Grupa Kapitałowa Grupa Azoty
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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 23 September 2024 it received a notification from the Ministry of State Assets – acting on behalf of the State Treasury, which is a shareholder of the Company – that a draft resolution has been submitted regarding item 5 of the agenda of the Company’s Extraordinary General Meeting convened for 4 October 2024. The draft resolution sent by the Ministry of State Assets, along with the grounds, is provided in the appendix to this Current Report.
The Company will post the draft resolution in the General Meeting section of its website.
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 29 March 2018 (Dz.U. of 2018, item 757).
Appendix will be added.
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Reports No. 3/2024 of January 26th 2024 the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the release date for the consolidated report for the first half of 2024 has been changed from August 28th 2024 to September 11th 2024.
The release date for the interim report for the third quarter of 2024 remains unchanged, with the updated release dates for interim reports in 2024 provided below:
1. Quarter interim report:
2. Half-year interim report:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 13 August 2024 it received a statement dated 13 August 2024 from the Undersecretary of State at the Ministry of State Assets, attorney-in-fact for the Minister of State Assets, acting pursuant to Art. 32.1 of the Company’s Articles of Association, on the appointment of Mr Henryk Łucjan to the Company’s Supervisory Board.
Newly appointed Member of the Supervisory Board Mr Henryk Łucjan has submitted a representation to the effect that the activities he is engaged in outside the Company are not competing with the Company’s business and that he is not a shareholder in any company or partner in any partnership under civil law or another type of partnership, and is not a member of governing bodies of any companies or other legal persons competing with the Company’s business.
The representation received by the Company includes a statement to the effect that the newly appointed Member of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Member of the Supervisory Board has been attached by the Company to this Report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Appendix will be added.
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2024 of 2 February 2024, Current Report No. 12/2024 of 29 February 2024, Current Report No. 15/2024 of 27 March 2024, Current Report No. 29/2024 of 26 April 2024 and Current Report No. 39/2024 of 29 May 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 31 July 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, on behalf of the Company and selected companies of the Grupa Azoty Group (the “Grupa Azoty Group”), as listed in the appendix to Current Report No. 5/2024, being parties to the relevant financing agreements (the “Financing Agreements”), executed an amending annex (the “Annex”), effective as of 30 July 2024, to the standstill agreement signed on 2 February 2024 (as subsequently amended) with 13 institutions providing financing to the Grupa Azoty Group (the “Financing Institutions”): Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A., Poland Branch, BNP Paribas Faktoring sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring sp. z o.o. and Banco Santander S.A., Frankfurt Branch, as well as with the European Bank for Reconstruction and Development and the European Investment Bank (the “Standstill Agreement”).
The Annex to the Standstill Agreement ensures the continued availability of credit facility limits under the Financing Agreements, prevents the Financing Institutions from taking actions to cancel or reduce the available limits of the Financing Agreements, and prevents the exercise of certain rights under the Financing Agreements in the event of a breach or potential breach of the Financing Agreements occurring during the term of the Standstill Agreement, which has been extended under the Annex until 11 October 2024.
This will facilitate the completion of a long-term restructuring plan for the Grupa Azoty Group. The Standstill Agreement may be subject to further extension with the consent of the Financing Institutions.
At the same time, the Parent has agreed to provide certain documents to the Financing Institutions in accordance with the agreed schedule, and to continue to apply the agreed restrictions provided for in the Standstill Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
The Company fulfils all debt service and repayment obligations under the Financing Agreements in a timely manner, and the available limits thereunder ensure liquidity and secure financing for the Company to meet its own requirements and obligations to suppliers, ensuring the continuity of operations.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on 19 July 2024, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2024, item 620).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Extraordinary General Meeting on 19 July 2024, together with the results of voting.
Furthermore, the Company’s Management Board publishes, attached hereto, the draft resolution which was put to vote but not passed by the Extraordinary General Meeting.
During the Extraordinary General Meeting, no objections were raised to the minutes regarding.
The documents voted on by the Extraordinary General Meeting are available from the Company’s website at https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia and attached to Current Report No. 47/2024 of 21 June 2024 and Current Report No. 50/2024 of 27 June 2024.
Legal basis: Section 19.1.6 and Section 19.1.8 of the Minister of Finance’s Regulation of 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting (the “AGM”) held on 27 June 2024, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Number of shares represented at the AGM: 18,345,735
Number of votes held at the AGM: 18,345,735
Percentage share in voting rights represented at the AGM: 99.98%
Percentage share in total voting rights: 95.98%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2024, item 620).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Annual General Meeting (“AGM”) on 28 June 2024, together with the results of voting.
In connection with the use of a computer system for voting and counting the votes, the Annual General Meeting decided not to appoint a Ballot Counting Committee.
Furthermore, the Company’s Management Board publishes, attached hereto, the draft resolutions which were put to vote but not passed by the Annual General Meeting.
Objection to Resolution No. 21 was raised by shareholders during the Annual General Meeting for the record in the minutes.
