Grupa Kapitałowa Grupa Azoty
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Reports No. 3/2024 of January 26th 2024 the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the release date for the consolidated report for the first half of 2024 has been changed from August 28th 2024 to September 11th 2024.
The release date for the interim report for the third quarter of 2024 remains unchanged, with the updated release dates for interim reports in 2024 provided below:
1. Quarter interim report:
2. Half-year interim report:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: 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 13 August 2024 it received a statement dated 13 August 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, on the appointment of Mr Henryk Łucjan to the Company’s Supervisory Board.
Newly appointed Member of the Supervisory Board Mr Henryk Łucjan has submitted a representation to the effect that the activities he is engaged in outside the Company are not competing with the Company’s business and that he 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 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 that the newly appointed 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 has been attached by the Company to this 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).
Appendix will be added.
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2024 of 2 February 2024, Current Report No. 12/2024 of 29 February 2024, Current Report No. 15/2024 of 27 March 2024, Current Report No. 29/2024 of 26 April 2024 and Current Report No. 39/2024 of 29 May 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 31 July 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, on behalf of the Company and selected companies of the Grupa Azoty Group (the “Grupa Azoty Group”), as listed in the appendix to Current Report No. 5/2024, being parties to the relevant financing agreements (the “Financing Agreements”), executed an amending annex (the “Annex”), effective as of 30 July 2024, to the standstill agreement signed on 2 February 2024 (as subsequently amended) 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 11 October 2024.
This will facilitate the completion 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).
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 19 July 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.
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 2024, item 620).
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 19 July 2024, together with the results of voting.
Furthermore, the Company’s Management Board publishes, attached hereto, the draft resolution which was put to vote but not passed by the Extraordinary General Meeting.
During the Extraordinary General Meeting, no objections were raised to the minutes regarding.
The documents voted on by the Extraordinary General Meeting are available from the Company’s website at https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia and attached to Current Report No. 47/2024 of 21 June 2024 and Current Report No. 50/2024 of 27 June 2024.
Legal basis: Section 19.1.6 and Section 19.1.8 of the Minister of Finance’s Regulation of 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: 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 Annual General Meeting (the “AGM”) held on 27 June 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 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 2024, item 620).
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 (“AGM”) on 28 June 2024, together with the results of voting.
In connection with the use of a computer system for voting and counting the votes, the Annual General Meeting decided not to appoint a Ballot Counting Committee.
Furthermore, the Company’s Management Board publishes, attached hereto, the draft resolutions which were put to vote but not passed by the Annual General Meeting.
Objection to Resolution No. 21 was raised by shareholders during the Annual General Meeting for the record in the minutes.
The documents voted on by the Annual General Meeting are available from the Company’s website at https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia. They have also been published with the Company’s separate and consolidated annual reports for 2023, and attached to Current Report No. 41/2024 of 31 May 2024, Current Report No. 42/2024 of 10 June 2024, Current Report No. 43/2024 of 11 June 2024, Current Report No. 44/2024 of 18 June 2024 and Current Report No. 48/2024 of 25 June 2024.
Legal basis: Section 19.1.6, Section 19.1.8, and Section 19.1.9 of the Minister of Finance’s Regulation of 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: 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 28 June 2024, pursuant to resolution of the Company’s Annual General Meeting, the following persons were appointed to the Company’s Supervisory Board for a new three-year term of office commencing on 28 June 2024:
Dariusz Bednorz – Chair of the Supervisory Board,
Agnieszka Kania,
Cezary Możeński,
Piotr Kruk – elected by employees of the Grupa Azoty Zakłady Azotowe Puławy Group,
Tomasz Ogrodnik – elected by employees of the Grupa Azoty Zakłady Azotowe Puławy Group.
The resolutions to appoint members of the Company’s Supervisory Board of the 11th term of office have become effective upon its adoption.
