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

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

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

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

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

The Management Board of the Company further announces that the new Member of the Supervisory Board has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.

The representation received by the Company includes a statement to the effect that the new Member of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

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

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).

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

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

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

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

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

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

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

Further to Current Report No. 18/2016 of April 13th 2016 on the execution of an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”), No. 28/2017 of June 21st 2017 on the execution of Individual Contracts with PGNiG, and No. 12/2019 of May 23rd 2019 on their extension, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on July 7th 2022 the Company and its parent: Grupa Azoty S.A. and other companies from Grupa Azoty: Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (jointly referred to as the “Customers” and each of them separately as the “Customer”) executed an annex to the framework gas supply agreement of April 13th 2016 and annexes to the Individual Contracts.

As a result of the execution of the annexes to the Individual Contracts, PGNiG will remain the strategic supplier of gas fuel for the Company and Azoty Group Customers until September 30th 2023.

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

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

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

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (the “AGM”) held on June 23rd 2022, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

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

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

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

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

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

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

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

Legal basis: Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

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

Legal basis: Par. 19.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

Further to Current Report No. 9/2021 of April 29th 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 3rd 2022, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed with ING Commercial Finance Polska S.A. (the “Factor”) an Annex to the Reverse Factoring Agreement of April 29th 2021 (the “Annex to the Reverse Factoring Agreement”, and the “Reverse Factoring Agreement”).

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

The Factor’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Company, for up to 120% of the Reverse Factoring Agreement amount as increased by the Annex to the Reverse Factoring Agreement.

Other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 9/2021 of April 29th 2021.

The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.

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

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

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

Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under.

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

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

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

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

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

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

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

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

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

The persons appointed to the Management Board are not engaged in any activities conducted outside the Company which would be in competition with the Company’s business, nor are they partners in any partnerships under civil law or partnerships of any other type or shareholders in any company, nor members of governing bodies of any legal person competing with the Company’s business.

The appointed persons are not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act. Brief descriptions of the newly appointed members’ educational background, qualifications, previously held positions and employment record are attached to this Current Report.

Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).

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

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

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

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

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

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

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

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

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

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

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

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

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

Comments on the results for the first quarter of 2022

In the first quarter of 2022, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 2,692m, EBITDA of PLN 622m and EBITDA margin of 23.1%.

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

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

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

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

The first quarter of 2022 was another period marked by continued imbalance between supply and demand in the markets caused by the post-pandemic economic recovery, additionally exacerbated by Russia’s war on Ukraine.

Main performance drivers in the key segments:

Agro

The Agro Segment recorded higher prices of all raw materials and feedstocks used in production (including a nearly five-fold increase in the price of natural gas), leading to a further increase in prices of fertilizer products. The prices of both raw materials and products were affected by the economic situation in Europe in the wake of Russia’s invasion of Ukraine, which had an adverse effect on the balance of supply and demand, especially as regards raw materials, materially reducing the availability of products in the market in the peak of the fertilizer application season.

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

The Agro Segment’s significant share in the Group’s consolidated results is attributable to the seasonality of mineral fertilizers’ application and growing demand for fertilizers applied in spring, observed in the first quarter of each year.

The Agro Segment’s results were also affected by restrictions on imports of fertilizers manufactured in Russia, as a result of the sanctions introduced following the launch of Russia’s assault on Ukraine, as well as by lower fertilizer output from the Group’s European competitors, caused by, among other factors, an undersupply of ammonia manufactured by producers in Eastern Europe.

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

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

Plastics

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

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

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

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

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

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

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

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

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

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

Legal basis: Par. 15.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).

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

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

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

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

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

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

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

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

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

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

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

Major performance drivers in key business segments:

Agro

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

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

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

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

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

Plastics

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

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

Key 2021 performance drivers

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security for the Factor’s receivables required under the Reverse Factoring Agreement is the Factoring Agent’s notarised declaration of submission to enforcement for up to 120% of the Reverse Factoring Agreement amount increased by the Annex to the Reverse Factoring Agreement.

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

The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.

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

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

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

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

The Bank’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the Reverse Factoring Agreement amount increased by the Annex to the Reverse Factoring Agreement.

The other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 10/2021 of April 29th 2021. The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.

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

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

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

  1. Potential risk of disruption in natural gas supply to Grupa Azoty Puławy Group companies. Natural gas is supplied to the Group under an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. and, for the time being, the supply is continuing without any disruption. The Grupa Azoty Puławy Group keeps monitoring the gas supply situation and preparing contingency plans in case it has to reduce production in response to any supply constraints. The situation may change depending on decisions taken by the fuel supplier and the operator of the Polish gas transmission network.
  2. In Grupa Azoty Puławy Group subsidiaries risk associated with the prices and availability raw materials supplied from the territory of Ukraine, as well as from the countries on which the sanction regime has been imposed – Russia and Belarus. This risk, concerning the supplies of potassium carbonate and potassium salt, may materialise as a result of reduced availability, price rises or logistical issues.
  3. Potential risk to timely implementation of projects carried out at the Grupa Azoty Puławy Group due to possible issues related to unavailability or constrained availability of contractor staff following the general mobilisation order in Ukraine.
  4. Increased risk of interest rate rises and depreciation of the Polish currency against the euro and US dollar sparked by the current economic turbulence.

In 2021 sales to Ukraine accounted for 2.6% of the Grupa Azoty Puławy Group’s consolidated revenue and were mainly sales of mineral fertilizers. Sales to the Russian and Belarusian markets did not exceed 1% of the Group’s consolidated revenue. Grupa Azoty Puławy Group is not currently selling any products to Russia or Belarus. As for supplies to the Ukrainian market, they have been significantly curtailed since the martial law was declared in Ukraine. The Company’s Management Board is monitoring the political and economic situation in the wake of the Russian invasion of Ukraine, analysing its impact on the business of the Company and the Group. If any new developments with a potentially significant impact on the Grupa Azoty Puławy Group’s financial performance and economic standing are identified, they will be promptly disclosed to the public.

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

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

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

1. First and third quarter interim results:

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

2. Half-year interim results:

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

3. Full-year results:

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

Furthermore, the Company's Management Board announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (nonconsolidated) quarterly condensed consolidated financial statements and quarterly financial information.

Further, the Company will not publish separate or consolidated quarterly results for Q4 2021 and Q2 2022, as permitted under Par. 79.2 of the Regulation. Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 62.3 of the Regulation.

Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

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

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

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

Under the Annex:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1. In the Agro segment:

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

2. In the Plastics segment:

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

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

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

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

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

Shareholder: Grupa Azoty S.A.

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

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080, as amended).

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

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

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

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

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

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

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

The representations also include statements to the effect that the Members of the Supervisory Board of the 10th term are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

A brief description of the educational background, qualifications, previously held positions and employment record of the appointed Members of the Company’s Supervisory Board of the 10th term is attached to this current report.

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Resumes of the candidates are attached as appendices hereto.

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

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

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

Neither of these persons provided reasons for their resignation.

Legal basis: Par. 5.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Legal basis: Par. 19.1.4 and Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Legal basis: Par. 19.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Mr Jacek Nieścior did not specify the reasons for his resignation.

Legal basis: Par. 5.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

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

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

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

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

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

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

Q2 2021:

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

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

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

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

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

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

H1 2021:

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

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

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

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

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


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

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

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

1. In the Agro segment:

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

2. In the Plastics segment:

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

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

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

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

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (the “AGM”) held on June 22nd 2021, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

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

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080, as amended).

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

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

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

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

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

The Management Board further announces that the newly appointed Vice President of the Management Board, Adam Lesiński, has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.

The representation received by the Company also contains a statement that the newly appointed Vice President of the Management Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register. A brief description of the newly appointed Vice President’s educational background, qualifications, previously held positions and employment record are attached to this current
report.

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 31st 2021 the Company, its parent Grupa Azoty S.A. (the "Parent”, the “Factoring Agent”), and Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”; jointly with the Company and the Parent – the “Factorees”) and BNP Paribas Faktoring Sp. z o.o. (the “Factor”) signed a PLN 500m (or EUR or USD equivalent) master factoring agreement (the “Factoring Agreement”) for indefinite term.

The facility under the Factoring Agreement was made available for the period of 12 months. The facility will be automatically extended for another period of 12 months based on the Factor’s decision communicated to the Factoring Agent no later than 180 days prior to the expiry of the current
availability period.

The Factoring Agreement provides for the financing of amounts due to the Parent and the Group Companies from their trading partners.
Under the Factoring Agreement, the Factor’s claims are to be secured with:

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

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

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

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

The Parent is liable for repayment of all amounts due under the Factoring Agreement, while the Group Companies are liable for repayment of their respective liabilities under the Agreement. The per annum interest rate under the Agreement is equal to the following reference rates: 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate).

The Factoring Agreement also imposes certain restrictions on the Parent and the Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if a certain level of consolidated net debt to EBITDA is exceeded, which have been made consistent with the revolving credit facility agreement of April 23rd 2015, as amended by the amendment of June 29th 2018, referred to in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.

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

The purpose of the Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Group’s financial security through the umbrella nature of facility allocation and authorisation of the Parent, as the Factoring Agent, to redistribute the facility, as well as to include new factorees which are the Parent’s subsidiaries in the Factoring Agreement.

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

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

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 31st 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”; jointly with the Company and the Parent: the “Factorees”), and Pekao Faktoring Sp. z o.o. (the “Factor”) signed a PLN 250m (or EUR or USD equivalent) factoring agreement (the “Factoring Agreement”), as well as a PLN 250m (or EUR or USD equivalent) agreement for the financing of deliveries (the “Reverse Factoring Agreement”).

The Factoring Agreement and the Reverse Factoring Agreement were concluded for indefinite term. The facilities under those two Agreements will be available for a period of 12 months and will be automatically extended for another 12 months unless, prior to the facility expiry date, the Factor
gives notice of intention not to extend them, whereby the Factoring Agreement or the Reverse Factoring Agreement will be terminated on 120 days’ notice with the facilities remaining available to the Factorees during the notice period.

The Factoring Agreement provides for the financing of amounts due to the Parent and the Group Companies from trading partners, while the Reverse Factoring Agreement provides for the financing of amounts due to suppliers and service providers from the Parent and the Group Companies.

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

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

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

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

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

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

Security for the Factor’s receivables required under the Reverse Factoring Agreement is the Parent’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Reverse Factoring Agreement.

In accordance with the Factoring Agreement and the Reverse Factoring Agreement, the Parent is liable for repayment of all amounts due under each of the Agreements, while the Group Companies are liable for repayment their respective liabilities under the Agreements. The per annum interest rate under each of the Agreements is equal to the following reference rates: 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference
rate is below 0, the Factor’s margin is the minimum rate).

The Agreements also impose certain restrictions on the Parent and Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if a certain level of consolidated net debt to EBITDA is exceeded, which have been made consistent with the revolving credit facility agreement of April 23rd 2015, as amended by the amendment of June 29th 2018, referred to in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.

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

The purpose of the Factoring Agreement and the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Grupa Azoty Group’s financial security through the umbrella nature of facility allocation and authorisation of the Parent, as the Factoring Agent, to redistribute the facilities, as well as to include new factorees which are the Parent’s subsidiaries in both the Factoring Agreement and the Reverse Factoring Agreement.

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

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

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Annual General Meeting convened for June 22nd 2021.

Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under

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

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

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

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

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

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

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

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

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

Shareholder: Grupa Azoty S.A.

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

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080, as amended).

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

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

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

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

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

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

The Management Board further announces that the new Member of the Supervisory Board has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.

The representation received by the Company includes a statement to the effect that the Member of the Supervisory Board of the tenth term is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

A brief description of the educational background, qualifications, previously held positions and employment record of the new Member of the Supervisory Board of the tenth term is attached to this current report.

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Revenue: PLN 1,011.8m

EBITDA: PLN 107.7m

Net profit/(loss): PLN 33.4m

Results by segment (excluding intersegment sales)

Revenue of the Agro segment: PLN 861.8m

EBITDA: PLN 137.9m

Revenue of the Plastics segment: PLN 98.9m

EBITDA: PLN (-)10.1m

Revenue of the Energy segment: PLN 29.1m

EBITDA: PLN 10.9m

Revenue of the Other Activities segment: PLN 22.1m

EBITDA: PLN 4.8m

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

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

The Company’s Management Board considers the information on the estimated results for Q1 2021 to be material given that these estimates differ both from market expectations and from the average results reported in previous years, i.e. for Q1 2018−2020. The amounts presented above are estimates and may be subject to change. The consolidated report for Q1 2021 will be issued on May 13th 2021.

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

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

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

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

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

10/2021
29.04.2021 17:16
Current Report No. 10/2021
Execution of reverse factoring agreement with CaixaBank S.A. Polish Branch.
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 29th 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and its associates Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”) signed a PLN 500m (or EUR or USD equivalent) payment services and financing agreement (the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”) for an indefinite term.

The facility under the Reverse Factoring Agreement is available for a period of 12 months and is automatically extended for another 12 months unless the Bank or the Factoring Agent gives notice of intention not to extend it no later than 120 days before expiry of the current availability period. The Reverse Factoring Agreement provides for the financing of the Parent’s, the Company’s and the other Group Companies’ liabilities towards their suppliers and service providers. The Bank’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the value of the Reverse Factoring Agreement. The Parent is liable for all payments due under the Reverse Factoring Agreement, while the Company is liable exclusively for payments due from it thereunder. The per annum interest rate is equal to the reference rates of 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Bank’s margin (if the reference rate is below 0, the Bank’s margin is the minimum rate). The terms of the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type. The Reverse Factoring Agreement also imposes certain restrictions on the Parent, Company and other Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities above the consolidated net debt to EBITDA ratio, which have been made consistent with the credit facility agreement of April 23rd 2015 amended by the Amending Agreement of June 29th 2018, as announced in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018. The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.

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

9/2021
29.04.2021 17:16
Current Report No. 9/2021
Execution of reverse factoring agreement with ING Commercial Finance Polska S.A.
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 29th 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and its associates Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”) signed a PLN 500m (or EUR or USD equivalent) reverse factoring agreement (the “Reverse Factoring Agreement”) with ING Commercial Finance Polska S.A. (the “Factor”) for an indefinite term.

The facility under the Reverse Factoring Agreement is available for a period of 12 months and is automatically extended for another 12 months unless the Factor or the Factoring Agent gives notice of intention not to extend it no later than 120 days before expiry of the current availability period.

The Reverse Factoring Agreement provides for the financing of the Parent’s, the Company’s and the other Group Companies’ liabilities towards their suppliers and service providers.

The Factor’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the value of the Reverse Factoring Agreement. The Parent is liable for all payments due under the Reverse Factoring Agreement, while the Company is liable exclusively for payments due from it thereunder. The per annum interest rate is equal to the reference rates of 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate). The terms of the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type. The Reverse Factoring Agreement also imposes certain restrictions on the Parent, Company and other Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities above the consolidated net debt to EBITDA ratio, which have been made consistent with the credit facility agreement of April 23rd 2015 amended by the Amending Agreement of June 29th 2018, as announced in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018. The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.

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

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

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company") publishes relevant to the draft resolutions to be voted to be considered by the Extraordinary General Meeting convened for May 14th 2021.

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

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

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

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

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

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

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

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).

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

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

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

1. First and third quarter interim results:

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

2. Half year interim results:

  • H1 2021 extended consolidated report – September 9th 2021

3. Full year results:

  • 2020 separate full year report – April 15th 2021
  • 2020 consolidated full year report – April 15th 2021

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

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

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

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

and the estimated selected consolidated results for 2020:

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

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

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

The results of the Grupa Azoty Puławy Group are currently being audited by a qualified auditor in accordance with applicable laws. The amounts presented above are estimates and may be subject to change The final financial results for 2020 will be released on March 31st 2021.

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

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

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

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

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

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

Legal basis: Par. 5.4 and Par. 9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ) will announce its 2020 full year results and 2021 interim results as per the following schedule:

1. First and third quarter interim results:

  • Q1 2021 complete consolidated report – May 13rd 2021;
  • Q3 2021 complete consolidated report – November 9th 2021.

2. Half-year interim results:

  • H1 2021 complete consolidated report – September 9th 2021.

3. Full-year results:

  • 2020 separate full year report – March 31st 2021;
  • 2020 consolidated full year report – March 31st 2021.

Furthermore, the Company's Management Board announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (nonconsolidated) quarterly condensed consolidated financial statements and quarterly financial information.

Further, the Company will not publish separate or consolidated quarterly results for Q4 2020 and Q2 2021, as permitted under Par. 79.2 of the Regulation.
Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 62.3 of the Regulation.

Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Shareholder: Grupa Azoty S.A.

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

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080).

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

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

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

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

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

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

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

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

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

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

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

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

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

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

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

Under the Annex:

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

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

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

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

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

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

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

Before the correction:

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

After the correction:

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

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

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

Legal basis: Par. 15.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Shareholder: Grupa Azoty S.A.

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

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).

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

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

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

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

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

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

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

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

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

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

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

The Management Board of the Company also publishes:

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

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

The Company’s Management Board further announces that the changes affect the data and information contained in the Q1 2020 report issued on May 21st 2020. Adjusted data and information from the Q1 2020 report will be released to the public in the interim report for H1 2020, to be issued on September 10th 2020.

As the Company’s financial statements are still being reviewed by the auditor, the above amounts are not final and may be subject to change.

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

29/2020
31.07.2020 17:31
Current Report No. 29/2020
Receipt of compensation under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") announces that on July 31st 2020 it received a decision of the President of the Energy Regulatory Office to grant PLN 46.6m in compensation for 2019 to the Company under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors. The actual amount of the compensation does not differ materially from that estimated by the Company (i.e. PLN 44.6m) and included in the estimated results as published in Current Report No. 28/2020 of July 31st 2020. 

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

28/2020
31.07.2020 12:59
Current Report No. 28/2020
Effect of COVID-19 pandemic on Grupy Azoty Zakłady Azotowe Puławy S.A.’s operations and estimates of Q2 2020 financial results
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Further to the information provided to date on the effects of COVID-19 on the Grupa Azoty Zakłady Azotowe Puławy S.A.’s and the Grupa Azoty Zakłady Azotowe Puławy Group’s operations (the “Company” and “Group”, respectively) (see Current Report No. 7/2020 of March 26th 2020 and the information contained in the periodic reports for 2019 and for Q1 2020), the Management Board of the Company, having regard to the coronavirus impact mitigation steps taken to date, has assessed the effects of the COVID-19 pandemic on the Company’s and the Group’s operations in Q2 2020. The estimates below also reflect the general impact of other factors on the Company’s and the Group’s operations.

Plastics
Operations in the Plastics segment are directly related to the electrical engineering and automotive industries, where the effects of the pandemic have been the strongest. Administrative restrictions introduced at the end of March 2020 to limit the spread of COVID-19 affected demand and caused a drop in caprolactam prices, both on the European and Asian markets. Before the demand caprolactam declined, in March 2020 production activities were discontinued by certain manufacturers in all segments of the plastics value chain.In Q2 2020, the Plastics segment reported a 55% year-on-year decline in revenue, attributable to the COVID-19 pandemic and disruption to the demand and supply balance on the market.

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

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

The crisis related to the spread of the COVID-19 pandemic also affected the RedNOx® product market. Lower fuel consumption supressed sales of NOXy® products (the main product in this business area). In other industries, such as power plants or glass, paper and cement manufacturers, where the segment’s products are also used, revenue was also lower.

In the case of RedNOx® products, in Q2 2020 revenue was down 26% year on year.

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

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

The Company and its subsidiaries are taking steps to minimise the impact of the COVID-19 pandemic on the Group’s operations, for instance by using solutions available on the market to support working capital management and adjust the production volumes to sales opportunities. In view of the declines in revenue, the Company and some of its subsidiaries will take steps to use the funding mechanisms under the Act on Special Arrangements to Prevent, Counteract and Combat COVID-19, Other Infectious Diseases and Crisis Situations Caused by Them of March 2nd 2020, version 4.0. The amount of support for the Group is estimated at approximately PLN 30m, including approximately PLN 26m for Grupa Azoty Zakłady Azotowe Puławy S.A.

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

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

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

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

The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are initial estimates, subject to revision. The final financial results will be released on September 10th 2020.

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

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

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

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

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

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

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

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

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

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

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

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

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

Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).

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

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

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

The representation also includes a statement to the effect that the newly appointed Member of the Supervisory Board of the 10th term of office is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Member of the Company’s Supervisory Board of the 10th term of office is attached to this Current Report.

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting (the “AGM”) held on June 23rd 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

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

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

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

- Percentage share in total voting rights: 95.98%

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623).  

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

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

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

During the Annual General Meeting, none of the shareholders raised any objections to be recorded in the minutes.

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

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

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

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

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

The representations also include statements to the effect that the new President and Members of the Supervisory Board of the 10th term are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Members of the Company’s Supervisory Board of the 10th term is attached to this current report.

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

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

2. Dividend per share is PLN 5.45.

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

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

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

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

Legal basis: Par. 19.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

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

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

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

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

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

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

Legal basis: Par. 5.10 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Shareholder: Grupa Azoty S.A.

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

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).

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

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

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

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

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

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

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

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

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

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

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

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

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

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

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

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

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).

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

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

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

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

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

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

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

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

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

These risks include:

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

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

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

Chemicals segment:

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

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

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

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

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

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

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

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

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

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

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

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

A brief description of Anna Zarzycka-Rzepecka’s educational background, qualifications, previously held positions and employment record is attached to this current report. The Supervisory Board’s resolutions concerning changes in the composition of the Company’s Management Board became effective as of their dates.

Legal basis: Par. 5.4 and Par. 5.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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

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

Shareholder: Grupa Azoty S.A.

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

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).

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

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

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

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

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

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

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

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

2/2019
31.01.2020
Current Report No. 2/2020
Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February 17th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
 

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General
Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on February 17th 2020, in accordance with the notice attached as an appendix to this Current Report.
 

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

1/2020
31.01.2020
Current Report No. 1/2020
Notice of full year and interim results in financial year 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act − Current and periodic information
 

The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ) will announce its 2019 full year results and 2020 interim results as per the following schedule:
 

1. First and third quarter interim results:
- Q1 2020 complete consolidated report – May 21st 2020
- Q3 2020 complete consolidated report – November 19th 2020
 

2. Half-year interim results:
- H1 2020 complete consolidated report – September 10th 2020
 

3. Full-year results:
- 2019 separate full year report – April 1st 2020
- 2019 consolidated full year report – April 1st 2020
 

Furthermore, the Company's Management Board announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (non-consolidated)
quarterly condensed consolidated financial statements and quarterly financial information.
 

Further, the Company will not publish separate or consolidated quarterly results for Q4 2019 and Q2 2020, as permitted under Par. 79.2 of the Regulation. Also, the Company will not publish a separate (non-consolidated) half year report, as permitted
under Par. 62.3 of the Regulation.
 

Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent
of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

36/2019
20.12.2019
Current Report No. 36/2019
Registration of amendments and adoption of consolidated text of Articles of Association by Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) announces that on December 17th 2019 it was notified that on December 16th 2019 the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, 6th Commercial Division of the National Court Register, registered the amendments to the Company’s Articles of Association approved by Resolution No. 4 of the Extraordinary General Meeting of November 29th 2019.

The Company’s Management Board also announces that on December 9th 2019 the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association, reflecting the amendments approved by Resolution No. 4 of the Extraordinary General Meeting of November 29th 2019.

The detailed amendments to the Articles of Association and the consolidated text of the Articles of Association are attached to this report.

Legal basis: Par. 5.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

35/2019
16.12.2019
Current Report No. 35/2019
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for November 29th 2019
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
 

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at
the Extraordinary General Meeting (the “EGM”) held on November 29th 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
 

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

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).

34/2019
16.12.2019
Current Report No. 34/2019
Resolutions adopted during the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on November 29th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information 

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on November 29th 2019, together with the results of voting on the resolutions. 