The documents voted on by the Annual General Meeting are available from the Company’s website at https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia. They have also been published with the Company’s separate and consolidated annual reports for 2023, and attached to Current Report No. 41/2024 of 31 May 2024, Current Report No. 42/2024 of 10 June 2024, Current Report No. 43/2024 of 11 June 2024, Current Report No. 44/2024 of 18 June 2024 and Current Report No. 48/2024 of 25 June 2024.
Legal basis: Section 19.1.6, Section 19.1.8, and Section 19.1.9 of the Minister of Finance’s Regulation of 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 28 June 2024, pursuant to resolution of the Company’s Annual General Meeting, the following persons were appointed to the Company’s Supervisory Board for a new three-year term of office commencing on 28 June 2024:
Dariusz Bednorz – Chair of the Supervisory Board,
Agnieszka Kania,
Cezary Możeński,
Piotr Kruk – elected by employees of the Grupa Azoty Zakłady Azotowe Puławy Group,
Tomasz Ogrodnik – elected by employees of the Grupa Azoty Zakłady Azotowe Puławy Group.
The resolutions to appoint members of the Company’s Supervisory Board of the 11th term of office have become effective upon its adoption.
The Company’s Management Board further states that: The newly appointed Chair and Members of the Supervisory Board have submitted representations to the effect that the activities they are engaged in outside the Company are not competing with the Company’s business and that they are not shareholders or partners in any company or partnership or members of the governing bodies of any other legal persons which would compete with the Company’s business.
The representations also include statements to the effect that the new Chair and Members of the Supervisory Board of the 11th term of office are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Members of the Company’s Supervisory Board of the 11th term is attached to this current report.
Legal basis: Section 5.5. of the Minister of Finance’s Regulation of 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be considered and voted on by the Extraordinary General Meeting of the Company convened for 19 July 2024, as well as documents relevant for those resolutions that have not yet been published.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Extraordinary General Meeting of the Company to be held on 19 July 2024, at 11:00 am, at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland. For more details, see the Notice of the Extraordinary General Meeting attached as an appendix hereto.
Legal basis: Section 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2024 of 2 February 2024, Current Report No. 12/2024 of 29 February 2024, Current Report No. 15/2024 of 27 March 2024, Current Report No. 29/2024 of 26 April 2024, and Current Report No. 39/2024 of 29 May 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 21 June 2024 it passed a resolution in the performance of the agreement concluded with its financing parties (the “Agreement”), as announced in Current Report No. 5/2024, subject to relevant approvals by the Company’s Supervisory Board and Extraordinary General Meeting authorising actions to be implemented in connection with the Agreement related, among other things, to:
1. future conclusion by the Company of an agreement or agreements between the Company’s creditors, including: Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląsk S.A., Santander Bank Polski S.A., CaixaBank S.A. Branch in Poland, BNP Paribas Bank Polski S.A., the European Investment Bank and the European Bank for Reconstruction and Development, Banco Santander S.A. Frankfurt Branch, Santander Factoring Sp. z o.o., Pekao Faktoring Sp. z o.o., ING Commercial Finance Polska S.A. and BNP Paribas Faktoring Sp. z o.o. (or some of these entities) to which the Company or certain other companies of the Grupa Azoty Group would be parties, with the proviso that such agreement or agreements could provide, without limitation, for:
(i) the appointment of a financial institution indicated therein as a security agent or to act in a similar role (the “Security Agent”),
(ii) an irrevocable and unconditional obligation of the Company to pay to the Security Agent specific sums in the currency and in amounts equal to any amounts payable by the Company to each of the creditors named in the relevant agreement between the Company’s creditors as such amounts become or would become due and payable under the relevant document, i.e. a Parallel Debt obligation, or any other obligation of the Company to pay certain amounts to a specified entity as they become or would become due and payable under the relevant document;
2. the basic scope of security interests to be established over selected assets of the Company, including the creation of registered pledges (e.g. a floating charge over a set of movables or rights or other groups of assets), financial or civil pledges, creation of joint contractual mortgages over ownership or perpetual usufruct rights, and notarised consent to enforcement.
These decisions have been made as part of the schedule of steps agreed with the financing institutions with a view to developing a long-term agreement concerning of the Grupa Azoty Group financing.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Reports No. 40/2024 and No. 41/2024 of 31 May 2024 and Current Report No. 43/2024 of 11 June 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) submits, attached hereto, additional documents regarding item 11 of the agenda of the Company’s Annual General Meeting convened for 28 June 2024.
The documents submitted for consideration to the Annual General Meeting have been supplemented with the Supervisory Board resolutions on providing an opinion regarding Management Board Members’ discharge from liability for their activities in 2023 and requesting the Company’s Annual General Meeting to make a decision on the matter, passed at the meeting held on 17–18 June 2024.
