. A brief description of the newly appointed Vice President’s educational background, qualifications, previously held positions and employment record are 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).

20/2021
31.05.2021 17:33
Current Report No. 20/2021
Signing factoring agreement with BNP Paribas Faktoring Sp. z o.o.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 31st 2021 the Company, its parent Grupa Azoty S.A. (the "Parent”, the “Factoring Agent”), and Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”; jointly with the Company and the Parent – 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 Parent and the Group Companies from their trading partners.
Under the Factoring Agreement, the Factor’s claims are to be secured with:

1) the Parent’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Factoring Agreement;

2) assignment to the Factor of the Factorees’ receivables from their trading partners which are to be financed under the Factoring Agreement;

3) assignment to the Factor of the receivables under the Factorees’ receivables insurance agreements, with respect to the rights to compensation for receivables from trading partners which are to be financed under the Factoring Agreement;

4) power of attorney for the Factor over the Factorees’ bank accounts held with BNP Paribas Bank Polska S.A.

The Parent 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 Parent 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 Parent’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 Parent, as the Factoring Agent, to redistribute the facility, as well as to include new factorees which are the Parent’s subsidiaries in the Factoring Agreement.

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).

19/2021
31.05.2021 17:33
Current Report No. 19/2021
Signing factoring agreements with Pekao Faktoring Sp. z o.o.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 31st 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”; jointly with the Company and the Parent: 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 Parent 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 Parent and the Group Companies.

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

1) the Parent’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Factoring Agreement;

2) assignment to the Factor of the Factorees’ receivables from their trading partners which are to be financed under the Factoring Agreement;

3) assignment to the Factor of the receivables under the Factorees’ receivables insurance agreements, with respect to the rights to compensation for receivables from trading partners which are to be financed under the Factoring Agreement;

4) power of attorney for the Factor over the Factorees’ bank accounts held with Bank Polska Kasa Opieki S.A.;

5) financial and registered pledges over receivables from the Factorees’ bank accounts held with Bank Polska Kasa Opieki S.A.

Security for the Factor’s receivables required under the Reverse Factoring Agreement is the Parent’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 Parent 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 Parent and 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 Parent’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 Parent, as the Factoring Agent, to redistribute the facilities, as well as to include new factorees which are the Parent’s subsidiaries in both the Factoring Agreement and the Reverse Factoring Agreement.

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).

18/2021
26.05.2021 14:13
Current Report No. 18/2021
Draft resolutions for Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for June 22nd 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Annual General Meeting convened for June 22nd 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

Draft resolutions for the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna convened for June 22nd 2021 PDF (175.26 KB) Documents relating to item 5 of the agenda of the Annual General Meeting convened for June 22nd 2021 – Supervisory Board’s reports and assessments PDF (515.06 KB) Documents relating to item 6 of the agenda of the Annual General Meeting convened for June 22nd 2021 – Supervisory Board’s resolution concerning assessment of the separate financial statements for 2020 PDF (56.07 KB) Documents relating to item 7 of the agenda of the Annual General Meeting convened for June 22nd 2021 – Supervisory Board’s resolution concerning assessment of the consolidated financial statements for 2020 PDF (55.73 KB) Documents relating to item 8 of the agenda of the Annual General Meeting convened for June 22nd 2021 – Supervisory Board’s resolution concerning assessment of the Directors’ Report for 2020 PDF (55.54 KB) Documents relating to item 9 of the agenda of the Annual General Meeting convened for June 22nd 2021 – Supervisory Board’s resolution concerning remuneration of the Management Board and Supervisory Board members in 2019 and 2020 PDF (77.07 KB) Documents relating to item 9 of the agenda of the Annual General Meeting convened for June 22nd 2021 – Supervisory Board’s report on remuneration of the Management Board and Supervisory Board members in 2019 and 2020 PDF (259.45 KB) Documents relating to item 9 of the agenda of the Annual General Meeting convened for June 22nd 2021 – Report on assessment of the Supervisory Board’s report on remuneration of the Management Board and Supervisory Board members in 2019 and 2020 PDF (163.40 KB) Documents relating to item 10 of the agenda of the Annual General Meeting convened for June 22nd 2021 – Supervisory Board’s resolutions concerning grant of discharge from liability to members of the Company’s Management Board PDF (75.74 KB) Documents relating to item 12 of the agenda of the Annual General Meeting convened for June 22nd 2021 – Supervisory Board’s resolution concerning assessment of the Management Board’s proposal of 2020 profit allocation, together with the grounds PDF (126.68 KB)
17/2021
26.05.2021 14:11
Current Report No. 17/2021
Notice of Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for June 22nd 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company (the “General Meeting”), to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on June 22nd 2021, in accordance with the notice attached as an appendix to this Current Report.

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).

16/2021
17.05.2021 18:57
Current Report No. 16/2021
Supervisory Board resolution on allocation of Grupa Azoty Zakłady Azotowe Puławy’s net profit for 2020
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 11/2021 of May 5th 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 17th 2021 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual General Meeting for allocation of the net profit for the financial year 2020, of PLN 221,966,967.74, be allocated to the Company’s statutory reserve
funds.

The final decision on the allocation of profit for 2020 will be made by the Annual General Meeting.

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).

15/2021
14.05.2021 17:19
Current Report No. 15/2021
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for May 14th 2021.
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on May 14th 2021, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the EGM: 18,345,735
  • Number of votes held at the EGM: 18,345,735
  • Percentage share in voting rights represented at the EGM: 99.98%
  • Percentage share in total voting rights: 95.98%

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).

14/2021
14.05.2021 17:18
Current Report No. 14/2021
Resolutions adopted during the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on May 14th 2021.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on May 14th 2021, together with the results of voting on the resolutions.

During the Extraordinary General Meeting, the shareholders raised no objections 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).

13/2021
14.05.2021 15:52
Current Report No. 13/2021
Appointment of member of Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 14th 2021, by resolution of the Extraordinary General Meeting, Piotr Regulski was appointed to the Company’s Supervisory Board of the tenth term.

The Management Board further announces that the new 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, 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 Member of the Supervisory Board of the tenth term 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 the new Member of the Supervisory Board of the tenth 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).

12/2021
06.05.2021 23:22
Current Report No. 12/2021
Grupa Azoty Puławy Group’s estimated key consolidated financial data for Q1 2021
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby publishes the estimated selected consolidated financial results of the Grupa Azoty Puławy Group for the first quarter of 2021:

Revenue: PLN 1,011.8m

EBITDA: PLN 107.7m

Net profit/(loss): PLN 33.4m

Results by segment (excluding intersegment sales)

Revenue of the Agro segment: PLN 861.8m

EBITDA: PLN 137.9m

Revenue of the Plastics segment: PLN 98.9m

EBITDA: PLN (-)10.1m

Revenue of the Energy segment: PLN 29.1m

EBITDA: PLN 10.9m

Revenue of the Other Activities segment: PLN 22.1m

EBITDA: PLN 4.8m

In Q1 2021, the Agro segment’s EBITDA was driven mainly by a rise in the selling prices of fertilizers, especially ammonium nitrate and urea, buoyed up by strong demand, high prices of grains (both wheat and rye), a drop in fertilizer imports and a rise in the selling prices of melamine. The positive effect of the increase in selling prices was largely offset by an increase in production costs due to the higher prices of raw materials, mainly natural gas.

In Q1 2021, the major factor affecting the Plastics segment’s EBITDA performance was an increase in caprolactam production cost, reflecting higher feedstock prices, mainly of natural gas and benzene. The Plastics segment’s revenue growth was attributable to a rise in the selling prices of caprolactam, insufficient to offset the higher production cost.

The Company’s Management Board considers the information on the estimated results for Q1 2021 to be material given that these estimates differ both from market expectations and from the average results reported in previous years, i.e. for 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) 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).

11/2021
05.05.2021 18:48
Current Report No. 11/2021
Management Board’s recommendation on allocation of profit for 2020
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Legal basis: Article 17(1) of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 5th 2021 it passed a resolution to recommend that the Company's entire net profit for the financial year 2020, of PLN 221,966,967.74, be allocated to the Company's statutory reserve funds.

The purpose of allocating the entire net profit to increase the Company's equity is to ensure the existence of a liquidity buffer enabling the implementation of the Company’s investment plans. In accordance with Art. 382.3 of the Commercial Companies Code, the recommendation will be submitted to the Company’s Supervisory Board for assessment. The final decision on the allocation of profit for 2020 will be made by the Annual General Meeting.

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).

10/2021
29.04.2021 17:16
Current Report No. 10/2021
Execution of reverse factoring agreement with CaixaBank S.A. Polish Branch.
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 29th 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and its associates Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – 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 Parent’s, the Company’s and the other 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 Factoring Agent, for up to 120% of the value of the Reverse Factoring Agreement. The Parent is liable for all payments due under the Reverse Factoring Agreement, while the Company 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 Parent, Company and other 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 Parent’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 Company’s financing security.

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

9/2021
29.04.2021 17:16
Current Report No. 9/2021
Execution of reverse factoring agreement with ING Commercial Finance Polska S.A.
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 29th 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and its associates Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – 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 Parent’s, the Company’s and the other 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 Factoring Agent, for up to 120% of the value of the Reverse Factoring Agreement. The Parent is liable for all payments due under the Reverse Factoring Agreement, while the Company 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 Parent, Company and other 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 Parent’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 Company’s financing security.

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).

8/2021
17.04.2021 19:32
Current Report No. 8/2021
Draft resolutions for Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for May 14th 2021.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company") publishes relevant to the draft resolutions to be voted to be considered by the Extraordinary General Meeting convened for May 14th 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).

7/2021
17.04.2021 19:29
Current Report No. 7/2021
Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for May 14th 2021.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on May 14th 2021, in accordance with the notice attached as an appendix to this Current Report.

The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at April 17th 2021, the number of votes attached to these shares is 19,115,000.

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).

6/2021
15.04.2021 10:14
Current Report No. 6/2021
Publication of 2020 non-financial report on corporate website
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. announces that the non-financial report for 2020 covering Grupa Azoty Zakłady Azotowe “Puławy” S.A. and the Grupa Azoty Zakłady Azotowe “Puławy” Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at https://pulawy.grupaazoty.com

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 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).

5/2021
27.03.2021 19:45
Current Report No. 5/2021
Change of release date for separate and consolidated full year reports for 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Contents: Further to Current Report No. 1/2021 of January 21st 2021, the Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2020 has been changed from March 31st 2021 to April 15th 2021.

Given the above, the Management Board will announce 2021 full year results as per the following updated schedule:

1. First and third quarter interim results:

  • Q1 2021 extended consolidated report – May 13th 2021
  • Q3 2021 extended consolidated report – November 9th 20212.

2. Half year interim results:

  • H1 2021 extended consolidated report – September 9th 2021

3. Full year results:

  • 2020 separate full year report – April 15th 2021
  • 2020 consolidated full year report – 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 (Dz.U. of 2018, item 757).

4/2021
26.03.2021 18:19
Current Report No. 4/2021
Estimated selected consolidated financial results of the Grupa Azoty Puławy Group for Q4 2020 and 2020
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Legal basis: Article 17(1) of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the estimated selected consolidated financial results of the Grupa Azoty Puławy Group for the fourth quarter of 2020:

Revenue: PLN 859.0m
EBITDA: PLN 134.6m
Net profit/(loss): PLN 47.4m

and the estimated selected consolidated results for 2020:

Revenue: PLN 3,206.3m
EBITDA: PLN 521.9m
Net profit/(loss): PLN 215.9m

The Company’s Management Board considers the information on the consolidated results to be material considering that the financial performance recorded in the fourth quarter of 2020 exceeds market expectations. At the same time, the consolidated results generated in the fourth quarter of 2020 differ from the average quarterly results posted in the corresponding periods of 2017-2019.

The Company’s Management Board also announces that the results include compensation payable to the Company for 2019 and 2020 under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors , estimated at approximately PLN 119.9m, reversal of an impairment loss on non-current assets to the extent attributable to the assets of the Agro cash generating unit, in the amount of PLN 17.4m, as well as funding received under the Act of March 2nd 2020 on Special Arrangements to Prevent, Counteract and Combat COVID-19, Other Infectious Diseases and Crisis Situations Caused by Them, version 4.0. The amount of funding granted to Grupa Azoty Puławy Group companies was PLN 29.4m.

The results of the Grupa Azoty Puławy Group are currently being audited by a qualified auditor in accordance with applicable laws. 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) 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).

3/2021
18.03.2021 18:57
Current Report No. 3/2021
Impairment test result – reversal of impairment loss on non-current assets
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. the “Company”) announces that on March 18th 2021 it decided to reverse an impairment loss on non-current assets of PLN 17,415 thousand to the extent attributable to assets of the Agro cashgenerating unit (CGU) impaired in previous years, in view of the results of an impairment test performed for this CGU as at December 31st 2020 revealing an excess value.

The impairment reversal will have a positive effect on EBITDA in the separate and consolidated financial statements of the Company and its Group of approximately PLN 17,415 thousand. It will also increase the separate and consolidated net profit by an estimated PLN 14 007 thousand.

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).

2/2021
26.02.2021 19:18
Current Report No. 2/2021
Resignation from office by member of the Grupa Azoty Zakłady Azotowe Puławy Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic informa­tion

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on February 26th 2021 Wiktor Cwynar tendered his resignation as member of the Supervisory Board, with effect from February 28th 2021. Wiktor Cwynar did not state the reasons for his resignation.