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

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

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

33/2019
27.11.2019
Current Report No. 33/2019
Continuation of cooperation with Lubelski Węgiel Bogdanka S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(the “Company”) announces that on November 20th 2019 an annex (the “Annex”) was signed to the Long-Term Agreement for Sale of Thermal Coal executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”). 

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

  • price of deliveries in 2020 was agreed,
  • the term of the Agreement was extended until December 31st 2025 (previously: December31st 2023),

Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2025 is estimated at PLN 1,855m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 20.92% more than disclosed in Current Report No. 37/2018 of November 19th 2018). Of that amount, approximately PLN 844m (VAT exclusive) is attributable to 2020−2025. The other terms of the Agreement do not differ from standard terms used in agreements of such type. 

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

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

32/2019
08.11.2019
Current Report No. 32/2019
Draft resolutions for Extraordinary General Meeting of Grupa Azoty Zaklady Azoty Pulawy convened for November 29TH 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) publishes, attached hereto, draft resolutions to be discussed and voted on at the
Extraordinary General Meeting of the Company convened for November 29th 2019. 

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

31/2019
08.11.2019
Current Report No. 31/2019
Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna convened for November 29th 2019.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Pursuant to Art. 399.1, Art. 400.1, Art. 402[1] and Art. 402[2] of the CommercialCompanies Code, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) hereby convenes an Extraordinary General Meeting of the Company (the“General Meeting”) to be held at the Company's registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on November 29th 2019, in accordance with the notice attached as an appendix to this Current Report.
 

The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at October 31st 2019, the number of votes attached to these shares is 19,115,000.
 

The General Meeting is convened at the request of a shareholder representing at least onetwentieth of the Company's share capital, that is Grupa Azoty S.A. of Tarnów, dated October 30th 2019 (submitted under Art. 400.1 of the Commercial Companies Code), who also requested that the following items be placed on the agenda of the General Meeting:
 

  1. Resolution to amend the Company’s Articles of Association and authorise the Supervisory Board to draft consolidated text of the Articles of Association.
  2. Resolution to amend Resolution No. 5 of the Company’s Extraordinary General Meeting on the rules for determining remuneration of members of the Grupa Azoty Zakłady Azotowe Puławy Supervisory Board of February 10th 2017.
  3. Resolution to change the rules for disposal of non-current assets. Information on personal data protection in connection with the convening of the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A.

Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the “GDPR”), Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in connection with the convening of the General Meeting the Company will process personal data of the Company's shareholders, proxies entitled to vote, and other persons entitled to exercise voting rights at the General Meeting (jointly referred to as the “Shareholders” or “You”). In connection with the foregoing, the Company represents that:
 

  1. the data controller of the collected data is Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy; You can communicate with the Company by email at ##qxjgd#at#ejapln.rdb##, or by post at: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;
  2. in the case of any matters related to personal data protection at the Company, You can communicate with the Company’s Data Protection Officer at email address: ##xds.ejapln#at#vgjeppodin.rdb##, or postal address: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;
  3. the data will be processed to enable the Company to comply with the requirements of the Commercial Companies Code applicable to it as a public company in connection with the convening of a General Meeting, to enable the Shareholders to exercise their rights with respect to the Company, and establish relevant facts for the purpose of enforcement of the Company's claims, if any, or defence against claims;
  4. the Company will process (i) personal data identifying the Shareholders, such as first name, surname, address of residence or address for notices, and personal identification number (PESEL), (ii) data contained in powers of attorney, (iii) information on shares and rights attached to shares, such as the number, type and serial numbers of shares held, and (iv) wherea Shareholder communicates with the Company by electronic mail – email address;
  5. Shareholders' personal data may be collected by the Company from entities operating the depository for securities, as well as from other Shareholders (data included in powers of proxy);
  6. the legal basis for the processing of Your personal data by the Company is:
    • Article 6.1 (c) of the GDRP – the requirement, provided for in the Commercial Companies Code, to prepare and keep shareholder lists and lists of attendance at General Meetings, to enable Shareholders to vote by proxy and exercise their rights with respect to the Company (e.g. right to propose matters to be included in the agenda);
    • Article 6.1 (f) of the GDRP – justified interests of the Company such as (i) enabling the Company to communicate with Shareholders and verify their identity, and (ii) enabling the Company to enforce claims, if any, or defend itself against claims;
  7. grecipients of the collected personal data are the entities that host the IT tools used to communicate with the Shareholders, and entities providing document archiving services, as well as other Shareholders (with respect to providing the list of shareholders in accordance with Art. 407 of the Commercial Companies Code);
  8. personal data included in the lists of shareholders, lists of attendance and powers of proxy is stored for the duration of the Company, and afterwards may be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email communication is stored for a period allowing the Company to demonstrate its compliance with the applicable requirements under the Commercial Companies Code and until any potential claims of or against the Company become time barred;
  9. where data is provided directly to the Company, the provision of such data is required under the Polish Commercial Companies Code and to enable the verification of a Shareholder's identity, and failure to provide such data results in non-admission to the General Meeting; provision of an email address is voluntary but necessary to enable electronic communication between the Company and the Shareholder, and failure to provide such address will make it impossible to use this form of communication;
  10. You have the right to request access to your personal data, the right to request its rectification, transfer, removal or restriction of its processing, and the right to object to its processing; please note that these rights are not absolute in nature, and the regulations provide for exceptions from their application;
  11.  You may file a complaint with the President of the Personal Data Protection Office in the case of any irregularities in the processing of Your personal data. Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
30/2019
07.11.2019
Current Report No. 30/2019
Selected estimated consolidated financial results of Grupa Azoty Zakłady Azoty Zakłady Azotowe “Puławy” S.A. for Q3 2019
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Legal basis: Article 17(1) of MAR – Inside information 

The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) publishes the estimates of key consolidated financial results of the Company for Q3 2019 and cumulatively for three quarters 2019. 

Selected estimated consolidated financial results for Q3 2019:
Revenue: PLN 776,9m
EBITDA: PLN 107,1m
Net profit: PLN 36,8m 

Selected estimated consolidated financial results cumulatively for three quarters 2019:
Revenue: PLN 2 727,1m
EBITDA: PLN 537,9m
Net profit: PLN 284,7m 

The Company’s Management Board resolved to publish the estimated consolidated results following publication of selected estimated consolidated financial results for the third quarter
of 2019 and cumulatively for three quarters 2019 by parent company in the Azoty Group - Grupa Azoty S.A.

The amounts presented above are estimates and may be subject to change. The consolidated report for the third quarter of 2019 will be published on November 13th 2019, about which the Company announced in current report No. 2/2019 of 16 January 2019.

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

29/2019
30.09.2019
Current Report No. 29/2019 Execution of turnkey contract to construct coal-fired power generation unit
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Legal basis: Article 17(1) of MAR – Inside information

  Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on September 25th 2019 the Company and the consortium comprising Polimex-Mostostal S.A. of Warsaw, Polimex Energetyka Sp. z o.o. of Warsaw and SBB ENERGY S.A. of Opole (the “Consortium” or the “Contractor”) signed a contract (the “Contract”) for turnkey construction of a coal-fired power generation unit(the “Project”). The Company announced the final selection (in a tender procedure) of the Consortium as the general contractor for the Project in Current Report No. 25/2019 of July 23rd 2019.

The Contract provides for turnkey construction in Puławy of a new coal-fired power generation unit with a gross generation capacity of 90–100 MWe (the “Power Generation Unit”).The Power Generation Unit will be a pass-out and condensing unit with a pulverized coal-fired boiler.

The Contractor will construct a complete coal-fired generation unit, comprising all the plant and equipment necessary for combined heat and power generation.

A lump-sum remuneration of PLN 1,159,900,000 (VAT exclusive) (the “Remuneration”) is due to the Consortium under the Contract. The budget of the Project totals PLN 1,200,000,000 (VAT exclusive). The other costs of the Project covered by its budget (i.e. in addition to the Remuneration) include integration of the Power Generation Unit with the existing plant, as well as the costs of the Contract Engineer.

As the Project is to be executed on a turnkey basis, the Contract covers all types of work, including construction works, procurement and services necessary for the Power Generation Unit to achieve the required running characteristics, guaranteed technical parameters, operating capability and safety.

The basic period of the Contractor’s warranty is 24 months from the date of execution by the Company of a commissioning report for the Power Generation Unit.

An extended warranty period for facilities/construction work, anti-corrosion protection and thermal/acoustic insulation of the facilities is 60 months.

As security for potential claims, the Contractor will provide the Company with a performance bond in the form of a bank guarantee or security deposit for an amount equal to 10% of the Remuneration. In the circumstances provided for in the Contract, if the Contractor fails to perform its obligations to provide the security required under the Contract, the Company will have the right to retain part of the Remuneration due to the Contractor. The Contract provides for an option to reduce the security amount after the Contractor completes the Contract and the basic warranty period expires.

The Contract provides for contractual penalties payable to the Company if, among others : 

(i) the Contractor delays the execution of the Project milestones − up to 15% of the Remuneration,

(ii) the guaranteed parameters are not met − up to 30% of the Remuneration, and

(iii) the Company terminates the Contract for reasons attributable to the Contractor – 20% of the Remuneration.

The aggregate amount of contractual penalties (whatever the reason) payable by the Contractor is limited to 30% of the Remuneration.

Each party’s liability for damages arising out of or in connection with the performance of the Contract is limited to 100% of VAT-inclusive Remuneration, with the proviso that the limit on the Contractor’s liability does not apply, among others, to liability for lost benefits and loss of production, income or profit which the Company might suffer and which result from the Contractor’s wilful misconduct.

The Contractor will commence the performance of the Contract on the date specified by the Company in the notice to proceed (the “Notice to Proceed”).

The Company has the right to issue the Notice to Proceed to the Contractor within three months of the Contract date.

The commissioning of the Power Generation Unit under the commissioning report signed by both parties should take place within thirty six months from the date specified by the Company in the Notice to Proceed.

The parties have the right to terminate or suspend the performance of the Contract in accordance with the terms and conditions set out therein. In particular, the Company will have the right to terminate the Contract if:

(i) due to reasons attributable to the Contractor or its personnel, it is not possible to commission the Power Generation Unit and the commissioning is delayed by more than 150 calendar days;

(ii) a force majeure event continues for more than 90 calendar days.

In such cases, the Company may exercise its right to terminate the Contract by the end of the basic warranty period.

Until the expiry of 60 months from the date of delivery to the Contractor of the Notice to Proceed, if there is a material change in circumstances due to which the performance of the Contract is no longer in the Company’s interest (which could not be predicted at the time of Contract execution), the Company may terminate the Contract within 30 days of the date of becoming aware of such change in circumstances. In such a case, the Contractor may demand remuneration for the work completed and accepted by the Company, on the terms specified in the Contract.

Until the expiry of 41 months from the issue date for the Notice to Proceed, the Company may withdraw from the Contract and put the Power Generation Unit at the Contractor’s disposal if the technical parameters specified in the Contract are not met.

Not later than by the end of the basic warranty period, the Contractor has the right to terminate the Contract or any part thereof by notice to the Company if:

(i) the Company fails to issue and deliver the Notice to Proceed to the Contractor within nine (9) months from the Contract date;

(ii) the performance of the Contract has been suspended for an uninterrupted period of 120 days, unless the suspension was caused by a force majeure event;

(iii) a force majeure event has continued for an uninterrupted period of more than 180 days;

(iv) the Company fails to provide a payment bond in accordance with the terms of the Contract.

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

28/2019
04.09.2019
Current Report No. 28/2019 Information about anticipated effect of one-off non-cash events on Grupa Azoty Zakłady Azotowe Puławy’s financial performance in H1 2019
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Legal basis: Article 17(1) of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the anticipated effect of a one-off non-cash event on the H1 2019

separate financial statements of its subsidiary Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) and on the H1 2019 financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A.

In accordance with IAS 36, the Subsidiary’s Management Board analysed indications of impairment of assets allocated to the cash generating unit (CGU) “Other Activities”, following which the Company made a formal estimate of their recoverable amount by determining their value in use.

The financial forecasts adopted by the Subsidiary’s Management Board for the period covered by the impairment test regarding the “Other Activities” CGU were prepared based on the assumption of a moderate, conservative increase in the Subsidiary’s revenue in the following years. Following revision, the forecasts showed a lower than assumed as at December 31st

2018 potential for the Subsidiary to generate revenue from sales of NPK fertilizer blends in the coming years and a lower expected margin on sales of the Subsidiary’s main fertilizer

products, i.e. potassium nitrate and calcium nitrate.

On August 27th 2019, the Subsidiary’s Management Board adopted a resolution to recognise a PLN 7.8m impairment loss on the assets allocated to the “Other Activities” CGU. The

Subsidiary’s “Other Activities” consist primarily in the production of fertilizers and do not include the Organic Products Department.

The above impairment loss reduced the net result disclosed in the separate financial statements of Zakłady Azotowe Chorzów S.A. as at June 30th 2019 by PLN 7.8m.

The effect of the impairment recognition on the consolidated EBIT and consolidated net result of the Grupa Azoty Puławy Group for H1 2019 is PLN -25.2m.

A deferred tax asset is recognised in connection with the impairment loss. At the same time, for the entire amount the Company recognises an impairment loss on “Deferred tax assets”.

Following the recognition by the Company of an impairment loss on the shares in the Subsidiary, the Company’s separate net result for H1 2019 will be reduced by PLN 43m.

As the Company’s financial statements are still being reviewed by the auditor, the above amounts are not final and may be subject to change. The Company’s half-year report will be

issued on September 5th 2019.

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

27/2019
04.09.2019
Current Report No. 27/2019 Execution of contract for sale of PULREA
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Legal basis: Article 17(1) of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the“Company”) announces that on August 23rd 2019 the Company executed a contract for sale of the PULREA urea (the “Contract”) with Kronospan Mielec Sp. z o.o., Kronospan KO Sp. z o.o., Diakol Strazske S.R.O. of Slovakia and Dukol Ostrava S.R.O. of the Czech Republic (the “Buyers”), effective from July 1st 2019 to June 30th 2023.

Pursuant to the Contract, the Company has the obligation to deliver the product (PULREA urea) and the Buyers are to collect and pay for the deliveries. The Contract specifies the

minimum amount of the product to be delivered to the Buyers thereunder. Prices will be negotiated on a monthly basis. The estimated VAT-exclusive value of the Contract is PLN 300m. The other terms and conditions of the Contract do not differ from standard terms and conditions commonly used in contracts of this type. Information about signing the Contract was considered inside information by the Company, because the Contract has been signed as part of continuing cooperation with the Buyers, who are the Company’s long-term trading partners and key buyers of Pulrea.

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

26/2019
09.08.2019
Current Report No. 26/2019 Adoption of consolidated text of Articles of Association of Grupa Azoty Zakłady Azotowe Puławy by Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

  Contents: Further to Current Report No. 21/2019 of July 16th 2019 The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 1st 2019 the Company’s Supervisory Board adopted the new consolidated text of the Company’s Articles of Association. This text includes the change adopted by Resolution No. 29 of the Ordinary General Meeting of the Company of June 24, 2019.

  The Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy has been amended by adding item (c) in Art. 30.2.2, reading as follows:

  "(c) contracts for the purchase of electricity and related property rights, contracts for the

purchase of CO2 emission allowances"

  The consolidated text of the Company’s Articles of Association, adopted by the Company’s Supervisory Board on August 1st 2018, is attached to this report.

  Legal basis: Par. 5.1 in conjunction with Par. 6.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a nonmember state, dated March 29th 2018 (Dz.U. of 2018, item 757).

25/2019
30.07.2019
Current Report No. 25/2019 Selection of general contractor to construct coal-fired power generation unit in Puławy
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Legal basis: Article 17(1) of MAR – Inside information

Contents: Further to Current Report No. 6/2019 of April 16th 2019 and Current Report No. 23/2019 of July 23rd 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy

S.A. (the “Company”) announces that on July 23rd 2019 it passed a resolution to select, as the best bid, the bid submitted in the tender procedure to select the general contractor for the

“Construction of a coal-fired power generation unit” project by a consortium comprising Polimex-Mostostal S.A. of Warsaw, Polimex Energetyka Sp. z o.o. of Warsaw, and SBB ENERGY S.A. of Opole (the “Consortium”), for a VAT-exclusive price of up to PLN 1,160,000,000.

The project is scheduled to be launched in September 2019, based on an agreement with the Consortium, which will be announced by the Company in a separate report.

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

L 173/1, as amended).

24/2019
26.07.2019
Current Report No. 24/2019 List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for July 23rd 2019
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on July 23rd 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.

Shareholder: Grupa Azoty S.A.

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

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

- Percentage share in voting rights represented at the EGM: 99.97%

- Percentage share in total voting rights: 95.98%

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623).

 

23/2019
26.07.2019
Current Report No. 23/2019 Resolutions adopted of the Extraordinary General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on July 23rd 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on July 23rd 2019, together with the results of voting on the resolutions.

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

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

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

 

22/2019
19.07.2019
Current Report No. 22/2019 Supplementary information regarding the request for the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for July 23rd 2019, justifying the adoption by the General Meeting of a resolution to grant consent to the acquisition of non-current assets in order to implement investment project “Construction of a coal-fired power generation unit”
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Legal basis: Article 17(1) of MAR – Inside information

Contents: With reference to Current Report No. 20/2019 of June 26th 2019 announcing the approval of the budget for the project “Construction of a coal-fired power generation unit in Puławy” and the convening of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A., together with draft resolutions, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) has decided – in order to provide a fuller justification of the draft resolution proposed to the Extraordinary General Meeting (as part of item 5 of the agenda of the Extraordinary General Meeting of the Company

convened for July 23rd 2019) on granting consent to the acquisition of non-current assets in order to implement investment project “Construction of a coal-fired power generation unit”(published together with Current Report No. 20/2019 of June 26th 2019), as well as in order to ensure that the resolution is adopted on an informed basis – to provide the shareholders with supplementary information justifying the implementation of investment project “Construction of a coal-fired power generation unit”.

The supplementary information is attached to this report as an appendix.

21/2019
18.07.2019
Current Report No. 21/2019 Registration of amendments to Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Further to Current Report No. 18/2019 of June 24th 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it was notified

that on July 11th 2019 the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, 6th Commercial Division of the National Court Register, registered the amendments to the

Company’s Articles of Association approved by Resolution No. 29 of the Annual General Meeting of June 24th 2019.

The Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy has been amended by adding item (c) in Art. 30.2.2, reading as follows: "(c) contracts for the purchase

of electricity and related property rights, contracts for the purchase of CO2 emission allowances"

The Management Board publishes the consolidated text of the Articles of Association prepared by the Company is also attached hereto.

20/2019
08.07.2019
Current Report No. 20/2019 Approval of the budget for the construction of a coal-fired power generating unit in Puławy and convening of the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A., including draft resolutions
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Further to Current Report No. 6/2019 of April 16th 2019, the Management Board of
Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 26th
2019 the Company’s Supervisory Board approved the budget for the investment project to
construct a coal-fired power generating unit (the “Project”), with a total value of up to PLN
1,200,000,000 (VAT exclusive).

In view of the above, for the purposes of the Project implementation, the Company’s
Management Board hereby convenes an Extraordinary General Meeting of the Company (the
“General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa
Polskiego 13 in Puławy, at 11.00 am on July 23rd 2019. The agenda of the General Meeting
will include a vote on a resolution to approve the acquisition of non-current assets with a total
value of up to PLN 1,200,000,000 (VAT exclusive) as part of the Project. The notice of the
General Meeting is attached as an appendix to this report.

The Company’s Management Board publishes, attached hereto, draft resolutions and
documents to be discussed and voted on at the General Meeting convened for July 23rd 2019.

The General Meeting is being convened on the initiative of the Company's Management Board.
The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at
June 26rd 2019, the number of votes attached to these shares is 19,115,000.

INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH
THE CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA
AZOTY ZAKŁADY AZOTOWE PUŁAWY S.A.

Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the
“GDPR”), Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in
connection with the convening of the General Meeting the Company will process personal data
of the Company's shareholders, proxies entitled to vote, other persons entitled to exercise voting
rights at the General Meeting (jointly referred to as the “Shareholders” or “You”), and personal
data disclosed during the General Meeting. In connection with the foregoing, the Company
represents that:

a) the data controller of the collected data is Grupa Azoty Zakłady Azotowe Puławy S.A. of
Puławy; You can communicate with the Company by email at ##qxjgd#at#ejapln.rdb##, or by post
at: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

b) in the case of any matters related to personal data protection at the Company, You can
communicate with the Company’s Data Protection Officer at email address:
##xds.ejapln#at#vgjeppodin.rdb##, or postal address: Al. Tysiąclecia Państwa Polskiego 13, 24-110
Puławy, Poland;

c) the data will be processed to enable the Company to comply with the requirements of the
Commercial Companies Code applicable to it as a public company in connection with the
convening of a General Meeting, to enable the Shareholders to exercise their rights with respect
to the Company, and establish relevant facts for the purpose of enforcement of the Company's
claims, if any, or defence against claims;

d) the Company will process (i) personal data identifying the Shareholders, such as first name,
surname, address of residence or address for notices, and personal identification number
(PESEL), (ii) data contained in powers of attorney, (iii) information on shares and rights
attached to shares, such as the number, type and serial numbers of shares held, and (iv) where
a Shareholder communicates with the Company by electronic mail – email address;

e) Shareholders' personal data may be collected by the Company from entities operating the
depository for securities, as well as from other Shareholders (data included in powers of proxy);

f) the legal basis for the processing of Your personal data by the Company is:

• Article 6.1 (c) of the GDRP – the requirement, provided for in the Commercial Companies
Code, to prepare and keep shareholder lists and lists of attendance at General Meetings, to
enable Shareholders to vote by proxy and exercise their rights with respect to the Company
(e.g. right to propose matters to be included in the agenda);

• Article 6.1 (f) of the GDRP – justified interests of the Company such as (i) enabling the
Company to communicate with Shareholders and verify their identity, and (ii) enabling the
Company to enforce claims, if any, or defend itself against claims;

g) recipients of the collected personal data are the entities that host the IT tools used to
communicate with the Shareholders, and entities providing document archiving services, as
well as other Shareholders (with respect to providing the list of shareholders in accordance with
Art. 407 of the Commercial Companies Code);

h) personal data included in the lists of shareholders, lists of attendance and powers of proxy is
stored for the duration of the Company, and afterwards may be transferred to an entity
designated to store documents in accordance with the Commercial Companies Code; personal
data related to email communication is stored for a period allowing the Company to demonstrate
its compliance with the applicable requirements under the Commercial Companies Code and
until any potential claims of or against the Company become time barred;

i) where data is provided directly to the Company, the provision of such data is required under
the Polish Commercial Companies Code and to enable the verification of a Shareholder's
identity, and failure to provide such data results in non-admission to the General Meeting;
provision of an email address is voluntary but necessary to enable electronic communication
between the Company and the Shareholder, and failure to provide such address will make it
impossible to use this form of communication;

j) You have the right to request access to your personal data, the right to request its rectification,
transfer, removal or restriction of its processing, and the right to object to its processing; please
note that these rights are not absolute in nature, and the regulations provide for exceptions from
their application;

k) You may file a complaint with the President of the Personal Data Protection Office in the
case of any irregularities in the processing of Your personal data.

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

Par. 19.1.1 and Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic
information to be published by issuers of securities and conditions for recognition as equivalent
of information whose disclosure is required under the laws of a non-member state, dated March
29th 2018 (Dz.U. of 2018, item 757).

19/2019
01.07.2019
Current Report No. 19/2019 Shareholders holding 5% or more of total voting rights at Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 24th 2019
See more

Shareholder: Grupa Azoty S.A.

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

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

- Percentage share in voting rights represented at the AGM: 99.97%

- Percentage share in total voting rights: 95.98%

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623).  

18/2019
01.07.2019
Current Report No. 18/2019 Resolutions adopted of the Annual General Meeting of Shareholders of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 24th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 24th 2019, together with the results of voting on the resolutions.

The documents being the subject of Resolutions No. 4 to No. 29 voted on at the Annual General Meeting were published by the Company along were also made available on the Company’s website at https://www.pulawy.com/201- general-meeting. During the Annual General Meeting, the shareholders raised no objections to be recorded in the minutes.