The Company will also post these documents in the General Meeting section of its corporate website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Reports No. 40/2024 and 41/2024 of 31 May 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”), in connection with the Annual General Meeting of the Company convened for 28 June 2024 (the “Annual General Meeting”) and to supplement the materials relating to item 6 of the Annual General Meeting’s agenda, publishes, attached hereto, the Supervisory Board Resolution of 10–11 June 2024, accompanied by the Supervisory Board’s report on the results of assessment of the financial statements of the Company, the consolidated financial statements of the Grupa Azoty Zakłady Azotowe Puławy Group, the Directors’ Report on the operations of Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group for the period 1 January–31 December 2023, and the Management Board’s proposal on the coverage of the Company’s net loss for the financial year 2023
The Company will also post these documents in the General Meeting section of its corporate website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 10 June 2024 it received a notice from Mr Jacek Heliodor Lampart, a shareholder of the Company, proposing himself as a candidate to the Supervisory Board of the 11th term of office, with reference to item 14 of the agenda of the Annual General Meeting convened 28 June 2024.
A brief description of the educational background, qualifications, previously held positions and employment record submitted by the candidate to the Company’s Supervisory Board is provided below.
Jacek Heliodor Lampart, aged 63, has secondary education. He runs his own business. His experience includes serving as Chair of the Supervisory Board of the Pomeranian Regional Development Agency of Słupsk. As represented by Mr Lampart, he has been involved in the work of companies through active participation in the General Meetings for more than 30 years. He has been actively involved with Grupa Azoty as its shareholder for more than 10 years.
The Company’s Management Board also announces that the candidate has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing company or a member of governing bodies of any other competing legal entities.
The representation received by the Company includes a statement to the effect that the candidate to the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Section 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be considered and voted on by the Annual General Meeting of the Company convened for 28 June 2024, as well as documents relevant for those resolutions that have not yet been published.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company to be held on 28 June 2024, at 11:00 am, at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Polan. For more details, see the Notice of the Annual General Meeting attached as an appendix hereto.
Legal basis: Section 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2024 of 2 February 2024, Current Report No. 12/2024 of 29 February 2024, Current Report No. 15/2024 of 27 March 2024 and Current Report No. 29/2024 of 26 April 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 29 May 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, on behalf of the Company and selected companies of the Grupa Azoty Group (the “Grupa Azoty Group”), as listed in the appendix to Current Report No. 5/2024, being parties to the relevant financing agreements (the “Financing Agreements”), executed an amending annex (the “Annex”), effective as of 28 May 2024, to the standstill agreement signed on 2 February 2024 (as subsequently amended) with 13 institutions providing financing to the Grupa Azoty Group (the “Financing Institutions”): Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A., Poland Branch, BNP Paribas Faktoring sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring sp. z o.o. and Banco Santander S.A., Frankfurt Branch, as well as with the European Bank for Reconstruction and Development and the European Investment Bank (the “Standstill Agreement”).
The Annex to the Standstill Agreement ensures the continued availability of credit facility limits under the Financing Agreements, prevents the Financing Institutions from taking actions to cancel or reduce the available limits of the Financing Agreements, and prevents the exercise of certain rights under the Financing Agreements in the event of a breach or potential breach of the Financing Agreements occurring during the term of the Standstill Agreement, which has been extended under the Annex until 30 July 2024.
This will facilitate the continued development of a long-term restructuring plan for the Grupa Azoty Group. The Standstill Agreement may be subject to further extension with the consent of the Financing Institutions.
At the same time, the Parent has agreed to provide certain documents to the Financing Institutions in accordance with the agreed schedule, and to continue to apply the agreed restrictions provided for in the Standstill Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
The Company fulfils all debt service and repayment obligations under the Financing Agreements in a timely manner, and the available limits thereunder ensure liquidity and secure financing for the Company to meet its own requirements and obligations to suppliers, ensuring the continuity of operations.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 27 May 2024, the Supervisory Board of the Company, acting pursuant to Art. 30.1.1 in conjunction with Art. 22.2 and Art. 23.1 of the Company’s Articles of Association, resolved to appoint, with effect from 1 June 2024, the following persons to the Company’s Management Board for its current joint three-year term of office, which commenced on 26 May 2022:
The appointment resolutions became effective upon adoption.
The newly appointed Members of the Management Board of the Company have submitted representations to the effect that the activities they are engaged in outside the Company are not competing with the Company’s business and that they are not partners or shareholders in any competing partnership or company, nor are they members of the governing bodies of any other competing legal entities.
The representations received by the Company also include statements to the effect that none of the new Members of the Management Board is entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
For biographical sketches of the newly appointed Management Board Members, including their educational backgrounds, qualifications, previously held positions, and career highlights, see the attachments to this Current Report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 35/2024 of 20 May 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 27 May 2024 the Company’s Supervisory Board gave a positive assessment of the proposal of the Company’s Management Board to the Annual General Meeting on coverage net loss for the financial year to continue January 1st 2023–December 31st 2023, of PLN 602,715,247.63, from the Company's statutory reserve funds.
The final decision on the allocation of profit for 2023 will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby publishes estimates of selected consolidated financial results of the Grupa Azoty Puławy Group for the first quarter of 2024.
Discussion of Q1 2024 estimated results
In the first quarter of 2024, the Group generated estimated consolidated revenue of PLN 902 million and EBITDA of PLN -79 million, with an EBITDA margin of -8.8%.