The Company’s Management Board further states that: The newly appointed Chair and Members of the Supervisory Board have submitted representations to the effect that the activities they are engaged in outside the Company are not competing with the Company’s business and that they are not shareholders or partners in any company or partnership or members of the governing bodies of any other legal persons which would compete with the Company’s business.
The representations also include statements to the effect that the new Chair and Members of the Supervisory Board of the 11th term of office are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Members of the Company’s Supervisory Board of the 11th term is attached to this current report.
Legal basis: Section 5.5. of the Minister of Finance’s Regulation of 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: 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 draft resolutions to be considered and voted on by the Extraordinary General Meeting of the Company convened for 19 July 2024, as well as documents relevant for those resolutions that have not yet been published.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Extraordinary General Meeting of the Company to be held on 19 July 2024, at 11:00 am, at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland. For more details, see the Notice of the Extraordinary General Meeting attached as an appendix hereto.
Legal basis: Section 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2024 of 2 February 2024, Current Report No. 12/2024 of 29 February 2024, Current Report No. 15/2024 of 27 March 2024, Current Report No. 29/2024 of 26 April 2024, and Current Report No. 39/2024 of 29 May 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 21 June 2024 it passed a resolution in the performance of the agreement concluded with its financing parties (the “Agreement”), as announced in Current Report No. 5/2024, subject to relevant approvals by the Company’s Supervisory Board and Extraordinary General Meeting authorising actions to be implemented in connection with the Agreement related, among other things, to:
1. future conclusion by the Company of an agreement or agreements between the Company’s creditors, including: Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląsk S.A., Santander Bank Polski S.A., CaixaBank S.A. Branch in Poland, BNP Paribas Bank Polski S.A., the European Investment Bank and the European Bank for Reconstruction and Development, Banco Santander S.A. Frankfurt Branch, Santander Factoring Sp. z o.o., Pekao Faktoring Sp. z o.o., ING Commercial Finance Polska S.A. and BNP Paribas Faktoring Sp. z o.o. (or some of these entities) to which the Company or certain other companies of the Grupa Azoty Group would be parties, with the proviso that such agreement or agreements could provide, without limitation, for:
(i) the appointment of a financial institution indicated therein as a security agent or to act in a similar role (the “Security Agent”),
(ii) an irrevocable and unconditional obligation of the Company to pay to the Security Agent specific sums in the currency and in amounts equal to any amounts payable by the Company to each of the creditors named in the relevant agreement between the Company’s creditors as such amounts become or would become due and payable under the relevant document, i.e. a Parallel Debt obligation, or any other obligation of the Company to pay certain amounts to a specified entity as they become or would become due and payable under the relevant document;
2. the basic scope of security interests to be established over selected assets of the Company, including the creation of registered pledges (e.g. a floating charge over a set of movables or rights or other groups of assets), financial or civil pledges, creation of joint contractual mortgages over ownership or perpetual usufruct rights, and notarised consent to enforcement.
These decisions have been made as part of the schedule of steps agreed with the financing institutions with a view to developing a long-term agreement concerning of the Grupa Azoty Group financing.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Reports No. 40/2024 and No. 41/2024 of 31 May 2024 and Current Report No. 43/2024 of 11 June 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) submits, attached hereto, additional documents regarding item 11 of the agenda of the Company’s Annual General Meeting convened for 28 June 2024.
The documents submitted for consideration to the Annual General Meeting have been supplemented with the Supervisory Board resolutions on providing an opinion regarding Management Board Members’ discharge from liability for their activities in 2023 and requesting the Company’s Annual General Meeting to make a decision on the matter, passed at the meeting held on 17–18 June 2024.