Legal basis: Par. 5.4 and Par. 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).

1/2021
21.01.2021 18:06
Current Report No. 1/2021
Notice of full year and interim results in financial year 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act − Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ) 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 13rd 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.

Furthermore, the Company's Management Board 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 (nonconsolidated) quarterly condensed consolidated financial statements and quarterly financial information.

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

38/2020
28.12.2020 16:00
Current Report No. 38/2020
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for December 28th 2020
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on December 28th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

- Number of shares represented at the EGM: 18,345,735
- Number of votes held at the EGM: 18,345,735
- Percentage share in voting rights represented at the EGM: 99.98%
- Percentage share in total voting rights: 95.98%

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).

37/2020
28.12.2020 15:46
Current Report No. 37/2020
Resolutions adopted during the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on December 28th 2020.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on December 28th 2020, together with the results of voting on the resolutions.

During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.

Materials regarding the resolutions of the Extraordinary General Meeting were attached to the current report No. 36/2020 of November 27, 2020 and have been published on the on the Company’s website at https://pulawy.grupaazoty.com/investor-relations/general meeting.

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).

36/2020
27.11.2020 14:32
Current Report No. 36/2020
Draft resolutions for Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for December 28th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Extraordinary General Meeting convened for December 28th 2020.

Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

35/2020
27.11.2020 14:30
Current Report No. 35/2020
Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for December 28th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on December 28th 2020, in accordance with the notice attached as an appendix to this Current Report.

The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at November 27th 2020, the number of votes attached to these shares is 19,115,000.

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).

34/2020
18.11.2020 12:45
Current Report No. 34/2020
Continuation of cooperation with Lubelski Węgiel Bogdanka S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 18th 2020 an annex (the “Annex”) was signed to the Long-Term Agreement for Sale of Thermal Coal executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”).

The Agreement provides for sale of thermal coal to the Company.

Under the Annex:

- price of deliveries in 2021 was agreed,
- the term of the Agreement was extended until December 31st 2026 (previously: December 31st 2025).

Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2026 is estimated at PLN 1,996m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 7.56% more than disclosed in Current Report No. 33/2019 of November 20th 2019). Of that amount, approximately PLN 847m (VAT exclusive) is attributable to 2021−2026. The other terms of the Agreement do not differ from standard terms used in agreements of such type.

Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company.

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).

33/2020
16.09.2020 19:17
Current Report No. 33/2020
Correction to consolidated report for first half of 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that a correction has been made to the Directors’ Report on the operations of Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group (“Directors’ Report“) published on September 10th 2020, which forms part of the consolidated report for the first half of 2020.

The correction results from the fact that an incorrect number of shares held by Agnieszka Kowalik, a new member of the Company’s Supervisory Board appointed on June 23rd 2020, was provided by the Company in the Directors’ Report.

Before the correction:

As at June 30th 2020 and as at the date of authorisation of this report for issue, none of the members of the Parent’s management or supervisory staff held any shares in Grupa Azoty Zakłady Azotowe Puławy S.A.

After the correction:

Agnieszka Kowalik was appointed to the Supervisory Board of the 10th term on June 23rd 2020. As at the appointment date, Ms Kowalik held 298 shares in Grupa Azoty Zakłady Azotowe Puławy S.A. As at June 30th 2020 and at the date of authorisation of this report for issue, Agnieszka Kowalik held 298 Company shares with a par value of PLN 10 per share. No other members of the Parent’s management or supervisory staff held any shares in Grupa Azoty Zakłady Azotowe Puławy S.A.

The full corrected report will be published on September 16th 2020.

The correction has no effect on the interim condensed consolidated financial statements of the Grupa Azoty Zakłady Azotowe Puławy Group or the interim condensed separate financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A. for the first three and six months of 2020.

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).

32/2020
26.08.2020 15:57
Current Report No. 32/2020
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for August 26th 2020
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on August 26th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the EGM: 18,345,735
  • Number of votes held at the EGM: 18,345,735
  • Percentage share in voting rights represented at the EGM: 99.98%
  • Percentage share in total voting rights: 95.98%

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).

31/2020
26.08.2020 15:55
Current Report No. 31/2020
Resolutions adopted during the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on August 26th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information 

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on August 26th 2020, together with the results of voting on the resolutions. 

During the Extraordinary General Meeting, the shareholders raised no objections 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).

30/2020
18.08.2020 14:35
Current Report No. 30/2020
Change in accounting policies and its effect on profit or loss for H1 2020 and estimates of Q2 2020 and H1 2020 financial results
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Legal basis: Article 17(1) of MAR – Inside information                                                   

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that, following a review of the interim financial statements by the auditor with a resulting change of the approach to accounting for CO2 emission allowances received free of charge, it has decided to change the accounting policies adopted for grants in the form of CO2 emission allowances received free of charge.  

Previously, grants in the form of CO2 emission allowances allocated free of charge were accounted for and recognised in reporting periods based on actual emissions in a given period until the grant resulting from CO2 emission allowances allocated free of charge for a given year was exhausted. Now the Company will account for such grants by reference to actual emissions in a given period from installations for which the allowances (grant) were allocated pro rata to emissions planned from these installations for a given year. Irrespective of the change, grants were, and will continue to be, accounted for as a deduction from expenses. The change in accounting for grants will not affect the Company’s full-year results, as it relates to accounting for the allocation during a year.

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

Accordingly, the Company’s estimates of financial results for Q2 2020, as announced in Current Report No. 28/2020 of July 31st 2020, have been revised as follows:

Estimated selected consolidated financial results of the Group for Q2 2020:  Revenue: PLN 653m EBITDA: PLN 118m Net profit/(loss): PLN 59m

Estimated selected separate financial results of the Company for Q2 2020: Revenue: PLN 555m EBITDA: PLN 121m Net profit/(loss): PLN 67m

The Management Board of the Company also publishes:

Estimated selected consolidated financial results of the Group for H1 2020:   Revenue: PLN 1,607m EBITDA: PLN 287m Net profit/(loss): PLN 140m

Estimated selected separate financial results of the Company for H1 2020 Revenue: PLN 1,382m EBITDA: PLN 285m Net profit/(loss): PLN 146m

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 issued on September 10th 2020.

As the Company’s financial statements are still being reviewed by the auditor, the above amounts are not final 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).

29/2020
31.07.2020 17:31
Current Report No. 29/2020
Receipt of compensation under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") announces that on July 31st 2020 it received a decision of the President of the Energy Regulatory Office to grant PLN 46.6m 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 (i.e. PLN 44.6m) and included in the estimated results as published in Current Report No. 28/2020 of July 31st 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).

28/2020
31.07.2020 12:59
Current Report No. 28/2020
Effect of COVID-19 pandemic on Grupy Azoty Zakłady Azotowe Puławy S.A.’s operations and estimates of Q2 2020 financial results
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Further to the information provided to date on the effects of COVID-19 on the Grupa Azoty Zakłady Azotowe Puławy S.A.’s and the Grupa Azoty Zakłady Azotowe Puławy Group’s operations (the “Company” and “Group”, respectively) (see Current Report No. 7/2020 of March 26th 2020 and the information contained in the periodic reports for 2019 and for Q1 2020), the Management Board of 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 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
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 prices, both on the European and Asian markets. Before the demand caprolactam 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 55% year-on-year decline in revenue, attributable to the COVID-19 pandemic and disruption to the demand and supply balance on the market.

Agro
The COVID-19 pandemic had no material effect on the implementation of contract sales schedules in Q2 2020.

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

The crisis related to the spread of the COVID-19 pandemic also affected the RedNOx® product market. Lower fuel consumption supressed sales of 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 revenue was down 26% year on year.

In Q2 2020, revenue of the Agro segment at large fell by approximately 23% year on year.

There were delays in payments for deliveries made, but their scale in Q2 2020 was not significant.

The Company and its subsidiaries are 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 Group is estimated at approximately PLN 30m, including approximately PLN 26m for Grupa Azoty Zakłady Azotowe Puławy S.A.

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

Estimated selected consolidated financial results of the Group for Q2 2020:
Revenue: PLN 653m
EBITDA: PLN 153m
Net profit/(loss): PLN 88m 

Estimated selected separate financial results of the Company for Q2 2020
Revenue: PLN 555m
EBITDA: PLN 154m
Net profit/(loss): PLN 94m

The Company’s Management Board further reports that the above results include compensation payable to the Company for 2019 and for H1 2020 under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors, estimated at some PLN 56.6m. The final amount of the compensation will be determined after the relevant application is processed by the Energy Regulatory Office.

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 final financial results 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 12 June 2014, No. L 173/1, as amended).

27/2020
30.07.2020 14:39
Current Report No. 27/2020
Draft resolutions for Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for August 26th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Extraordinary General Meeting convened for August 26th 2020.

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).

26/2020
30.07.2020 14:06
Current Report No. 26/2020
Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for August 26th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on August 26th 2020, in accordance with the notice attached as an appendix to this Current Report.

The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at July 30th 2020, the number of votes attached to these shares is 19,115,000.

The General Meeting is convened at the request of a shareholder representing at least one-twentieth of the Company’s share capital, that is Grupa Azoty S.A. of Tarnów, dated August 23rd 2020 (submitted under Art. 400.1 of the Commercial Companies Code), who also requested that the following item be placed on the agenda of the General Meeting:

1) Resolution to adopt the ‘Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.’

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).

25/2020
06.07.2020 14:43
Current Report No. 25/2020
Removal of Management Board member
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe "Puławy" S.A. (the “Company”) announces that on July 6th 2020 the Company’s Supervisory Board passed a resolution to remove Mrs Anna Zarzycka-Rzepecka from the position of Management Board member.

Mrs Anna Zarzycka-Rzepecka served as Vice President of the Company's Management Board. The resolution to remove the Management Board member took effect as of its date.

Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of March 29th 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).

24/2020
24.06.2020 21:26
Current Report No. 24/2020
Appointment of Supervisory Board member
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 24th 2020 the Company received a statement from the Minister of State Assets on the appointment of Krzysztof Majcher to the Company’s Supervisory Board of the new (10th) term of office pursuant to Art. 321 of the Company’s Articles of Association.

The Company’s Management Board further announces that the newly appointed Member of the Supervisory Board has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a shareholder or partner in any competing company or partnership, or a member of the governing bodies of any other competing legal persons.

The representation also includes a statement to the effect that the newly appointed Member of the Supervisory Board of the 10th term of office 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 the newly appointed Member of the Company’s Supervisory Board of the 10th term of office 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).

23/2020
24.06.2020 14:56
Current Report No. 23/2020
Shareholders holding 5% or more of total voting rights at Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 23rd 2020
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting (the “AGM”) held on June 23rd 2020, 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.

Shareholder: Grupa Azoty S.A.

- Number of shares represented at the AGM: 18,345,735

- Number of votes held at the AGM: 18,345,735

- Percentage share in voting rights represented at the AGM: 99.98%

- Percentage share in total voting rights: 95.98%

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).  

22/2020
23.06.2020 21:54
Current Report No. 22/2020
Resolutions passed at the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 23rd 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 23rd 2020, together with the results of voting on the resolutions.

The documents being the subject of the resolutions voted on at the Annual General Meeting are available on the Company’s website at https://pulawy.grupaazoty.com/en/investor-relations/corporate-governance. They were also published by the Company together with the separate and consolidated full-year report and attached to Current Report No. 19/2020 of May 27th 2020.

During the Annual General Meeting, none of the shareholders raised any objections 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).

Appendices:
• Resolutions passed by the Annual General Meeting on June 23rd 2020

21/2020
23.06.2020 15:37
Current Report No. 21/2020
Appointment of Supervisory Board members for new term of office
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 23rd 2020 the following persons were appointed to the Company’s Supervisory Board for a new (10th) joint term of office by way of Annual General Meeting resolutions pursuant to Art. 49.6 and Art. 33 of the Company’s Articles of Association:

  1. Jacek Nieścior;
  2. Maciej Marzec;
  3. Wiktor Cwynar;
  4. Agnieszka Kowalik – elected by employees of the Grupa Azoty Zakłady Azotowe Puławy Group;
  5. Piotr Śliwa – elected by employees of the Grupa Azoty Zakłady Azotowe Puławy Group;

The Annual General Meeting appointed Jacek Nieścior as Chairman of the Supervisory Board.

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

The representations also include statements to the effect that the new President and Members of the Supervisory Board of the 10th term 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 10th 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).

20/2020
23.06.2020 13:22
Current Report No. 20/2020
Distribution of dividend for 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Further to Current Reports No. 15/2020 and No.16/2020 of May 26th 2020, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 23rd 2020 the Annual General Meeting passed a resolution to distribute the dividend for 2019.

1. The amount to be paid as dividend is PLN 104,176,750.00.

2. Dividend per share is PLN 5.45.

3. The dividend will be paid in respect of all Company shares 19,115,000 shares.

4. The dividend record date is July 2nd 2020.

5. The dividend payment date is July 16th 2020.

The amount to be paid as dividend is 36.7% of the profit generated.

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).

19/2020
27.05.2020 16:44
Current Report No. 19/2020
Draft resolutions for the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened on June 23rd 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the
“Company”) publishes, attached hereto, draft resolutions to be discussed and voted on at the Annual General Meeting of the Company convened on June 23rd 2020 as well as documents that are relevant to the resolutions to be adopted and that have not been previously disclosed to the public.

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).