The first quarter of 2024 witnessed ongoing challenges due to adverse global macroeconomic conditions. Overall demand for the Group’s products remained insufficient for the Group to regain operating profitability, especially amid a further decline in product selling prices.
In the reporting quarter, the prices of all raw materials used in production also experienced significant year-on-year declines, which in the case of the key feedstock, natural gas, reached 50% (based on TTF prices). The unit costs of energy carriers such as electricity and coal also fell. However, these declines were not substantial enough to deliver a positive EBITDA margin.
Main factors with a bearing on the Group’s financial performance in the key segments in Q1 2024 compared with Q1 2023:
Agro
In the Agro Segment, key performance drivers in the three months ended 31 March 2024 included stabilised production and higher sales volumes, with a concurrent general decline in the prices for products, raw materials and agricultural produce compared to the same period last year.
Increased purchasing activity of customers translated into a corresponding year-on-year growth in sales, mainly of nitrogen fertilizers (up by 36%). The typical seasonal increase in customer activity was delayed this year and interest in the segment's products only began to pick up toward the quarter’s end. The fertilizer market faced challenges due to the prolonged downward trend in crop prices, spanning a number of months, as well as pressure from fertilizer imports from outside the EU, encompassing both pricing and supply aspects given increased product volumes available on the market.
In the Agro Segment, a significant year-on-year decline was observed in the price of the key feedstock for nitrogen fertilizers, that is natural gas, which partly offset the decline in product prices but was insufficient to allow the Segment to report a positive EBITDA margin.
The prices of most non-fertilizer products also fell year on year, with the largest decrease recorded for NOXy®, Pulnox®, and technical-grade urea.
In January 2024, the Company, considering the existing market conditions and costs, resumed melamine production from one unit.
The Agro Segment’s estimated EBITDA margin for the first quarter of 2024 stood at -8.9%.
Plastics
The European market experienced an economic downturn, with escalating geopolitical tensions adversely affecting consumer buying sentiment. Logistic constraints caused by the Red Sea attacks led to reduced and delayed imports of PA6 and its derivatives from Asia, thereby boosting demand for the European products. However, real demand from the primary product application sectors in Europe remained subdued, albeit stable.
Due to the continued demand-supply challenges in the first quarter of 2024, production of caprolactam at the Company was not resumed in the period.
EBITDA delivered by the Plastics Segment in the first quarter of 2024 was negative at PLN -17 million.
The amounts presented above are estimates and are subject to change. The final figures will be presented in the consolidated report for the first quarter of 2024, to be issued on 28 May 2024.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 20 May 2024, it passed a resolution on coverage that the Company’s net loss for the financial year 2023 (to continue January 1st 2023–December 31st 2023), in the amount of PLN 602,715,247.63, requesting that it be covered from the Company's statutory reserve funds.
At the same time, the Company informs that pursuant to art. 382 § 3 of the Code of Commercial Companies, this application will be sent to the Company's Supervisory Board for evaluation. The final decision on the coverage of the 2023 net loss will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of 22 February 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Company will discontinue the monthly publication of production volume data starting from April 2024.
Production volume data will be reported on a quarterly basis in periodic reports.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 3/2024 of 26 January 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the release date for the consolidated report for the first quarter of 2024 has been changed from May 22 2024 to May 28 2024.
The release dates for the interim reports for the first half and the third quarter of 2024 remain unchanged, with the updated release dates for interim reports in 2024 provided below:
1. Quarterly reports:
2. Half-year report:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 8 May 2024, the Supervisory Board of the Company, acting pursuant to Art. 30.1.1 in conjunction with Art. 22.2 and Art. 23.1 of the Company’s Articles of Association, resolved to appoint, with effect from 1 May 2024, Wojciech Szmyła as Member of the Company’s Management Board for its current joint three-year term of office, which commenced on 26 May 2022, designating him as Vice President of the Management Board.
The appointment resolution became effective upon adoption.
The Company further announces that the new Member of the Management Board has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner or shareholder in any competing partnership or company or a member of the governing bodies of any other competing legal entity.
The representation received by the Company also includes a statement to the effect that the new Member of the Management Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
For a biographical sketch of the newly appointed Management Board Member, including his educational background, qualifications, previously held positions, and career highlights, see the attachment to this Current Report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 7 May 2024 the Company was notified by Hubert Kamola of his resignation as Member of the Company’s Supervisory Board, effective as of the same date. Apart from serving as Member of the Supervisory Board, from 12 April 2024 Mr Kamola was temporarily delegated by the Supervisory Board to act as President of the Company’s Management Board.
The resignation notice does not state the reasons for Mr Kamola’s decision.
On the same day, the Supervisory Board, acting pursuant to Art. 30.1.1 in conjunction with Art. 22.2 and Art. 23.1 of the Company’s Articles of Association, resolved to appoint, with effect from 8 May 2024, Hubert Kamola as Member of the Management Board for its current joint three-year term of office, which commenced on 26 May 2022, designating him as President of the Management Board.
The Company further announces that the new Member of the Management Board has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner or shareholder in any competing partnership or company or a member of the governing bodies of any other competing legal entity.