Legal basis: Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

Appendices:

Resolutions passed by the Annual General Meeting on June 24th 2019

17/2019
01.07.2019
Current Report No. 17/2019 Distribution of dividend for 2018
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1. The amount to be paid as dividend is PLN 33,642,400.00.

2. Dividend per share is PLN 1.76.

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

4. The dividend record date is July 2nd 2019.

5. The dividend payment date is July 18th 2019.   Legal basis: Par. 19.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).

16/2019
03.06.2019
Current Report No. 16/2019 Draft resolutions for Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for June 24th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, draft resolutions to be discussed and voted on at the Annual General Meeting convened for June 24th 2019.

Furthermore, the Management Board publishes, attached hereto, documents to be discussed at the Annual General Meeting, not published earlier.

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

 

15/2019
03.06.2019
Current Report No. 15/2019 Notice of Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy on June 24th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

  Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the

“Company”) convenes an Annual General Meeting to be held at the Company’s offices at

Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11 am on June 24th 2019, as

specified in the notice appended to this report.

The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As on May

28th 2019, the number of votes attached to these shares is 19,115,000.

Information on personal data protection in connection with the convening of the extraordinary general

meeting of Grupa Azoty Zakłady Azotowe Puławy S.A.

Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the “GDPR”),

Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in connection with the

convening of the General Meeting the Company will process personal data of the Company's

shareholders, proxies entitled to vote, other persons entitled to exercise voting rights at the General

Meeting (jointly referred to as the “Shareholders” or “You”), and personal data disclosed during the

General Meeting. In connection with the foregoing, the Company represents that:

a) the data controller of the collected data is Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy;

You can communicate with the Company by email at ##qxjgd#at#ejapln.rdb##, or by post at: Al.

Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

b) in the case of any matters related to personal data protection at the Company, You can communicate

with the Company’s Data Protection Officer at email address: ##xds.ejapln#at#vgjeppodin.rdb##, or postal

address: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

c) the data will be processed to enable the Company to comply with the requirements of the

Commercial Companies Code applicable to it as a public company in connection with the convening

of a General Meeting, to enable the Shareholders to exercise their rights with respect to the Company,

and establish relevant facts for the purpose of enforcement of the Company's claims, if any, or defence

against claims;

d) the Company will process (i) personal data identifying the Shareholders, such as first name,

surname, address of residence or address for notices, and personal identification number (PESEL), (ii)

data contained in powers of attorney, (iii) information on shares and rights attached to shares, such as

the number, type and serial numbers of shares held, and (iv) where a Shareholder communicates with

the Company by electronic mail – email address;

e) Shareholders' personal data may be collected by the Company from entities operating the depository

for securities, as well as from other Shareholders (data included in powers of proxy);

f) the legal basis for the processing of Your personal data by the Company is:

• Article 6.1 (c) of the GDRP – the requirement, provided for in the Commercial Companies Code, to

prepare and keep shareholder lists and lists of attendance at General Meetings, to enable Shareholders

to vote by proxy and exercise their rights with respect to the Company (e.g. right to propose matters to

be included in the agenda);

• Article 6.1 (f) of the GDRP – justified interests of the Company such as (i) enabling the Company to

communicate with Shareholders and verify their identity, and (ii) enabling the Company to enforce

claims, if any, or defend itself against claims;

g) recipients of the collected personal data are the entities that host the IT tools used to communicate

with the Shareholders, and entities providing document archiving services, as well as other

Shareholders (with respect to providing the list of shareholders in accordance with Art. 407 of the

Commercial Companies Code);

h) personal data included in the lists of shareholders, lists of attendance and powers of proxy is stored

for the duration of the Company, and afterwards may be transferred to an entity designated to store

documents in accordance with the Commercial Companies Code; personal data related to email

communication is stored for a period allowing the Company to demonstrate its compliance with the

applicable requirements under the Commercial Companies Code and until any potential claims of or

against the Company become time barred;

i) where data is provided directly to the Company, the provision of such data is required under the

Polish Commercial Companies Code and to enable the verification of a Shareholder's identity, and

failure to provide such data results in non-admission to the General Meeting; provision of an email

address is voluntary but necessary to enable electronic communication between the Company and the

Shareholder, and failure to provide such address will make it impossible to use this form of

communication;

j) You have the right to request access to your personal data, the right to request its rectification,

transfer, removal or restriction of its processing, and the right to object to its processing; please note

that these rights are not absolute in nature, and the regulations provide for exceptions from their

application;

k) You may file a complaint with the President of the Personal Data Protection Office in the case of

any irregularities in the processing of Your personal data.

Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to

be published by issuers of securities and conditions for recognition as equivalent of information whose

disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

14/2019
03.06.2019
Current Report No. 14/2019 Supervisory Board resolution on allocation of Grupa Azoty Zakłady Azotowe Puławy’s net profit for 2018
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Legal basis: Article 17(1) of MAR – Inside information

Contents: Further to Current Report No. 11/2019 of May 17th 2019 and Current Report No. 13/2019 of May 27th 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 27th 2019 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual General Meeting for the following allocation of the net profit for 2018 of PLN 84,160,178.74, and the undistributed profit brought forward of PLN 40,233,250.00, that is a total amount of PLN 124,393,428.74:

1. PLN 90,751,028.74 to be excluded from distribution to the shareholders and transferred to statutory reserve funds; 2. PLN 33,642,400.00 to be distributed to the shareholders as a dividend of PLN 1.76 per share.

Also, the Supervisory Board gave a positive assessment of the Management Board’s proposal to set the dividend record date for July 2nd 2019 and dividend payment date for July 18th 2019.

The final decision on the allocation of profit for 2018 and the dividend record and payment dates will be made by the Annual General Meeting.

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

13/2019
03.06.2019
Current Report No. 13/2019 Proposal of dividend record date and dividend payment date
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Legal basis: Art. 17.1 of MAR – Inside information

  Contents: Further to Current Report No. 11/2019 of May 17th 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 27th 2019 it resolved to recommend to the Annual General Meeting the following dates relating to payment of dividend for 2018:

  - July 2nd 2019 as the dividend record date,

  - July 18th 2019 as the dividend payment date.

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

12/2019
03.06.2019
Current Report No. 12/2019 Extension of Individual Contracts with Polskie Górnictwo Naftowe i Gazownictwo S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 18/2016 of April 13th 2016 and Current Report No. 28/2017 of June 21st 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 23rd 2019 the Company and its parent: Grupa Azoty S.A. and other companies from Grupa Azoty: Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (jointly referred to as the “Customers” and each of them separately as the “Customer”) submitted representations confirming the extension of the bilateral contracts concluded on June 21st 2017 (the “Individual Contracts”) under the framework gas supply agreement of April 13th 2016 with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”).

As a result of the representations made by the Customers, PGNiG will remain the Company and Grupa Azoty Group’s strategic gas supplier until September 30th 2022.

The value of the Individual Contracts concluded between the Issuer and PGNiG  is estimated at an amount that may amount to approximately PLN 4.1bn over their four-year term. The applied pricing formula is based on market gas price indices.

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

11/2019
20.05.2019
Current Report No. 11/2019 Management Board’s recommendation on allocation of the net profit for 2018
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Legal basis: Article 17(1) of MAR – Inside information

  The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on May 17th 2019 it passed a resolution to recommend to the Annual General Meeting that the net profit for 2018 of PLN 84,160,178.74 and the undistributed profit brought forward of PLN 40,233,250.00 i.e. total amounts of PLN 124,393,428.74 be allocated as follows:

1.    PLN 90,751,028.74  to be excluded from distribution to shareholders and transferred to statutory reserve funds;

2.    PLN 33,642,400.00 i.e. 1.76 per share to be distributed to shareholders as a dividend

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

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

10/2019
08.05.2019
Current Report No. 10/2019 Selected estimated consolidated financial results of Grupa Azoty Zakłady Azoty Zakłady Azotowe “Puławy” S.A. for Q1 2019
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) publishes the estimates of key consolidated financial results of the Company for Q1 2019.

Revenue: PLN 1 068,7m

EBITDA: PLN 268,4m

Net profit/(loss): PLN 168,1m

The amounts presented above are estimates and may be changed. The final figures will be published in the Q1 2019 report on May 23rd 2019.

The Company’s Management Board resolved to publish the estimated consolidated results following publication by the parent Grupa Azoty S.A. of Q1 2019 estimated consolidated financial results of the Grupa Azoty Group.

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

9/2019
08.05.2019
Current Report No. 9/2019 Publication of 2018 non-financial report on corporate website
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Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) announces that the non-financial report for 2018 covering Grupa Azoty Zakłady Azotowe “Puławy” S.A.  and the Grupa Azoty Zakłady Azotowe “Puławy”  Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at  www.pulawy.com

Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).

8/2019
19.04.2019
Current report No. 8/2019 Change of release date for separate and consolidated full year reports for 2018
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Contents: Further to Current Report No. 2/2019 of January 16th 2019, the Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2018 has been changed from April 30th 2019 to April 25th 2019.

Given the above, the Management Board will announce 2019 full year results as per the following updated schedule:

1. First and third quarter interim results:

- Q1 2019 extended consolidated report – May 23rd 2019

- Q3 2019 extended consolidated report – November 13rd 2019

2. Half year interim results:

- H1 2019 extended consolidated report – September 5th 2019

3. Full year results:

- 2018 separate full year report – April 25th 2019

- 2018 consolidated full year report – April 25th 2019

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

7/2019
16.04.2019
Current Report No. 7/2019 Appointment of Member of Grupa Azoty Zakłady Azotowe Puławy Management Board for new term of office
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Subject: Appointment of Member of Grupa Azoty Zakłady Azotowe Puławy Management Board for new term of office

  Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

  Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 16th 2019 the Company’s Supervisory Board, acting pursuant to Art. 30.1.1 in conjunction with Art. 24.1 of the Company’s Articles of Association, passed a resolution to appoint Mr Andrzej Skwarek, elected by the Company’s employees, as Member of the Management Board of a new three-year term of office beginning on the day of the Company’s Annual General Meeting which approves the financial statements for 2018.

The effective date of the resolution is April 16th 2019.

The newly appointed Member of the Management Board is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or another type of partnership, nor a member of the governing bodies of any corporation or of any other competing legal person.

The new Member of the Management Board is not entered in the Register of Insolvent Debtors maintained under the Act on the National Court Register.

A brief description of the appointed member’s educational background, qualifications, previously held positions and employment record is attached to this report.

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

 

6/2019
16.04.2019
Current Report No. 6/2019 Preliminary acceptance of bid to act as general contractor of coal-fired power generation unit in Puławy
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Subject: Preliminary acceptance of bid to act as general contractor of coal-fired power generation unit in Puławy

Legal basis: Art. 17.1 of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 16th 2019 it passed a resolution to preliminarily accept a bid placed by the consortium of Polimex-Mostostal S.A. of Warsaw, Polimex Energetyka Sp. z o.o. of Warsaw and SBB ENERGY S.A. of Opole (the “Consortium”) in a tender procedure to select the general contractor for the ‘Construction of a coal-fired power generation unit in Puławy’ project (the “Project”), as a basis for taking further steps to execute the Project.

In the tender procedure, three bids were received. The other two were submitted by a consortium headed by Rafako S.A. and a consortium whose leader is PowerChina Nuclear Engineering Company Limited.

Of all the bidders, the Consortium best meets the requirements laid down in the tender documentation.

An analysis of the bids shows that remuneration under the contract to act as general contractor for the Project will not exceed PLN 1.16bn (VAT exclusive). The amount will also necessitate updating of the Project’s total budget, which, according to the Company Management Board’s estimates, should not exceed PLN 1.2bn (VAT exclusive).

It is planned that the winning bid in the tender procedure will be selected and the relevant contract will be executed in the third quarter of 2019, after the Company’s corporate bodies have approved the updated Project budget and have consented to the execution of contract to act as the general contractor of the Project. The Project itself is expected to be carried out, based on the contract, for 36 months.

Further steps concerning execution of the Project will be announced by the Company in a separate report.

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

5/2019
21.03.2019
Current Report No. 5/2019 Appointment of Members of Grupa Azoty Zakłady Azotowe Puławy Management Board for new term of office
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

  Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 15th 2019 the Company’s Supervisory Board, acting pursuant to Art. 30.1.1 of the Company’s Articles of Association, passed resolutions to appoint Members of the Company’s Management Board for a new joint three-year term of office starting from the date of the Annual General Meeting approving the financial statements for 2018.

The Supervisory Board appointed the following persons to the Management Board:

Mr Krzysztof Bednarz – as President of the Management Board,

Mr Krzysztof Homenda – as Vice President of the Management Board,

Ms Izabela Świderek – as Vice President of the Management Board,

Ms Anna Zarzycka-Rzepecka – as Vice President of the Management Board.

The effective date of the resolutions is March 15th 2019.

The Company further announces that elections of employee representatives to the Management Board are in progress.

The persons appointed to the Management Board are not engaged in any activities competing with the Company’s business, nor are they partners in any competing partnership under civil law or another type of partnership, nor members of the governing bodies of any corporation or of any other competing legal person.

The persons appointed to the Management Board are not entered in the Register of Insolvent Debtors maintained under the Act on the National Court Register.

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

Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Appendices:

•    CV Krzysztof Bednarz

•    CV Krzysztof Homenda

4/2019
06.03.2019
Current Report No. 4/2019 Change in accounting policies and its effect on profit or loss for 2018
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Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in order to unify the Company’s accounting policies with the accounting policies applied by other Grupa Azoty Group companies and following a review and the resulting change of the method for recognising deferred tax, it resolved to change the rules of accounting for tax credits related to business activities in Special Economic Zone (SEZ) and recognising deferred tax in respect of impairment losses on shares. Previously, the tax reliefs in respect of income generated under relevant permits in the SEZ, had been recognised by the Company upon use. The available and unused tax relief was disclosed as a contingent receivable in off-balance sheet items. Now the Company will recognise a deferred tax asset upon its fulfilment of the conditions specified in the permit to conduct operations in the SEZ, taking into account its ability to realise the deferred tax asset in the future. Previously, the Company recognised deferred income tax if an impairment loss on shares held by the Company was recognised. At present, the Company will not recognise deferred tax in respect of impairment losses on shares in entities it controls and has no intention of transferring that control. The total effect of the above changes on the Company’s separate net profit/(loss) for 2018 is PLN (-) 10.8m, and on retained earnings – PLN (+) 40.4m. As the Company’s financial statements are currently being audited, the above amounts are not final and may be subject to change. The full-year report of Grupa Azoty Zakłady Azotowe Puławy S.A. will be published on April 30th 2019. Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).  

3/2019
04.03.2019
Current Report No. 3/2019 Recognition of impairment loss by subsidiary
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Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 23/2018 of August 8th 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the anticipated effect of a one-off non-cash event on the 2018 separate financial statements of the Company’s subsidiary Zakłady Azotowe Chorzów S.A. and on the 2018 financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A. On March 4th 2019, the Management Board of Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) adopted a resolution to recognise a PLN 6.39m impairment loss on the fat processing unit. The impairment losses recognised in 2015−2018 totalled PLN -56.26m. The current impairment loss of PLN -6.39m will be recognised in the Subsidiary’s full-year financial statements prepared as at December 31st 2018. The effect of the impairment recognition on the 2018 consolidated EBIT and consolidated net result of the Grupa Azoty Puławy Group is PLN -6.39m. As a result of recognition by the Company of an impairment loss on the Zakłady Azotowe Chorzów S.A. shares, the separate net financial result of the Company for 2018 will be reduced by PLN 3.45m.

Because the Company’s financial statements are currently being audited, the above amounts are not final and may be subject to change. The full-year report of Grupa Azoty Zakłady Azotowe Puławy S.A. will be published on April 30th 2019. Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).  

2/2019
16.01.2019
Current Report No. 2/2019 Notice of full year and interim results in financial year 2019
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The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ) will announce its 2018 full year results and 2019 interim results as per the following schedule:

1.    First and third quarter interim results:
- Q1 2019 complete consolidated report – May 23rd 2019
- Q3 2019 complete consolidated report – November 13th 2019

2.    Half-year interim results:

- H1 2019 complete consolidated report – September 5th 2019

3.    Full-year results:

- 2018 separate full year report – April 30th 2019
- 2018 consolidated full year report – April 30th 2019

Furthermore, the Company's Management Board announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.

Further, the Company will not publish separate or consolidated quarterly results for Q4 2018 and Q2 2019, as permitted under Par. 79.2 of the Regulation.

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

Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

1/2019
02.01.2019
Current Report No. 1/2019 Merger of Elektrownia Puławy with Grupa Azoty Zakłady Azotowe Puławy
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Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that today (on January 2nd 2019) it was notified that on January 2nd 2019 the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, 6th Commercial Division of the National Court Register, registered the merger of Elektrownia Puławy Spółka z o.o. (the target company) with Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna (the acquirer). The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. had announced the intended merger in Current Report No. 22/2018 of August 7th 2018. The merger was effected on the terms and conditions specified in the merger plan agreed and approved by the merging companies’ Management Boards on September 26th 2018 and published in Current Report No. 29/2018. The merger was effected under Art. 492.1.1, Art. 515.1 and Art. 516.6 of the Commercial Companies Code, i.e. through an acquisition, that is through the transfer of all of the target company’s assets to the acquirer (merger by acquisition), without amending the acquirer’s Articles of Association and without increasing its share capital, in accordance with the simplified procedure since the target company had been wholly owned by the acquirer.

Pursuant to Art. 494.1 of the Commercial Companies Code, Grupa Azoty Zakłady Azotowe Puławy S.A. assumed all rights and obligations of the target company as of the merger date, i.e. January 2nd 2019. Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).  

40/2018
03.12.2018
Current Report No. 40/2018 List of shareholders holding 5% or more of total voting rights at Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for November 6th 2018 and resumed after adjournment on November 27th 2018
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting (the “EGM”) convened for November 6th 2018 and resumed after adjournment on November 27th 2018, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in voting rights represented at the EGM and total voting rights in the Company.

Shareholder: Grupa Azoty S.A.

– number of shares at EGM: 18,345,735

– number of voting rights at EGM: 18,345,735

– percentage share in voting rights represented at EGM: 99.97%

– percentage share in total voting rights in the Company: 95.98%

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated Jul???y 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended).

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39/2018
27.11.2018
Current Report No. 39/2018 Appointment of Grupa Azoty Zakłady Azotowe Puławy Supervisory Board member
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the „Company”) announces that on November 27th 2018, Krzysztof Majcher was appointed to the Company’s Supervisory Board of the 9th joint term of office by way of Resolution No. 4 of the Company’s Extraordinary General Meeting.

The resolution on the appointment became effective as of its date. The Management Board further announces that the newly appointed member of the Supervisory Board has submitted representations to the effect that he is not engaged in any activities outside the Company that are competing with the Company’s business and that he is not a partner in any competing partnership under civil law or another type of partnership or a member of the governing bodies of companies or of any other competing legal persons.

The representations also contain a statement of the newly appointed Supervisory Board member that he is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

A brief description of the new member’s educational background, qualifications, previously held positions and employment record is attached to this Report.

Legal basis: Par. 5.5 and Par. 10 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Appendices:

Information on the educational background, qualifications, previously held positions and employment record of the new Supervisory Board member

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38/2018
27.11.2018
Current Report No. 38/2018 Resumption of Extraordinary General Meeting and resolutions passed on November 27th 2018
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, a resolution of the Company’s Extraordinary General Meeting passed on November 27th 2018.

No objections were raised and requested to be recorded in the minutes during the Extraordinary General Meeting.

The Company’s Extraordinary General Meeting resumed its proceedings after the adjournment announced on November 6th 2018, as reported by the Company in Current Report No. 34/2018 of November 6th 2018. The resolutions passed before the adjournment were published by the Company in Current Report No. 36/2018 of November 6th 2018.

Materials pertaining to Resolution No. 4 of the Extraordinary General Meeting have been published on the Company’s website at https://www.pulawy.com, in the Investor Relations/General Meeting section.

Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Appendices:

Resolution passed by the Extraordinary General Meeting on November 27th 2018

 

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37/2018
19.11.2018
Current Report No. 37/2018 Continuation of cooperation with Lubelski Węgiel Bogdanka
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Legal basis: Art. 17.1 of MAR – Inside information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 19th 2018 an annex (the “Annex”) was signed to the Long-Term Thermal Coal Supply Agreement executed between the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”).

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

Under the Annex, the term of the Agreement was extended until December 31st 2023.

Following the execution of the Annex, the total value of the Agreement from its execution date to December 31st 2023 is estimated at PLN 1,534m (VAT exclusive), without accounting for any increases, deviations and tolerance, i.e. about 14.6% more than disclosed in Current Report No. 6/2018 of February 26th 2018). Of that amount, approximately PLN 666m (VAT exclusive) is planned for 2019−2023. The other terms of the Agreement do not differ from standard terms used in agreements of such type. Coal supplies provided for in the Annex are intended for the Company’s CHP plant, and do not include the demand associated with the plans to construct a new coal-fired unit.

Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company at optimal transport costs due to the proximity of the Bogdanka mine to the Company’s plant. As a result of the execution the Annex, in 2019 Lubelski Węgiel Bogdanka S.A. will cover approximately 80% of the coal requirement of the Company’s CHP plant.

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

 

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36/2018
07.11.2018
Current Report No. 36/2018 Resolutions voted on by Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting on November 6th 2018
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on November 6th 2018, together with the results of voting on each resolution.

Materials pertaining to the resolutions of the Extraordinary General Meeting have been published on the Company’s website at www.pulawy.com, in the Investor Relations/ General Meeting section.

The Company’s Management Board also publishes, attached hereto, a draft resolution to adjourn the Extraordinary General Meeting held on November 6th 2018 at the request of an eligible shareholder. A resolution with contents based on the submitted draft resolution has been passed by the Extraordinary General Meeting.

Legal basis: Par. 19.1.4 and 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Appendices:

Draft resolution submitted during the Company’s Extraordinary General Meeting on November 6th 2018

Resolutions passed by the Company’s Extraordinary General Meeting on November 6th 2018

Appendix 1 to Resolution No. 4 passed by the Company’s Extraordinary General Meeting on November 6th 2018

 

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35/2018
06.11.2018
Current Report No. 35/2018 Governing bodies’ resolutions on plan of merger of Grupa Azoty Zakłady Azotowe Puławy S.A. with Elektrownia Puławy Sp. z o.o.
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Legal basis: Art. 17.1 of MAR – Inside information

Further to Current Reports No. 29/2018, 30/2018 and 32/2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that on November 6th 2018 the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. and the General Meeting of Elektrownia Puławy Sp. z o.o. passed resolutions to merge Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna, as the acquirer, with Elektrownia Puławy Spółka z ograniczoną odpowiedzialnością, as the target company, and approved the Plan of Merger for the companies published in Current Report No. 29/2018 of September 26th 2018.

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

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34/2018
06.11.2018
Current Report No. 34/2018 Adjournment of the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A.
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ)  announces that the Extraordinary General Meeting on November 6th 2018 resolved to adjourn the General Meeting.

The proceedings of the Extraordinary General Meeting will be resumed at 11.00 am on November 27th 2018 at the Company’s registered office in Puławy, at Aleja Tysiąclecia Państwa Polskiego 13.

Legal basis: Par. 19.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

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33/2018
31.10.2018
Current Report No. 33/2018 Estimated selected consolidated financial results of Grupa Azoty Zakłady Azotowe „Puławy” S.A. Group’s for Q3 2018
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Legal basis: Article 17(1) of MAR – Inside information 

The Management Board of Grupa Azoty Zakłady Azotowe „Puławy” S.A. (the ʺCompanyʺ) publishes the estimated selected consolidated financial results of the consolidated financial data of the Grupa Azoty Zakłady Azotowe „Puławy” S.A. Group for Q3 2018:

Revenue: PLN 838.6m

EBITDA: PLN 12.0m

Net profit/(loss): PLN -35.9m

The Company’s Management Board considered the information on consolidated results as material, due to the significantly lower level of financial results generated in the third quarter of 2018 in relation to the results achieved by the Company in the corresponding periods of three previous years; at the same time, the results differ from market expectations. The lower level of generated results was mainly the result of the increase in prices of energy raw materials and CO2 emission allowances.