18/2020
27.05.2020 16:42
Current Report No. 18/2020
Notice of an Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened on June 23rd 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Annual General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on June 23rd 2020, in accordance with the notice attached as an appendix to this Current Report.

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).

17/2020
26.05.2020 19:51
Current Report No. 17/2020
Change of website address
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe "Puławy" S.A. (The "Company") includes that since May 26, 2020, the Company has a new website address: pulawy.grupaazoty.com.

Legal basis: Par. 5.10 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).

16/2020
26.05.2020 15:03
Current Report No. 16/2020
Supervisory Board resolution on allocation of Grupa Azoty Zakłady Azotowe Puławy’s net profit for 2019.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 15/2020 of May 26th 2020, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 26th 2020 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual General Meeting for the following allocation of the net profit for 2019 of PLN 283,849,293.92:

  1. PLN 179,672,543.92 to be excluded from distribution to the shareholders and transferred to statutory reserve funds;
  2. PLN 104,176,750.00 to be distributed to the shareholders as a dividend of PLN 5.45 per share.

Also, the Supervisory Board gave a positive assessment of the Management Board’s proposal to set the dividend record date for July 2nd 2020 and dividend payment date for July 16th 2020.

The final decision on the allocation of profit for 2019 and the dividend record and payment dates will be made by the Annual General Meeting.

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).

15/2020
26.05.2020 10:56
Current Report No. 15/2020
Management Board’s recommendation on allocation of the net profit for 2019.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on May 26th 2020 it passed a resolution to recommend to the Annual General Meeting that the net profit for 2019 of PLN 283,849,293.92 be allocated as follows:

  1. PLN 179,672,543.92 to be excluded from distribution to shareholders and transferred to
    statutory reserve funds;
  2. PLN 104,176,750.00 i.e. 5.45 per share to be distributed to shareholders as a dividend.

The proposed dividend amount is 36.7% of the profit generated.

The Company's Management Board requests that the dividend day be set for July 2nd 2020, while for the dividend payment day it recommends setting July 16th 2020.

At the same time, the Company informs that pursuant to art. 382 § 3 of the Code of Commercial Companies, this application will be sent to the Company's Supervisory Board for evaluation. A final decision on the allocation of profit will be made by the Annual General Meeting.

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).

14/2020
25.05.2020 15:09
Current Report No. 14/2020
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for May 25th 2020
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on May 25th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the EGM: 18,345,735
  • Number of votes held at the EGM: 18,345,735
  • Percentage share in voting rights represented at the EGM: 99.98%
  • Percentage share in total voting rights: 95.98%

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).

13/2020
25.05.2020 15:04
Current Report No. 13/2020
Resolutions adopted during the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on May 25th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on May 25th 2020, together with the results of voting on the resolutions.

During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.

Materials regarding the resolutions of the Extraordinary General Meeting have been published on the on the Company’s website at https://www.pulawy.com/general meeting.

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).

12/2020
28.04.2020 14:47
Current Report No. 12/2020
Draft resolutions for the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for May 25th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) publishes, attached hereto, draft resolutions to be discussed and voted on at the Extraordinary General Meeting of the Company convened for May 25th 2020 as well as documents that are relevant to the resolutions to be adopted and that have not been previously disclosed to the public.

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).

11/2020
28.04.2020 14:46
Current Report No. 11/2020
Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for May 25th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information 

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on May 25th 2020, in accordance with the notice attached as an appendix to this Current Report.

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).

10/2020
24.04.2020 14:29
Current Report No. 10/2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 24th 2020 the Company's Supervisory Board resolved to appoint:
- Mr Tomasz Hryniewicz as President of the Management Board, with effect from April 24th 2020,
- Mr Jacek Janiszek as Vice President of the Management Board, with effect from May 4th 2020,
and, following the conclusion of the recruitment and selection procedure and resultant appointment of Mr Tomasz Hryniewicz as President of the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A., to reappoint Ms Anna Zarzycka-Rzepecka as Vice President of the Management Board. Prior to the reappointment, Ms Anna Zarzycka-Rzepecka acted as President of the Management Board.
The Supervisory Board’s resolutions concerning changes in the composition of the Company’s Management Board became effective as of their dates.

The Management Board further announces that each of the newly appointed members of the Management Board has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a shareholder or partner in any competing company or partnership, or a member of the governing bodies of any other competing legal persons.

Each representation also includes a statement that the new member is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Brief descriptions of the newly appointed members’ educational background, qualifications, previously held positions and employment record are 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).

9/2020
08.04.2020 09:01
Current Report No. 9/2020
Publication of 2019 non-financial report on corporate website
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe "Puławy" S.A. announces that the non-financial report for 2019 covering Grupa Azoty Zakłady Azotowe “Puławy” S.A. and the Grupa Azoty Zakłady Azotowe “Puławy” Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at www.pulawy.com.

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 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).

8/2020
26.03.2020 14:01
Current Report No. 8/2020
Change of release date for separate and consolidated full year reports for 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 1/2020 of January 21st 2020, the Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2019 has been changed from April 1st 2020 to April 8th 2020.

Given the above, the Management Board will announce 2020 full year results as per the following updated schedule:

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

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). 

7/2020
26.03.2020 08:32
Current Report No. 7/2020
Grupa Azoty Zakłady Azotowe Puławy’s position on the impact of coronavirus spread and COVID-19 pandemic on the Company’s and its Group’s business
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Legal basis: Article 17(1) of MAR – Inside information

In line with the recommendations issued by the European Securities and Markets Authority (ESMA) and the Polish Financial Supervision Authority (PFSA), the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby discloses information on the current situation of the Company and its Group in view of the continuing effects of the spread of the SARS-CoV-19 coronavirus causing the COVID-19 infectious disease (“COVID-19”).

The Company’s Management Board is keeping track of the developments around the COVID19 pandemic and its unfolding impact on the Company’s and its Group’s business. In order to ensure that the Company and all other entities of its Group can operate as smoothly as possible, procedures have been put in place to ensure immediate response by the relevant services. In addition, the Company has issued instructions to minimise the risk of infection to employees. For the time being, the Company has not recorded any significant decline in sales, any disruption in the supply chains of raw materials, materials and services, or increased sick absence rates among staff that would preclude it from maintaining the continuity of production.

Particular importance is attached by the Company to the identification of risks related to the epidemic threat so it can take preventive measures sufficiently in advance. Accordingly, it has identified potential risk areas related to the COVID-19 pandemic that can materially affect its future financial performance.

These risks include:

  1. Disruptions in the supply chains of raw materials and sales of products caused by transport disruptions, especially in the case of cargoes bound for high-risk areas in terms of COVID-19 infection, due to issues on the part of transport service providers, reduced availability and available forms of transport, increased delivery costs due to higher freight rates along export directions, temporary border closures or other related restrictions. The Company has already encountered constraints in the availability of transport for exported goods.
  2. Potential temporary disruptions in the timely delivery of capital and maintenance projects at the Company or other entities of its Group due to various issues or limited availability of contractors, possible delays in the lead times of materials and equipment, or actions by government bodies issuing decisions in administrative processes.
  3. Disruptions in the continuity of production processes due to potentially reduced availability of staff resources.
  4. Potential threat to the liquidity of some customers suffering from payment backlogs.
  5. Exchange rate fluctuations.

Possible risks of sales disruptions within the respective business segments are as follows:

Agro segment
As at the date of this report, there were no signs of a decline in demand on the fertilizer market. Negative implications of the virus crisis could potentially affect export sales. However, any decline in sales to foreign customers could be offset by falling imports resulting in an increased volume of domestic sales. The share of exports in the Group’s total fertilizer sales is about 20%.

Chemicals segment:

Caprolactam - some orders from different application industries have already been curtailed. The most substantial reductions are expected in the automotive industry. Temporary plant shutdowns announced by leading automakers will hit order volumes throughout the supply chain.

Melamine - the Company has been notified by some of its customers of temporary production cutbacks. Although their scale is not expected to affect the sales volume in Q1 2020, the Company is aware of the risk of eroded demand in the following months.

Noxy - the slowdown in transport activity is reflected in lower purchases of fuel and fuel additives reducing exhaust emissions (such as NOXy®). The NOXy® distributors are beginning to report problems with the fulfilment of contracts, especially in the case of export directions.

The above assessment has been based on the Company’s best knowledge as at the date of this current report. However, the actual magnitude of future effects of the COVID-19 outbreak and its impact on the Company’s business remains currently unknown and cannot be estimated, as it depends on fast-changing factors that are beyond the Company’s control.

Therefore, it is not yet possible to reliably determine the impact of the COVID-19 pandemic on the Company’s operations, business metrics, prospects and financial condition, including the delivery of investment projects by the Company or other entities of its Group. In the near term, however, it cannot be ruled out that the risk of a significant adverse impact of COVID19 on the Company’s and its Group’s business may escalate.

Any new circumstances that may meaningfully change the Company’s current economic standing or significantly affect its current or future financial performance will be communicated in further current reports.

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

6/2020
03.03.2020 18:30
Current Report No. 6/2020
Changes in composition of Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that at its meeting held on March 3rd 2020 the Company's Supervisory Board resolved to remove the following persons from the Management Board:

  • Mr Krzysztof Bednarz as President of the Management Board,
  • Mr Krzysztof Homenda as Vice President of the Management Board, and
  • Ms Izabela Świderek as Vice President of the Management Board.

The Supervisory Board also resolved to appoint Ms Anna Zarzycka-Rzepecka, Vice President of the Management Board, to act as President of the Management Board until a new President is appointed following a recruitment procedure.

The Management Board further announces that Anna Zarzycka-Rzepecka has submitted a representation to the effect that she is not engaged in any activities competing with the Company’s business and that she is not a shareholder or partner in any competing company or partnership, or a member of the governing bodies of any other competing legal persons. The representation also contains a statement that Anna Zarzycka-Rzepecka is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

A brief description of Anna Zarzycka-Rzepecka’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. 5.4 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).

5/2020
17.02.2020 16:11
Current Report No. 5/2020
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for February 17th 2020
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on February 17th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

  • Number of shares represented at the EGM: 18,345,735
  • Number of votes held at the EGM: 18,345,735
  • Percentage share in voting rights represented at the EGM: 99.98%
  • Percentage share in total voting rights: 95.98%

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).

4/2020
17.02.2020 16:09
Current Report No. 4/2020
Resolutions adopted during the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on February 17th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on February 17th 2020, together with the results of voting on the resolutions.

During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.

Materials regarding the resolutions of the Extraordinary General Meeting have been published on the on the Company’s website at https://www.pulawy.com/general meeting.

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).

3/2020
31.01.2020
Current Report No. 3/2020
Draft resolutions for Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy convened for February 17th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
 

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, draft resolutions to be discussed and voted on at the
Extraordinary General Meeting of the Company convened for February 17th 2020.
 

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).
 

2/2019
31.01.2020
Current Report No. 2/2020
Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February 17th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
 

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General
Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on February 17th 2020, in accordance with the notice attached as an appendix to this Current Report.
 

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).

1/2020
31.01.2020
Current Report No. 1/2020
Notice of full year and interim results in financial year 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − Current and periodic information
 

The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ) 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
 

Furthermore, the Company's Management Board 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.
 

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

36/2019
20.12.2019
Current Report No. 36/2019
Registration of amendments and adoption of consolidated text of Articles of Association by Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) announces that on December 17th 2019 it was notified that on December 16th 2019 the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, 6th Commercial Division of the National Court Register, registered the amendments to the Company’s Articles of Association approved by Resolution No. 4 of the Extraordinary General Meeting of November 29th 2019.

The Company’s Management Board also announces that on December 9th 2019 the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association, reflecting the amendments approved by Resolution No. 4 of the Extraordinary General Meeting of November 29th 2019.

The detailed amendments to the Articles of Association and the consolidated text of the Articles of Association are attached to this 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).

35/2019
16.12.2019
Current Report No. 35/2019
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for November 29th 2019
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
 

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at
the Extraordinary General Meeting (the “EGM”) held on November 29th 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
 

Shareholder: Grupa Azoty S.A.
- Number of shares represented at the EGM: 18,345,735
- Number of votes held at the EGM: 18,345,735
- Percentage share in voting rights represented at the EGM: 99.98%
- Percentage share in total voting rights: 95.98%
 

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).

34/2019
16.12.2019
Current Report No. 34/2019
Resolutions adopted during the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on November 29th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information 

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on November 29th 2019, together with the results of voting on the resolutions. 

During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes. 

Materials regarding the resolutions of the Extraordinary General Meeting have been published on the on the Company’s website at https://www.pulawy.com/general meeting. 

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).

33/2019
27.11.2019
Current Report No. 33/2019
Continuation of cooperation with Lubelski Węgiel Bogdanka S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(the “Company”) announces that on November 20th 2019 an annex (the “Annex”) was signed to the Long-Term Agreement for Sale of Thermal Coal executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”). 

The Agreement provides for sale of thermal coal to the Company.
Under the Annex:

  • price of deliveries in 2020 was agreed,
  • the term of the Agreement was extended until December 31st 2025 (previously: December31st 2023),

Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2025 is estimated at PLN 1,855m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 20.92% more than disclosed in Current Report No. 37/2018 of November 19th 2018). Of that amount, approximately PLN 844m (VAT exclusive) is attributable to 2020−2025. The other terms of the Agreement do not differ from standard terms used in agreements of such type. 

Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company. 

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).