The representation received by the Company also includes a statement to the effect that the new Member of the Management Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
For a biographical sketch of the newly appointed Management Board Member, including his educational background, qualifications, previously held positions, and career highlights, see the attachment to this Current Report.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the non-financial report for 2023 covering Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at https://pulawy.grupaazoty.com
Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 5/2024 of 2 February 2024, No. 12/2024 of 29 February 2024 and No. 15/2024 of 27 March 2024 the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 25 April 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, Company’s and on behalf of the companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 5/2024, who are signatories to the relevant financing agreements (the “Financing Agreements”), executed an amending annex (the “Annex”) to the standstill agreement signed on 2 February 2024 with 13 institutions providing financing to the Grupa Azoty Group (the “Financing Institutions”): Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A., Poland Branch, BNP Paribas Faktoring sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring sp. z o.o. and Banco Santander S.A., Frankfurt Branch, as well as with the European Bank for Reconstruction and Development and the European Investment Bank (the “Standstill Agreement”).
The Annex to the Standstill Agreement ensures the continued availability of credit facility limits under the Financing Agreements, prevents the Financing Institutions from taking actions to cancel or reduce the available limits of the Financing Agreements, and prevents the exercise of certain rights under the Financing Agreements in the event of a breach or potential breach of the Financing Agreements occurring during the term of the Standstill Agreement, which has been extended under the Annex until 28 May 2024.
This will facilitate the continued development of a long-term restructuring plan for the Grupa Azoty Group. The Standstill Agreement may be subject to further extension with the consent of the Financing Institutions.
At the same time, the Parent has agreed to provide certain documents to the Financing Institutions in accordance with the agreed schedule, and to continue to apply the agreed restrictions provided for in the Standstill Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
The Company fulfils all debt service and repayment obligations under the Financing Agreements in a timely manner, and the available limits thereunder ensure liquidity and secure financing for the Company to meet its own requirements and obligations to suppliers, ensuring the continuity of operations.
Furthermore, on 25 April 2024, the Company, acting on its own behalf, Company’s and on behalf of the other Grupa Azoty Group companies being parties to the Financing Agreements, executed Waiver and Amendment Letters with the Financing Parties whereby these institutions consented to waive selected covenants under the Grupa Azoty Group’s Financing Agreements, including waiver of the covenant regarding the net debt to EBITDA ratio tested as at 31 December 2023.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
In the fourth quarter of 2023, the Company’s Group posted consolidated revenue of PLN 996 million and EBITDA of PLN 142 million, with EBITDA margin at 14.3%.
Positive contributors to the Group’s financial performance in the fourth quarter of 2023 included a grant from the National Fund for Environmental Protection and Water Management totalling of PLN 93 million representing support funds for energy-intensive sectors, as announced by the Company in Current Report No. 49/2023 of 20 December 2023.
Key factors affecting the Group’s performance in the fourth quarter of 2023 relative to the same period of the previous year by key segments:
Agro
In the Agro Segment, the key performance driver in the fourth quarter of 2023 was a stabilisation of natural gas prices, alongside an increase in coal and electricity prices. Additionally, there was a continued downward trend in the prices of agricultural crops, and although demand for nitrogen fertilizers remained relatively stable year on year, there was a weakening observed in the successive months of the quarter.
During the period under review, natural gas prices exhibited a diminishing amplitude of change, trending towards relative stability. Spot prices for the TTF index fluctuated between EUR 28/MWh and EUR 55/MWh, with an average for the entire quarter at EUR 41/MWh, marking a 57% decrease compared to the fourth quarter of 2022.
European producers faced ongoing pressure from fertilizer imports originating outside the EU, which, combined with the lower gas prices, led to a year-on-year decline in the prices for Agro Segment products. The agricultural industry’s purchasing power was constrained by the low crop prices and anticipation of further reductions. Despite this, interest in purchasing nitrogen fertilizers grew compared with the same period the year before. The combined fertilizer and urea production volumes of the Company’s Group were 9% higher in the fourth quarter of 2023, with a 13% increase in sales volumes relative to the last quarter of 2022. Sales volumes also rose in the case of melamine and technical grade urea. A positive factor amidst low demand was the narrowing price gap between European and imported products, fostering greater interest in local goods. The average prices of all segment products sold by the Company’s Group declined compared to the same period of the year before. The most significant declines (over 60%) were recorded in the case of NOXy and melamine prices. In November 2023, the Company completely halted melamine production, which had already been downsized due to prevailing market conditions.
The EBITDA margin delivered by the Agro Segment in the fourth quarter of 2023 improved year on year, reaching 14.3%.
Plastics
In the Plastics Segment, the fourth quarter of 2023 saw a year-on-year decrease in both feedstock (benzene) and product prices. Key sectors consuming polyamide (manufactured using caprolactam) operated at significantly reduced rates, reflecting weak end-user demand and the unfavourable macroeconomic climate. There was a notable improvement in indicators within the automotive sector, although they still remained below pre-pandemic levels. Demand in other PA6 application industries, such as packaging, textiles and consumer goods, was perceived as stable but low.
Due to the challenging demand-supply situation, production of caprolactam at the Company was suspended in March 2023 and did not resume until the year’s end.