The Company will also post these documents in the General Meeting section of its corporate website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Reports No. 40/2024 and 41/2024 of 31 May 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”), in connection with the Annual General Meeting of the Company convened for 28 June 2024 (the “Annual General Meeting”) and to supplement the materials relating to item 6 of the Annual General Meeting’s agenda, publishes, attached hereto, the Supervisory Board Resolution of 10–11 June 2024, accompanied by the Supervisory Board’s report on the results of assessment of the financial statements of the Company, the consolidated financial statements of the Grupa Azoty Zakłady Azotowe Puławy Group, the Directors’ Report on the operations of Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group for the period 1 January–31 December 2023, and the Management Board’s proposal on the coverage of the Company’s net loss for the financial year 2023
The Company will also post these documents in the General Meeting section of its corporate website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: 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 10 June 2024 it received a notice from Mr Jacek Heliodor Lampart, a shareholder of the Company, proposing himself as a candidate to the Supervisory Board of the 11th term of office, with reference to item 14 of the agenda of the Annual General Meeting convened 28 June 2024.
A brief description of the educational background, qualifications, previously held positions and employment record submitted by the candidate to the Company’s Supervisory Board is provided below.
Jacek Heliodor Lampart, aged 63, has secondary education. He runs his own business. His experience includes serving as Chair of the Supervisory Board of the Pomeranian Regional Development Agency of Słupsk. As represented by Mr Lampart, he has been involved in the work of companies through active participation in the General Meetings for more than 30 years. He has been actively involved with Grupa Azoty as its shareholder for more than 10 years.
The Company’s Management Board 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 received by the Company includes a statement to the effect 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: Section 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
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 draft resolutions to be considered and voted on by the Annual General Meeting of the Company convened for 28 June 2024, as well as documents relevant for those resolutions that have not yet been published.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company to be held on 28 June 2024, at 11:00 am, at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Polan. For more details, see the Notice of the Annual General Meeting attached as an appendix hereto.
Legal basis: Section 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2024 of 2 February 2024, Current Report No. 12/2024 of 29 February 2024, Current Report No. 15/2024 of 27 March 2024 and Current Report No. 29/2024 of 26 April 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 29 May 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, on behalf of the Company and selected companies of the Grupa Azoty Group (the “Grupa Azoty Group”), as listed in the appendix to Current Report No. 5/2024, being parties to the relevant financing agreements (the “Financing Agreements”), executed an amending annex (the “Annex”), effective as of 28 May 2024, to the standstill agreement signed on 2 February 2024 (as subsequently amended) 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 30 July 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).
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 27 May 2024, the Supervisory Board of the Company, acting pursuant to Art. 30.1.1 in conjunction with Art. 22.2 and Art. 23.1 of the Company’s Articles of Association, resolved to appoint, with effect from 1 June 2024, the following persons to the Company’s Management Board for its current joint three-year term of office, which commenced on 26 May 2022:
The appointment resolutions became effective upon adoption.
The newly appointed Members of the Management Board of the Company have submitted representations to the effect that the activities they are engaged in outside the Company are not competing with the Company’s business and that they are not partners or shareholders in any competing partnership or company, nor are they members of the governing bodies of any other competing legal entities.
The representations received by the Company also include statements to the effect that none of the new Members of the Management Board is entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
For biographical sketches of the newly appointed Management Board Members, including their educational backgrounds, qualifications, previously held positions, and career highlights, see the attachments 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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 35/2024 of 20 May 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 27 May 2024 the Company’s Supervisory Board gave a positive assessment of the proposal of the Company’s Management Board to the Annual General Meeting on coverage net loss for the financial year to continue January 1st 2023–December 31st 2023, of PLN 602,715,247.63, from the Company's statutory reserve funds.
The final decision on the allocation of profit for 2023 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).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby publishes estimates of selected consolidated financial results of the Grupa Azoty Puławy Group for the first quarter of 2024.
Discussion of Q1 2024 estimated results
In the first quarter of 2024, the Group generated estimated consolidated revenue of PLN 902 million and EBITDA of PLN -79 million, with an EBITDA margin of -8.8%.
The first quarter of 2024 witnessed ongoing challenges due to adverse global macroeconomic conditions. Overall demand for the Group’s products remained insufficient for the Group to regain operating profitability, especially amid a further decline in product selling prices.