32/2019
08.11.2019
Current Report No. 32/2019
Draft resolutions for Extraordinary General Meeting of Grupa Azoty Zaklady Azoty Pulawy convened for November 29TH 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) publishes, attached hereto, draft resolutions to be discussed and voted on at the
Extraordinary General Meeting of the Company convened for November 29th 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

31/2019
08.11.2019
Current Report No. 31/2019
Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna convened for November 29th 2019.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Pursuant to Art. 399.1, Art. 400.1, Art. 402[1] and Art. 402[2] of the CommercialCompanies Code, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) hereby convenes an Extraordinary General Meeting of the Company (the“General Meeting”) to be held at the Company's registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on November 29th 2019, in accordance with the notice attached as an appendix to this Current Report.
 

The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at October 31st 2019, the number of votes attached to these shares is 19,115,000.
 

The General Meeting is convened at the request of a shareholder representing at least onetwentieth of the Company's share capital, that is Grupa Azoty S.A. of Tarnów, dated October 30th 2019 (submitted under Art. 400.1 of the Commercial Companies Code), who also requested that the following items be placed on the agenda of the General Meeting:
 

  1. Resolution to amend the Company’s Articles of Association and authorise the Supervisory Board to draft consolidated text of the Articles of Association.
  2. Resolution to amend Resolution No. 5 of the Company’s Extraordinary General Meeting on the rules for determining remuneration of members of the Grupa Azoty Zakłady Azotowe Puławy Supervisory Board of February 10th 2017.
  3. Resolution to change the rules for disposal of non-current assets. Information on personal data protection in connection with the convening of the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A.

Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the “GDPR”), Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in connection with the convening of the General Meeting the Company will process personal data of the Company's shareholders, proxies entitled to vote, and other persons entitled to exercise voting rights at the General Meeting (jointly referred to as the “Shareholders” or “You”). In connection with the foregoing, the Company represents that:
 

  1. the data controller of the collected data is Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy; You can communicate with the Company by email at ##qxjgd#at#ejapln.rdb##, or by post at: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;
  2. in the case of any matters related to personal data protection at the Company, You can communicate with the Company’s Data Protection Officer at email address: ##xds.ejapln#at#vgjeppodin.rdb##, or postal address: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;
  3. the data will be processed to enable the Company to comply with the requirements of the Commercial Companies Code applicable to it as a public company in connection with the convening of a General Meeting, to enable the Shareholders to exercise their rights with respect to the Company, and establish relevant facts for the purpose of enforcement of the Company's claims, if any, or defence against claims;
  4. the Company will process (i) personal data identifying the Shareholders, such as first name, surname, address of residence or address for notices, and personal identification number (PESEL), (ii) data contained in powers of attorney, (iii) information on shares and rights attached to shares, such as the number, type and serial numbers of shares held, and (iv) wherea Shareholder communicates with the Company by electronic mail – email address;
  5. Shareholders' personal data may be collected by the Company from entities operating the depository for securities, as well as from other Shareholders (data included in powers of proxy);
  6. the legal basis for the processing of Your personal data by the Company is:
    • Article 6.1 (c) of the GDRP – the requirement, provided for in the Commercial Companies Code, to prepare and keep shareholder lists and lists of attendance at General Meetings, to enable Shareholders to vote by proxy and exercise their rights with respect to the Company (e.g. right to propose matters to be included in the agenda);
    • Article 6.1 (f) of the GDRP – justified interests of the Company such as (i) enabling the Company to communicate with Shareholders and verify their identity, and (ii) enabling the Company to enforce claims, if any, or defend itself against claims;
  7. grecipients of the collected personal data are the entities that host the IT tools used to communicate with the Shareholders, and entities providing document archiving services, as well as other Shareholders (with respect to providing the list of shareholders in accordance with Art. 407 of the Commercial Companies Code);
  8. personal data included in the lists of shareholders, lists of attendance and powers of proxy is stored for the duration of the Company, and afterwards may be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email communication is stored for a period allowing the Company to demonstrate its compliance with the applicable requirements under the Commercial Companies Code and until any potential claims of or against the Company become time barred;
  9. where data is provided directly to the Company, the provision of such data is required under the Polish Commercial Companies Code and to enable the verification of a Shareholder's identity, and failure to provide such data results in non-admission to the General Meeting; provision of an email address is voluntary but necessary to enable electronic communication between the Company and the Shareholder, and failure to provide such address will make it impossible to use this form of communication;
  10. You have the right to request access to your personal data, the right to request its rectification, transfer, removal or restriction of its processing, and the right to object to its processing; please note that these rights are not absolute in nature, and the regulations provide for exceptions from their application;
  11.  You may file a complaint with the President of the Personal Data Protection Office in the case 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).
30/2019
07.11.2019
Current Report No. 30/2019
Selected estimated consolidated financial results of Grupa Azoty Zakłady Azoty Zakłady Azotowe “Puławy” S.A. for Q3 2019
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Legal basis: Article 17(1) of MAR – Inside information 

The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) publishes the estimates of key consolidated financial results of the Company for Q3 2019 and cumulatively for three quarters 2019. 

Selected estimated consolidated financial results for Q3 2019:
Revenue: PLN 776,9m
EBITDA: PLN 107,1m
Net profit: PLN 36,8m 

Selected estimated consolidated financial results cumulatively for three quarters 2019:
Revenue: PLN 2 727,1m
EBITDA: PLN 537,9m
Net profit: PLN 284,7m 

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 and cumulatively for three quarters 2019 by parent company in the Azoty Group - Grupa Azoty 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, about which the Company announced in current report No. 2/2019 of 16 January 2019.

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).

29/2019
30.09.2019
Current Report No. 29/2019 Execution of turnkey contract to construct coal-fired power generation unit
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Legal basis: Article 17(1) of MAR – Inside information

  Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on September 25th 2019 the Company and the consortium comprising Polimex-Mostostal S.A. of Warsaw, Polimex Energetyka Sp. z o.o. of Warsaw and SBB ENERGY S.A. of Opole (the “Consortium” or the “Contractor”) signed a contract (the “Contract”) for turnkey construction of a coal-fired power generation unit(the “Project”). The Company announced the final selection (in a tender procedure) of the Consortium as the general contractor for the Project in Current Report No. 25/2019 of July 23rd 2019.

The Contract provides for turnkey construction in Puławy of a new coal-fired power generation unit with a gross generation capacity of 90–100 MWe (the “Power Generation Unit”).The Power Generation Unit will be a pass-out and condensing unit with a pulverized coal-fired boiler.

The Contractor will construct a complete coal-fired generation unit, comprising all the plant and equipment necessary for combined heat and power generation.

A lump-sum remuneration of PLN 1,159,900,000 (VAT exclusive) (the “Remuneration”) is due to the Consortium under the Contract. The budget of the Project totals PLN 1,200,000,000 (VAT exclusive). The other costs of the Project covered by its budget (i.e. in addition to the Remuneration) include integration of the Power Generation Unit with the existing plant, as well as the costs of the Contract Engineer.

As the Project is to be executed on a turnkey basis, the Contract covers all types of work, including construction works, procurement and services necessary for the Power Generation Unit to achieve the required running characteristics, guaranteed technical parameters, operating capability and safety.

The basic period of the Contractor’s warranty is 24 months from the date of execution by the Company of a commissioning report for the Power Generation Unit.

An extended warranty period for facilities/construction work, anti-corrosion protection and thermal/acoustic insulation of the facilities is 60 months.

As security for potential claims, the Contractor will provide the Company with a performance bond in the form of a bank guarantee or security deposit for an amount equal to 10% of the Remuneration. In the circumstances provided for in the Contract, if the Contractor fails to perform its obligations to provide the security required under the Contract, the Company will have the right to retain part of the Remuneration due to the Contractor. The Contract provides for an option to reduce the security amount after the Contractor completes the Contract and the basic warranty period expires.

The Contract provides for contractual penalties payable to the Company if, among others : 

(i) the Contractor delays the execution of the Project milestones − up to 15% of the Remuneration,

(ii) the guaranteed parameters are not met − up to 30% of the Remuneration, and

(iii) the Company terminates the Contract for reasons attributable to the Contractor – 20% of the Remuneration.

The aggregate amount of contractual penalties (whatever the reason) payable by the Contractor is limited to 30% of the Remuneration.

Each party’s liability for damages arising out of or in connection with the performance of the Contract is limited to 100% of VAT-inclusive Remuneration, with the proviso that the limit on the Contractor’s liability does not apply, among others, to liability for lost benefits and loss of production, income or profit which the Company might suffer and which result from the Contractor’s wilful misconduct.

The Contractor will commence the performance of the Contract on the date specified by the Company in the notice to proceed (the “Notice to Proceed”).

The Company has the right to issue the Notice to Proceed to the Contractor within three months of the Contract date.

The commissioning of the Power Generation Unit under the commissioning report signed by both parties should take place within thirty six months from the date specified by the Company in the Notice to Proceed.

The parties have the right to terminate or suspend the performance of the Contract in accordance with the terms and conditions set out therein. In particular, the Company will have the right to terminate the Contract if:

(i) due to reasons attributable to the Contractor or its personnel, it is not possible to commission the Power Generation Unit and the commissioning is delayed by more than 150 calendar days;

(ii) a force majeure event continues for more than 90 calendar days.

In such cases, the Company may exercise its right to terminate the Contract by the end of the basic warranty period.

Until the expiry of 60 months from the date of delivery to the Contractor of the Notice to Proceed, if there is a material change in circumstances due to which the performance of the Contract is no longer in the Company’s interest (which could not be predicted at the time of Contract execution), the Company may terminate the Contract within 30 days of the date of becoming aware of such change in circumstances. In such a case, the Contractor may demand remuneration for the work completed and accepted by the Company, on the terms specified in the Contract.

Until the expiry of 41 months from the issue date for the Notice to Proceed, the Company may withdraw from the Contract and put the Power Generation Unit at the Contractor’s disposal if the technical parameters specified in the Contract are not met.

Not later than by the end of the basic warranty period, the Contractor has the right to terminate the Contract or any part thereof by notice to the Company if:

(i) the Company fails to issue and deliver the Notice to Proceed to the Contractor within nine (9) months from the Contract date;

(ii) the performance of the Contract has been suspended for an uninterrupted period of 120 days, unless the suspension was caused by a force majeure event;

(iii) a force majeure event has continued for an uninterrupted period of more than 180 days;

(iv) the Company fails to provide a payment bond in accordance with the terms of the Contract.

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).

28/2019
04.09.2019
Current Report No. 28/2019 Information about anticipated effect of one-off non-cash events on Grupa Azoty Zakłady Azotowe Puławy’s financial performance in H1 2019
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Legal basis: Article 17(1) of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the anticipated effect of a one-off non-cash event on the H1 2019

separate financial statements of its subsidiary Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) and on the H1 2019 financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A.

In accordance with IAS 36, the Subsidiary’s Management Board analysed indications of impairment of assets allocated to the cash generating unit (CGU) “Other Activities”, following which the Company made a formal estimate of their recoverable amount by determining their value in use.

The financial forecasts adopted by the Subsidiary’s Management Board for the period covered by the impairment test regarding the “Other Activities” CGU were prepared based on the assumption of a moderate, conservative increase in the Subsidiary’s revenue in the following years. Following revision, the forecasts showed a lower than assumed as at December 31st

2018 potential for the Subsidiary to generate revenue from sales of NPK fertilizer blends in the coming years and a lower expected margin on sales of the Subsidiary’s main fertilizer

products, i.e. potassium nitrate and calcium nitrate.

On August 27th 2019, the Subsidiary’s Management Board adopted a resolution to recognise a PLN 7.8m impairment loss on the assets allocated to the “Other Activities” CGU. The

Subsidiary’s “Other Activities” consist primarily in the production of fertilizers and do not include the Organic Products Department.

The above impairment loss reduced the net result disclosed in the separate financial statements of Zakłady Azotowe Chorzów S.A. as at June 30th 2019 by PLN 7.8m.

The effect of the impairment recognition on the consolidated EBIT and consolidated net result of the Grupa Azoty Puławy Group for H1 2019 is PLN -25.2m.

A deferred tax asset is recognised in connection with the impairment loss. At the same time, for the entire amount the Company recognises an impairment loss on “Deferred tax assets”.

Following the recognition by the Company of an impairment loss on the shares in the Subsidiary, the Company’s separate net result for H1 2019 will be reduced by PLN 43m.

As the Company’s financial statements are still being reviewed by the auditor, the above amounts are not final and may be subject to change. The Company’s half-year report will be

issued on September 5th 2019.

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).

27/2019
04.09.2019
Current Report No. 27/2019 Execution of contract for sale of PULREA
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Legal basis: Article 17(1) of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the“Company”) announces that on August 23rd 2019 the Company executed a contract for sale of the PULREA urea (the “Contract”) with Kronospan Mielec Sp. z o.o., Kronospan KO Sp. z o.o., Diakol Strazske S.R.O. of Slovakia and Dukol Ostrava S.R.O. of the Czech Republic (the “Buyers”), effective from July 1st 2019 to June 30th 2023.

Pursuant to the Contract, the Company has the obligation to deliver the product (PULREA urea) and the Buyers are to collect and pay for the deliveries. The Contract specifies the

minimum amount of the product to be delivered to the Buyers thereunder. Prices will be negotiated on a monthly basis. The estimated VAT-exclusive value of the Contract is PLN 300m. The other terms and conditions of the Contract do not differ from standard terms and conditions commonly used in contracts of this type. Information about signing the Contract was considered inside information by the Company, because the Contract has been signed as part of continuing cooperation with the Buyers, who are the Company’s long-term trading partners and key buyers of Pulrea.