The presented amounts are estimates and are subject to change. The publication of the consolidated report for the third quarter of 2018 will take place on November 8, 2018.

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

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32/2018
26.10.2018
Current Report No. 32/2018 Second notice to shareholders of intended merger
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Further to Current Report No. 30/2018 of October 3rd 2018, containing first notice of an intended merger of Grupa Azoty Zakłady Azotowe Puławy S.A. with Elektrownia Puławy Sp. z o.o., the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”), acting pursuant to Art. 504 of the Commercial Companies Code, hereby gives second notice to the shareholders of an intended merger of the Company (as the acquirer) with Elektrownia Puławy Sp. z o.o. (as the target company). The text of the notice is attached as an appendix to this Report.

Appendices:

Second notice of intended merger

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31/2018
16.10.2018
Current Report No. 31/2018 Additional documents for Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting convened for November 6th 2018
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Further to Current Report No. 30/2018 of October 3rd 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the „Company”) publishes, attached hereto, documents which have not been previously made available to the public and which will be considered during the Extraordinary General Meeting convened for November 6th 2018.

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

Appendices:

Supervisory Board’s resolution to provide opinion on an intended merger of Grupa Azoty Zakłady Azotowe Puławy S. A. with Elektrownia Puławy Sp. z o.o.

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30/2018
03.10.2018
Current Report No. 30/2018 Notice and draft resolutions of Grupa Azoty Zakłady Azotowe Puławy Extraordinary General Meeting to be held on November 6th 2018, including the first notice of intended merger
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the "Company”), hereby announces that:

1. Acting pursuant to Art. 399.1 and Art. 402(1) of the Commercial Companies Code, the Company’s Management Board convenes an Extraordinary General Meeting of the Company (the “General Meeting”), to be held at the Company's registered office at Al. Tysiąclecia Państwa Polskiego 13, at 11:00 a.m. on November 6th 2018, in accordance with Section I. NOTICE OF EXTRAORDINARY GENERAL MEETING of the ‘Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna, including the first notice of intended merger’, attached as an appendix to this Report.

2. Furthermore, the Management Board, acting pursuant to Art. 504 of the Commercial Companies Code, in accordance with Section II. FIRST NOTICE OF INTENDED MERGER of the ‘Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna, including the first notice of intended merger’ referred to in item 1 above, hereby gives first notice to the shareholders of an intended merger of the Company with Elektrownia Puławy Spółka z o.o. of Puławy.

3. The Company’s Management Board publishes, attached hereto, draft resolutions to be discussed and voted on at the General Meeting convened for November 6th 2018.

The General Meeting is being convened on the initiative of the Company's Management Board. The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at October 3rd 2018, the number of votes attached to these shares is 19,115,000.

INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE  CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY ZAKŁADY AZOTOWE PUŁAWY S.A.

Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the “GDPR”), Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in connection with the convening of the General Meeting the Company will process personal data of the Company's shareholders, proxies entitled to vote, other persons entitled to exercise voting rights at the General Meeting (jointly referred to as the “Shareholders” or “You”), and personal data disclosed during the General Meeting. In connection with the foregoing, the Company represents that:

a) the data controller of the collected data is Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy; You can communicate with the Company by email at ##qxjgd#at#ejapln.rdb##, or by post at: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

b) in the case of any matters related to personal data protection at the Company, You can communicate with the Company’s Data Protection Officer at email address: ##xds.ejapln#at#vgjeppodin.rdb##, or postal address: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;

c) the data will be processed to enable the Company to comply with the requirements of the Commercial Companies Code applicable to it as a public company in connection with the convening of a General Meeting, to enable the Shareholders to exercise their rights with respect to the Company, and establish relevant facts for the purpose of enforcement of the Company's claims, if any, or defence against claims;

d) the Company will process (i) personal data identifying the Shareholders, such as first name, surname, address of residence or address for notices, and personal identification number (PESEL), (ii) data contained in powers of attorney, (iii) information on shares and rights attached to shares, such as the number, type and serial numbers of shares held, and (iv) where a Shareholder communicates with the Company by electronic mail – email address;

e) Shareholders' personal data may be collected by the Company from entities operating the depository for securities, as well as from other Shareholders (data included in powers of proxy);

f) the legal basis for the processing of Your personal data by the Company is:

• Article 6.1 (c) of the GDRP – the requirement, provided for in the Commercial Companies Code, to prepare and keep shareholder lists and lists of attendance at General Meetings, to enable Shareholders to vote by proxy and exercise their rights with respect to the Company (e.g. right to propose matters to be included in the agenda);

• Article 6.1 (f) of the GDRP – justified interests of the Company such as (i) enabling the Company to communicate with Shareholders and verify their identity, and (ii) enabling the Company to enforce claims, if any, or defend itself against claims;

g) recipients of the collected personal data are the entities that host the IT tools used to communicate with the Shareholders, and entities providing document archiving services, as well as other Shareholders (with respect to providing the list of shareholders in accordance with Art. 407 of the Commercial Companies Code); h) personal data included in the lists of shareholders, lists of attendance and powers of proxy is stored for the duration of the Company, and afterwards may be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email communication is stored for a period allowing the Company to demonstrate its compliance with the applicable requirements under the Commercial Companies Code and until any potential claims of or against the Company become time barred;

i) where data is provided directly to the Company, the provision of such data is required under the Polish Commercial Companies Code and to enable the verification of a Shareholder's identity, and failure to provide such data results in non-admission to the General Meeting; provision of an email address is voluntary but necessary to enable electronic communication between the Company and the Shareholder, and failure to provide such address will make it impossible to use this form of communication;

j) You have the right to request access to your personal data, the right to request its rectification, transfer, removal or restriction of its processing, and the right to object to its processing; please note that these rights are not absolute in nature, and the regulations provide for exceptions from their application; k) You may file a complaint with the President of the Personal Data Protection Office in the case of any irregularities in the processing of Your personal data.

Legal basis: Par. 19.1.1 and 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Appendices:

Notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna including the first notice of intended merger

  Draft resolutions of the Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna Extraordinary General Meeting

 

 

29/2018
26.09.2018
Current Report No. 29/2018 Agreement on Plan of Merger of Elektrownia Puławy Spółka z o.o. with Grupa Azoty Zakłady Azotowe Puławy
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Legal basis: Art. 17.1 of MAR – Inside information

Further to Current Report No. 22/2018 of August 7th 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna (the „Company”) announces that on September 26th 2018 the Company's Management Board and the Management Board of Elektrownia Puławy Spółka z o.o. agreed on and signed a plan of merger (the “Plan of Merger”) of the Company (as the acquirer) with Elektrownia Puławy Spółka z ograniczoną odpowiedzialnością as the target company (the “Target Company”) . The Plan of Merger was prepared in accordance with Art. 498 and Art. 499 of the Commercial Companies Code.

The merger will be effected pursuant to Art. 492.1.1 of the Commercial Companies Code, i.e. through the transfer of all of the Target Company’s assets to the acquirer, i.e. Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna. Following the merger, the Target Company will be dissolved and the Company as the acquirer will assume all of its rights and obligations as of the merger date.

As the Target Company is wholly-owned by the Company being the acquirer, the merger will be carried out in accordance with the simplified procedure, and pursuant to: a) Art. 515.1 of the Commercial Companies Code, it will be effected without an increase in the share capital of the Company as the acquirer, and without subscription for any shares in the Acquirer’s share capital by the Target Company’s shareholders;b) Art. 516.6 of the Commercial Companies Code in conjunction with Art. 516.5, the Plan of Merger will be filed with the registry court, will not be audited by a qualified auditor as referred to in Art. 502.1 of the Commercial Companies Code, no auditor’s opinion will be issued on the Plan of Merger, and the Management Boards of the merging companies will not prepare written reports justifying the merger as referred to in Art. 501.1 of the Commercial Companies Code.

Given that the Merger will be carried out without an increase in the Company’s share capital, and it will not give rise to any new circumstances that would be required to be disclosed in the Company’s Articles of Association and that no other amendments are proposed to be made to the Articles of Association, the Company’s Articles of Association are not planned to be amended in connection with the merger.

The merger will depend on the adoption of resolutions approving the Plan of Merger by the General Meeting of the Company as the acquirer and the General Meeting of the Target Company.

Pursuant to Art. 499.4 of the Commercial Companies Code, as the Company is a public company and, in accordance with the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies, it publishes and makes available to shareholders its half-year financial statements, no statement containing information on its financial position has been prepared.

The Company further announces that pursuant to Art. 500.2 of the Commercial Companies Code, Art. 500.21 and Art. 505.31 in conjunction with Art. 516.6 of the Commercial Companies Code, the Plan of Merger, together with the appendices and documents referred to in Art. 505.1.2 of the Commercial Companies Code, will be published and made available free of charge to the public on the Company’s website, in the Investor Relations section, until the closing of the Company’s General Meeting that passes the merger resolution.

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

Appendices:

Plan of Merger of Elektrownia Puławy Spółka z o.o. with Grupa Azoty Zakłady Azotowe Puławy S.A.

28/2018
20.09.2018
Current Report No. 28/2018 Resignation of Grupa Azoty Zakłady Azotowe Puławy Supervisory Board member
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that today (on September 21st 2018) Krzysztof Bednarz has tendered his resignation as member of the Supervisory Board with effect from September 21st 2018. The resignation followed the Supervisory Board’s resolution to appoint Krzysztof Bednarz as President of the Company’s Management Board, dated September 20th 2018 and announced by the Company in Current Report No. 27/2018.

Legal basis: Par. 5.4 and Par. 9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

27/2018
20.09.2018
Current Report No. 27/2018 Appointment of President of Grupa Azoty Zakłady Azotowe Puławy Management Board Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
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The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on September 20th 2018 the Company’s Supervisory Board resolved to appoint Krzysztof Bednarz, PhD, as President of the Company’s Management Board for the three-year joint term of office commenced on April 5th 2016.

  On August 13th 2018, Krzysztof Bednarz was delegated by the Company’s Supervisory Board to perform the duties of the President of the Management Board (Current Report No. 26/2018 of August 13th 2018). The appointment resolution will come into force as of the date when Krzysztof Bednarz tenders his resignation from the Company’s Supervisory Board.

The Management Board further announces that Krzysztof Bednarz has submitted a representation to the effect that he is not engaged in any activities outside the Company that are competing with the Company’s business and that he is not a partner in any competing partnership under civil law or another type of partnership, or a member of the governing bodies of companies or of any other competing legal persons. The representation also contains a statement that Krzysztof Bednarz is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

  Information on Krzysztof Bednarz’s educational background, qualifications, previously held positions and employment record is attached to this Report.

  Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

  Appendices:

Biographical note – Krzysztof Bednarz

26/2018
13.08.2018
Current Report No. 26/2018 Subject: Changes in composition of Management Board of Grupa Azoty Zakłady Azotowe Puławy
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Current Report No. 26/2018

Subject: Changes in composition of Management Board of Grupa Azoty Zakłady Azotowe Puławy

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 13th 2018 the Company’s Supervisory Board passed a resolution to remove Jacek Janiszek as President of the Company’s Management Board.

The Supervisory Board further decided to temporarily delegate its Member, Krzysztof Bednarz, to act as President of the Management Board until a new President is selected following the recruitment procedure, for a period not longer than three months.

The Management Board further announces that Krzysztof Bednarz has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a partner in any competing partnership under civil law or another type of partnership nor a member of the governing bodies of companies or of any other competing legal persons. The representation also contains a statement that Krzysztof Bednarz is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

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

The Supervisory Board’s resolutions concerning changes in the composition of the Company’s Management Board became effective as of their dates.

Legal basis:

Par. 5.4, Par. 5.5, Par. 9, and Par. 10 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Appendices: Biographical note – Krzysztof Bednarz  

25/2018
13.08.2018
Current Report No. 25/2018 Subject: Adoption of consolidated text of Articles of Association of Grupa Azoty Zakłady Azotowe Puławy by Supervisory Board
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Subject: Adoption of consolidated text of Articles of Association of Grupa Azoty Zakłady Azotowe Puławy by Supervisory Board

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 13th 2018 the Company’s Supervisory Board adopted the new consolidated text of the Company’s Articles of Association. The new text reflects the amendment to Art. 30.1.24 of the Articles of Association as adopted by Resolution No. 28 of the Company’s Annual General Meeting of June 6th 2018, which was not incorporated in the consolidated text of the Articles of Association published in Current Report No. 18/2018 of June 28th 2018.

Accordingly, in the new consolidated text of the Company’s Articles of Association, the text of Art. 30.1.24 of the Articles of Association, reading:

“24) approval of the rules defining the procedure for appointment of members of the Company’s governing bodies by its employees”

was replaced with:

“24) approval of the rules defining the procedure for appointment of members of the Company’s governing bodies by the employees”.

The consolidated text of the Company’s Articles of Association, adopted by the Company’s Supervisory Board on August 13th 2018, is attached to this report.

Legal basis: Par. 5.1 in conjunction with Par. 6.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Appendices: The consolidated text of the Company’s Articles of Association, adopted by the Supervisory Board on August 13th 2018  

24/2018
12.08.2018
Current Report No. 24/2018 Subject: Grupa Azoty Zakłady Azotowe Puławy’s estimated key consolidated financial data for H1 2018
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Subject: Grupa Azoty Zakłady Azotowe Puławy’s estimated key consolidated financial data for H1 2018 Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the Grupa Azoty Puławy Group’s estimated key consolidated financial data for H1 2018:

Revenue: PLN 1,759.4m

EBITDA: PLN 189.6m

EBITDA net of one-off items: PLN 196.3m

Net profit/(loss): PLN 90.6m

Net profit/(loss) net of one-off items: PLN 96.1m

When determining the amounts net of one-off items, an adjustment was made for PLN (-) 6,771 thousand impairment loss on property, plant and equipment, as announced by the Company in Current Report No. 23/2018 of August 8th 2018.

The Company’s Management Board considered the information on the consolidated results to be material, due to the significantly weaker financial performance in Q2 2018 compared with the corresponding periods of previous three years; the results differed from market expectations. The weaker performance was primarily attributable to a significant increase in prices of raw materials and a decline in prices of nitrogen fertilizers.

The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are initial estimates, subject to revision. The consolidated report for the first half of 2018 will be issued on August 28th 2018.

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

23/2018
08.08.2018
Current Report No. 23/2018 Subject: Recognition of impairment loss by subsidiary
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Subject: Recognition of impairment loss by subsidiary Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 34/2017 of August 4th 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the anticipated effect of a one-off non-cash event on the H1 2018 separate financial statements of its subsidiary Zakłady Azotowe Chorzów S.A. and on the H1 2018 financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A.

On August 8th 2018, the Management Board of Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) passed a resolution to recognise a PLN 6,771 thousand impairment loss on the fat processing unit. The impairment loss will be recognised in the Subsidiary’s financial statements for the first half of 2018 prepared as at June 30th 2018. In accordance with IAS 36, the Subsidiary’s Management Board identified indications that the recoverable amount of those assets may have decreased below their respective carrying amounts as at June 30th 2018. The fat processing unit continues to operate below its full processing capacity. The Subsidiary’s limited ability to generate cash inflows from the sale of stearin and other oleochemicals results from lower-than-expected prices and sales volumes in H1 2018 and weaker forecasts for the years to come.

The effect of the impairment recognition on the H1 consolidated EBIT of the Grupa Azoty Puławy Group will be PLN 6,771 thousand, and on the consolidated net result – PLN 5,485 thousand. As a result of recognition by the Company of an impairment loss on the Zakłady Azotowe Chorzów S.A. shares, the Company’s separate net result for H1 2018 will be reduced by PLN 6,681 thousand (adjusted for deferred tax).

As the Company’s financial statements are currently being audited, the above amounts are not final and may be subject to change. The half-year report of Grupa Azoty Zakłady Azotowe Puławy S.A. will be published on August 28th 2018.

Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).   Current Report No. 24/2018 Subject: Grupa Azoty Zakłady Azotowe Puławy’s estimated key consolidated financial data for H1 2018 Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the Grupa Azoty Puławy Group’s estimated key consolidated financial data for H1 2018:

Revenue: PLN 1,759.4m

EBITDA: PLN 189.6m

EBITDA net of one-off items: PLN 196.3m

Net profit/(loss): PLN 90.6m

Net profit/(loss) net of one-off items: PLN 96.1m

When determining the amounts net of one-off items, an adjustment was made for PLN (-) 6,771 thousand impairment loss on property, plant and equipment, as announced by the Company in Current Report No. 23/2018 of August 8th 2018.

The Company’s Management Board considered the information on the consolidated results to be material, due to the significantly weaker financial performance in Q2 2018 compared with the corresponding periods of previous three years; the results differed from market expectations. The weaker performance was primarily attributable to a significant increase in prices of raw materials and a decline in prices of nitrogen fertilizers.

The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are initial estimates, subject to revision. The consolidated report for the first half of 2018 will be issued on August 28th 2018.

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

22/2018
07.08.2018
Current Report No. 22/2018 Subject: Decision to start preparatory work concerning merger of subsidiary with Grupa Azoty Zakłady Azotowe Puławy
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Subject: Decision to start preparatory work concerning merger of subsidiary with Grupa Azoty Zakłady Azotowe Puławy Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 7th 2018 it decided to commence preparatory work to merge the subsidiary Elektrownia Puławy Sp. z o.o. of Puławy (“Elektrownia Puławy”) with the Company.

The Company holds 100% of shares in the share capital of Elektrownia Puławy. The Company intends to carry out the merger pursuant to Art. 492.1.1, Art. 515.1, and Art. 516.6 of the Commercial Companies Code, i.e. without increasing the Company’s share capital, following a simplified procedure to transfer all the assets of Elektrownia Puławy to Grupa Azoty Zakłady Azotowe Puławy S.A. (merger by acquisition).

The merger will be effected based on a merger plan to be agreed on by the Management Boards of both companies and under resolutions of the Company’s and Elektrownia Puławy’s General Meetings, adopted in accordance with the Commercial Companies Code.

A new 100 MWe hard coal-fired power generating unit is planned to be constructed on the premises of the Company’s CHP plant (see Current Report No. 5/2018 of January 30th 2018). The merger will enhance efficiency of management of the construction and operation of the new unit.

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

21/2018
26.07.2018
Current Report No. 21/2018 Subject: Provision of guarantee Legal basis: Art. 17.1 of MAR – Inside information
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Subject: Provision of guarantee Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 36/2018 of July 26th 2018 issued by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Azotowe Puławy S.A.; the “Parent” or the “Borrower”), the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”) announces that in connection with a new long-term loan agreement signed between the Parent and the European Bank for Reconstruction and Development of London (“EBRD”) on July 26th 2018, a guarantee agreement was executed between the EBRD, the Borrower and the Parent’s subsidiaries, including Grupa Azoty Puławy, Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., acting as guarantors.

The guarantee was provided for the benefit of the EBRD, to secure repayment under the loan agreement of up to PLN 500,000,000, concluded between the Borrower and the EBRD on July 26th 2018 (the “Second EBRD Agreement”) and being an integral part of Grupa Azoty’s long-term financing package which is to fund the Grupa Azoty Group’s general corporate needs, including its strategy and capex programme.

The maximum amount of the guarantee provided by each guarantor, including Grupa Azoty Puławy, was set at PLN 200,000,000 (one-third of 120% of the maximum amount provided under the Second EBRD Agreement), thus the aggregate maximum guarantee amount is PLN 600,000,000.

Each guarantor is severally liable for the Borrower’s obligations up to its agreed maximum liability amount (guarantee amount). If the Borrower fails to satisfy its obligations under the Second EBRD Agreement, the EBRD may seek payment of any outstanding amounts by the guarantors.

The guarantee expires upon the expiry of the security term, which ends upon repayment of the debt under the Second EBRD Agreement, concluded for a period of ten years, with a repayment schedule providing for payments in instalments, starting within three years of the Agreement date.

The guarantee was provided on an arm’s length basis, for appropriate consideration.

The other terms of the guarantee agreement with the EBRD do not differ from standard terms used in agreements of such type.

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

20/2018
03.07.2018
Current Report No. 20/2018C Subject: Current Report No. 20/2018 – correction Legal basis: Art. 17.1 of MAR – Inside information
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Current Report No. 20/2018C Subject: Current Report No. 20/2018 – correction Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”) publishes a correction of Current Report No. 20/2018 of June 29th 2018 concerning execution of annexes to credit facility agreements with PKO BP S.A.

The correction concerns the following paragraph:

The Overdraft Agreement is connected with the physical cash pooling agreement with PKO BP S.A. of September 30th 2016, to which, on June 29th 2018, the Parent and selected companies of the Parent Group signed an annex to extend its term until September 30th 2022. Physical cash pooling is designed to optimise the interest income and expenses and to enable the Parent Group companies to use the Group’s global liquidity limit within the positive and negative balances in the Parent Group companies’ current accounts.

After correction, the paragraph reads as follows:

The Overdraft Agreement is connected with the physical cash pooling agreement with PKO BP of September 30th 2016. Physical cash pooling is designed to optimise the interest income and expenses and to enable the Parent Group companies to use the Group’s global liquidity limit within the positive and negative balances in the Parent Group companies’ current accounts.

Otherwise the text of the report remains unchanged. Following the correction, the full text of Current Report No. 20/2018 is as follows:

Further to Current Report No. 16/2015 of April 23rd 2015 and Current Report No. 26/2016 of September 20th 2016, as well as Current Report No. 34 published on June 29th 2018 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. (“Grupa Azoty Puławy”) announces that on June 29th 2018, Grupa Azoty Puławy together with Grupa Azoty S.A. and selected companies of the Parent Group (the “Borrowers”, the “Group Companies”) signed with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”) an annex to the PLN 240m multi-purpose credit facility agreement (the “MPCF Agreement”). Under the annex, the final availability date was extended from September 30th 2019 to September 30th 2022.

As at the date of the annex to the MPCF Agreement, the sub-limit available to Grupa Azoty Puławy was set at PLN 79m.

The Parent is liable to repay all amounts due under the MPCF Agreement, and each of the other Borrowers is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to it.

The Bank’s claims under the MPCF Agreement are secured with sureties in an aggregate amount of up to PLN 288m (i.e. 120% of the facility amount) granted under a surety agreement made on June 29th 2018 by the Group Companies (Grupa Azoty Puławy, Grupa Azoty Zakłady Chemiczne Police S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.), covering the Parent’s liabilities under the MPCF Agreement. The share of each surety provider in the aggregate surety amount is not more than one-third (1/3) of 120% of the facility amount, i.e. not more than PLN 96m. The surety agreement supersedes the existing surety agreement to the MPCF Agreement of September 20th 2016. The facility bears interest at an annual rate equal to the reference rate 1M WIBOR for the PLN denominated facility, 1M EURIBOR for the EUR denominated facility, and 1M LIBOR for the USD denominated facility, plus the Bank’s margin.

Further to Current Report No. 16/2015 of April 23rd 2015 and Current Report No. 26/2016 of September 20th 2016, the Management Board of Grupa Azoty Puławy announces that on June 29th 2018, Grupa Azoty Puławy together with selected companies of the Parent Group signed with the Bank an annex to the PLN 310m overdraft facility agreement of October 1st 2010 (the “Overdraft Agreement”). Under the annex, the final availability date was extended from September 30th 2019 to September 30th 2022.

The Overdraft Agreement is connected with the physical cash pooling agreement with PKO BP of September 30th 2016. Physical cash pooling is designed to optimise the interest income and expenses and to enable the Parent Group companies to use the Group’s global liquidity limit within the positive and negative balances in the Parent Group companies’ current accounts.

As at the date of the annex to the Overdraft Agreement, the sub-limit for Grupa Azoty Puławy and its subsidiaries was set at PLN 53m.

The Parent is liable to repay all amounts due under the Overdraft Agreement, and each of the Group Companies is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to it.