EBITDA delivered by the Plastics Segment in the fourth quarter of 2023 was negative at PLN -11 million.
Key factors affecting 2023 performance
In 2023, the Company’s Group posted consolidated revenue of PLN 4,400 million and EBITDA of PLN -338 million, with EBITDA margin at -7.7%.
Last year, the Company’s Group experienced an extremely challenging financial situation as a result of a combination of internal and external factors.
Its results in the reporting period were impacted by the Company’s failure to adequately adjust to increasingly demanding market conditions. Unfavourable market trends were already evident in 2022, and in June last year the Company’s parent Grupa Azoty S.A. sought waivers of selected covenants from its financing institutions. Despite significant deterioration of its financial performance, the Company failed to come up with a comprehensive recovery plan in the following quarters. As a consequence, this led to a strained relationship with the market and persistently high production costs due to excessive gas purchase costs relative to market prices.
During the reporting period, the prices of gas stabilised in relation to the dynamic fluctuations seen in 2022, forcing down the prices of the Group’s products. The Group’s financial performance was also affected by unfavourable macroeconomic conditions globally, with no signs of a significant recovery in many sectors of European and global economies, as well as inflation, soaring to record highs especially in early 2023. Demand in the key markets was insufficient to ensure profitable production levels, although it improved gradually over the course of 2023. At the same time, the Company’s Group failed to take effective measures to optimise production.
The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the fourth quarter and 12 months of 2023, to be issued on 29 April 2024.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 12 April 2024 the Supervisory Board, acting pursuant to Art. 30.1.1) of the Company’s Articles of Association, passed resolutions to remove the following Members of the Company’s Management Board from the Management Board and from their respective positions:
The resolutions became effective upon adoption.
The Supervisory Board further resolved to temporarily delegate its Member, Mr Hubert Kamola, to act as President of the Company’s Management Board until a new President is selected following the recruitment procedure, for a period not longer than three months.
The resolution to delegate the Member of the Supervisory Board to serve as acting President of the Management Board came into effect upon adoption.
A brief description of Mr Hubert Kamola’s educational background, qualifications, previously held positions and employment record has been attached by the Company to this Current Report.
The Company further announces that Mr Hubert Kamola has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.
The representation received from Mr Hubert Kamola includes a statement to the effect that he is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on March 28th 2024 and resumed after an adjournment on April 11th 2024, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2022, item 2554, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 16/2024 of 28 March 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions voted on by the Company’s Extraordinary General Meetingreconvened on 11 April 2024 following an adjournment, together with the results of voting on the resolutions.
Documents pertaining to matters voted on at the Extraordinary General Meeting have been posted on the Company’s website https://pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and attached to Current Report No. 14/2024 of 20 March 2024, Current Report No. 21/2024 of 9 April 2024, and Current Report No. 22/2024 of 10 April 2024.
During the Extraordinary General Meeting, Grupa Azoty S.A. of Tarnów, a shareholder in the Company, submitted a draft resolution on the appointment of Chair of the Company’s Supervisory Board in reference to item 5 of the agenda – Voting on resolutions to change the composition of the Supervisory Board of Grupa Azoty Zakłady Azotowe Puławy S.A. The content of this draft resolution, which was passed by the Extraordinary General Meeting, has been attached to this Current Report.
The Management Board also publishes a draft resolution that was put to the vote but was not carried.
Legal basis: Par. 19.1.4, Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 11 April 2024 the Extraordinary General Meeting passed resolutions to remove the following persons from the Company’s Supervisory Board:
Krzysztof Majcher,
Marcin Szewczak.
The Extraordinary General Meeting also passed resolutions to appoint the following persons to the Supervisory Board:
Dariusz Bednorz,
Hubert Kamola,
Cezary Możeński.
At the same time, by resolution of the Extraordinary General Meeting, Mr Cezary Możeński was appointed Chair of the Supervisory Board.
The resolutions to remove and appoint Members of the Supervisory Board and to appoint Chair of the Supervisory Board take effect as of their date.
The Company further reports that the newly appointed Chair and Members of the Supervisory Board have submitted representations to the effect that they are not engaged in any activities competing with the Company’s business and that they are not shareholders or partners in any competing company or partnership, or members of governing bodies of any other competing legal persons.
The representations received by the Company include a statement to the effect that the newly appointed Members and Chair of the Supervisory Board are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational backgrounds, qualifications, previously held positions and employment records of the newly appointed Members of the Supervisory Board has been attached by the Company to this Current Report.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in March 2024.
Actual output figures will be released in the consolidated report for the first quarter of 2024.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that, on 10 April 2024, it received from Grupa Azoty S.A. of Tarnów, a shareholder in the Company, the nomination of Mr Dariusz Bednorz as a candidate for the position of Supervisory Board Member. The candidate was put forward as a result of the discussion held by the Extraordinary General Meeting, which, following its adjournment, is to be resumed on 11 April 2024, on item 5 of its agenda concerning changes in the composition of the Supervisory Board.