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).

26/2019
09.08.2019
Current Report No. 26/2019 Adoption of consolidated text of Articles of Association of Grupa Azoty Zakłady Azotowe Puławy by Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

  Contents: Further to Current Report No. 21/2019 of July 16th 2019 The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 1st 2019 the Company’s Supervisory Board adopted the new consolidated text of the Company’s Articles of Association. This text includes the change adopted by Resolution No. 29 of the Ordinary General Meeting of the Company of June 24, 2019.

  The Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy has been amended by adding item (c) in Art. 30.2.2, reading as follows:

  "(c) contracts for the purchase of electricity and related property rights, contracts for the

purchase of CO2 emission allowances"

  The consolidated text of the Company’s Articles of Association, adopted by the Company’s Supervisory Board on August 1st 2018, is attached to this report.

  Legal basis: Par. 5.1 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 nonmember state, dated March 29th 2018 (Dz.U. of 2018, item 757).

25/2019
30.07.2019
Current Report No. 25/2019 Selection of general contractor to construct coal-fired power generation unit in Puławy
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Legal basis: Article 17(1) of MAR – Inside information

Contents: Further to Current Report No. 6/2019 of April 16th 2019 and Current Report No. 23/2019 of July 23rd 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy

S.A. (the “Company”) announces that on July 23rd 2019 it passed a resolution to select, as the best bid, the bid submitted in the tender procedure to select the general contractor for the

“Construction of a coal-fired power generation unit” project by a consortium comprising Polimex-Mostostal S.A. of Warsaw, Polimex Energetyka Sp. z o.o. of Warsaw, and SBB ENERGY S.A. of Opole (the “Consortium”), for a VAT-exclusive price of up to PLN 1,160,000,000.

The project is scheduled to be launched in September 2019, based on an agreement with the Consortium, which will be announced by the Company in a separate report.

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).

24/2019
26.07.2019
Current Report No. 24/2019 List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for July 23rd 2019
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on July 23rd 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

- Number of shares represented at the EGM: 18,345,735

- Number of votes held at the EGM: 18,345,735

- Percentage share in voting rights represented at the EGM: 99.97%

- Percentage share in total voting rights: 95.98%

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).

 

23/2019
26.07.2019
Current Report No. 23/2019 Resolutions adopted of the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on July 23rd 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on July 23rd 2019, together with the results of voting on the resolutions.

Materials regarding the resolutions of the Extraordinary General Meeting have been published on the on the Company’s website at https://www.pulawy.com/general meeting.

During the Extraordinary General Meeting, the shareholders raised no objections 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).

 

22/2019
19.07.2019
Current Report No. 22/2019 Supplementary information regarding the request for the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for July 23rd 2019, justifying the adoption by the General Meeting of a resolution to grant consent to the acquisition of non-current assets in order to implement investment project “Construction of a coal-fired power generation unit”
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Legal basis: Article 17(1) of MAR – Inside information

Contents: With reference to Current Report No. 20/2019 of June 26th 2019 announcing the approval of the budget for the project “Construction of a coal-fired power generation unit in Puławy” and the convening of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A., together with draft resolutions, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) has decided – in order to provide a fuller justification of the draft resolution proposed to the Extraordinary General Meeting (as part of item 5 of the agenda of the Extraordinary General Meeting of the Company

convened for July 23rd 2019) on granting consent to the acquisition of non-current assets in order to implement investment project “Construction of a coal-fired power generation unit”(published together with Current Report No. 20/2019 of June 26th 2019), as well as in order to ensure that the resolution is adopted on an informed basis – to provide the shareholders with supplementary information justifying the implementation of investment project “Construction of a coal-fired power generation unit”.

The supplementary information is attached to this report as an appendix.

21/2019
18.07.2019
Current Report No. 21/2019 Registration of amendments to Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Further to Current Report No. 18/2019 of June 24th 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it was notified

that on July 11th 2019 the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, 6th Commercial Division of the National Court Register, registered the amendments to the

Company’s Articles of Association approved by Resolution No. 29 of the Annual General Meeting of June 24th 2019.

The Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy has been amended by adding item (c) in Art. 30.2.2, reading as follows: "(c) contracts for the purchase

of electricity and related property rights, contracts for the purchase of CO2 emission allowances"

The Management Board publishes the consolidated text of the Articles of Association prepared by the Company is also attached hereto.

20/2019
08.07.2019
Current Report No. 20/2019 Approval of the budget for the construction of a coal-fired power generating unit in Puławy and convening of the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A., including draft resolutions
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Further to Current Report No. 6/2019 of April 16th 2019, the Management Board of
Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 26th
2019 the Company’s Supervisory Board approved the budget for the investment project to
construct a coal-fired power generating unit (the “Project”), with a total value of up to PLN
1,200,000,000 (VAT exclusive).

In view of the above, for the purposes of the Project implementation, the Company’s
Management Board hereby convenes an Extraordinary General Meeting of the Company (the
“General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa
Polskiego 13 in Puławy, at 11.00 am on July 23rd 2019. The agenda of the General Meeting
will include a vote on a resolution to approve the acquisition of non-current assets with a total
value of up to PLN 1,200,000,000 (VAT exclusive) as part of the Project. The notice of the
General Meeting is attached as an appendix to this report.

The Company’s Management Board publishes, attached hereto, draft resolutions and
documents to be discussed and voted on at the General Meeting convened for July 23rd 2019.

The General Meeting is being convened on the initiative of the Company's Management Board.
The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at
June 26rd 2019, the number of votes attached to these shares is 19,115,000.

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

Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the
“GDPR”), Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in
connection with the convening of the General Meeting the Company will process personal data
of the Company's shareholders, proxies entitled to vote, other persons entitled to exercise voting
rights at the General Meeting (jointly referred to as the “Shareholders” or “You”), and personal
data disclosed during the General Meeting. In connection with the foregoing, the Company
represents that:

a) the data controller of the collected data is Grupa Azoty Zakłady Azotowe Puławy S.A. of
Puławy; You can communicate with the Company by email at ##qxjgd#at#ejapln.rdb##, or by post
at: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

b) in the case of any matters related to personal data protection at the Company, You can
communicate with the Company’s Data Protection Officer at email address:
##xds.ejapln#at#vgjeppodin.rdb##, or postal address: Al. Tysiąclecia Państwa Polskiego 13, 24-110
Puławy, Poland;

c) the data will be processed to enable the Company to comply with the requirements of the
Commercial Companies Code applicable to it as a public company in connection with the
convening of a General Meeting, to enable the Shareholders to exercise their rights with respect
to the Company, and establish relevant facts for the purpose of enforcement of the Company's
claims, if any, or defence against claims;

d) the Company will process (i) personal data identifying the Shareholders, such as first name,
surname, address of residence or address for notices, and personal identification number
(PESEL), (ii) data contained in powers of attorney, (iii) information on shares and rights
attached to shares, such as the number, type and serial numbers of shares held, and (iv) where
a Shareholder communicates with the Company by electronic mail – 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 (data included in powers of proxy);

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

• Article 6.1 (c) of the GDRP – the requirement, provided for in the Commercial Companies
Code, to prepare and keep shareholder lists and lists of attendance at General Meetings, to
enable Shareholders to vote by proxy and exercise their rights with respect to the Company
(e.g. right to propose matters to be included in the agenda);

• Article 6.1 (f) of the GDRP – justified interests of the Company such as (i) enabling the
Company to communicate with Shareholders and verify their identity, and (ii) enabling the
Company to enforce claims, if any, or defend itself against claims;

g) recipients of the collected personal data are the entities that host the IT tools used to
communicate with the Shareholders, and entities providing document archiving services, as
well as other Shareholders (with respect to providing the list of shareholders in accordance with
Art. 407 of the Commercial Companies Code);

h) personal data included in the lists of shareholders, lists of attendance and powers of proxy is
stored for the duration of the Company, and afterwards may be transferred to an entity
designated to store documents in accordance with the Commercial Companies Code; personal
data related to email communication is stored for a period allowing the Company to demonstrate
its compliance with the applicable requirements under the Commercial Companies Code and
until any potential claims of or against the Company become time barred;

i) where data is provided directly to the Company, the provision of such data is required under
the Polish Commercial Companies Code and to enable the verification of a Shareholder's
identity, and failure to provide such data results in non-admission to the General Meeting;
provision of an email address is voluntary but necessary to enable electronic communication
between the Company and the Shareholder, and failure to provide such address will make it
impossible to use this form of communication;

j) You have the right to request access to your personal data, the right to request its rectification,
transfer, removal or restriction of its processing, and the right to object to its processing; please
note that these rights are not absolute in nature, and the regulations provide for exceptions from
their application;

k) You may file a complaint with the President of the Personal Data Protection Office in the
case of any irregularities in the processing of Your personal data.

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).

Par. 19.1.1 and 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).

19/2019
01.07.2019
Current Report No. 19/2019 Shareholders holding 5% or more of total voting rights at Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 24th 2019
See more

Shareholder: Grupa Azoty S.A.

- Number of shares represented at the AGM: 18,345,735

- Number of votes held at the AGM: 18,345,735

- Percentage share in voting rights represented at the AGM: 99.97%

- Percentage share in total voting rights: 95.98%

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).  

18/2019
01.07.2019
Current Report No. 18/2019 Resolutions adopted of the Annual General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 24th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 24th 2019, together with the results of voting on the resolutions.

The documents being the subject of Resolutions No. 4 to No. 29 voted on at the Annual General Meeting were published by the Company along were also made available on the Company’s website at https://www.pulawy.com/201- general-meeting. During the Annual General Meeting, the shareholders raised no objections to 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).

Appendices:

Resolutions passed by the Annual General Meeting on June 24th 2019

17/2019
01.07.2019
Current Report No. 17/2019 Distribution of dividend for 2018
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1. The amount to be paid as dividend is PLN 33,642,400.00.

2. Dividend per share is PLN 1.76.

3. The dividend will be paid in respect of all Company shares (19,115,000 shares).

4. The dividend record date is July 2nd 2019.

5. The dividend payment date is July 18th 2019.   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).

16/2019
03.06.2019
Current Report No. 16/2019 Draft resolutions for Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for June 24th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, draft resolutions to be discussed and voted on at the Annual General Meeting convened for June 24th 2019.

Furthermore, the Management Board publishes, attached hereto, documents to be discussed at the Annual General Meeting, not published earlier.

Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

 

15/2019
03.06.2019
Current Report No. 15/2019 Notice of Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy on June 24th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

  Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the

“Company”) convenes an Annual General Meeting to be held at the Company’s offices at

Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11 am on June 24th 2019, as

specified in the notice appended to this report.

The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As on May

28th 2019, the number of votes attached to these shares is 19,115,000.

Information on personal data protection in connection with the convening of the extraordinary general

meeting of Grupa Azoty Zakłady Azotowe Puławy S.A.

Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the “GDPR”),

Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in connection with the

convening of the General Meeting the Company will process personal data of the Company's

shareholders, proxies entitled to vote, other persons entitled to exercise voting rights at the General

Meeting (jointly referred to as the “Shareholders” or “You”), and personal data disclosed during the

General Meeting. In connection with the foregoing, the Company represents that:

a) the data controller of the collected data is Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy;

You can communicate with the Company by email at ##qxjgd#at#ejapln.rdb##, or by post at: Al.

Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

b) in the case of any matters related to personal data protection at the Company, You can communicate

with the Company’s Data Protection Officer at email address: ##xds.ejapln#at#vgjeppodin.rdb##, or postal

address: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

c) the data will be processed to enable the Company to comply with the requirements of the

Commercial Companies Code applicable to it as a public company in connection with the convening

of a General Meeting, to enable the Shareholders to exercise their rights with respect to the Company,

and establish relevant facts for the purpose of enforcement of the Company's claims, if any, or defence

against claims;

d) the Company will process (i) personal data identifying the Shareholders, such as first name,

surname, address of residence or address for notices, and personal identification number (PESEL), (ii)

data contained in powers of attorney, (iii) information on shares and rights attached to shares, such as

the number, type and serial numbers of shares held, and (iv) where a Shareholder communicates with

the Company by electronic mail – 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 (data included in powers of proxy);

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

• Article 6.1 (c) of the GDRP – the requirement, provided for in the Commercial Companies Code, to

prepare and keep shareholder lists and lists of attendance at General Meetings, to enable Shareholders

to vote by proxy and exercise their rights with respect to the Company (e.g. right to propose matters to

be included in the agenda);

• Article 6.1 (f) of the GDRP – justified interests of the Company such as (i) enabling the Company to

communicate with Shareholders and verify their identity, and (ii) enabling the Company to enforce

claims, if any, or defend itself against claims;

g) recipients of the collected personal data are the entities that host the IT tools used to communicate

with the Shareholders, and entities providing document archiving services, as well as other

Shareholders (with respect to providing the list of shareholders in accordance with Art. 407 of the

Commercial Companies Code);

h) personal data included in the lists of shareholders, lists of attendance and powers of proxy is stored

for the duration of the Company, and afterwards may be transferred to an entity designated to store

documents in accordance with the Commercial Companies Code; personal data related to email

communication is stored for a period allowing the Company to demonstrate its compliance with the

applicable requirements under the Commercial Companies Code and until any potential claims of or

against the Company become time barred;

i) where data is provided directly to the Company, the provision of such data is required under the

Polish Commercial Companies Code and to enable the verification of a Shareholder's identity, and

failure to provide such data results in non-admission to the General Meeting; provision of an email

address is voluntary but necessary to enable electronic communication between the Company and the

Shareholder, and failure to provide such address will make it impossible to use this form of

communication;

j) You have the right to request access to your personal data, the right to request its rectification,

transfer, removal or restriction of its processing, and the right to object to its processing; please note

that these rights are not absolute in nature, and the regulations provide for exceptions from their

application;

k) You may file a complaint with the President of the Personal Data Protection Office in the case 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).