The Bank’s claims under the Overdraft Agreement are secured with sureties in an aggregate amount of up to PLN 372m (i.e. 120% of the facility amount) granted under a surety agreement made on June 29th 2018 by the Group Companies (Grupa Azoty Puławy, Grupa Azoty Zakłady Chemiczne Police S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.), covering the Parent’s liabilities under the Overdraft Agreement. The share of each surety provider in the aggregate surety amount referred to above is not more than one-third (1/3) of 120% of the facility amount, i.e. not more than PLN 124m.

The surety agreement supersedes the existing surety agreement to the Overdraft Agreement of September 20th 2016.

The facility bears interest at an annual rate equal to the reference rate 1M WIBOR plus the Bank’s margin.

The MPCF Agreement and the Overdraft Agreement also include provisions which impose certain restrictions on the Parent and surety providers, concerning for instance disposal and encumbering of their material assets, granting loans and guarantees, paying dividends, and incurring financial liabilities above the consolidated net debt to EBITDA ratios agreed with the lenders, which have been made consistent with the provisions of the revolving credit facility agreement of April 23rd 2015, amended under the Amending Agreement of June 29th 2018 (see Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018).

The annexes to the MPCF Agreement and the Overdraft Agreement are part of a long-term financing package designed to finance general corporate needs and to ensure security of financing for companies of the Parent Group through the umbrella nature of limit allocation and actual intra-Group redistribution.

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

20/2018
29.06.2018
Current Report No. 20/2018 Subject: Execution of annexes to credit facility agreements with PKO BP
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Subject: Execution of annexes to credit facility agreements with PKO BP

Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 16/2015 of April 23rd 2015 and Current Report No. 26/2016 of September 20th 2016, as well as Current Report No. 34 published on June 29th 2018 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. (“Grupa Azoty Puławy”) announces that on June 29th 2018, Grupa Azoty Puławy together with Grupa Azoty S.A. and selected companies of the Parent Group (the “Borrowers”, the “Group Companies”) signed with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”) an annex to the PLN 240m multi-purpose credit facility agreement (the “MPCF Agreement”). Under the annex, the final availability date was extended from September 30th 2019 to September 30th 2022.

As at the date of the annex to the MPCF Agreement, the sub-limit available to Grupa Azoty Puławy was set at PLN 79m.

The Parent is liable to repay all amounts due under the MPCF Agreement, and each of the other Borrowers is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to it.

The Bank’s claims under the MPCF Agreement are secured with sureties in an aggregate amount of up to PLN 288m (i.e. 120% of the facility amount) granted under a surety agreement made on June 29th 2018 by the Group Companies (Grupa Azoty Puławy, Grupa Azoty Zakłady Chemiczne Police S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.), covering the Parent’s liabilities under the MPCF Agreement. The share of each surety provider in the aggregate surety amount is not more than one-third (1/3) of 120% of the facility amount, i.e. not more than PLN 96m.

The surety agreement supersedes the existing surety agreement to the MPCF Agreement of September 20th 2016.

The facility bears interest at an annual rate equal to the reference rate 1M WIBOR for the PLN denominated facility, 1M EURIBOR for the EUR denominated facility, and 1M LIBOR for the USD denominated facility, plus the Bank’s margin.

Further to Current Report No. 16/2015 of April 23rd 2015 and Current Report No. 26/2016 of September 20th 2016, the Management Board of Grupa Azoty Puławy announces that on June 29th 2018, Grupa Azoty Puławy together with selected companies of the Parent Group signed with the Bank an annex to the PLN 310m overdraft facility agreement of October 1st 2010 (the “Overdraft Agreement”). Under the annex, the final availability date was extended from September 30th 2019 to September 30th 2022.

The Overdraft Agreement is connected with the physical cash pooling agreement with PKO BP S.A. of September 30th 2016, to which, on June 29th 2018, the Parent and selected companies of the Parent Group signed an annex to extend its term until September 30th 2022. Physical cash pooling is designed to optimise the interest income and expenses and to enable the Parent Group companies to use the Group’s global liquidity limit within the positive and negative balances in the Parent Group companies’ current accounts.

As at the date of the annex to the Overdraft Agreement, the sub-limit for Grupa Azoty Puławy and its subsidiaries was set at PLN 53m.

The Parent is liable to repay all amounts due under the Overdraft Agreement, and each of the Group Companies is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to it.

The Bank’s claims under the Overdraft Agreement are secured with sureties in an aggregate amount of up to PLN 372m (i.e. 120% of the facility amount) granted under a surety agreement made on June 29th 2018 by the Group Companies (Grupa Azoty Puławy, Grupa Azoty Zakłady Chemiczne Police S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.), covering the Parent’s liabilities under the Overdraft Agreement. The share of each surety provider in the aggregate surety amount referred to above is not more than one-third (1/3) of 120% of the facility amount, i.e. not more than PLN 124m.

The surety agreement supersedes the existing surety agreement to the Overdraft Agreement of September 20th 2016.

The facility bears interest at an annual rate equal to the reference rate 1M WIBOR plus the Bank’s margin.

The MPCF Agreement and the Overdraft Agreement also include provisions which impose certain restrictions on the Parent and surety providers, concerning for instance disposal and encumbering of their material assets, granting loans and guarantees, paying dividends, and incurring financial liabilities above the consolidated net debt to EBITDA ratios agreed with the lenders, which have been made consistent with the provisions of the revolving credit facility agreement of April 23rd 2015, amended under the Amending Agreement of June 29th 2018 (see Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018).

The annexes to the MPCF Agreement and the Overdraft Agreement are part of a long-term financing package designed to finance general corporate needs and to ensure security of financing for companies of the Parent Group through the umbrella nature of limit allocation and actual intra-Group redistribution.

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).  

19/2018
29.06.2018
Current Report No. 19/2018 Subject: Provision of surety to credit facility agreement
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Current Report No. 19/2018 Subject: Provision of surety to credit facility agreement Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”) announces that in connection with an agreement amending and modifying the revolving credit facility agreement of April 23rd 2015 (the “Facility”, the “Facility Agreement”), concluded on June 29th 2018 between Grupa Azoty S.A. (the parent of Grupa Azoty Puławy; the “Parent”) and Powszechna Kasa Oszczędności Bank Polski S.A. (“PKO BP S.A.”), Bank Gospodarstwa Krajowego, Bank Zachodni WBK S.A. and ING Bank Śląski S.A. (the “Lenders”), a surety agreement securing the Lenders’ claims under the Facility was concluded between PKO BP S.A. (as the facility agent, representing also the other Lenders), the Parent, and the Parent’s key subsidiaries (Grupa Azoty Puławy, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A.) as surety providers (the “Surety Providers”).

The amount of surety provided by each Surety Provider, including Grupa Azoty Puławy, was set at no more than PLN 1,200,000,000 (one billion, two hundred million złoty). The Surety Providers’ liabilities under the surety agreement are several and not joint.

The surety expires on the expiry of the security term, which ends upon repayment of debt under the Facility Agreement, concluded for up to seven years as of the amending agreement date. In addition, Grupa Azoty Puławy will submit a statement on voluntary submission to enforcement under the provided surety, up to an amount equal to 100% of its surety.

The surety agreement supersedes the existing surety agreement to the Facility Agreement of April 23rd 2015, as announced by Grupa Azoty Puławy in Current Report No. 17/2015 of April 23rd 2015.

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

18/2018
28.06.2018
Current Report No. 18/2018 Subject: Registration of amendments to Articles of Association of Grupa Azoty Zakłady Azotowe Puławy
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Subject: Registration of amendments to Articles of Association of Grupa Azoty Zakłady Azotowe Puławy

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it was notified that on June 25th 2018 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. 28 of the Annual General Meeting of June 6th 2018 and published in Current Report No. 16/2018.

Subject: Registration of amendments to Articles of Association of Grupa Azoty Zakłady Azotowe Puławy

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it was notified that on June 25th 2018 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. 28 of the Annual General Meeting of June 6th 2018 and published in Current Report No. 16/2018.
The Management Board publishes, attached hereto, the existing text of the Articles of Association and the amendments approved by the Company’s Annual General Meeting on June 6th 2018. The consolidated text of the Articles of Association prepared by the Company is also attached hereto.

Appendices:

Amendments to the Articles of Association adopted by the AGM on June 6th 2018

17/2018
08.06.2018
Current Report No. 17/2018 Subject: Shareholders holding 5% or more of total voting rights at Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 6th 2018
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Subject: Shareholders holding 5% or more of total voting rights at Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 6th 2018 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 6th 2018, 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: 99.97%

- 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 2018, item 512, as amended).  

16/2018
06.06.2018
Current Report No. 16/2018 Subject: Resolutions discussed at Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 6th 2018
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Subject: Resolutions discussed at Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 6th 2018

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 6th 2018, together with the results of voting on the resolutions.

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.

The documents being the subject of Resolutions No. 4, 5, and 6 voted on at the Annual General Meeting were published by the Company on April 19th 2018 along with its separate and consolidated full-year reports and were also made available on the Company’s website at https://www.pulawy.com/201-walne-zgromadzenie.
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).

15/2018
06.06.2018
Current Report No. 15/2018 Subject: Draft resolution submitted by shareholder at Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 6th 2018
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Subject: Draft resolution submitted by shareholder at Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 6th 2018 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, a draft resolution on allocation of profit, submitted by Grupa Azoty S.A., a Company shareholder, at the Annual General Meeting on June 6th 2018.

Legal basis: Par. 19.1.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).  

14/2018
06.06.2018
Current Report No. 14/2018 Subject: Distribution of dividend for 2017 Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
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Subject: Distribution of dividend for 2017 Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information Contents: Further to Current Report No. 9/2018 of April 27th 2018 and Current Report No. 10/2018 of May 10th 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 6th 2018 the Annual General Meeting passed a resolution to distribute the dividend for 2017.

1. The amount to be paid as dividend is PLN 85,252,900.00.

2. Dividend per share is PLN 4.46.

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

4. The dividend record date is June 13th 2018.

5. The dividend payment date is June 27th 2018. Legal basis: Par. 19.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).  

13/2018
17.05.2018
Current Report No. 13/2018 Subject: Draft resolution proposed by shareholder for Annual General Meeting convened for June 6th 2018
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Subject: Draft resolution proposed by shareholder for Annual General Meeting convened for June 6th 2018

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Further to Current Report No. 11/2018 of May 10th 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 16th 2018 it received a draft resolution proposed by the State Treasury, as the Company shareholder, pursuant to Art. 42.8 of the Company’s Articles of Association, concerning matters included on the agenda of the Annual General Meeting convened for June 6th 2018. The draft resolution, concerning item 11 of the agenda (“Adoption of a resolution to amend the Company’s Articles of Association”) is attached as an appendix to this report.

Further, the Company publishes a list of proposed amendments to the Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A., including amendments referred to above and those announced in Current Report No. 11/2018 of May 10th 2018.

Legal basis: Par. 19.1.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Appendices:

Proposed amendments to the Articles of Association

12/2018
10.05.2018
Current Report No. 12/2018 Subject: Draft resolutions for Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for June 6th 2018
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Subject: Draft resolutions for Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for June 6th 2018

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 6th 2018.

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).  

11/2018
10.05.2018
Current Report No. 11/2018 Subject: Notice of Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy
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Subject: Notice of Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) convenes an Annual General Meeting to be held at the Company’s offices at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11 am on June 6th 2018, as specified in the notice appended to this report.

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

10/2018
10.05.2018
Current Report No. 10/2018 Subject: Supervisory Board’s resolution on allocation of Grupa Azoty Zakłady Azotowe Puławy’s profit for 2017
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Subject: Supervisory Board’s resolution on allocation of Grupa Azoty Zakłady Azotowe Puławy’s profit for 2017 Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 9/2018 of April 27th 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (The “Company”) announces that on May 10th 2018 the Company’s Supervisory Board issued a positive opinion on the Management Board’s recommendation to the Annual General Meeting that the 2017 net profit of PLN 284,080,666.29 be allocated in the following way:

1. That PLN 170,537,566.29 be excluded from distribution to shareholders and transferred to statutory reserve funds;

2. That PLN 113,543,100.00 be distributed to shareholders as a dividend of PLN 5.94 per share;

3. That the dividend record date be June 13th 2018;

4. That the dividend payment date be June 27th 2018.

The final decision on the allocation of profit for 2017 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 12 June 2014, No. L 173/1, as amended).  

9/2018
27.04.2018
Current Report No. 9/2018 Subject: Management Board’s recommendation on allocation of profit for 2017
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Subject: Management Board’s recommendation on allocation of profit for 2017

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 27th 2018 it passed a resolution to propose to the Annual General Meeting that the 2017 net profit of PLN 284,080,666.29 be allocated in the following way:

1. That PLN 170,537,566.29 be excluded from distribution to shareholders and transferred to statutory reserve funds;

2. That PLN 113,543,100.00 be distributed to shareholders as a dividend of PLN 5.94 per share.

The Company’s Management Board proposes June 13th 2018 as the dividend record date and June 27th 2018 as the dividend payment date.

In accordance with Art. 382.3 of the Commercial Companies Code, this recommendation will be submitted to the Company’s Supervisory Board for assessment. The final decision on the allocation of profit for 2017 will be made by the Annual General Meeting.

Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).  

8/2018
04.04.2018
Current Report No. 8/2018 Subject: Grupa Azoty Puławy Group’s estimated key consolidated financial data for 2017
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Subject: Grupa Azoty Puławy Group’s estimated key consolidated financial data for 2017

Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the Grupa Azoty Puławy Group’s estimated key consolidated financial data for 2017:

Revenue: PLN 3,491m

EBITDA: PLN 498m

EBITDA net of one-off items: PLN 520m

Net profit/(loss): PLN 258m

The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are initial estimates, subject to revision. The consolidated full-year report for 2017 will be issued on April 19th 2018, as announced by the Company in Current Report No. 7/2018 of March 29th 2018.

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

7/2018
29.03.2018
Current Report No. 7/2018 Subject: Change of release date for separate and consolidated annual reports for 2017
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Subject: Change of release date for separate and consolidated annual reports for 2017 Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information Contents: Further to Current Report No. 1/2018 dated January 16th 2018, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the release date for the separate and consolidated annual reports for 2017 has been changed. These reports will be issued on April 19th 2018, instead of April 5th 2018, as previously announced.

Accordingly, the Company Management Board announces the updated release dates for the full-year and interim results in 2018:

1. First and third quarter interim results:

- complete consolidated report for Q1 2018 – May 10th 2018

- complete consolidated report for Q3 2018 – November 8th 2018

2. Half-year interim results:

- complete consolidated semi-annual report for H1 2018 – August 28th 2018

3. Full-year results:

- separate annual report for 2017 – April 19th 2018

- consolidated annual report for 2017 – April 19th 2018.

Legal basis: Par. 103.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)  

6/2018
26.02.2018
Current Report No. 6/2018 Subject: Extension of cooperation with Lubelski Węgiel Bogdanka S.A.
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Subject: Extension of cooperation with Lubelski Węgiel Bogdanka S.A. Legal basis: Art. 17.1 of MAR – Inside information Contents: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) announces that on February 26th 2018 an annex (the “Annex”) was signed to the Long-Term Thermal Coal Supply Agreement executed between the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”).

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

Under the Annex:

- the term of the Agreement was extended until December 31st 2022 (previously: December 31st 2021),

- the volumes of thermal coal to be supplied in 2022 were specified,

- the volumes to be supplied in 2019–2021 were increased.

Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2022 is estimated at PLN 1,340m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 22.40% more than disclosed in Current Report No. 35/2017 of October 10th 2017). Of that amount, approximately PLN 577m (VAT exclusive) is attributable to 2018−2022. Coal supplies under the Annex are intended for the Company’s CHP plant.

The other terms of the Agreement remain unchanged and do not differ from standard terms used in agreements of such type. The Company Management Board considers the above information to be significant due to the extension of cooperation with Lubelski Węgiel Bogdanka S.A. and significant change in the value of the Agreement. Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company at low transport costs due to the proximity of the Bogdanka mine to the Company’s plant.

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

5/2018
30.01.2018
Current Report No. 5/2018 Subject: Decisions regarding investment project – construction of power generating unit in Puławy
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Subject: Decisions regarding investment project – construction of power generating unit in Puławy Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 14/2017 of March 31st 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(“Grupa Azoty PUŁAWY”) announces that on January 30th 2018 Elektrownia Puławy Sp. z o.o. (a subsidiary of Grupa Azoty PUŁAWY), which is in charge of the procedure to select a general contractor (who will also prepare the proposed development’s design for planning permission purposes) for the project involving the construction of a hard coal-fired power generating unit, approved the project specifications described in the Terms of Reference and decided to launch the tender procedure.

The new 100 MWe coal-fired unit will be built on the premises of the Company’s CHP plant, with which it will be closely integrated. The assumed project budget is approximately PLN 890m. The unit is scheduled to be placed in regular operation by the end of 2021. The coal-fired unit concept is suited to Grupa Azoty PUŁAWY’s actual production and development needs.

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).  

4/2018
25.01.2018
Current Report No. 4/2018 Subject: Appointment of Grupa Azoty Zakłady Azotowe Puławy Management Board member
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Subject: Appointment of Grupa Azoty Zakłady Azotowe Puławy Management Board member 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 January 25th 2018 the Company Supervisory Board appointed Anna Zarzycka-Rzepecka as Vice President of the Management Board for the joint term of office commenced April 5th 2016.

The Supervisory Board’s resolution on the appointment became effective as of its date.

A brief description of the newly appointed member’s educational background, qualifications, previously held positions and employment record is attached to this current report.

The Management Board further announces that the newly appointed member of the Management Board has submitted representations to the effect that she is not engaged in any activities competing with the Company’s business and that she is not a partner in any competing partnership under civil law or another type of partnership nor a member of the governing bodies of companies or of any other competing legal persons.

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

Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).  

3/2018
25.01.2018
Current Report No. 3/2018 Subject: Removal of Grupa Azoty Zakłady Azotowe Puławy Management Board member
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Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that at its meeting held on January 25th 2018 the Company Supervisory Board passed a resolution to remove Paweł Owczarski as Vice President of the Company Management Board.

The resolution became effective as of its date.

Legal basis:

Par. 5.1.21 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)  

2/2018
25.01.2018
Current Report No. 2/2018 Subject: Execution of guarantee agreement with European Investment Bank
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Subject: Execution of guarantee agreement with European Investment Bank Legal basis: Art. 17.1 of MAR – Inside information Contents: Further to Current Report No. 2/2018 of January 25th 2018 issued by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Azotowe Puławy S.A.; the “Parent” or the “Borrower”), the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(“Grupa Azoty Puławy”) announces that in connection with the long-term loan agreement concluded on January 25th 2018 between Grupa Azoty S.A. and the European Investment Bank based in Luxembourg (“EIB”), a guarantee agreement was executed between the EIB and the Parent’s subsidiaries, including: Grupa Azoty Puławy, Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., acting as guarantors.

The guarantee was provided for the benefit of the EIB, to secure repayment under the loan agreement providing for financing of up to EUR 145,000,000 (the “EIB Agreement”), which is an integral part of Grupa Azoty’s long-term financing package intended to finance its general corporate needs, including the Group’s strategy, capex programme, research and development work.

The maximum amount of the guarantee provided by each guarantor, including Grupa Azoty Puławy, was set at EUR 58,000,000, i.e. EUR 174,000,000 in total.

Each guarantor is severally liable for the Borrower’s obligations up to its agreed maximum liability amount (guarantee amount). If the Borrower fails to satisfy its obligations under the EIB Agreement, the EIB may seek payment of any outstanding amounts by the guarantors.

The guarantee expires upon the expiry of the security term, which ends upon repayment of the debt under the EIB Agreement, concluded for a period of ten years from the first disbursement, with a repayment schedule providing for quarterly payments starting within three years of the first disbursement.

The guarantee was provided on an arm’s length basis, for appropriate consideration.

The other terms of the guarantee agreement with EIB do not differ from standard terms used in agreements of such type.

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

1/2018
16.01.2018
Current Report No. 1/2018 Subject: Release dates for periodic reports in 2018
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Subject: Release dates for periodic reports in 2018 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”) will release its 2017 full-year results and 2018 interim results as per the following schedule:

1. First and third quarter interim results:

- complete consolidated report for Q1 2018 – May 10th 2018

- complete consolidated report for Q3 2018 – November 8th 2018

2. Half-year interim results:

- complete consolidated semi-annual report for H1 2018 – August 28th 2018

3. Full-year results:

- separate annual report for 2017 – April 5th 2018

- consolidated annual report for 2017 – April 5th 2018.

The Management Board also announces that, in accordance with Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133) (the “Regulation”), the Company will not publish separate quarterly reports. Consolidated quarterly reports will include quarterly condensed consolidated financial statements and quarterly financial information.

Furthermore, acting in accordance with Par. 101.2 of the Regulation, the Company will not publish a quarterly report or a consolidated quarterly report for the last quarter of 2017 or the second quarter of 2018,

nor will it publish a separate semi-annual report as permitted by Par. 83.3 of the Regulation.

Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).  

35/2017
10.10.2017
Current Report No. 35/2017 Subject: Continuation of cooperation with Lubelski Węgiel Bogdanka S.A.
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Subject: Continuation of cooperation with Lubelski Węgiel Bogdanka S.A.

Legal basis: Art. 17.1 of MAR – Inside information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on October 10th 2017 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 the supply (sale) of thermal coal to the Company. The Annex specifies new terms of the supply during the term of the Agreement: - the price and volume of thermal coal to be supplied in 2018, - the volume of thermal coal to be supplied in 2019-2021; the price applicable in the individual years will be determined by negotiation or based on a price formula taking into account market prices. Following the execution of the Annex, the total value of the agreement from its execution date to December 31st 2021 is currently estimated at PLN 1,095m (VAT exclusive), without accounting for any increases, deviations and tolerance. Of that amount, approximately PLN 333m (VAT exclusive) is attributable to 2018−2021, with prices and volumes higher than those defined in the previous annex to the Agreement, announced by the Company in Current Report No. 28/2016 of December 6th 2016. Coal supplies provided for in the Annex are intended for the Company’s CHP plant, and do not include the demand associated with the plans to construct a new coal-fired unit. The other terms of the Agreement remain unchanged and do not differ from standard terms used in agreements of such type. The Management Board of the Company considers the above information to be significant due to the continuation of cooperation with Lubelski Węgiel Bogdanka S.A. and significant change in the value of the Agreement. Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company at low transport costs due to the proximity of the Bogdanka mine to the Company’s plants. Following the execution of the Annex, in 2018 Lubelski Węgiel Bogdanka S.A. will be covering more than 70% of the coal requirement of the Company’s CHP plant. Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).

 

34/2017
04.08.2017
Current Report No. 34/2017 Recognition of impairment loss by subsidiary
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Subject: Recognition of impairment loss by subsidiary

Legal basis: Art. 17.1 of MAR – Inside information

Contents: Further to Current Report No. 2/2016 of February 8th 2016 and No. 9/2017 of February 13th 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the anticipated effect of a one-off non-cash event on the H1 2017 separate financial statements of its subsidiary Zakłady Azotowe Chorzów S.A. and on the H1 2017 financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A. On August 4th 2017, the Management Board of Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) adopted a resolution to recognise a PLN 14.7m impairment loss on the fat processing unit. In accordance with IAS 36, the Management Board identified indications of potential decrease in the recoverable amount of these assets below their carrying amounts. The Subsidiary still fails to utilise full capacity of the fat processing unit. Despite the recent increase in the weighted average sale price of main oleochemical products, prices of liquid animal fat (the key raw material) remain high, which significantly limits the ability to generate positive cash flows from sales of stearin and other oleochemicals. Having considered these indications, the Management Board tested property, plant and equipment and intangible assets for impairment, which confirmed the validity of recognising another impairment loss on the fat processing unit. The first impairment loss (PLN -18.4m) was recognised in the 2015 financial statements, and the second impairment loss (PLN -10.0m) was recognised in the 2016 financial statements of the Subsidiary. The current impairment loss of PLN -14.7m will be recognised in the Subsidiary’s financial statements for the first half of 2017 prepared as at June 30th 2017. The effect of the impairment recognition on the H1 2017 consolidated EBIT of Grupa Azoty Zakłady Azotowe Puławy S.A. is PLN 14.7m. As a result of recognition by the Company of an impairment loss on the Zakłady Azotowe Chorzów S.A. shares, the separate financial result of the Company for the first half of 2017 will be reduced by PLN 11.9m (adjusted for deferred tax). As the Company’s financial statements are currently being audited, the above amounts are not final and may be subject to change. The half-year report of Grupa Azoty Zakładu Azotowe Puławy S.A. will be published on August 24th 2017. Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).