In the reporting quarter, the prices of all raw materials used in production also experienced significant year-on-year declines, which in the case of the key feedstock, natural gas, reached 50% (based on TTF prices). The unit costs of energy carriers such as electricity and coal also fell. However, these declines were not substantial enough to deliver a positive EBITDA margin.
Main factors with a bearing on the Group’s financial performance in the key segments in Q1 2024 compared with Q1 2023:
Agro
In the Agro Segment, key performance drivers in the three months ended 31 March 2024 included stabilised production and higher sales volumes, with a concurrent general decline in the prices for products, raw materials and agricultural produce compared to the same period last year.
Increased purchasing activity of customers translated into a corresponding year-on-year growth in sales, mainly of nitrogen fertilizers (up by 36%). The typical seasonal increase in customer activity was delayed this year and interest in the segment's products only began to pick up toward the quarter’s end. The fertilizer market faced challenges due to the prolonged downward trend in crop prices, spanning a number of months, as well as pressure from fertilizer imports from outside the EU, encompassing both pricing and supply aspects given increased product volumes available on the market.
In the Agro Segment, a significant year-on-year decline was observed in the price of the key feedstock for nitrogen fertilizers, that is natural gas, which partly offset the decline in product prices but was insufficient to allow the Segment to report a positive EBITDA margin.
The prices of most non-fertilizer products also fell year on year, with the largest decrease recorded for NOXy®, Pulnox®, and technical-grade urea.
In January 2024, the Company, considering the existing market conditions and costs, resumed melamine production from one unit.
The Agro Segment’s estimated EBITDA margin for the first quarter of 2024 stood at -8.9%.
Plastics
The European market experienced an economic downturn, with escalating geopolitical tensions adversely affecting consumer buying sentiment. Logistic constraints caused by the Red Sea attacks led to reduced and delayed imports of PA6 and its derivatives from Asia, thereby boosting demand for the European products. However, real demand from the primary product application sectors in Europe remained subdued, albeit stable.
Due to the continued demand-supply challenges in the first quarter of 2024, production of caprolactam at the Company was not resumed in the period.
EBITDA delivered by the Plastics Segment in the first quarter of 2024 was negative at PLN -17 million.
The amounts presented above are estimates and are subject to change. The final figures will be presented in the consolidated report for the first quarter of 2024, to be issued on 28 May 2024.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 20 May 2024, it passed a resolution on coverage that the Company’s net loss for the financial year 2023 (to continue January 1st 2023–December 31st 2023), in the amount of PLN 602,715,247.63, requesting that it be covered from the Company's statutory reserve funds.
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. The final decision on the coverage of the 2023 net loss will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 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).
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:
2. Half-year report:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: 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 8 May 2024, the Supervisory Board of the Company, acting pursuant to Art. 30.1.1 in conjunction with Art. 22.2 and Art. 23.1 of the Company’s Articles of Association, resolved to appoint, with effect from 1 May 2024, Wojciech Szmyła as Member of the Company’s Management Board for its current joint three-year term of office, which commenced on 26 May 2022, designating him as Vice President of the Management Board.
The appointment resolution became effective upon adoption.
The Company further announces that the new Member 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, nor is he a partner or shareholder in any competing partnership or company or a member of the governing bodies of any other competing legal entity.
The representation received by the Company also includes a statement to the effect that the new Member of the Management Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
For a biographical sketch of the newly appointed Management Board Member, including his educational background, qualifications, previously held positions, and career highlights, see the attachment 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).
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 7 May 2024 the Company was notified by Hubert Kamola of his resignation as Member of the Company’s Supervisory Board, effective as of the same date. Apart from serving as Member of the Supervisory Board, from 12 April 2024 Mr Kamola was temporarily delegated by the Supervisory Board to act as President of the Company’s Management Board.
The resignation notice does not state the reasons for Mr Kamola’s decision.
On the same day, the Supervisory Board, acting pursuant to Art. 30.1.1 in conjunction with Art. 22.2 and Art. 23.1 of the Company’s Articles of Association, resolved to appoint, with effect from 8 May 2024, Hubert Kamola as Member of the Management Board for its current joint three-year term of office, which commenced on 26 May 2022, designating him as President of the Management Board.