14/2019
03.06.2019
Current Report No. 14/2019 Supervisory Board resolution on allocation of Grupa Azoty Zakłady Azotowe Puławy’s net profit for 2018
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Legal basis: Article 17(1) of MAR – Inside information

Contents: Further to Current Report No. 11/2019 of May 17th 2019 and Current Report No. 13/2019 of May 27th 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 27th 2019 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual General Meeting for the following allocation of the net profit for 2018 of PLN 84,160,178.74, and the undistributed profit brought forward of PLN 40,233,250.00, that is a total amount of PLN 124,393,428.74:

1. PLN 90,751,028.74 to be excluded from distribution to the shareholders and transferred to statutory reserve funds; 2. PLN 33,642,400.00 to be distributed to the shareholders as a dividend of PLN 1.76 per share.

Also, the Supervisory Board gave a positive assessment of the Management Board’s proposal to set the dividend record date for July 2nd 2019 and dividend payment date for July 18th 2019.

The final decision on the allocation of profit for 2018 and the dividend record and payment dates will be made by the Annual General Meeting.

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).

13/2019
03.06.2019
Current Report No. 13/2019 Proposal of dividend record date and dividend payment date
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Legal basis: Art. 17.1 of MAR – Inside information

  Contents: Further to Current Report No. 11/2019 of May 17th 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 27th 2019 it resolved to recommend to the Annual General Meeting the following dates relating to payment of dividend for 2018:

  - July 2nd 2019 as the dividend record date,

  - July 18th 2019 as the dividend payment date.

  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).

12/2019
03.06.2019
Current Report No. 12/2019 Extension of Individual Contracts with Polskie Górnictwo Naftowe i Gazownictwo S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 18/2016 of April 13th 2016 and Current Report No. 28/2017 of June 21st 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 23rd 2019 the Company and its parent: Grupa Azoty S.A. and other companies from Grupa Azoty: 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 Company and Grupa Azoty Group’s strategic gas supplier until September 30th 2022.

The value of the Individual Contracts concluded between the Issuer and PGNiG  is estimated at an amount that may amount to approximately PLN 4.1bn 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).

11/2019
20.05.2019
Current Report No. 11/2019 Management Board’s recommendation on allocation of the net profit for 2018
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Legal basis: Article 17(1) of MAR – Inside information

  The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on May 17th 2019 it passed a resolution to recommend to the Annual General Meeting that the net profit for 2018 of PLN 84,160,178.74 and the undistributed profit brought forward of PLN 40,233,250.00 i.e. total amounts of PLN 124,393,428.74 be allocated as follows:

1.    PLN 90,751,028.74  to be excluded from distribution to shareholders and transferred to statutory reserve funds;

2.    PLN 33,642,400.00 i.e. 1.76 per share to be distributed to shareholders as a dividend

At the same time, the Company informs that pursuant to art. 382 § 3 of the Code of Commercial Companies, this application will be sent to the Company's Supervisory Board for evaluation. A final decision on the allocation of profit will be made by the Annual General Meeting.

  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).

10/2019
08.05.2019
Current Report No. 10/2019 Selected estimated consolidated financial results of Grupa Azoty Zakłady Azoty Zakłady Azotowe “Puławy” S.A. for Q1 2019
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) publishes the estimates of key consolidated financial results of the Company for Q1 2019.

Revenue: PLN 1 068,7m

EBITDA: PLN 268,4m

Net profit/(loss): PLN 168,1m

The amounts presented above are estimates and may be changed. The final figures will be published in the Q1 2019 report on May 23rd 2019.

The Company’s Management Board resolved to publish the estimated consolidated results following publication by the parent Grupa Azoty S.A. of Q1 2019 estimated consolidated financial results of the Grupa Azoty Group.

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

9/2019
08.05.2019
Current Report No. 9/2019 Publication of 2018 non-financial report on corporate website
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) announces that the non-financial report for 2018 covering Grupa Azoty Zakłady Azotowe “Puławy” S.A.  and the Grupa Azoty Zakłady Azotowe “Puławy”  Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at  www.pulawy.com

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 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).

8/2019
19.04.2019
Current report No. 8/2019 Change of release date for separate and consolidated full year reports for 2018
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Contents: Further to Current Report No. 2/2019 of January 16th 2019, the Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2018 has been changed from April 30th 2019 to April 25th 2019.

Given the above, the Management Board will announce 2019 full year results as per the following updated schedule:

1. First and third quarter interim results:

- Q1 2019 extended consolidated report – May 23rd 2019

- Q3 2019 extended consolidated report – November 13rd 2019

2. Half year interim results:

- H1 2019 extended consolidated report – September 5th 2019

3. Full year results:

- 2018 separate full year report – April 25th 2019

- 2018 consolidated full year report – April 25th 2019

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).

7/2019
16.04.2019
Current Report No. 7/2019 Appointment of Member of Grupa Azoty Zakłady Azotowe Puławy Management Board for new term of office
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Subject: Appointment of Member of Grupa Azoty Zakłady Azotowe Puławy Management Board for new term of office

  Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

  Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 16th 2019 the Company’s Supervisory Board, acting pursuant to Art. 30.1.1 in conjunction with Art. 24.1 of the Company’s Articles of Association, passed a resolution to appoint Mr Andrzej Skwarek, elected by the Company’s employees, as Member of the Management Board of a new three-year term of office beginning on the day of the Company’s Annual General Meeting which approves the financial statements for 2018.

The effective date of the resolution is April 16th 2019.

The newly appointed Member of the Management Board 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 bodies of any corporation or of any other competing legal person.

The new Member of the Management Board is not entered in the Register of Insolvent Debtors maintained under the Act on the National Court Register.

A brief description of the appointed member’s educational background, qualifications, previously held positions and employment record is attached to this 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).

 

6/2019
16.04.2019
Current Report No. 6/2019 Preliminary acceptance of bid to act as general contractor of coal-fired power generation unit in Puławy
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Subject: Preliminary acceptance of bid to act as general contractor of coal-fired power generation unit in Puławy

Legal basis: Art. 17.1 of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 16th 2019 it passed a resolution to preliminarily accept a bid placed by the consortium of Polimex-Mostostal S.A. of Warsaw, Polimex Energetyka Sp. z o.o. of Warsaw and SBB ENERGY S.A. of Opole (the “Consortium”) in a tender procedure to select the general contractor for the ‘Construction of a coal-fired power generation unit in Puławy’ project (the “Project”), as a basis for taking further steps to execute the Project.

In the tender procedure, three bids were received. The other two were submitted by a consortium headed by Rafako S.A. and a consortium whose leader is PowerChina Nuclear Engineering Company Limited.

Of all the bidders, the Consortium best meets the requirements laid down in the tender documentation.

An analysis of the bids shows that remuneration under the contract to act as general contractor for the Project will not exceed PLN 1.16bn (VAT exclusive). The amount will also necessitate updating of the Project’s total budget, which, according to the Company Management Board’s estimates, should not exceed PLN 1.2bn (VAT exclusive).

It is planned that the winning bid in the tender procedure will be selected and the relevant contract will be executed in the third quarter of 2019, after the Company’s corporate bodies have approved the updated Project budget and have consented to the execution of contract to act as the general contractor of the Project. The Project itself is expected to be carried out, based on the contract, for 36 months.

Further steps concerning execution of the Project will be announced by the Company in a separate report.

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).

5/2019
21.03.2019
Current Report No. 5/2019 Appointment of Members of Grupa Azoty Zakłady Azotowe Puławy Management Board for new term of office
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

  Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 15th 2019 the Company’s Supervisory Board, acting pursuant to Art. 30.1.1 of the Company’s Articles of Association, passed resolutions to appoint Members of the Company’s Management Board for a new joint three-year term of office starting from the date of the Annual General Meeting approving the financial statements for 2018.

The Supervisory Board appointed the following persons to the Management Board:

Mr Krzysztof Bednarz – as President of the Management Board,

Mr Krzysztof Homenda – as Vice President of the Management Board,

Ms Izabela Świderek – as Vice President of the Management Board,

Ms Anna Zarzycka-Rzepecka – as Vice President of the Management Board.

The effective date of the resolutions is March 15th 2019.

The Company further announces that elections of employee representatives to the Management Board are in progress.

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 Act on the National Court Register.

Brief descriptions of the newly appointed members’ educational background, qualifications, previously held positions and employment record are 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).

Appendices:

•    CV Krzysztof Bednarz

•    CV Krzysztof Homenda

4/2019
06.03.2019
Current Report No. 4/2019 Change in accounting policies and its effect on profit or loss for 2018
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Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in order to unify the Company’s accounting policies with the accounting policies applied by other Grupa Azoty Group companies and following a review and the resulting change of the method for recognising deferred tax, it resolved to change the rules of accounting for tax credits related to business activities in Special Economic Zone (SEZ) and recognising deferred tax in respect of impairment losses on shares. Previously, the tax reliefs in respect of income generated under relevant permits in the SEZ, had been recognised by the Company upon use. The available and unused tax relief was disclosed as a contingent receivable in off-balance sheet items. Now the Company will recognise a deferred tax asset upon its fulfilment of the conditions specified in the permit to conduct operations in the SEZ, taking into account its ability to realise the deferred tax asset in the future. Previously, the Company recognised deferred income tax if an impairment loss on shares held by the Company was recognised. At present, the Company will not recognise deferred tax in respect of impairment losses on shares in entities it controls and has no intention of transferring that control. The total effect of the above changes on the Company’s separate net profit/(loss) for 2018 is PLN (-) 10.8m, and on retained earnings – PLN (+) 40.4m. As the Company’s financial statements are currently being audited, the above amounts are not final and may be subject to change. The full-year report of Grupa Azoty Zakłady Azotowe Puławy S.A. will be published on April 30th 2019. 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).  

3/2019
04.03.2019
Current Report No. 3/2019 Recognition of impairment loss by subsidiary
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Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 23/2018 of August 8th 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the anticipated effect of a one-off non-cash event on the 2018 separate financial statements of the Company’s subsidiary Zakłady Azotowe Chorzów S.A. and on the 2018 financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A. On March 4th 2019, the Management Board of Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) adopted a resolution to recognise a PLN 6.39m impairment loss on the fat processing unit. The impairment losses recognised in 2015−2018 totalled PLN -56.26m. The current impairment loss of PLN -6.39m will be recognised in the Subsidiary’s full-year financial statements prepared as at December 31st 2018. The effect of the impairment recognition on the 2018 consolidated EBIT and consolidated net result of the Grupa Azoty Puławy Group is PLN -6.39m. As a result of recognition by the Company of an impairment loss on the Zakłady Azotowe Chorzów S.A. shares, the separate net financial result of the Company for 2018 will be reduced by PLN 3.45m.

Because the Company’s financial statements are currently being audited, the above amounts are not final and may be subject to change. The full-year report of Grupa Azoty Zakłady Azotowe Puławy S.A. will be published on April 30th 2019. 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).  

2/2019
16.01.2019
Current Report No. 2/2019 Notice of full year and interim results in financial year 2019
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The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ) will announce its 2018 full year results and 2019 interim results as per the following schedule:

1.    First and third quarter interim results:
- Q1 2019 complete consolidated report – May 23rd 2019
- Q3 2019 complete consolidated report – November 13th 2019

2.    Half-year interim results:

- H1 2019 complete consolidated report – September 5th 2019

3.    Full-year results:

- 2018 separate full year report – April 30th 2019
- 2018 consolidated full year report – April 30th 2019

Furthermore, the Company's Management Board 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.

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.

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

Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

1/2019
02.01.2019
Current Report No. 1/2019 Merger of Elektrownia Puławy with Grupa Azoty Zakłady Azotowe Puławy
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Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that today (on January 2nd 2019) it was notified that on January 2nd 2019 the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, 6th Commercial Division of the National Court Register, registered the merger of Elektrownia Puławy Spółka z o.o. (the target company) with Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna (the acquirer). The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. had announced the intended merger in Current Report No. 22/2018 of August 7th 2018. The merger was effected on the terms and conditions specified in the merger plan agreed and approved by the merging companies’ Management Boards on September 26th 2018 and published in Current Report No. 29/2018. The merger was effected under Art. 492.1.1, Art. 515.1 and Art. 516.6 of the Commercial Companies Code, i.e. through an acquisition, that is through the transfer of all of the target company’s assets to the acquirer (merger by acquisition), without amending the acquirer’s Articles of Association and without increasing its share capital, in accordance with the simplified procedure since the target company had been wholly owned by the acquirer.

Pursuant to Art. 494.1 of the Commercial Companies Code, Grupa Azoty Zakłady Azotowe Puławy S.A. assumed all rights and obligations of the target company as of the merger date, i.e. January 2nd 2019. 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).  