 

33/2017
21.07.2017
Current Report No. 33/2017 Registration of amendments to Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Subject: Registration of amendments to Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A.

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Further to Current Report No. 30/2017 of June 30th 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it was notified that on July 20th 2017 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. 37 of the Annual General Meeting of June 30th 2017 and published in Current Report No. 29/2017. The Management Board publishes, attached hereto, the existing text of the Articles of Association and the amendments approved by the Company’s Annual General Meeting on June 30th 2017. Legal basis: Par. 38.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133). Appendices: Amendments to the Articles of Association of the Company adopted by the Annual General Meeting on June 30th 2017

32/2017
11.07.2017
Current Report No. 32/2017 Subject: Adoption of consolidated text of Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A
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Subject: Adoption of consolidated text of Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A

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 July 11th 2017 the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association. This text incorporates the amendments adopted by Resolution No. 37 of the Annual General Meeting of the Company dated June 30th 2017. In the consolidated text of the Articles of Association, editorial changes have also been introduced, consisting in: 1) changes in the numbering of individual units of the text to eliminate deleted items which have not been given new wording, 2) changes (following from the deletions referred to above) in the numbering of items to which other provisions of the Articles of Association refer, 3) punctuation changes necessary after adding new items in the enumerations (catalogues) contained in the amended provisions of the Articles of Association. The Company publishes the consolidated text of the Articles of Association as an appendix to this report. For detailed amendments, see Current Report No. 30/2017 of June 30th 2017. Legal basis: Par. 38.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).

Appendices:

Consolidated text of the Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A.

 

31/2017
04.07.2017
Current Report No. 31/2017 List of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for June 1st 2017 and resumed after adjournment on June 14th and June 30th 2017
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Subject: List of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for June 1st 2017 and resumed after adjournment on June 14th and June 30th 2017

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, a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting (the “AGM”) convened for June 1st 2017 and resumed after an adjournment on June 14th and June 30th 2017, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights. Grupa Azoty S.A. - Number of shares represented at the Annual General Meeting: 18,345,735 - Number of votes held at the Annual General Meeting: 18,345,735 - Percentage share in voting rights represented at the Extraordinary General Meeting: 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 2016, item 1639, as amended).

30/2017
30.06.2017
Current Report No. 30/2017 Amendments to Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A
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Subject: Amendments to Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Annual General Meeting of the Company, resumed after adjournment on June 30th 2017, passed a resolution to amend the Company’s Articles of Association. The adopted amendments are attached as an appendix to this report. The resolution of the Annual General Meeting on amendments to the Articles of Association will come into force as of its date, with effect as of the date of registration of the amendments in the Business Register of the National Court Register. Legal basis: Par. 38.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).

Appendices: Amendments to the Articles of Association 

 

29/2017
30.06.2017
Current Report No. 29/2017 Draft resolution submitted by shareholder and resolution passed by the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of June 30th 2017
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Subject: Draft resolution submitted by shareholder and resolution passed by the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of June 30th 2017

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

28/2017
21.06.2017
Current Report No. 28/2017 Execution of individual contracts with Polskie Górnictwo Naftowe i Gazownictwo S.A.
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Subject: Execution of individual contracts with Polskie Górnictwo Naftowe i Gazownictwo S.A.

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information Contents: Further to Current Report No. 18/2016 of April 13th 2016, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 21st 2017 the Company, its parent Grupa Azoty S.A. and the following Group companies: Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., Grupa Azoty Kopalnie and Zakłady Chemiczne Siarki Siarkopol S.A. (jointly referred to as the “Customers”) concluded bilateral contracts (the “Individual Contracts”) under the framework agreement for gas fuel supply of April 13th 2016 with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”). Under the contracts, PGNiG S.A. is to supply gas fuel from October 1st 2018 to September 30th 2020, with an option to extend the contract term until September 30th 2022. The execution of the Individual Contracts involved the termination, as of September 30th 2018, of the existing bilateral contracts executed on April 13th 2016 between the Grupa Azoty Group companies and PGNiG. It is the Parties’ intention that the Individual Contracts concluded by the Grupa Azoty Group companies be treated as inseparable elements of the transaction, with joint settlement of the contractual volumes during the term of the contracts. PGNiG S.A. will continue as a strategic supplier of gas to the Company, and the Individual Contracts will cover approximately 80% of the Company’s total demand for natural gas. The value of the Individual Contract executed between the Company and PGNiG S.A. over its four-year term is estimated at PLN 3.2bn. The applied pricing formula is based on market gas price indices. Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).

27/2017
20.06.2017
Current Report No. 27/2017 Appointment of qualified auditor of financial statements
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Subject: Appointment of qualified auditor of financial statements

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 20th 2017 the Company’s Supervisory Board, acting pursuant to Art. 33.1.10 of the Company’s Articles of Association, appointed a qualified auditor to review and audit the Company’s financial statements, and specifically to review audit separate financial statements of the Company and consolidated financial statements of the Company’s Group for financial years 2017, 2018, and 2019. The entity appointed to perform the above reviews and audits is Ernst & Young Audyt Polska Spółka z ograniczoną odpowiedzialnością sp. k., with its registered office at Rondo ONZ 1, Warsaw, Poland. Ernst & Young Audyt Polska Spółka z ograniczoną odpowiedzialnością sp. k. is entered in the list of qualified auditors of financial statements under Reg. No. 130. Before the appointment, the Company had not used the services of Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. k. of Warsaw. The Company has engaged other entities from the Ernst & Young Group, in particular to provide business consultancy services. The Supervisory Board has authorised the Company’s Management Board to execute a contract, covering financial years 2017, 2018 and 2019, for auditing and reviewing separate financial statements of the Company and consolidated financial statements of its Group. Legal basis: Par. 5.1.19 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)

26/2017
14.06.2017
Current Report No. 26/2017 Adjournment of Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Subject: Adjournment of Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A.

Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information

Contents: Further to Current Report No. 22/2017 dated June 1st 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Annual General Meeting of the Company, resumed after an adjournment on June 14th 2017, resolved to extend the break in the Annual General Meeting until 11:00am on June 30th 2017. The Annual General Meeting will resume at the Company’s registered office (Executive Offices, room 16), at Aleja Tysiąclecia Państwa Polskiego 13, Puławy. On June 14th 2017, the Annual General Meeting of the Company passed only a resolution to adjourn the General Meeting, attached as an appendix to this report. Legal basis: Par. 38.1.6 and Par. 38.1.7 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).

Appendices:

  • Resolution passed by the Annual General Meeting on June 14th 2017
24/2017
02.06.2017
Current Report No. 24/2017 Resolutions adopted by the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 1st 2017
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Subject: Resolutions adopted by the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 1st 2017 Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (‘Company’) publishes, attached to this report, the text of the resolutions adopted before the adjournment of the Annual General Meeting held on June 1st 2017. Legal basis: Par. 38.1.7 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended) Appendices: • Resolutions adopted by the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on June 1st 2017

23/2017
02.06.2017
Current Report No. 23/2017 Draft resolutions proposed during the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on June 1st 2017
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Subject: Draft resolutions proposed during the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on June 1st 2017 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (‘Company’) publishes, attached to this report, the draft resolutions submitted by shareholders during the Annual General Meeting held on June 1st 2017: 1. Draft resolution submitted by a shareholder (Grupa Azoty S.A.), concerning item 10 of the agenda, i.e. “Adoption of resolution on allocation of net profit for the financial year January 1st−December 31st 2016 and on the dividend record date and dividend payment date”. 2. Draft resolution submitted by a shareholder (State Treasury), concerning item 12 of the agenda, i.e. “Amendments to the Company’s Articles of Association”. This draft resolution was put to vote on June 1st 2017, and will be considered by the Annual General Meeting after the proceedings are resumed on June 14th 2017. Legal basis: Par. 38.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended). Appendices:

  • draft resolution of Grupa Azoty SA
  • draft resolution of State Treasury

 

22/2017
02.06.2017
Current Report No. 22/2017 Adjournment of the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A
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Subject: Adjournment of the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (‘Company’) announces that at the request of the shareholder Grupa Azoty S.A. the Annual General Meeting held on June 1st 2017 passed a resolution to adjourn the General Meeting. The resolution was adopted after considering item 11 of the agenda and presentation by a shareholder (State Treasury) of a draft resolution concerning item 12 of the agenda, i.e. “Amendments to the Company’s Articles of Association”. Proceedings of the Annual General Meeting will be resumed on June 14th 2017 at 11.00 am at the Company’s registered office (Executive Offices, Room 16) at Aleja Tysiąclecia Państwa Polskiego 13, 24-110 Puławy. Legal basis: Par. 38.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).

21/2017
02.06.2017
Current Report No. 21/2017 Appointment of Supervisory Board Members for new term of office
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Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (‘Company’) announces that on June 1st 2017, pursuant to resolutions passed by the Company’s Annual General Meeting, and in accordance with Art. 55.6) of the Company’s Articles of Association, the following persons were appointed to the Supervisory Board of the ninth joint term of office: 1) Mr Grzegorz Mandziarz, as Supervisory Board member appointed by the employees 2) Mr Jacek Wójtowicz, as Supervisory Board member appointed by the employees 3) Mr Maciej Marzec 4) Mr Wiktor Cwynar, PhD 5) Mr Krzysztof Bednarz, PhD. On the same day, the Company received a statement from the Minister of Development and Finance, acting pursuant to Art. 35.1 of the Articles of Association, on appointment of Mr Jacek Nieścior, as representative of the State Treasury, to the Supervisory Board of the ninth joint term of office. The new term commences on the date of the Annual General Meeting which approves the Company’s financial statements for 2016. The Annual General Meeting appointed Mr Jacek Nieścior to serve as Chairman of the Supervisory Board. The Management Board further reports that the appointed persons, i.e. Chairman 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 partners in any competing partnership under civil law or another type of partnership, nor members of a governing body of a corporation or of any other competing legal person. The representations also contain statements that the Chairman and Members of the Supervisory Board of the ninth 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 Supervisory Board are attached to this current report. Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).  

14/2017
31.03.2017
Current Report No. 14/2017 Decisions concerning PUŁAWY Power Plant
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Decisions concerning PUŁAWY Power Plant Legal basis: Art. 17.1 of MAR – Inside information Text of the report: Further to Current Report No. 21/2015 of May 25th 2015, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty PUŁAWY” or the “Company”) announces that on March 31st 2017 Elektrownia Puławy Sp. z o.o. (Grupa Azoty PUŁAWY‘s subsidiary), conducting the tender procedure for selection of the general contractor for the ‘Construction of a 400 MWe CCGT unit’ project, resolved not to select any bid and to close the procedure. In accordance with resolutions of the Management and Supervisory Boards of Grupa Azoty PUŁAWY of March 31st 2017, the project providing for the construction of a CCGT unit will be discontinued. On the same day, the Company’s Supervisory Board gave the Management Board a general authorisation to take steps connected with the preparation of an investment project that would provide for the construction of a hard coal-fired generating unit, including in particular conceptual and analytical work, followed by development of the Terms of Reference (documentation for the purposes of the contractor selection procedure). Such unit, tailored to the Company’s needs, would secure electricity and heat supplies to Grupa Azoty PUŁAWY. 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).

13/2017
22.02.2017
Current Report No. 13/2017 Resignation of member of Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Subject: Resignation of member of Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on February 21st 2017 Mr Zbigniew Dżugaj resigned from his position on the Company’s Supervisory Board. The reason for his resignation is that the Supervisory Board of PGE Dystrybucja S.A., in which Mr Dżugaj serves as Vice President

of the Management Board for Corporate Affairs, refused its consent to his serving on the Company’s Supervisory Board.

Legal basis: Par. 5.1.21 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)

 

12/2017
21.02.2017
Current Report No. 12/2017 List of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February 10th 2017 and resumed after adjournment on February 17th 2017
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List of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February

10th 2017 and resumed after adjournment on February 17th 2017 Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding more than 5% or more of total voting rights at GM Text of the report: 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 convened for February 10th 2017 and resumed after an adjournment on February 17th 2017, specifying the number of votes conferred by the shares held by each shareholder and their percentage shares in the votes represented at that Extraordinary General Meeting and in total voting rights:

Grupa Azoty S.A.

- Number of shares at the Extraordinary General Meeting: 18,345,735

- Number of votes at the Extraordinary General Meeting: 18,345,735

- Percentage share in the votes represented at the Extraordinary General Meeting: 99.97%

- Percentage of 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 2016, item 1639, as amended).   Audit committee According to Art. 11.1 and Art. 11.8 of the Rules of Procedure for the Supervisory Board, if the Supervisory Board consists of more than five members, it appoints an Audit Committee from among its members. If no Audit Committee is appointed, its functions are performed by the Supervisory Board.

Following the resignation of Mr Zbigniew Dżugaj, with effect from February 21st 2017, the Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A. consists of five members and, pursuant to Art. 11.1 and Art. 11.8 of the Rules of Procedure for the Supervisory Board, performs the functions of the Audit Committee.

11/2017
17.02.2017
Current Report No. 11/2017 Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on February 17th 2017
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Subject: Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on February 17th 2017

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: Further to Current Report No. 6/2017 dated February 10th 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, texts of the resolutions adopted at the Extraordinary General Meeting on February 17th 2017.

Legal basis: Par. 38.1.7 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)

Appendices:

Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on February 17th 2017

10/2017
17.02.2017
Current Report No. 10/2017 Changes in the Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Subject: Changes in the Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on February 17th 2017, on the basis of resolutions of the Company’s Extraordinary General Meeting:

- Mr Janusz Cendrowski, serving as Chairman of the Company’s Supervisory Board, and Mr Leszek Lewicki were removed from the Supervisory Board of the 8th term of office,

- Mr Zbigniew Dżugaj and Mr Paweł Mortas were appointed to the Supervisory Board of the 8th term of office,

- Mr Jacek Nieścior, previously serving as Deputy Chairman of the Supervisory Board, was appointed Chairman of the Supervisory Board of the 8th term of office.

Resolutions to appoint and remove members of the Company’s Supervisory Board of the 8th term of office, and to appoint the Chairman of the Supervisory Board, took effect on their date.

Mr Paweł Mortas has submitted a representation to the effect that he is not engaged in any activity competing with the Company’s business, and that he is not a partner in any competing partnership under civil law or another type of partnership, or a member of a governing body of a corporation or of any other competing legal entity. The representation also contains a statement by Mr Paweł Mortas to the effect that he is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Mr Zbigniew Dżugaj has submitted a representation to the effect that he is engaged in activities competing with the Company’s business with respect to distribution of electricity and that he is a member of a governing body of a competing corporation as Vice President of the Management Board, Corporate Affairs, at PGE Dystrybucja S.A. The representation also contains a statement by Mr Zbigniew Dżugaj to the effect that he is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

A brief description of the newly appointed Supervisory Board members’ educational background, qualifications, previously held positions and employment record are attached to this current report.

Legal basis: Par. 5.1.21 and 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)

Appendices:

CV_Pawel_Mortas

CV_Zbigniew_Dzugaj

9/2017
14.02.2017
Current Report No. 9/2017 Recognition of impairment loss by subsidiary
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Recognition of impairment loss by subsidiary    Legal basis: Art. 17.1 of MAR – Inside information   Text of the report: Further to Current Report No. 2/2016 of February 8th 2016, 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 2016 separate financial statements of its subsidiary Zakłady Azotowe Chorzów S.A. and on the 2016 consolidated financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A.   On February 13th 2017, the Management Board of Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) adopted a resolution to recognise a PLN 10m impairment loss on the fat processing unit. In accordance with IAS 36, the Management Board identified indications of potential decrease in the recoverable amount of these assets below their carrying amounts. The Subsidiary still fails to utilise full capacity of the fat processing unit. Despite the recent increase in the weighted average sale price of main oleochemical products, prices of liquid animal fat (the key raw material) remain high, which significantly limits the ability to generate positive cash flows from sales of stearin and other oleochemicals.   Having considered these indications, the Management Board tested property, plant and equipment and intangible assets for impairment, which confirmed the validity of recognising another impairment loss on the fat processing unit. The first impairment loss (PLN -18.4m) was recognised in the 2015 financial statements, and the current loss, amounting to PLN -10.0m, will be recognised in the Subsidiary’s 2016 financial statements.    The effect of the impairment recognition on the 2016 consolidated EBIT of the Grupa Azoty Puławy Group is PLN -10.7m, including PLN -0.7m resulting from the valuation of the Subsidiary’s assets as at the date of acquisition of the Subsidiary by the Company.    The impairment loss on assets (the fat processing unit) will have no effect on the Company’s separate results. As the Company’s financial statements are currently being audited, the above amounts are not final and may be subject to change. The full-year report of Grupa Azoty Zakładu Azotowe Puławy S.A. will be published on March 16th 2017.   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).  

8/2017
13.02.2017
Current Report No. 8/2017 Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on February 10th 2017
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Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on February 10th 2017    Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information   Text of the report: Further to Current Reports No. 6/2017 and 7/2017 dated February 10th 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, texts of resolutions adopted at the Extraordinary General Meeting of February 10th 2017 before adjournment.    Legal basis: Par. 38.1.7 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)  

7/2017
13.02.2017
Current Report No. 7/2017 Change of agenda and draft resolution proposed during the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on February 10th 2017
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Change of agenda and draft resolution proposed during the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on February 10th 2017    Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information   Text of the report: Further to Current Report No. 6/2017 dated February 10th 2017, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that before the General Meeting was adjourned a representative of the shareholder Grupa Azoty S.A. proposed to change the agenda of the Extraordinary General Meeting by removing item 8, concerning adoption of a resolution to amend the Company’s Articles of Association, and making item 5, concerning change in the composition of the Company’s Supervisory Board, the last but one item of the agenda, as well as by appropriately changing the numbering in the amended agenda. Following a vote, the Extraordinary General Meeting resolved to adopt the following agenda:   1. Opening of the Extraordinary General Meeting and appointment of the Chairperson.   2. Confirmation that the Extraordinary General Meeting has been properly convened and has the capacity to adopt resolutions.   3. Adoption of the agenda.   4. Appointment of the Ballot Counting Committee.   5. Adoption of resolutions to determine the rules of remuneration for the Company’s Management Board members.   6. Adoption of resolutions to determine the amounts of remuneration for the Company’s Supervisory Board members.   7. Changes in the composition of the Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.   8. Closing of the Meeting.   The proposal to change the agenda and not to consider the item concerning amendment of the Company’s Articles of Association is supported by valid reasons, in particular by the fact that the shareholder Grupa Azoty S.A. plans to propose wider amendments to the Company’s Articles of Association, reflecting, among others, the provisions of the Act on State Property Management of December 16th 2016. Moreover, at the Extraordinary General Meeting held on February 10th 2017 a representative of the shareholder Grupa Azoty S.A. proposed a draft resolution regarding item 6 of the agenda (adoption of resolutions to determine the amounts of remuneration for the Company’s Supervisory Board members), which is attached as an appendix to this report.    Legal basis: Par. 38.1.4−5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)  

5/2017
07.02.2017
Current Report No. 5/2017 Recognition of impairment loss on shares
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Subject: Recognition of impairment loss on shares

Legal basis: Art. 17.1 of MAR – Inside information

Text of the report: 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 Company’s 2016 separate financial statements. On February 6th 2017, the Management Board resolved to recognise an impairment loss of PLN 18.9m on the Company’s shareholding in the subsidiary Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) due to the negative results posted by the Subsidiary, especially with respect to the fat processing unit.

The effect of the impairment loss on shares in Zakłady Azotowe Chorzów S.A. on the Company’s 2016 separate financial results is as follows:

a) effect on pre-tax profit/loss: PLN - 18.9m

b) effect on net profit/loss: PLN - 15.3m

The impairment loss on shares in Zakłady Azotowe Chorzów S.A. will have no effect on the Company’s consolidated net profit/loss. As the Company’s financial statements are currently being audited, the above amounts are not final and may be subject to change. The full-year report of Grupa Azoty Zakłady Azotowe Puławy S.A. will be published on March 16th 2017.

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).

4/2017
26.01.2017
Current Report No. 4/2017 Notice of full year and interim results in 2016
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Notice of full year and interim results in 2016

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Notice of full year and interim results in 2017

The Management Board of Grupa Azoty Zakłady Azotowe « Puławy »S.A. (“Company”) will announce its 2016 full year results and 2017 interim results as per the following schedule:

1. First and third quarter interim results:

- Q1 2017 extended consolidated report – May 11th 2017

- Q3 2017 extended consolidated report – November 9th 2017

2. Half year interim results:

- H1 2017 extended consolidated report – August 24th 2017

3. Full year results:

- 2016 separate full year report – March 16th 2017

- 2016 consolidated full year report – March 16th 2017

Furthermore, the Company's Management Board announces that no separate (non-consolidated) quarter results will be published by the Company, as permitted under Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133) (the “Regulation”). The consolidated quarter reports will incorporate separate (non-consolidated) quarter condensed consolidated financial statements and quarterly financial information.

Further, the Company will not publish separate and consolidated quarter results for Q2 2017, as permitted under Par. 101.2 of the Regulation.

As the publication date of the 2015 separate full year report and the 2015 consolidated full year report falls on March 11th 2016 (that is within 80 days from the end of the financial year), the Company will not publish quarter results for Q4 2015, as permitted under Par. 102.1 of the Regulation.

Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 83.3 of the Regulation.

Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133).

3/2017
13.01.2017
Current Report No. 3/2017 Draft resolutions for the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February 10th 2017
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Draft resolutions for the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February 10th 2017

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) publishes, in the form of an appendix to this report, draft resolutions to be decided on by the Company’s Extraordinary General Meeting convened for February 10th 2017.  Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)

Appendices:

Draft resolutions for the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February 10th 2017

2/2017
13.01.2017
Current Report No. 2/2017 Notice of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February 10th 2017
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Notice of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February 10th 2017

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the Report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”), acting pursuant to Art. 399.1 and Art. 4021 of the Commercial Companies Code, in connection with a request received on December 29th 2016 from the shareholder Grupa Azoty S.A., submitted under Art. 400.1 of the Commercial Companies Code, and a request submitted by the shareholder State Treasury, dated December 15th 2016 and January 9th 2017, convenes an Extraordinary General Meeting, to be held at the Company’s registered office in Puławy, Aleja Tysiąclecia Państwa Polskiego 13, at 11:00 am on February 10th 2017,

in accordance with the notice appended to this report.

The total number of Grupa Azoty Zakłady Azotowe Puławy S.A. shares is 19,115,000. As at January 12th 2017, the number of votes attached to these shares was 19,115,000.

Legal basis: Par. 38.1.1 and Par 38.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).

Appendices:

Notice of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for February 10th 2017

1/2017
13.01.2017
Current Report No. 1/2017 Changes on the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Changes on the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.

Legal basis:

Art. 56.1.2 of the Public Offering Act − current and periodic information

Text of the report:

The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that at the meeting held on January 12th 2017 the Company’s Supervisory Board passed resolutions to remove Mariusz Bober as President of the Management Board and Zbigniew Gagat as Vice President of the Management Board. The resolutions became effective as of their date.

At the same meeting, the Supervisory Board resolved to appoint Jacek Janiszek as President of the Company’s Management Board for the Management Board’s joint three-year term of office running from April 5th 2016. The resolution became  effective as of its date. Prior to the appointment, Mr Janiszek served as Vice President of the Company’s Management Board.