The Company further announces that the new Member 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, nor is he a partner or shareholder in any competing partnership or company or a member of the governing bodies of any other competing legal entity.
The representation received by the Company also includes a statement to the effect that the new Member of the Management Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
For a biographical sketch of the newly appointed Management Board Member, including his educational background, qualifications, previously held positions, and career highlights, see the attachment 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).
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).
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).
Legal basis: Article 17(1) of MAR – Inside information
In the fourth quarter of 2023, the Company’s Group posted consolidated revenue of PLN 996 million and EBITDA of PLN 142 million, with EBITDA margin at 14.3%.
Positive contributors to the Group’s financial performance in the fourth quarter of 2023 included a grant from the National Fund for Environmental Protection and Water Management totalling of PLN 93 million representing support funds for energy-intensive sectors, as announced by the Company in Current Report No. 49/2023 of 20 December 2023.
Key factors affecting the Group’s performance in the fourth quarter of 2023 relative to the same period of the previous year by key segments:
Agro
In the Agro Segment, the key performance driver in the fourth quarter of 2023 was a stabilisation of natural gas prices, alongside an increase in coal and electricity prices. Additionally, there was a continued downward trend in the prices of agricultural crops, and although demand for nitrogen fertilizers remained relatively stable year on year, there was a weakening observed in the successive months of the quarter.
During the period under review, natural gas prices exhibited a diminishing amplitude of change, trending towards relative stability. Spot prices for the TTF index fluctuated between EUR 28/MWh and EUR 55/MWh, with an average for the entire quarter at EUR 41/MWh, marking a 57% decrease compared to the fourth quarter of 2022.
European producers faced ongoing pressure from fertilizer imports originating outside the EU, which, combined with the lower gas prices, led to a year-on-year decline in the prices for Agro Segment products. The agricultural industry’s purchasing power was constrained by the low crop prices and anticipation of further reductions. Despite this, interest in purchasing nitrogen fertilizers grew compared with the same period the year before. The combined fertilizer and urea production volumes of the Company’s Group were 9% higher in the fourth quarter of 2023, with a 13% increase in sales volumes relative to the last quarter of 2022. Sales volumes also rose in the case of melamine and technical grade urea. A positive factor amidst low demand was the narrowing price gap between European and imported products, fostering greater interest in local goods. The average prices of all segment products sold by the Company’s Group declined compared to the same period of the year before. The most significant declines (over 60%) were recorded in the case of NOXy and melamine prices. In November 2023, the Company completely halted melamine production, which had already been downsized due to prevailing market conditions.
The EBITDA margin delivered by the Agro Segment in the fourth quarter of 2023 improved year on year, reaching 14.3%.
Plastics
In the Plastics Segment, the fourth quarter of 2023 saw a year-on-year decrease in both feedstock (benzene) and product prices. Key sectors consuming polyamide (manufactured using caprolactam) operated at significantly reduced rates, reflecting weak end-user demand and the unfavourable macroeconomic climate. There was a notable improvement in indicators within the automotive sector, although they still remained below pre-pandemic levels. Demand in other PA6 application industries, such as packaging, textiles and consumer goods, was perceived as stable but low.
Due to the challenging demand-supply situation, production of caprolactam at the Company was suspended in March 2023 and did not resume until the year’s end.
EBITDA delivered by the Plastics Segment in the fourth quarter of 2023 was negative at PLN -11 million.
Key factors affecting 2023 performance
In 2023, the Company’s Group posted consolidated revenue of PLN 4,400 million and EBITDA of PLN -338 million, with EBITDA margin at -7.7%.
Last year, the Company’s Group experienced an extremely challenging financial situation as a result of a combination of internal and external factors.