40/2018
03.12.2018
Current Report No. 40/2018 List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for November 6th 2018 and resumed after adjournment on November 27th 2018
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting (the “EGM”) convened for November 6th 2018 and resumed after adjournment on November 27th 2018, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in voting rights represented at the EGM and total voting rights in the Company.

Shareholder: Grupa Azoty S.A.

– number of shares at EGM: 18,345,735

– number of voting rights at EGM: 18,345,735

– percentage share in voting rights represented at EGM: 99.97%

– percentage share in total voting rights in the Company: 95.98%

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 Jul???y 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended).

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39/2018
27.11.2018
Current Report No. 39/2018 Appointment of Grupa Azoty Zakłady Azotowe Puławy Supervisory Board member
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the „Company”) announces that on November 27th 2018, Krzysztof Majcher was appointed to the Company’s Supervisory Board of the 9th joint term of office by way of Resolution No. 4 of the Company’s Extraordinary General Meeting.

The resolution on the appointment became effective as of its date. The Management Board further announces that the newly appointed member of the Supervisory Board has submitted representations to the effect that he is not engaged in any activities outside the Company that are competing with the Company’s business and that he is not a partner in any competing partnership under civil law or another type of partnership or a member of the governing bodies of companies or of any other competing legal persons.

The representations also contain a statement of the newly appointed Supervisory Board member 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 new member’s educational background, qualifications, previously held positions and employment record is attached to this Report.

Legal basis: Par. 5.5 and Par. 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).

Appendices:

Information on the educational background, qualifications, previously held positions and employment record of the new Supervisory Board member

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38/2018
27.11.2018
Current Report No. 38/2018 Resumption of Extraordinary General Meeting and resolutions passed on November 27th 2018
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, a resolution of the Company’s Extraordinary General Meeting passed on November 27th 2018.

No objections were raised and requested to be recorded in the minutes during the Extraordinary General Meeting.

The Company’s Extraordinary General Meeting resumed its proceedings after the adjournment announced on November 6th 2018, as reported by the Company in Current Report No. 34/2018 of November 6th 2018. The resolutions passed before the adjournment were published by the Company in Current Report No. 36/2018 of November 6th 2018.

Materials pertaining to Resolution No. 4 of the Extraordinary General Meeting have been published on the Company’s website at https://www.pulawy.com, in the Investor Relations/General Meeting section.

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).

Appendices:

Resolution passed by the Extraordinary General Meeting on November 27th 2018

 

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37/2018
19.11.2018
Current Report No. 37/2018 Continuation of cooperation with Lubelski Węgiel Bogdanka
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Legal basis: Art. 17.1 of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 19th 2018 an annex (the “Annex”) was signed to the Long-Term Thermal Coal Supply Agreement executed between the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”).

The Agreement provides for supply and sale of thermal coal to the Company.

Under the Annex, the term of the Agreement was extended until December 31st 2023.

Following the execution of the Annex, the total value of the Agreement from its execution date to December 31st 2023 is estimated at PLN 1,534m (VAT exclusive), without accounting for any increases, deviations and tolerance, i.e. about 14.6% more than disclosed in Current Report No. 6/2018 of February 26th 2018). Of that amount, approximately PLN 666m (VAT exclusive) is planned for 2019−2023. The other terms of the Agreement do not differ from standard terms used in agreements of such type. Coal supplies provided for in the Annex are intended for the Company’s CHP plant, and do not include the demand associated with the plans to construct a new coal-fired unit.

Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company at optimal transport costs due to the proximity of the Bogdanka mine to the Company’s plant. As a result of the execution the Annex, in 2019 Lubelski Węgiel Bogdanka S.A. will cover approximately 80% of the coal requirement of the Company’s CHP plant.

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).

 

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36/2018
07.11.2018
Current Report No. 36/2018 Resolutions voted on by Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting on November 6th 2018
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on November 6th 2018, together with the results of voting on each resolution.

Materials pertaining to the resolutions of the Extraordinary General Meeting have been published on the Company’s website at www.pulawy.com, in the Investor Relations/ General Meeting section.

The Company’s Management Board also publishes, attached hereto, a draft resolution to adjourn the Extraordinary General Meeting held on November 6th 2018 at the request of an eligible shareholder. A resolution with contents based on the submitted draft resolution has been passed by the Extraordinary General Meeting.

Legal basis: Par. 19.1.4 and 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).

Appendices:

Draft resolution submitted during the Company’s Extraordinary General Meeting on November 6th 2018

Resolutions passed by the Company’s Extraordinary General Meeting on November 6th 2018

Appendix 1 to Resolution No. 4 passed by the Company’s Extraordinary General Meeting on November 6th 2018

 

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35/2018
06.11.2018
Current Report No. 35/2018 Governing bodies’ resolutions on plan of merger of Grupa Azoty Zakłady Azotowe Puławy S.A. with Elektrownia Puławy Sp. z o.o.
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Legal basis: Art. 17.1 of MAR – Inside information

Further to Current Reports No. 29/2018, 30/2018 and 32/2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that on November 6th 2018 the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. and the General Meeting of Elektrownia Puławy Sp. z o.o. passed resolutions to merge Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna, as the acquirer, with Elektrownia Puławy Spółka z ograniczoną odpowiedzialnością, as the target company, and approved the Plan of Merger for the companies published in Current Report No. 29/2018 of September 26th 2018.

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).

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34/2018
06.11.2018
Current Report No. 34/2018 Adjournment of the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A.
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ)  announces that the Extraordinary General Meeting on November 6th 2018 resolved to adjourn the General Meeting.

The proceedings of the Extraordinary General Meeting will be resumed at 11.00 am on November 27th 2018 at the Company’s registered office in Puławy, at Aleja Tysiąclecia Państwa Polskiego 13.

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).

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33/2018
31.10.2018
Current Report No. 33/2018 Estimated selected consolidated financial results of Grupa Azoty Zakłady Azotowe „Puławy” S.A. Group’s for Q3 2018
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Legal basis: Article 17(1) of MAR – Inside information 

The Management Board of Grupa Azoty Zakłady Azotowe „Puławy” S.A. (the ʺCompanyʺ) publishes the estimated selected consolidated financial results of the consolidated financial data of the Grupa Azoty Zakłady Azotowe „Puławy” S.A. Group for Q3 2018:

Revenue: PLN 838.6m

EBITDA: PLN 12.0m

Net profit/(loss): PLN -35.9m

The Company’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 energy raw materials and CO2 emission allowances.

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).

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32/2018
26.10.2018
Current Report No. 32/2018 Second notice to shareholders of intended merger
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Further to Current Report No. 30/2018 of October 3rd 2018, containing first notice of an intended merger of Grupa Azoty Zakłady Azotowe Puławy S.A. with Elektrownia Puławy Sp. z o.o., the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”), acting pursuant to Art. 504 of the Commercial Companies Code, hereby gives second notice to the shareholders of an intended merger of the Company (as the acquirer) with Elektrownia Puławy Sp. z o.o. (as the target company). The text of the notice is attached as an appendix to this Report.

Appendices:

Second notice of intended merger

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31/2018
16.10.2018
Current Report No. 31/2018 Additional documents for Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for November 6th 2018
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Further to Current Report No. 30/2018 of October 3rd 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the „Company”) publishes, attached hereto, documents which have not been previously made available to the public and which will be considered during the Extraordinary General Meeting convened for November 6th 2018.

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).

Appendices:

Supervisory Board’s resolution to provide opinion on an intended merger of Grupa Azoty Zakłady Azotowe Puławy S. A. with Elektrownia Puławy Sp. z o.o.

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30/2018
03.10.2018
Current Report No. 30/2018 Notice and draft resolutions of Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting to be held on November 6th 2018, including the first notice of intended merger
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the "Company”), hereby announces that:

1. Acting pursuant to Art. 399.1 and Art. 402(1) of the Commercial Companies Code, the Company’s Management Board convenes an Extraordinary General Meeting of the Company (the “General Meeting”), to be held at the Company's registered office at Al. Tysiąclecia Państwa Polskiego 13, at 11:00 a.m. on November 6th 2018, in accordance with Section I. NOTICE OF EXTRAORDINARY GENERAL MEETING of the ‘Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna, including the first notice of intended merger’, attached as an appendix to this Report.

2. Furthermore, the Management Board, acting pursuant to Art. 504 of the Commercial Companies Code, in accordance with Section II. FIRST NOTICE OF INTENDED MERGER of the ‘Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna, including the first notice of intended merger’ referred to in item 1 above, hereby gives first notice to the shareholders of an intended merger of the Company with Elektrownia Puławy Spółka z o.o. of Puławy.

3. The Company’s Management Board publishes, attached hereto, draft resolutions to be discussed and voted on at the General Meeting convened for November 6th 2018.

The General Meeting is being convened on the initiative of the Company's Management Board. The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at October 3rd 2018, the number of votes attached to these shares is 19,115,000.

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

Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the “GDPR”), Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in connection with the convening of the General Meeting the Company will process personal data of the Company's shareholders, proxies entitled to vote, other persons entitled to exercise voting rights at the General Meeting (jointly referred to as the “Shareholders” or “You”), and personal data disclosed during the General Meeting. In connection with the foregoing, the Company represents that:

a) the data controller of the collected data is Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy; You can communicate with the Company by email at ##qxjgd#at#ejapln.rdb##, or by post at: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

b) in the case of any matters related to personal data protection at the Company, You can communicate with the Company’s Data Protection Officer at email address: ##xds.ejapln#at#vgjeppodin.rdb##, or postal address: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

c) the data will be processed to enable the Company to comply with the requirements of the Commercial Companies Code applicable to it as a public company in connection with the convening of a General Meeting, to enable the Shareholders to exercise their rights with respect to the Company, and establish relevant facts for the purpose of enforcement of the Company's claims, if any, or defence against claims;

d) the Company will process (i) personal data identifying the Shareholders, such as first name, surname, address of residence or address for notices, and personal identification number (PESEL), (ii) data contained in powers of attorney, (iii) information on shares and rights attached to shares, such as the number, type and serial numbers of shares held, and (iv) where a Shareholder communicates with the Company by electronic mail – 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 (data included in powers of proxy);

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

• Article 6.1 (c) of the GDRP – the requirement, provided for in the Commercial Companies Code, to prepare and keep shareholder lists and lists of attendance at General Meetings, to enable Shareholders to vote by proxy and exercise their rights with respect to the Company (e.g. right to propose matters to be included in the agenda);

• Article 6.1 (f) of the GDRP – justified interests of the Company such as (i) enabling the Company to communicate with Shareholders and verify their identity, and (ii) enabling the Company to enforce claims, if any, or defend itself against claims;

g) recipients of the collected personal data are the entities that host the IT tools used to communicate with the Shareholders, and entities providing document archiving services, as well as other Shareholders (with respect to providing the list of shareholders in accordance with Art. 407 of the Commercial Companies Code); h) personal data included in the lists of shareholders, lists of attendance and powers of proxy is stored for the duration of the Company, and afterwards may be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email communication is stored for a period allowing the Company to demonstrate its compliance with the applicable requirements under the Commercial Companies Code and until any potential claims of or against the Company become time barred;

i) where data is provided directly to the Company, the provision of such data is required under the Polish Commercial Companies Code and to enable the verification of a Shareholder's identity, and failure to provide such data results in non-admission to the General Meeting; provision of an email address is voluntary but necessary to enable electronic communication between the Company and the Shareholder, and failure to provide such address will make it impossible to use this form of communication;

j) You have the right to request access to your personal data, the right to request its rectification, transfer, removal or restriction of its processing, and the right to object to its processing; please note that these rights are not absolute in nature, and the regulations provide for exceptions from their application; k) You may file a complaint with the President of the Personal Data Protection Office in the case of any irregularities in the processing of Your personal data.

Legal basis: Par. 19.1.1 and 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).

Appendices:

Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna including the first notice of intended merger

  Draft resolutions of the Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna Extraordinary General Meeting

 

 

29/2018
26.09.2018
Current Report No. 29/2018 Agreement on Plan of Merger of Elektrownia Puławy Spółka z o.o. with Grupa Azoty Zakłady Azotowe Puławy
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Legal basis: Art. 17.1 of MAR – Inside information

Further to Current Report No. 22/2018 of August 7th 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna (the „Company”) announces that on September 26th 2018 the Company's Management Board and the Management Board of Elektrownia Puławy Spółka z o.o. agreed on and signed a plan of merger (the “Plan of Merger”) of the Company (as the acquirer) with Elektrownia Puławy Spółka z ograniczoną odpowiedzialnością as the target company (the “Target Company”) . The Plan of Merger was prepared in accordance with Art. 498 and Art. 499 of the Commercial Companies Code.

The merger will be effected pursuant to Art. 492.1.1 of the Commercial Companies Code, i.e. through the transfer of all of the Target Company’s assets to the acquirer, i.e. Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna. Following the merger, the Target Company will be dissolved and the Company as the acquirer will assume all of its rights and obligations as of the merger date.

As the Target Company is wholly-owned by the Company being the acquirer, the merger will be carried out in accordance with the simplified procedure, and pursuant to: a) Art. 515.1 of the Commercial Companies Code, it will be effected without an increase in the share capital of the Company as the acquirer, and without subscription for any shares in the Acquirer’s share capital by the Target Company’s shareholders;b) Art. 516.6 of the Commercial Companies Code in conjunction with Art. 516.5, the Plan of Merger will be filed with the registry court, will not be audited by a qualified auditor as referred to in Art. 502.1 of the Commercial Companies Code, no auditor’s opinion will be issued on the Plan of Merger, and the Management Boards of the merging companies will not prepare written reports justifying the merger as referred to in Art. 501.1 of the Commercial Companies Code.