Legal basis:

Par. 5.1.21 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)

 

28/2016
07.12.2016
Current Report No. 28/2016 Extension of agreement with Lubelski Węgiel Bogdanka S.A.
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Subject: Extension of agreement with Lubelski Węgiel Bogdanka S.A.

Legal basis: Art. 17.1 of MAR – Inside information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on December 6th 2016 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 and the previous annexes were announced by the Company in Current Report No. 3/2009 of January 9th 2009, Current Report No. 52/2009 of November 25th 2009, Current Report No. 42/2011 of December 5th 2011, Current Report No. 59/2012 of December 28th 2012, Current Report No. 35/2013 of June 10th 2013, Current Report No. 27/2014 of December 17th 2014, and Current Report No. 31/2015 of November 25th 2015.

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

The Annex extends the Agreement until the end of 2021 (previously, the Agreement was to expire at the end of 2019) and defines new terms for sale of thermal coal:

- the price and volume of thermal coal to be supplied in 2017, and

- the volume of thermal coal to be supplied in 2018-2021.

The price applicable in the individual years will be determined by negotiation or based on a price formula taking into account market prices.

Following the execution of the Annex, the total value of the Agreement from its execution date until December 31st 2021 is estimated at PLN 1,001m (VAT exclusive), before possible increases, deviations and tolerance. Of that amount, approximately PLN 343m (VAT exclusive) is attributable to 2017-2021 and exceeds 10% of the Company’s equity. The estimated value of the Agreement was calculated based on the price terms applicable in 2017, specified in the Annex.

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

The Agreement makes Lubelski Węgiel Bogdanka S.A. the main coal supplier to the Company’s CHP plant. The Agreement is designed to ensure secure long-term supplies of 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 June 12th 2014, No. L 173/1, as amended).

27/2016
09.11.2016
Current Report No. 27/2016 Removal and appointment of Supervisory Board member
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Subject: Removal and appointment of Supervisory Board member

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Company has received a statement from Minister - Member of the Council of Ministers standing in for the Minister of State Treasury, on the removal of Mr Jakub Troszyński from the Company’s Supervisory Board of the 8th joint term of office, in accordance with Art. 35.1 of the Company’s Articles of Association, with effect from November 3rd 2016, and on appointment of Mr Jacek Nieścior to the Company’s Supervisory Board, with effect from the same date.

Mr Jacek Nieścior’s education, qualifications, previously held positions, and employment history:

Education

since 1995 − legal counsel

1991–1994 − legal counsel apprenticeship at the Regional Chamber of Legal Counsels of Olsztyn

1986–1991 − University of Gdańsk, Faculty of Law and Administration

Employment history

 since September 2003 − owner of Legal Counsel’s Office

February 2003–September 2003 − the Marshall’s Office of Warsaw: Director and Adviser to Antoni Pietkiewicz, Vice Marshall

February 1999–September 2001 − Warsaw Provincial Office: Head of the Office of Antoni Pietkiewicz, Governor of the Province of Warsaw

June 1995–February 1999 − Office of the Capital City of Warsaw

September 1992–June 1995 − Supreme Audit Office in Warsaw: Political Cabinet of Professor

Lech Kaczyński, President of the Supreme Audit Office

April 1991–September 1992 − Municipal Office of Pułtusk

Supervisory Board membership in 1999–2001:

Grodziskie Zakłady Farmaceutyczne POLFA Sp. z o.o. of Grodzisk Mazowiecki

DIPSERVICE w Warszawie S.A.

Stołeczne Przedsiębiorstwo Handlu Wewnętrznego Sp. z o.o.

Huta Lucchini Warszawa Sp. z o.o.

The Management Board further announces that Mr Nieścior has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business, and that he is not a partner in any competing partnership under civil law or another type of partnership, nor a member of a governing body of a corporation or of any other competing legal person.

The representation also contains a statement that Mr Nieścior is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Legal basis: Par. 5.1.21 and Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended)

26/2016
20.09.2016
Current Report No. 26/2016 Execution of annexes to credit facility agreements with PKO BP S.A.
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Current Report No. 26/2016

Subject: Execution of annexes to credit facility agreements with PKO BP S.A.

Legal basis: Art. 17.1 of MAR – Inside information

Text of the report:

Further to Current Report No. 16/2015 of April 23rd 2015, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”, the “Borrower”) announces that on September 20th 2016 the Company, together with Grupa Azoty S.A. (its Parent − the “Parent”) and selected companies of the Parent’s Group (the “Borrowers”, “Group Companies”) executed an annex to a multi-purpose credit facility agreement (“MPCF Agreement”) with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”). Under the annex:

• the facility limit was increased from PLN 237,000,000 to PLN 240,000,000;

• the final availability date was extended from September 30th 2016 to September 30th 2019;

• in addition to the PLN facility, a revolving credit facility denominated in EUR and USD was also made available;

• Grupa Azoty ATT Polymers GmbH, a subsidiary of the Parent, became party to the MPCF Agreement as a new borrower.

Under the MPCF Agreement, the Bank granted each Borrower a revolving facility, and Grupa Azoty ATT Polymers GmbH − a non-revolving facility, to finance the payment of obligations related to their business activities and payments under open documentary letters of credit and bank guarantees issued by the Bank.

The limit made available by the Bank may be used by the individual borrowers in the form of sub-limits established by the Parent. As at the date of the annex, the sub-limit available to Grupa Azoty PUŁAWY was set at PLN 30,000,000. At the Parent’s request, the allocation of sub-limits between the individual borrowers may be changed from time to time during the facility term, provided that the aggregate amount of all sub-limits drawn at any time by the Parent and Group Companies may not exceed the total facility amount.

The Bank’s claims under the MPCF Agreement are secured by sureties granted under a surety agreement made on September 20th 2016 between the Bank and the Parent, with its key subsidiaries (Grupa Azoty Puławy, Grupa Azoty Zakłady Chemiczne Police S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.) as surety providers. The sureties were granted for an aggregate amount of PLN 240,000,000. Each surety provider granted a surety covering the Parent’s liabilities under the MPCF Agreement, with the proviso that the aggregate amount of those sureties does not exceed 120% of the limit amount, that is PLN 288,000,000 in aggregate, at any time during the facility availability period, irrespective of whether new entities become parties to the surety agreement. The share of each surety provider (including Grupa Azoty Puławy) in the aggregate surety amount specified above is one-third (1/3), therefore the amount of surety granted by each surety provider was set at up to PLN 96,000,000.

The surety providers’ liability under the surety agreement is several but not joint.

As of its date, the surety agreement supersedes the previous surety agreement securing the Bank’ claims under the MPCF Agreement of April 23rd 2015.

The surety expires upon expiry of the security term, which ends upon repayment of debt under the MPCF Agreement.

The sureties were provided on arm’s length terms for good consideration. No other financial terms were defined for the surety.

The Parent is liable for repayment of all amounts due under the MPCF Agreement, and Grupa Azoty PUŁAWY is liable for repayment of the amounts due under the facility which were drawn under the sub-limit made available to it.

The MPCF Agreement also includes provisions which impose certain restrictions on the Parent and surety providers, including Grupa Azoty Puławy, concerning disposal of their material assets and encumbering of such assets, provision of loans and guarantees, payment of dividends and incurring of financial liabilities.

The facility bears interest at an annual rate equal to the reference rate 1M WIBOR for the PLN denominated facility, 1M EURIBOR for the EUR denominated facility and 1M LIBOR for the USD denominated facility, plus the Bank’s margin.

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

Further to Current Report No. 16/2015 of April 23rd 2015, the Management Board of Grupa Azoty Puławy also announces that on September 20th 2016 Grupa Azoty Puławy, together with its Parent and selected companies of the Parent’s Group (as borrowers) executed with the Bank an annex to the overdraft facility agreement of October 1st 2010 (“Overdraft Agreement”). Under the annex, the facility limit was increased from PLN 302,000,000 to PLN 310,000,000 and the final availability date was extended from September 30th 2016 to September 30th 2019.

Moreover, starting from October 1st 2016, the Overdraft Agreement will be tied to actual cash pooling at the Bank, which will replace the virtual cash pooling agreement with the Bank, to be terminated as of October 1st 2016. In addition to interest income and expense optimisation available under the existing structure, the new solution will enable the companies of the Parent’s Group to use the Group’s global liquidity limit within the concurrent positive and negative balances in the Parent Group companies’ current accounts used to finance their operations.

The limit made available by the Bank may be used by the individual borrowers in the form of sub-limits established by the Parent. As at the date of the annex, the sub-limit available to Grupa Azoty Puławy was set at PLN 0, and for its subsidiaries jointly at PLN 33,000,000. Sub-limit amounts are each time defined in an allocation instruction submitted by the Parent to the Bank. At the Parent’s request, the allocation of sub-limits between the individual borrowers may be changed from time to time during the facility term, provided that the aggregate amount of all sub-limits drawn at any time by the Parent and Group Companies may not exceed the total facility amount.

The Bank’s claims under the Overdraft Agreement are secured by sureties granted under a surety agreement made on September 20th 2016 between the Bank and the Parent, with its subsidiaries (Grupa Azoty Puławy, Grupa Azoty Zakłady Chemiczne Police S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.) as surety providers. The sureties were granted for an aggregate amount of PLN 310,000,000. Each surety provider granted a surety covering the Parent’s liabilities under the Overdraft Agreement, with the proviso that the aggregate amount of those sureties does not exceed 120% of the limit amount, that is PLN 372,000,000 in aggregate, at any time during the facility availability period, irrespective of whether new entities become parties to the surety agreement. The share of each surety provider (including Grupa Azoty Puławy) in the aggregate surety amount specified above is one-third (1/3), therefore the amount of surety granted by each surety provider was set at up to PLN 124,000,000.

The surety providers’ liability under the surety agreement is several but not joint.

As of its date, the surety agreement supersedes the previous surety agreement securing the Bank’ claims under the Overdraft Agreement of April 23rd 2015.

The surety expires upon expiry of the security term, which ends upon repayment of debt under the Overdraft Agreement.

The sureties were provided on arm’s length terms for good consideration. No other financial terms were defined for the surety.

The Parent is liable for repayment of all amounts due under the Overdraft Agreement, and Grupa Azoty PUŁAWY is liable for repayment of the amounts due under the facility which were drawn under the sub-limit made available to it.

The Overdraft Agreement also includes provisions which impose certain restrictions on the Parent and surety providers, including Grupa Azoty Puławy, concerning disposal of their material assets and encumbering of such assets, provision of loans and guarantees, payment of dividends and incurring of financial liabilities. The annual interest rate is the 1M WIBOR reference rate plus the Bank’s margin.

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

 

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

 

24/2016
10.05.2016
Current Report No. 24/2016 Changes in the composition of the Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A.
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Subject: Changes in the composition of the Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A.

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company”) announces that at the meeting held on May 10th 2016 the Company’s Supervisory Board removed Mr Mariusz Bober from the position of Vice-President of the Company’s Management Board and appointed him as President of the Management Board. From April 5th 2016, Mr Bober was acting President of the Management Board, as announced by the Company in Current Report No. 14/2016 of April 5th 2016. Also on May 10th 2016, the Company’s Supervisory Board appointed Mr Andrzej Skwarek, elected by the Company’s employees, as Vice-President of the Company’s Management Board.

The Supervisory Board’s resolutions on the appointment of the President and Vice-President of the Management Board became effective as of their dates.

On April 10th 2016, that is on the date of the Company’s Annual General Meeting approving the Company’s financial statements for 2015, the mandates of Mr Marian Rybak and Mr Zenon Pokojski (who had been suspended from duties) and Mr Wojciech Kozak expired.

Current composition of the Company’s Management Board:

Mr Mariusz Bober, President of the Management Board,

Mr Jacek Janiszek, Vice-President of the Management Board,

Mr Zbigniew Gagat, Vice-President of the Management Board, and

Mr Andrzej Skwarek, Vice-President of the Management Board.

The Management Board further reports that Mr Andrzej Skwarek has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business, and that he is not a partner in any competing partnership under civil law or another type of partnership, or a member of a governing body of a corporation or of any other competing legal person.

The representation also contains a statement that the new Vice-President is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

The Company publishes, attached hereto, a biographical note of the newly appointed Vice-President of the Management Board.

The biographical note of Mr Mariusz Bober, as well as information concerning his status in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register and activities competing with the Company’s business has been published by the Company in Current Report No. 14/2016 of April 5th 2016.

Legal basis:

Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

23/2016
10.05.2016
Current Report No. 23/2016 List of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on May 10th 2016.
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Subject: List of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on May 10th 2016.

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company”) publishes the list of the shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (“AGM”) held on May 10th 2016, including the number of votes attached to the shares held by each shareholder and the percentage share in votes represented at the AGM and in total voting rights.

Grupa Azoty S.A.

− number of shares at the AGM: 18,345,735

− number of votes at the AGM: 18,345,735

 − percentage share in votes represented at the AGM: 99.97%

− percentage share in total voting rights: 95.98%

Legal basis:

 Art. 70.3 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text in Dz.U. of 2013, item 1382).

 

22/2016
10.05.2016
Current Report No. 22/2016 Resolutions adopted by the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on May 10th 2016
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Subject: Resolutions adopted by the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on May 10th 2016

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company”) publishes the resolutions passed by the Company’s Annual General Meeting held on May 10th 2016.

Legal basis: Par. 38.1.7 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

Appendices:

Resolutions adopted by the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. held on May 10th 2016

 

21/2016
10.05.2016
Current Report No. 21/2016 Payment of dividend for 2015
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Subject: Payment of dividend for 2015

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: Further to Current Report No. 8/2016 of March 23rd 2016 and Current Report No. 16/2016 of April 12th 2016, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company”) announces that on May 10th 2016 the Company’s Annual General Meeting passed a resolution to pay dividend from the net profit earned in the financial year 2015 and from undistributed profit brought forward.

1. The amount to be paid as dividend is PLN 200,707,500.00

2. Dividend per share is PLN 10.50.

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

4. The dividend record date is May 30th 2016.

5. The dividend payment date is June 17th 2016.

Legal basis: Par. 38.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

 

20/2016
29.04.2016
Current Report No. 20/2016 Revocation of joint powers of proxy
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Current Report No. 20/2016

Subject: Revocation of joint powers of proxy

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that joint powers of proxy granted to Mr Hubert Kamola and to Mr Ryszard Bartczak have been revoked with effect from April 28th 2016.

Legal basis: Par. 5.1.21 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

19/2016
21.04.2016
Current Report No. 19/2016. Change of nature of appointment of Supervisory Board member
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Current Report No. 19/2016

Subject: Change of nature of appointment of Supervisory Board member

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 21st 2016 Mr Jakub Troszyński resigned from his position on the Company’s Supervisory Board, effective as of the same date.

Also on April 21st 2016, the Company received a letter from the Minister of State Treasury, who, acting under Art. 35.1 of the Company’s Articles of Association, appointed Mr Troszyński to the Supervisory Board of the 8th term of office with effect from April 21st 2016.

The Company published the biographical note of Mr Troszyński, as well as information concerning his status in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register and activities competing with the Company’s business in Current Report No. 12/2016 of March 25th 2016.

Legal basis: Par. 5.1.21 and 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

18/2016
13.04.2016
Current Report No. 18/2016. Execution of significant agreement
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Current Report No. 18/2016

Subject: Execution of significant agreement

  Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company” or “Customer”) announces that on April 13th 2016 the Company, its parent Grupa Azoty S.A. and the following Group companies: 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 a “Customer”) entered into a Framework Agreement for the sale of gas fuel and bilateral Individual Contracts with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG S.A.” or the “Seller”).

The Framework Agreement sets forth a uniform procedure, to be applied by all Customers, for execution and termination of Individual Contracts, and defines the rules and procedures for placing orders, making payments, suspending supplies and reducing supply volumes, renegotiating contract terms and joint settlement of supplies. The Framework Agreement supersedes the existing agreements and contracts between the Company and Polskie Górnictwo Naftowe i Gazownictwo S.A.

Individual Contracts are contracts concluded under the Framework Agreement for a fixed period of time as sale agreements (in the case of gas sold at a virtual point) or comprehensive agreements (in the case of gas sold at a physical point), specifying the volumes, schedules, exchange index-linked pricing formulas, and detailed commercial terms of gas supplies to the Company.

The Framework Agreement has been concluded for an indefinite period, and it applies to gas supplies made on and after April 1st 2016. On April 13th 2016, the Company entered into two Individual Contracts under the Framework Agreement: an Individual Contract for the sale of gas at a physical trading point and an Individual Contract for the sale of gas at a virtual trading point, with gas deliveries valued at PLN 951m and PLN 382m, respectively, scheduled between April 1st 2016 and September 30th 2019 and between April 1st 2016 and September 30th 2018, respectively.

The termination notice period for effective Individual Contracts, as provided for under the Framework Agreement, is one month for Individual Contracts for the sale of gas at a physical trading point and six months for Individual Contracts for the sale of gas at a virtual trading point. 
The Framework Agreement contains general provisions on contractual penalties and refers the parties to the Individual Contracts for details. The Individual Contracts provide for contractual fees and penalties for non-performance or improper performance by the Seller and the Customer(s), depending on current and periodic execution of supplies, including for failure to deliver or accept the minimum contracted volume of gas fuel as well as for termination of an Individual Contract. The maximum amount of contractual penalties should not exceed 10% of the value of Individual Contracts in force in the period when such penalties can be charged, but given the value of the Individual Contracts, contractual penalties may exceed EUR 200 thousand. Payment of the contractual penalties precludes the right to seek compensation in excess of penalty amounts.

Any disputes that may arise will be resolved by the court of general jurisdiction competent for the registered office of the defendant except where a dispute concerns price renegotiation, in which case it will be resolved by the Arbitration Court selected by the parties to the Framework Agreement in line with the procedure set out therein.

The other terms of the Framework Agreement do not differ from standard terms used in agreements of such type.
The Individual Contracts concluded by the Company meet the criteria of a significant agreement as the estimated VAT-exclusive value of each of them, under current market conditions, exceeds 10% of the Company’s equity. The Individual Contract valued at PLN 951m is also the highest-value agreement concluded between the Company’s Group and the PGNiG Group in the period from August 18th 2015 (see Current Report No. 27/2015 of August 18th 2015 on gas fuel contracted for the gas year 2015) to the date of publication of this Report. The total value of agreements concluded between the Grupa Azoty Zakłady Azotowe Puławy Group and the PGNiG Group in this period, including the estimated value of the above agreement, is approximately PLN 1.5bn, which also meets the threshold for a significant reportable agreement.

Supplies secured under the Framework Agreement and Individual Contracts will cover over 50% of the Customers’ demand for gas.

  Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

17/2016
12.04.2016
Current Report No. 17/2016 Draft resolutions for the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for May 10th 2016
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Current Report No. 17/2016 Subject: Draft resolutions for the Annual General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for May 10th 2016 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, in the form of an appendix to this report, draft resolutions to be decided on by the Company’s Annual General Meeting convened for May 10th 2016. Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

16/2016
12.04.2016
Current Report No. 16/2016 Proposal concerning dividend record date and dividend payment date
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Current Report No. 16/2016

Subject: Proposal concerning dividend record date and dividend payment date

Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

Text of the report: Further to Current Report No. 8/2016 of March 23rd 2016, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it will recommend to the Annual General Meeting, which is to be held on May 10th 2016, the following dates relating to payment of dividend for the financial year 2015:

 - May 30th 2016 as the dividend record date, for determining which shareholders are entitled to receive dividend for the financial year 2015, 

 - June 17th 2016 as the dividend payment date. 

A final decision on the dividend record date and dividend payment date will be made by the Company’s Annual General Meeting.

 

14/2016
05.04.2016
Current Report No. 14/2016 - Changes in the composition of the Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A.
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Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that during its meeting held on April 5th 2016 the Supervisory Board passed resolutions changing the composition of the Company’s Management Board. The Supervisory Board appointed the following persons to the Management Board:

Mariusz Bober as Vice-President of the Management Board and also as acting President of the Management Board,

Jackek Janiszek as Vice-President of the Management Board, and

Zbigniew Gagat as Vice-President of the Management Board, and suspended Marian Rybak, President of the Management Board, and Zenon Pokojski, Vice-President of the Management Board, from their duties. The Supervisory Board’s resolutions on the appointment and suspension of the Management Board members became effective as of their dates. The Management Board further announces that the newly appointed members of the Management 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 partners in any competing partnership under civil law or another type of partnership nor members of the governing bodies of companies or of any other competing legal persons. The representations also contain statements that the new members are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register. The Company publishes, attached hereto, biographical notes of the newly appointed members of the Management Board. Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

 

13/2016
25.03.2016
Current Report No. 13/2016 - Shareholders holding 5% or more of the total vote at the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe “PUŁAWY” S.A. convened for March 24th 2016
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  Current Report No. 13/2016 - Shareholders holding 5% or more of the total vote at the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe “PUŁAWY” S.A. convened for March 24th 2016.

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) publishes the list of shareholders holding 5% or more of the total vote at the Extraordinary General Meeting convened for March 24th 2016, specifying the number of votes conferred by shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in the total vote.

Grupa Azoty S.A.

- the number of shares at the Extraordinary General Meeting - 18.345.735

- the number of votes at the Extraordinary General Meeting - 18.345.735

- percentage share in the votes represented at the Extraordinary General Meeting – 99,997%

- percentage share in the total vote - 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 of July 25th 2005 (consolidated text: Dz.U. of 2013, item 1382)

12/2016
25.03.2016
Current Report No. 12/2016 - Biographical notes of new Supervisory Board Members
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Current Report No. 12/2016

Publication date: March 25th 2016

Subject: Biographical notes of new Supervisory Board Members

Further to Current Report No. 10/2016 of March 24th 2016 on the appointment of new Members of the Supervisory Board of the 8th term of office, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this Report, biographical notes of the new Members of the Company’s Supervisory Board.

The Management Board further reports that newly appointed: Chairman of the Supervisory Board Janusz Cendrowski and Members of the Supervisory Board – Ignacy Chwesiuk, Leszek Lewicki and Jakub Troszyński, 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 partners in any competing partnership under civil law or another type of partnership, nor members of a governing body of a corporation or of any other competing legal person.

The representations also contain statements that the new Members and Chairman of the Supervisory Board of the 8th term of office are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133). Appendices:

11/2016
24.03.2016
Current Report No. 11/2016 - Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of March 24th 2016
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Current Report No. 11/2016 - Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of  March 24th 2016.

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy (the “Company”) publishes, attached as an appendix hereto, the resolutions adopted by the Extraordinary General Meeting on March 24th 2016

Legal basis: Par. 38.1.2 and par. 38.1.2  of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

 

10/2016
24.03.2016
Current Report No. 10/2016 - Removal and appointment of members of Supervisory Board of Grupa Azoty Puławy
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Removal and appointment of members of Supervisory Board of Grupa Azoty Puławy

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on March 24th 2016, by virtue of resolutions No. 4 and No. 5 of the Company’s Extraordinary General Meeting, Cezary Możeński and Jerzy Koziara were removed from the Company’s Supervisory Board of the eighth term.

Concurrently, by virtue of resolutions No. 6, No. 7, No. 8 and No. 9 of the Company’s Extraordinary General Meeting, the following persons were appointed to the Supervisory Board of the eighth term:

Janusz Cendrowski (as Chairman of the Board),

Ignacy Chwesiuk,

Leszek Lewicki and

Jakub Troszyński.

The resolutions on removal and appointment of members of the Company’s Supervisory Board of the eighth term became effective on the date of their adoption.

Details of the education, qualifications, previously held positions and professional experience, as well as relevant representations of the newly appointed Supervisory Board members, will be published as soon as they are available.

Legal basis: Par. 5.1.21 and 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

9/2016
24.03.2016
Current Report No. 9/2016 - Resignation of members of Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Current Report No. 9/2016

Resignation of members of Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on March 23rd 2016 Andrzej Skolmowski and Janusz Cendrowski resigned as members of the Company’s Supervisory Board, effective from March 24th 2016 and March 23rd 2016, respectively. Mr Skolmowski and Mr Cendrowski did not provide reasons for their resignation.