The candidate has received a positive opinion from the Council for State-Owned Companies and State Legal Persons, referred to in Art. 19.1 of the Act on State Property Management of 16 December 2016, and meets the requirements set out in the laws of general application.
A brief description of the educational background, qualifications, previously held positions and employment record of the candidate to the Supervisory Board has been attached by the Company to this Current Report.
The Management Board further announces that the candidate to the Supervisory Board has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.
The representation received from the candidate to the Supervisory Board also includes a statement to the effect that he is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that, on 9 April 2024, it received from Grupa Azoty S.A. of Tarnów, a shareholder in the Company, the nominations of Mr Cezary Możeński and Mr Hubert Kamola as candidates for the positions of Supervisory Board Members. The candidates were put forward as a result of the discussion held by the Extraordinary General Meeting, which, following its adjournment, is to be resumed on 11 April 2024, on item 5 of its agenda concerning changes in the composition of the Supervisory Board.
The candidates have received positive opinions from the Council for State-Owned Companies and State Legal Persons, referred to in Art. 19.1 of the Act on State Property Management of 16 December 2016, and meet the requirements set out in the laws of general application.
A brief description of the educational background, qualifications, previously held positions and employment record of each of the above candidates to the Supervisory Board has been attached by the Company to this Current Report.
The Management Board further announces that both of the above candidates to the Supervisory Board have made a representation to the effect that they are not engaged in any activities competing with the Company’s business, nor are they partners in any competing partnership under civil law or any other type of partnership, shareholders in any competing incorporated company or members of governing bodies of any other competing legal entities.
The representations received by the Company include a statement to the effect that the candidates to the Supervisory Board are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 5 April 2024 it received a statement dated 5 April 2024 from the Undersecretary of State at the Ministry of State Assets, attorney-in-fact for the Minister of State Assets, acting pursuant to Art. 32.1 of the Company’s Articles of Association, on the appointment of Ms Agnieszka Beata Kania to the Company’s Supervisory Board.
A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Member of the Supervisory Board has been attached by the Company to this Current Report.
The Company further reports that Ms Agnieszka Kania has submitted a representation to the effect that the activities she is engaged in outside the Company are not competing with the Company’s business and that she is not a shareholder in any company or partner in any partnership under civil law or another type of partnership, and is not a member of governing bodies of any companies or other legal persons competing with the Company’s business.
The representation received by the Company includes a statement to the effect that the newly appointed Member of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 3/2024 of 26 January 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the release date for the separate and consolidated full-year reports for 2023 has been changed from 10 April 2024 to 29 April 2024.
The release dates for the consolidated quarterly reports and the consolidated half-year report remain unchanged. The revised timetable for releasing the periodic reports in 2024 is as follows:
1. Quarterly reports:
2. Half-year report:
3. Full-year reports:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it has received a resignation of Mr Piotr Regulski from his position of Chair and Member of the Company's Supervisory Board. The resignation is dated 29 March 2024.
In the accompanying statement, Piotr Regulski cites further career plans outside the Grupa Azoty Group and personal circumstances as reasons for his resignation.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company Extraordinary General Meeting on 28 March 2024, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, no objections were raised to the minutes regarding the adopted resolutions.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Extraordinary General Meeting of the Company convened for March 28th 2024 passed a resolution to adjourn its proceedings. The Extraordinary General Meeting will be resumed at 11.00 am on April 11th 2024 at the Company’s registered office in Puławy, Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland (Executive Offices, room No. 16).
Legal basis: Par. 19.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 5/2024 of 2 February 2024 and No. 12/2024 of 29 February 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 27 March 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, Company’s and on behalf of the companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 5/2024, who are signatories to the relevant financing agreements (the “Financing Agreements”), executed an amending annex effective as of 26 March 2024 (the “Annex”) to the standstill agreement signed on 2 February 2024 with 13 institutions providing financing to the Grupa Azoty Group (the “Financing Institutions”): Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A., Poland Branch, BNP Paribas Faktoring sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring sp. z o.o. and Banco Santander S.A., Frankfurt Branch, as well as with the European Bank for Reconstruction and Development and the European Investment Bank (the “Standstill Agreement”).
The Annex to the Standstill Agreement ensures the continued availability of credit facility limits under the Financing Agreements, prevents the Financing Institutions from taking actions to cancel or reduce the available limits of the Financing Agreements, and prevents the exercise of certain rights under the Financing Agreements in the event of a breach or potential breach of the Financing Agreements occurring during the term of the Standstill Agreement, which has been extended under the Annex until 25 April 2024.
This will facilitate the continued development of a long-term restructuring plan for the Grupa Azoty Group. The Standstill Agreement may be subject to further extension with the consent of the Financing Institutions.
At the same time, the Parent has agreed to provide certain documents to the Financing Institutions in accordance with the agreed schedule, and to continue to apply the agreed restrictions provided for in the Standstill Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
The Company fulfils all debt service and repayment obligations under the Financing Agreements in a timely manner, and the available limits thereunder ensure liquidity and secure financing for the Company to meet its own requirements and obligations to suppliers, ensuring the continuity of operations.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 19 March 2024 it received a notice from Mr Jacek Lampart, a shareholder of the Company, proposing himself as a candidate to the Supervisory Board, with reference to item 5 of the agenda of the Extraordinary General Meeting convened for 28 March 2024.