Its results in the reporting period were impacted by the Company’s failure to adequately adjust to increasingly demanding market conditions. Unfavourable market trends were already evident in 2022, and in June last year the Company’s parent Grupa Azoty S.A. sought waivers of selected covenants from its financing institutions. Despite significant deterioration of its financial performance, the Company failed to come up with a comprehensive recovery plan in the following quarters. As a consequence, this led to a strained relationship with the market and persistently high production costs due to excessive gas purchase costs relative to market prices.
During the reporting period, the prices of gas stabilised in relation to the dynamic fluctuations seen in 2022, forcing down the prices of the Group’s products. The Group’s financial performance was also affected by unfavourable macroeconomic conditions globally, with no signs of a significant recovery in many sectors of European and global economies, as well as inflation, soaring to record highs especially in early 2023. Demand in the key markets was insufficient to ensure profitable production levels, although it improved gradually over the course of 2023. At the same time, the Company’s Group failed to take effective measures to optimise production.
The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the fourth quarter and 12 months of 2023, to be issued on 29 April 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, L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 12 April 2024 the Supervisory Board, acting pursuant to Art. 30.1.1) of the Company’s Articles of Association, passed resolutions to remove the following Members of the Company’s Management Board from the Management Board and from their respective positions:
The resolutions became effective upon adoption.
The Supervisory Board further resolved to temporarily delegate its Member, Mr Hubert Kamola, to act as President of the Company’s Management Board until a new President is selected following the recruitment procedure, for a period not longer than three months.
The resolution to delegate the Member of the Supervisory Board to serve as acting President of the Management Board came into effect upon adoption.
A brief description of Mr Hubert Kamola’s educational background, qualifications, previously held positions and employment record has been attached by the Company to this Current Report.
The Company further announces that Mr Hubert Kamola 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 from Mr Hubert Kamola includes a statement to the effect that he is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 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.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 16/2024 of 28 March 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions voted on by the Company’s Extraordinary General Meetingreconvened on 11 April 2024 following an adjournment, together with the results of voting on the resolutions.
Documents pertaining to matters voted on at the Extraordinary General Meeting have been posted on the Company’s website https://pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and attached to Current Report No. 14/2024 of 20 March 2024, Current Report No. 21/2024 of 9 April 2024, and Current Report No. 22/2024 of 10 April 2024.
During the Extraordinary General Meeting, Grupa Azoty S.A. of Tarnów, a shareholder in the Company, submitted a draft resolution on the appointment of Chair of the Company’s Supervisory Board in reference to item 5 of the agenda – Voting on resolutions to change the composition of the Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A. The content of this draft resolution, which was passed by the Extraordinary General Meeting, has been attached to this Current Report.
The Management Board also publishes a draft resolution that was put to the vote but was not carried.
Legal basis: Par. 19.1.4, 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 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 11 April 2024 the Extraordinary General Meeting passed resolutions to remove the following persons from the Company’s Supervisory Board:
Krzysztof Majcher,
Marcin Szewczak.
The Extraordinary General Meeting also passed resolutions to appoint the following persons to the Supervisory Board:
Dariusz Bednorz,
Hubert Kamola,
Cezary Możeński.
At the same time, by resolution of the Extraordinary General Meeting, Mr Cezary Możeński was appointed Chair of the Supervisory Board.
The resolutions to remove and appoint Members of the Supervisory Board and to appoint Chair of the Supervisory Board take effect as of their date.
The Company further reports that the newly appointed Chair 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 governing bodies of any other competing legal persons.
The representations received by the Company include a statement to the effect that the newly appointed Members and Chair of the Supervisory Board are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational backgrounds, qualifications, previously held positions and employment records of the newly appointed Members of the Supervisory Board has been attached by the Company to this Current Report.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: 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).
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 10 April 2024, it received from Grupa Azoty S.A. of Tarnów, a shareholder in the Company, the nomination of Mr Dariusz Bednorz as a candidate for the position of Supervisory Board Member. The candidate was put forward as a result of the discussion held by the Extraordinary General Meeting, which, following its adjournment, is to be resumed on 11 April 2024, on item 5 of its agenda concerning changes in the composition of the Supervisory Board.