Legal basis: Par. 5.1.21 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

8/2016
24.03.2016
Current Report No. 8/2016 - Recommendation by Management and Supervisory Boards on allocation of Company's profit for 2015
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Recommendation by Management and Supervisory Boards on allocation of Company's profit for 2015

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on March 23rd 2016 it passed a resolution to recommend to the Annual General Meeting that it allocate the 2015 net profit of PLN 468,214,497.95 and the undistributed profit brought forward of PLN 5,000,000.00 in the following way:

1. That PLN 272,506,997.95 be excluded from distribution to shareholders and transferred to statutory reserve funds;

2. That the balance of PLN 200,707,500.00 be distributed to shareholders as a dividend of PLN 10.50 per share.

The Management Board further reports that, acting in accordance with Art. 382.3 of the Commercial Companies Code, today it presented the recommendation to the Supervisory Board, which expressed a positive opinion on the proposed profit allocation. A final decision on the allocation of profit for 2015 will be made by the Annual General Meeting.

Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

7/2016
09.03.2016
Current Report No. 7/2016 - Biographical note of a new Supervisory Board member
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Current Report No. 7/2016

Subject: Biographical note of a new Supervisory Board member

Further to Current Report No. 6/2016 of March 8th 2016 on the appointment of a new Supervisory Board member, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this Report, a biographical note of Janusz Cendrowski, the new Member of the Company’s Supervisory Board.

The Management Board further reports that Mr Cendrowski has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business, and that he is not a partner in any competing partnership under civil law or another type of partnership, nor a member of a governing body of a corporation or of any other competing legal person.

The representation also contains a statement that Mr Cendrowski is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

6/2016
08.03.2016
Current Report No. 6/2016 - Appointment of a Supervisory Board member
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Text: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Company received a letter from the Ministry of State Treasury concerning appointment of Mr Janusz Cendrowski to the Company’s Supervisory Board of the 8th term of office, on the basis of Art. 35.1 of the Company’s Articles of Association, effective from March 7th 2016.

 

Details of the education, qualifications, previously held positions and professional experience, as well as relevant representations of the newly appointed Supervisory Board member, will be published as soon as they are available. Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

5/2016
25.02.2016
Current Report No. 5/2016 - Draft resolutions for the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for March 24th 2016
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Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) publishes, in the form of an appendix to this report, draft resolutions to be decided on by the Company’s Extraordinary General Meeting convened for March 24th 2016.

Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

4/2016
25.02.2016
Current Report No. 4/2016 - Notice of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for March 24th 2016
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Text of the Report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) acting upon the request of a shareholder, submitted to the Company on February 24th 2016 pursuant to Art. 400.1 of the Commercial Companies Code and pursuant to Art. 43.1.3 of the Company’s Articles of Association, convenes an Extraordinary General Meeting to be held at the Company’s offices at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11am on March 24th 2016, as specified in the notice appended to this report.

The total number of Grupa Azoty Zakłady Azotowe “Puławy” S.A. shares is 19,115,000. As of March 24th 2016, the number of votes attached to these shares is 19,115,000.

Legal basis: Par. 38.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

3/2016
24.02.2016
Current Report No. 3/2016 - Resignation of member of Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that today Mr Marek Kapłucha resigned from his position as Member of the Supervisory Board, effective as of February 24th 2016. Mr Marek Kapłucha did not provide grounds for his resignation.

Legal basis: Par. 5.1.21 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

2/2016
08.02.2016
Current Report No. 2/2016 - Planned recognition of impairment loss by subsidiary
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Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces an anticipated effect of a one-off non-cash event on the 2015 separate financial statements of Zakłady Azotowe Chorzów S.A., a subsidiary, and on the 2015 consolidated financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A.

On February 8th 2016, the Management Board of Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) adopted a resolution to recognise an impairment loss on assets (fat processing facility) in the Subsidiary’s accounting books as at December 31st 2015. In accordance with IAS 36, the Management Board identified indications of potential decrease in the recoverable amount of these assets below their carrying amounts. These impairment indicators relate to lower-than-planned use of production capacity of the fat processing facility, significant deterioration of the market conditions, further decline of prices of stearin (the main product) – and, at the same time – higher price animal fats (the plant’s key feedstock) which significantly limits the ability to generate cash inflows on sales of stearin and other oleochemicals. Having considered these indications, the Management Board tested property, plant and equipment and intangible assets for impairment, which confirmed validity of recognising an impairment loss of PLN 18.4m. The event will have the following effect on the consolidated financial results of Grupa Azoty Zakłady Azotowe Puławy S.A.: a) effect on EBIT – PLN 18.4m

b) effect on net profit – PLN 14.9m. As financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A. are currently being audited, the above mentioned amounts are not final and may be subject to change. Full-year financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A. for 2015 are to be published on March 11th 2016

Legal basis: Art. 56.1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2013, item 1382, as amended.)

 

1/2016
12.01.2016
Current Report No. 1/2016 of January 12th 2016
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Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Notice of full year and interim results in 2016

The Management Board of Grupa Azoty Zakłady Azotowe « Puławy »S.A. (“Company”) will announce its 2015 full year results and 2016 interim results as per the following schedule:

 

1. First and third quarter interim results:

- Q1 2016 extended consolidated report – May 11th 2016

- Q3 2016 extended consolidated report – November 9th 2016

2. Half year interim results:

- H1 2016 extended consolidated report – August 24th 2016

3. Full year results:

- 2015 separate full year report – March 11th 2016

- 2015 consolidated full year report – March 11th 2016

 

Furthermore, the Company's Management Board announces that no separate (non-consolidated) quarter results will be published by the Company, as permitted under Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133) (the “Regulation”). The consolidated quarter reports will incorporate separate (non-consolidated) quarter condensed consolidated financial statements and quarterly financial information.

 

Further, the Company will not publish separate and consolidated quarter results for Q2 2016, as permitted under Par. 101.2 of the Regulation.

 

As the publication date of the 2015 separate full year report and the 2015 consolidated full year report falls on March 11th 2016 (that is within 80 days from the end of the financial year), the Company will not publish quarter results for Q4 2015, as permitted under Par. 102.1 of the Regulation.

 

Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 83.3 of the Regulation.

 

Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133).

 

31/2015
25.11.2015
Current Report No. 31/2015 Execution of an annex to long-term agreement for sale and purchase of thermal coal
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Execution of an annex to long-term agreement for sale and purchase of thermal coal

Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 25th 2015 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 and the previous annexes were reported by the Company in Current Report No. 3/2009 of January 9th 2009, Current Report No. 52/2009 of November 25th 2009, Current Report No. 42/2011 of December 5th 2011, Current Report No. 59/2012 of December 28th 2012, Current Report No. 35/2013 of June 10th 2013, and Current Report No. 27/2014 of December 17th 2014.

The Agreement provides for the supply (sale) of coal to the Company. The Annex extends the Agreement’s term until the end of 2019 (previously the Agreement was to terminate at the end 2017) and changes the volume of coal to be supplied during the Agreement’s term as well as the coal price in the period from July 1st 2015 to December 31st 2016.

Following the execution of the Annex, the total value of the Agreement (without accounting for differences within permitted tolerance) from its execution date until its expiry on December 31st 2019 is estimated at PLN 859m (VAT exclusive), which is 5.6% less than the Agreement’s value reported in Current Report No. 27/2014 of December 17th 2014. The value of the Agreement still exceeds 10% of the Company’s equity, qualifying it as a significant agreement.

The estimated value of the Agreement to be performed on the terms defined in the Annex (i.e. in the period from July 1st 2015 to December 31st 2019) is PLN 344m, which also exceeds 10% of the Company’s equity.

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

Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

Subject: Execution of an annex to long-term agreement for sale and purchase of thermal coal Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 25th 2015 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 and the previous annexes were reported by the Company in Current Report No. 3/2009 of January 9th 2009, Current Report No. 52/2009 of November 25th 2009, Current Report No. 42/2011 of December 5th 2011, Current Report No. 59/2012 of December 28th 2012, Current Report No. 35/2013 of June 10th 2013, and Current Report No. 27/2014 of December 17th 2014. The Agreement provides for the supply (sale) of coal to the Company. The Annex extends the Agreement’s term until the end of 2019 (previously the Agreement was to terminate at the end 2017) and changes the volume of coal to be supplied during the Agreement’s term as well as the coal price in the period from July 1st 2015 to December 31st 2016. Following the execution of the Annex, the total value of the Agreement (without accounting for differences within permitted tolerance) from its execution date until its expiry on December 31st 2019 is estimated at PLN 859m (VAT exclusive), which is 5.6% less than the Agreement’s value reported in Current Report No. 27/2014 of December 17th 2014. The value of the Agreement still exceeds 10% of the Company’s equity, qualifying it as a significant agreement. The estimated value of the Agreement to be performed on the terms defined in the Annex (i.e. in the period from July 1st 2015 to December 31st 2019) is PLN 344m, which also exceeds 10% of the Company’s equity. The other terms of the Agreement remain unchanged and do not differ from standard terms used in agreements of such type. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

29/2015
20.10.2015
Current Report No. 29/2015. Change of publication date for Q3 2015 report
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Change of publication date for Q3 2015 report

Text of the report: The Management Board of Grupa Azoty S.A. announces that it has changed the date for publication of the extended consolidated report for Q3 2015 announced in Current Report No. 3/2015 of January 16th 2015 concerning the publication dates of full-year and interim reports in 2015.

The new publication date of the extended consolidated report for Q3 2015 is November 9th 2015. The previous publication date was November 12th 2015.

Legal basis of the report: Par. 103.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).

28/2015
22.09.2015
Current Report No. 28/2015 - Registration of amendments to the Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A.
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Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report: Further to Current Report No. 25/2015 of August 17th 2015, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it has received information that on September 22th 2015 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 Resolutions No. 5, No. 6 and No. 7 of the Extraordinary General Meeting of August 17th 2015 and published in Current Report No. 25/2015.

The Company’s Management Board publishes, attached hereto, the existing text of the Articles of Association and the amendments approved by the Company’s Extraordinary General Meeting on August 17th 2015.

Legal basis: Par. 38.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

Appendices:

The existing text of the Articles of Association and the amendments approved by the Company’s Extraordinary General Meeting on August 17th 2015.

 

27/2015
17.08.2015
Current Report No. 27/2015 - Gas fuel contracted for the gas year 2015/2016, with a total value corresponding to the value of a significant agreement
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Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 17th the Company received an Annex of August 13th 2015 to the high-methane gas sale and purchase agreement (the “Agreement”) concluded with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG S.A.”) on January 14th 1999 for an indefinite term. The agreement provides for the sale and supply of agreed volumes of natural gas by PGNiG S.A. Under the Annex the definition of Contract Year was changed to mean the period from 6:00 am on October 1st of a given year to 6:00 am on October 1st of the following year (gas year). Previously, the Contract Year corresponded to the calendar year. Together with the Annex, an Appendix to the Agreement (‘Gas fuel volumes contracted in individual months of the Contract Year and contracted capacity’) was signed, specifying the contracted capacity and quantity of gas fuel for the 2015/2016 gas year. The volumes and contracted capacity are agreed by the parties separately for each gas year. The value of the agreement in the new Contract Year, reflecting the current market conditions, is estimated at PLN 541m (VAT exclusive), which is more than 10% of the Company’s equity, qualifying it as a significant agreement. The Appendix also replaces the previous arrangements concerning contracted volumes and capacity in the period October 1st−December 31st 2015 specified in the appendix to the Agreement concluded on December 17th 2014 and announced by the Company in its Current Report No. 28/2014 dated December 17th 2014. Contractual penalties are as provided for in the annex of March 3rd 2011 (see Current Report No. 6/2011). The value of the agreement with PGNiG S.A. in the 12 months from October 1st 2015 to September 30th 2016 is lower compared with the 12-month period reported by the Company in Current Report No. 28/2014 of December 17th 2014, because the Company joined the PGNiG S.A. Discount Scheme, as a result of which the price paid for gas fuel was reduced relative to the tariff price and the gas volume contracted by the Company was changed. The estimated aggregate value of the agreements (including the Appendix concerning the contract year 2015/2016) executed between the Company and its subsidiaries with PGNiG S.A. and its subsidiaries in the period from December 17th 2014 to August 17th 2015 is approximately PLN 542m. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

26/2015
17.08.2015
Current Report No. 26/2015 - Shareholders holding 5% or more of the total vote at the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe “PUŁAWY” S.A. convened for August 17th 2015.
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Current Report No. 26/2015 - Shareholders holding 5% or more of the total vote at the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe “PUŁAWY” S.A. convened for August 17th 2015.

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) publishes the list of shareholders holding 5% or more of the total vote at the Extraordinary General Meeting convened for August 17th 2015, specifying the number of votes conferred by shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in the total vote.

Grupa Azoty S.A.

- the number of shares at the Extraordinary General Meeting - 18.345.735

- the number of votes at the Extraordinary General Meeting - 18.345.735

- percentage share in the votes represented at the Extraordinary General Meeting - 100%

- percentage share in the total vote - 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 of July 25th 2005 (consolidated text: Dz.U. of 2013, item 1382)

25/2015
17.08.2015
Current Report No. 25/2015 - Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of August 17th 2015
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Current Report No. 25/2015 - Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of August 17th 2015.

Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy (the “Company”) publishes, attached as an appendix hereto, the resolutions adopted by the Extraordinary General Meeting on August 17th 2015.

Furthermore, the Company’s Management Board hereby makes available to the public changes to the Company’s Articles of Association adopted by the Extraordinary General Meeting of August 17th 2015. The changes shall become effective as of their registration in  the National Court Register.

Legal basis: Par. 38.1.2 and par. 38.1.2  of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

24/2015
21.07.2015
Current Report No. 24/2015 - Draft resolutions for the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for August 17th 2015
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Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) publishes, in the form of an appendix to this report, draft resolutions to be decided on by the Company’s Extraordinary General Meeting convened for August 17th 2015. Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133). Appendices:

Draft resolutions for the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for August 17th 2015

23/2015
21.07.2015
Current Report No. 23/2015 - Notice of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for August 17th 2015
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Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company”) convenes an Extraordinary General Meeting to be held at the Company’s offices at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11 am on August 17th 2015, as specified in the notice appended to this report. Legal basis: Par. 38.1.1 and Par. 38.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133). Notice of Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. convened for August 17th 2015

22/2015
28.05.2015
Current Report No. 22/2015 - Provision of a guarantee
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Legal basis: Art. 56.1.1 of the Public Offering Act – inside information Text of the report: Further to Current Report No. 38/2015 published on May 28th 2015 by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Azotowe Puławy S.A., the “Parent” or the “Borrower”), the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”) announces that in connection with the credit facility agreement of May 28th 2015 executed between the Parent and the European Bank for Reconstruction and Development of London (“EBRD”), a guarantee agreement was signed on May 28th 2015 by the EBRD, the Parent, and the Parent’s key subsidiaries, including Grupa Azoty Puławy, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and Grupa Azoty Zakłady Chemiczne Police S.A., acting as guarantors. The guarantee has been issued for the benefit of the EBRD to secure the repayment of the credit facility agreement of up to PLN 150,000,000 (one hundred and fifty million złoty). The maximum amount of the guarantee provided by each guarantor, including Grupa Azoty Puławy, is PLN 60,000,000 (sixty million złoty), i.e. PLN 180,000,000 (one hundred and eighty million złoty) in total. Each guarantor is severally liable for the Borrower’s obligations up to its agreed maximum liability amount (guarantee amount). If the Borrower fails to satisfy its obligations under the EBRD credit facility agreement, the EBRD may seek the payment of any outstanding amounts by each of the guarantors. The guarantee expires upon the expiry of the security term, which ends upon repayment of the debt under the EBRD credit facility agreement (concluded for a period of ten years), to be repaid in instalments beginning from the fourth year of the financing period.

The other terms of the EBOR guarantee agreement do not differ from standard terms used in agreements of such type. Furthermore, in connection with the credit facility agreement of May 28th 2015 executed between the European Investment Bank of Luxembourg (“EIB”) and the Parent, the Parent’s key subsidiaries (i.e. Grupa Azoty Puławy, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and Grupa Azoty Zakłady Chemiczne Police S.A.), acting as guarantors, have issued a guarantee for the benefit of the EIB to secure the repayment of liabilities under the credit facility agreement of up to PLN 550,000,000 (five hundred and fifty million złoty). The maximum amount of the guarantee provided by each guarantor, including Grupa Azoty Puławy, is PLN 220,000,000 (two hundred and twenty million złoty), i.e. PLN 660,000,000 PLN (six hundred and sixty million złoty) in total. Each guarantor is severally liable for the Borrower’s obligations up to its agreed maximum liability amount (guarantee amount). If the Borrower fails to satisfy its obligations under the EIB credit facility agreement, the EIB may seek the payment of any outstanding amounts by the guarantors. The guarantee expires upon the expiry of the security term, which ends upon repayment of the debt under the EIB credit facility agreement (concluded for a period of ten years), to be repaid in instalments beginning from the third year of the financing period. The other terms of the EIB guarantee agreement do not differ from standard terms used in agreements of such type. The above guarantees have been provided on an arm’s length basis, for an appropriate consideration. The guarantee agreement with the EIB and the guarantee agreement with the EBRD are an integral part of the Company’s long-term financing package for an aggregate amount of PLN 2.2bn, as reported in Current Reports No. 25-27/2015 published by the Parent on April 23rd 2015. The purpose of the financing package is to finance the Group’s general corporate needs, including the Strategy and the Investment Programme of the Grupa Azoty Group (including Grupa Azoty Zakłady Azotowe Puławy S.A.). Legal basis: Art. 56.1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2013, item 1382).

 

21/2015
25.05.2015
Current Report No. 21/2015 - Approval of an investment project by the Supervisory Board
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Legal basis: Art. 56.1.1 of the Public Offering Act – inside information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 25th 2015 the Company’s Supervisory Board approved the following investment projects: “Modernisation of the nitric acid unit and construction of a new nitric acid unit for neutralisation and production of new fertilizers based on nitric acid”, and construction of a 400 MWe CCGT unit. The nitric acid project comprises the construction of a new, 5th nitric acid line, construction of a new, 4th neutralisation line, and modernisation of the four existing nitric acid lines. The completion of this investment project will enhance the efficiency of production of nitric acid and fertilizers based on nitric acid. The additional nitric acid output will be used for production of speciality fertilizers on the planned new production line. The planned budget for the project, to be completed by 2021, is PLN 695,000,000. The decision to construct a 400 MWe CCGT unit is the continuation, in a new format, of the Puławy Power Plant (for information on the Company’s analyses, see Current Report No. 26/2014 of December 4th 2014). This project follows from the need to ensure uninterrupted supply of heat and electricity given the high expenditure required to modernise the CHP Plant and the Company’s increased demand for utilities. The project will be executed with the participation of a special purpose vehicle, Elektrownia Puławy Sp. z o.o. Any electricity output in excess of the Company’s requirement will be sold on the market. The planned budget for the project is PLN 1,125,000,000. The project is scheduled to be completed in 2019. Legal basis: Art. 56.1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2013, item 1382).

 

20/2015
19.05.2015
Current Report No. 20/2015 - Shareholders holding 5% or more of the total vote at the Ordinary General Meeting of Grupa Azoty Zakłady Azotowe “PUŁAWY” S.A. convened for May 19th 2015.
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Text: The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) publishes the list of shareholders holding 5% or more of the total vote at the Ordinary General Meeting convened for May 19th 2015, specifying the number of votes conferred by shares held by each shareholder, and their percentage share in the votes represented at that Ordinary General Meeting and in the total vote.

Grupa Azoty S.A.

- the number of shares at the Extraordinary General Meeting - 18.345.735

- the number of votes at the Extraordinary General Meeting - 18.345.735

- percentage share in the votes represented at the Extraordinary General Meeting - 100%

- percentage share in the total vote - 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 of July 25th 2005 (consolidated text: Dz.U. of 2013, item 1382)

19/2015
19.05.2015
Current Report No. 19/2015 - Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of May 19th 2015
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Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy (the “Company”) publishes, attached as an appendix hereto, the resolutions adopted by the Extraordinary General Meeting on May 19th 2015. Legal basis: Par. 38.1.2 and par. 38.1.2  of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

18/2015
19.05.2015
Current Report No. 18/2015 - Payment of dividend for 2013/2014
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Text: Further to Current Report No. 10/2015 of April 7th 2015, No. 11/2015 of April 13th 2015, and No. 14/2015 of April 21st 2015, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 19th 2015 the Company's Annual General Meeting passed a resolution on the payment of dividend for the period from  July 1st 2013 to December 31st 2014 and retained earnings from previous years.

1. Amount allocated to dividend payments is PLN 134,378,450.00.

2. Dividend per share is PLN 7.03

3. Dividend is paid on all Company shares 19 155 000 shares.

4. Dividend record date: June 3rd 2015.

5. Dividend payment date: June 18th 2015.

Legal basis: Par. 38.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014 No. 133).

17/2015
23.04.2015
Current Report No. 17/2015 - Provision of a surety
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Text: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (‘Grupa Azoty PUŁAWY’) announces that in connection with the revolving credit facility agreement of April 23rd 2015 between Grupa Azoty S.A. (the parent of Grupa Azoty PUŁAWY, the ‘Parent’) and Powszechna Kasa Oszczędności Bank Polski S.A. of Warsaw (the ‘Bank’), acting as the facility agent, a surety agreement related to the revolving credit facility was signed between the Bank, the Parent, and the following key subsidiaries of the Parent as surety providers: Grupa Azoty PUŁAWY, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A.

The surety was provided for the benefit of the facility agent, who also represents the other lenders (Bank Gospodarstwa Krajowego, Bank Zachodni WBK S.A. and ING Bank Śląski S.A.), as security for the revolving credit facility in a total amount of PLN 1,500,000,000 (one billion, five hundred million złoty).

The surety amount attributable to each of the surety providers, including Grupa Azoty PUŁAWY, was set at up to PLN 600,000,000 (six hundred million złoty), i.e. PLN 1,800,000,000 PLN (one billion, eight hundred million złoty) in total. The surety providers’ liability under the surety agreement is several and not joint.

The surety expires on the expiry of the security term, which ends upon repayment of debt under the revolving credit facility agreement, made for five years from its execution date.

The amount of the surety provided by Grupa Azoty PUŁAWY exceeds 10% of its equity.

Moreover, in connection with the annex of April 23rd 2015 to the overdraft facility agreement between the Bank and the Parent and its subsidiaries, the following key subsidiaries of the Parent: Grupa Azoty PUŁAWY, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. provided a surety for the benefit of the Bank as security for liabilities under the PLN 302,000,000 (three hundred and two million złoty) overdraft facility agreement, to replace previous security created over the Parent’s and its subsidiaries’ assets, which was to be released.

The surety amount attributable to each of the surety providers, including Grupa Azoty PUŁAWY, was set at up to PLN 120,800,000 (one hundred and twenty million, six hundred thousand złoty), i.e. PLN 362,400,000 (three hundred and sixty-two million, four hundred thousand złoty) in total. The surety providers’ liability under the surety agreement is several and not joint.

The surety expires on the expiry of the security term, which ends upon repayment of debt under the overdraft facility agreement, in force until September 30th 2016.

Moreover, in connection with the multi-purpose credit facility agreement of April 23rd 2015 between Powszechna Kasa Oszczędności Bank Polski S.A. of Warsaw, the Parent, and the Parent’s key subsidiaries, including Grupa Azoty PUŁAWY, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A., the key subsidiaries provided a surety for the benefit of the Bank as security for liabilities under the PLN 237,000,000 (two hundred and thirty-seven million) multi-purpose credit facility agreement, to replace previous security created over the Parent’s and its subsidiaries’ assets, which was to be released.

The surety amount attributable to each of the surety providers, including Grupa Azoty PUŁAWY, was set at up to PLN 94,800,000 (ninety-four million, eight hundred thousand złoty), i.e. PLN 284,400,000 (two hundred and eighty-four million, four hundred thousand złoty) in total. The surety pr