Given that the Merger will be carried out without an increase in the Company’s share capital, and it will not give rise to any new circumstances that would be required to be disclosed in the Company’s Articles of Association and that no other amendments are proposed to be made to the Articles of Association, the Company’s Articles of Association are not planned to be amended in connection with the merger.

The merger will depend on the adoption of resolutions approving the Plan of Merger by the General Meeting of the Company as the acquirer and the General Meeting of the Target Company.

Pursuant to Art. 499.4 of the Commercial Companies Code, as the Company is a public company and, in accordance with the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies, it publishes and makes available to shareholders its half-year financial statements, no statement containing information on its financial position has been prepared.

The Company further announces that pursuant to Art. 500.2 of the Commercial Companies Code, Art. 500.21 and Art. 505.31 in conjunction with Art. 516.6 of the Commercial Companies Code, the Plan of Merger, together with the appendices and documents referred to in Art. 505.1.2 of the Commercial Companies Code, will be published and made available free of charge to the public on the Company’s website, in the Investor Relations section, until the closing of the Company’s General Meeting that passes the merger resolution.

Legal basis: 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).

Appendices:

Plan of Merger of Elektrownia Puławy Spółka z o.o. with Grupa Azoty Zakłady Azotowe Puławy S.A.

28/2018
20.09.2018
Current Report No. 28/2018 Resignation of Grupa Azoty Zakłady Azotowe Puławy Supervisory Board member
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that today (on September 21st 2018) Krzysztof Bednarz has tendered his resignation as member of the Supervisory Board with effect from September 21st 2018. The resignation followed the Supervisory Board’s resolution to appoint Krzysztof Bednarz as President of the Company’s Management Board, dated September 20th 2018 and announced by the Company in Current Report No. 27/2018.

Legal basis: Par. 5.4 and Par. 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).

27/2018
20.09.2018
Current Report No. 27/2018 Appointment of President of Grupa Azoty Zakłady Azotowe Puławy Management Board Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on September 20th 2018 the Company’s Supervisory Board resolved to appoint Krzysztof Bednarz, PhD, as President of the Company’s Management Board for the three-year joint term of office commenced on April 5th 2016.

  On August 13th 2018, Krzysztof Bednarz was delegated by the Company’s Supervisory Board to perform the duties of the President of the Management Board (Current Report No. 26/2018 of August 13th 2018). The appointment resolution will come into force as of the date when Krzysztof Bednarz tenders his resignation from the Company’s Supervisory Board.

The Management Board further announces that Krzysztof Bednarz has submitted a representation to the effect that he is not engaged in any activities outside the Company that are competing with the Company’s business and that he is not a partner in any competing partnership under civil law or another type of partnership, or a member of the governing bodies of companies or of any other competing legal persons. The representation also contains a statement that Krzysztof Bednarz is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

  Information on Krzysztof Bednarz’s educational background, qualifications, previously held positions and employment record is attached to this 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).

  Appendices:

Biographical note – Krzysztof Bednarz

26/2018
13.08.2018
Current Report No. 26/2018 Subject: Changes in composition of Management Board of Grupa Azoty Zakłady Azotowe Puławy
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Current Report No. 26/2018

Subject: Changes in composition of Management Board of Grupa Azoty Zakłady Azotowe Puławy

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 13th 2018 the Company’s Supervisory Board passed a resolution to remove Jacek Janiszek as President of the Company’s Management Board.

The Supervisory Board further decided to temporarily delegate its Member, Krzysztof Bednarz, to act as President of the Management Board until a new President is selected following the recruitment procedure, for a period not longer than three months.

The Management Board further announces that Krzysztof Bednarz has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a partner in any competing partnership under civil law or another type of partnership nor a member of the governing bodies of companies or of any other competing legal persons. The representation also contains a statement that Krzysztof Bednarz is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

A brief description of Krzysztof Bednarz’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, Par. 5.5, Par. 9, and Par. 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).

Appendices: Biographical note – Krzysztof Bednarz  

25/2018
13.08.2018
Current Report No. 25/2018 Subject: Adoption of consolidated text of Articles of Association of Grupa Azoty Zakłady Azotowe Puławy by Supervisory Board
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Subject: Adoption of consolidated text of Articles of Association of Grupa Azoty Zakłady Azotowe Puławy by Supervisory Board

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 13th 2018 the Company’s Supervisory Board adopted the new consolidated text of the Company’s Articles of Association. The new text reflects the amendment to Art. 30.1.24 of the Articles of Association as adopted by Resolution No. 28 of the Company’s Annual General Meeting of June 6th 2018, which was not incorporated in the consolidated text of the Articles of Association published in Current Report No. 18/2018 of June 28th 2018.

Accordingly, in the new consolidated text of the Company’s Articles of Association, the text of Art. 30.1.24 of the Articles of Association, reading:

“24) approval of the rules defining the procedure for appointment of members of the Company’s governing bodies by its employees”

was replaced with:

“24) approval of the rules defining the procedure for appointment of members of the Company’s governing bodies by the employees”.

The consolidated text of the Company’s Articles of Association, adopted by the Company’s Supervisory Board on August 13th 2018, is attached to this report.

Legal basis: Par. 5.1 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).

Appendices: The consolidated text of the Company’s Articles of Association, adopted by the Supervisory Board on August 13th 2018  

24/2018
12.08.2018
Current Report No. 24/2018 Subject: Grupa Azoty Zakłady Azotowe Puławy’s estimated key consolidated financial data for H1 2018
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Subject: Grupa Azoty Zakłady Azotowe Puławy’s estimated key consolidated financial data for H1 2018 Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the Grupa Azoty Puławy Group’s estimated key consolidated financial data for H1 2018:

Revenue: PLN 1,759.4m

EBITDA: PLN 189.6m

EBITDA net of one-off items: PLN 196.3m

Net profit/(loss): PLN 90.6m

Net profit/(loss) net of one-off items: PLN 96.1m

When determining the amounts net of one-off items, an adjustment was made for PLN (-) 6,771 thousand impairment loss on property, plant and equipment, as announced by the Company in Current Report No. 23/2018 of August 8th 2018.

The Company’s Management Board considered the information on the consolidated results to be material, due to the significantly weaker financial performance in Q2 2018 compared with the corresponding periods of previous three years; the results differed from market expectations. The weaker performance was primarily attributable to a significant increase in prices of raw materials and a decline in prices of nitrogen fertilizers.

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 report for the first half of 2018 will be issued on August 28th 2018.

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).  

23/2018
08.08.2018
Current Report No. 23/2018 Subject: Recognition of impairment loss by subsidiary
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Subject: Recognition of impairment loss by subsidiary Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 34/2017 of August 4th 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the anticipated effect of a one-off non-cash event on the H1 2018 separate financial statements of its subsidiary Zakłady Azotowe Chorzów S.A. and on the H1 2018 financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A.

On August 8th 2018, the Management Board of Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) passed a resolution to recognise a PLN 6,771 thousand impairment loss on the fat processing unit. The impairment loss will be recognised in the Subsidiary’s financial statements for the first half of 2018 prepared as at June 30th 2018. In accordance with IAS 36, the Subsidiary’s Management Board identified indications that the recoverable amount of those assets may have decreased below their respective carrying amounts as at June 30th 2018. The fat processing unit continues to operate below its full processing capacity. The Subsidiary’s limited ability to generate cash inflows from the sale of stearin and other oleochemicals results from lower-than-expected prices and sales volumes in H1 2018 and weaker forecasts for the years to come.

The effect of the impairment recognition on the H1 consolidated EBIT of the Grupa Azoty Puławy Group will be PLN 6,771 thousand, and on the consolidated net result – PLN 5,485 thousand. As a result of recognition by the Company of an impairment loss on the Zakłady Azotowe Chorzów S.A. shares, the Company’s separate net result for H1 2018 will be reduced by PLN 6,681 thousand (adjusted for deferred tax).

As the Company’s financial statements are currently being audited, the above amounts are not final and may be subject to change. The half-year report of Grupa Azoty Zakłady Azotowe Puławy S.A. will be published on August 28th 2018.

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).   Current Report No. 24/2018 Subject: Grupa Azoty Zakłady Azotowe Puławy’s estimated key consolidated financial data for H1 2018 Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the Grupa Azoty Puławy Group’s estimated key consolidated financial data for H1 2018:

Revenue: PLN 1,759.4m

EBITDA: PLN 189.6m

EBITDA net of one-off items: PLN 196.3m

Net profit/(loss): PLN 90.6m

Net profit/(loss) net of one-off items: PLN 96.1m

When determining the amounts net of one-off items, an adjustment was made for PLN (-) 6,771 thousand impairment loss on property, plant and equipment, as announced by the Company in Current Report No. 23/2018 of August 8th 2018.

The Company’s Management Board considered the information on the consolidated results to be material, due to the significantly weaker financial performance in Q2 2018 compared with the corresponding periods of previous three years; the results differed from market expectations. The weaker performance was primarily attributable to a significant increase in prices of raw materials and a decline in prices of nitrogen fertilizers.

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 report for the first half of 2018 will be issued on August 28th 2018.

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).  

22/2018
07.08.2018
Current Report No. 22/2018 Subject: Decision to start preparatory work concerning merger of subsidiary with Grupa Azoty Zakłady Azotowe Puławy
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Subject: Decision to start preparatory work concerning merger of subsidiary with Grupa Azoty Zakłady Azotowe Puławy Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 7th 2018 it decided to commence preparatory work to merge the subsidiary Elektrownia Puławy Sp. z o.o. of Puławy (“Elektrownia Puławy”) with the Company.

The Company holds 100% of shares in the share capital of Elektrownia Puławy. The Company intends to carry out the merger pursuant to Art. 492.1.1, Art. 515.1, and Art. 516.6 of the Commercial Companies Code, i.e. without increasing the Company’s share capital, following a simplified procedure to transfer all the assets of Elektrownia Puławy to Grupa Azoty Zakłady Azotowe Puławy S.A. (merger by acquisition).

The merger will be effected based on a merger plan to be agreed on by the Management Boards of both companies and under resolutions of the Company’s and Elektrownia Puławy’s General Meetings, adopted in accordance with the Commercial Companies Code.

A new 100 MWe hard coal-fired power generating unit is planned to be constructed on the premises of the Company’s CHP plant (see Current Report No. 5/2018 of January 30th 2018). The merger will enhance efficiency of management of the construction and operation of the new unit.

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).  

21/2018
26.07.2018
Current Report No. 21/2018 Subject: Provision of guarantee Legal basis: Art. 17.1 of MAR – Inside information
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Subject: Provision of guarantee Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 36/2018 of July 26th 2018 issued by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Azotowe Puławy S.A.; the “Parent” or the “Borrower”), the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”) announces that in connection with a new long-term loan agreement signed between the Parent and the European Bank for Reconstruction and Development of London (“EBRD”) on July 26th 2018, a guarantee agreement was executed between the EBRD, the Borrower and the Parent’s subsidiaries, including Grupa Azoty Puławy, Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., acting as guarantors.

The guarantee was provided for the benefit of the EBRD, to secure repayment under the loan agreement of up to PLN 500,000,000, concluded between the Borrower and the EBRD on July 26th 2018 (the “Second EBRD Agreement”) and being an integral part of Grupa Azoty’s long-term financing package which is to fund the Grupa Azoty Group’s general corporate needs, including its strategy and capex programme.

The maximum amount of the guarantee provided by each guarantor, including Grupa Azoty Puławy, was set at PLN 200,000,000 (one-third of 120% of the maximum amount provided under the Second EBRD Agreement), thus the aggregate maximum guarantee amount is PLN 600,000,000.

Each guarantor is severally liable for the Borrower’s obligations up to its agreed maximum liability amount (guarantee amount). If the Borrower fails to satisfy its obligations under the Second EBRD Agreement, the EBRD may seek payment of any outstanding amounts by the guarantors.

The guarantee expires upon the expiry of the security term, which ends upon repayment of the debt under the Second EBRD Agreement, concluded for a period of ten years, with a repayment schedule providing for payments in instalments, starting within three years of the Agreement date.

The guarantee was provided on an arm’s length basis, for appropriate consideration.

The other terms of the guarantee agreement with the EBRD 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 12 June 2014, No. L 173/1, as amended).  

20/2018
03.07.2018
Current Report No. 20/2018C Subject: Current Report No. 20/2018 – correction Legal basis: Art. 17.1 of MAR – Inside information
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Current Report No. 20/2018C Subject: Current Report No. 20/2018 – correction Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”) publishes a correction of Current Report No. 20/2018 of June 29th 2018 concerning execution of annexes to credit facility agreements with PKO BP S.A.

The correction concerns the following paragraph:

The Overdraft Agreement is connected with the physical cash pooling agreement with PKO BP S.A. of September 30th 2016, to which, on June 29th 2018, the Parent and selected companies of the Parent Group signed an annex to extend its term until September 30th 2022. Physical cash pooling is designed to optimise the interest income and expenses and to enable the Parent Group companies to use the Group’s global liquidity limit within the positive and negative balances in the Parent Group companies’ current accounts.

After correction, the paragraph reads as follows:

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 Parent Group companies to use the Group’s global liquidity limit within the positive and negative balances in the Parent Group companies’ current accounts.

Otherwise the text of the report remains unchanged. Following the correction, the full text of Current Re