The candidate has received a positive opinion from the Council for State-Owned Companies and State Legal Persons, referred to in Art. 19.1 of the Act on State Property Management of 16 December 2016, and meets the requirements set out in the laws of general application.
A brief description of the educational background, qualifications, previously held positions and employment record of the candidate to the Supervisory Board has been attached by the Company to this Current Report.
The Management Board further announces that the candidate to 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 from the candidate to the Supervisory Board also includes a statement to the effect that he 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 March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that, on 9 April 2024, it received from Grupa Azoty S.A. of Tarnów, a shareholder in the Company, the nominations of Mr Cezary Możeński and Mr Hubert Kamola 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 11 April 2024, on item 5 of its agenda concerning changes in the composition of the Supervisory Board.
The candidates have received positive opinions from the Council for State-Owned Companies and State Legal Persons, referred to in Art. 19.1 of the Act on State Property Management of 16 December 2016, and meet the requirements set out in the laws of general application.
A brief description of the educational background, qualifications, previously held positions and employment record of each of the above candidates to the Supervisory Board has been attached by the Company to this Current Report.
The Management Board further announces that both of the above candidates to the Supervisory Board have made a representation to the effect that they are not engaged in any activities competing with the Company’s business, nor are they partners in any competing partnership under civil law or any other type of partnership, shareholders in any competing incorporated company or members of governing bodies of any other competing legal entities.
The representations received by the Company include a statement to the effect that the candidates to the Supervisory Board are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 5 April 2024 it received a statement dated 5 April 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, on the appointment of Ms Agnieszka Beata Kania to the Company’s Supervisory Board.
A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Member of the Supervisory Board has been attached by the Company to this Current Report.
The Company further reports that Ms Agnieszka Kania 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 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 that the newly appointed Member of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation 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).
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:
2. Half-year report:
3. Full-year reports:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it has received a resignation of Mr Piotr Regulski from his position of Chair and Member of the Company's Supervisory Board. The resignation is dated 29 March 2024.
In the accompanying statement, Piotr Regulski cites further career plans outside the Grupa Azoty Group and personal circumstances as 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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
2. Half-year interim results:
3. Full-year results:
Furthermore, the Company announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate quarterly condensed consolidated financial statements and quarterly financial information.
Also, the Company will not publish a separate (non-consolidated) half-year report, as permitted under Par. 62.3 of the Regulation.
Further, the Company will not publish separate or consolidated quarterly results for Q4 2023 and Q2 2024, as permitted under Par. 79.2 of the Regulation.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: 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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
2. Half-year interim reports:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 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).
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).
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).
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).
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.
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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.
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).
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).
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).
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).
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).
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).
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:
2. Half-year interim reports:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: 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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
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:
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:
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:
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).
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).
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).
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).
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).
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).
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).
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:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 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).
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).
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).
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).
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).
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.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2021, item 1983, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty 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).
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.
Legal basis: Par. 19.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: 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).
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.
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).
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:
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:
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).
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:
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).
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:
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).
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).
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).
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).
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).
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).
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:
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).
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).
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).
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:
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).
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:
2. Half-year interim results:
3. Full-year results:
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).
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).
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:
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).
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).
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).
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.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty 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).
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).
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).
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).
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
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).
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).
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.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty 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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
2. Half year interim results:
3. Full year results:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
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).
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).
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).
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:
2. Half-year interim results:
3. Full-year results:
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).
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).
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).
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).
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).
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).
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).
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.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
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).
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).
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).
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).
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).
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).
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).
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).
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).
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
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:
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).
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).
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).
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).
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).
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:
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).
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:
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).
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.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty 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).
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).
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).
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).
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).
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:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
In line with the recommendations 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:
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).
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:
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).
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.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty 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).
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).
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).
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).
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).
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).
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).
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:
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).
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
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:
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:
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).
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).
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).
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).
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).
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).
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).
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).
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.
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.
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).
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).
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
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).
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).