A brief description of the educational background, qualifications, previously held positions and employment records of the candidate to the Company’s Supervisory Board is attached to this current report.
The Management Board of the Company also announces that the candidate has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing company or a member of governing bodies of any other competing legal entities.
The representation also includes a statement that the candidate to the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 20 April 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in February 2024.
Actual output figures will be released in the consolidated report for the first quarter of 2024.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2024 of 2 February 2024, the Management Board of of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 29 February 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf, Company’s and on behalf of the Grupa Azoty Group companies (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 5/2024, being parties to the relevant financing agreements (the “Financing Agreements”), executed an amending annex, effective as of 28 February 2024 (the “Annex”), to the standstill agreement signed on 2 February 2024 with 13 institutions providing financing to the Grupa Azoty Group (the “Financing Institutions”): Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A. Oddział w Polsce, BNP Paribas Faktoring sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring sp. z o.o. and Banco Santander S.A. Frankfurt Branch, as well as with the European Bank for Reconstruction and Development and the European Investment Bank (the “Standstill Agreement”).
The Annex to the Standstill Agreement ensures continued availability of credit limits under the Financing Agreements, prevents the Financing Institutions from taking any steps to cancel or reduce the available limits of the Financing Agreements, and prevents the exercise of certain rights under the Financing Agreements in case of a breach or potential breach of the Financing Agreements occurring during the term of the Standstill Agreement, which has been extended under the Annex to 25 March 2024 (and, after the availability of one of the working capital facilities is extended at least to 26 March 2024, will also be extended to 26 March 2024).
This will facilitate the development of a long-term restructuring plan for the Grupa Azoty Group. The Standstill Agreement may be subject to further extension with the consent of the Financing Institutions.
At the same time, the Parent has agreed to provide certain documents to the Financing Institutions in accordance with the agreed schedule, and to continue to apply the agreed restrictions provided for in the Standstill Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
The Company fulfils all debt service and repayment obligations under the Financing Agreements in a timely manner, and the available limits thereunder ensure liquidity and secure financing for the Company to meet its own requirements and obligations to suppliers, ensuring the continuity of operations.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Extraordinary General Meeting convened for March 28th 2024.
Legal basis: Section 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company, to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on March 28th 2024, in accordance with the notice attached as an appendix to this Current Report.
Legal basis: Section 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 19 February 2024 it received a statement dated 19 February 2024 from the Undersecretary of State at the Ministry of State Assets, attorney-in-fact for the Minister of State Assets, acting pursuant to Art. 32.1 of the Company’s Articles of Association, to the effect that Mr Paweł Kowalczyk has been removed from the Company’s Supervisory Board.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Report No. 6/2024 of 12 February 2024, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 14 February 2024 the Supervisory Board of the Company passed a resolution to appoint Ms Justyna Majsnerowicz as Acting President of the Management Board of the Company, to serve in this role until the date when a person selected in the Management Board Member recruitment process is appointed President of the Management Board.
During that period Ms Justyna Majsnerowicz will concurrently serve in her current role as Vice President of the Management Board.
Ms Justyna Majsnerowicz has submitted a representation to the effect that the activities she is engaged in outside the Company are not competing with the Company’s business and that she is not a shareholder in any company or partner in any partnership under civil law or another type of partnership, and is not a member of the governing bodies of any companies or other legal persons competing with the Company’s business.
The representation received by the Company includes a statement to the effect Ms Justyna Majsnerowicz is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of Ms Justyna Majsnerowicz’s educational background, qualifications, previously held positions and employment record is attached to this current report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in January 2024.
Actual output figures will be released in the consolidated report for the first quarter of 2024.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 12 February 2024 the Company received a letter of resignation from Mr Marcin Kowalczyk from his position as President and member of the Management Board of the Company, with effect from 13 February 2024.
Marcin Kowalczyk did not state the reasons for his resignation.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 2 February 2024, the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf and on behalf of the Grupa Azoty Group companies listed in the appendix to this report (the “Grupa Azoty Group”), signatories to the relevant financing agreements (“Financing Agreements”), entered into an agreement with 13 institutions providing financing to the Grupa Azoty Group (the “Financing Institutions”): Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A., Poland Branch, BNP Paribas Faktoring sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring sp. z o.o. and Banco Santander S.A., Frankfurt Branch, as well as with the European Bank for Reconstruction and Development and the European Investment Bank.
The agreement ensures the continued availability of credit limits under the Financing Agreements, prevents the Financing Institutions from taking actions to cancel or reduce the available limits of the Financing Agreements, and prevents the exercise of certain rights under the Financing Agreements in case of a breach or potential breach of the Financing Agreements occurring during the term of the agreement, which is effective until 27 February 2024.
This will facilitate the development of a long-term restructuring plan for the Grupa Azoty Group. The agreement may be subject to extension with the consent of the Financing Institutions.
At the same time, the Parent has agreed to provide specific documents to the Financing Institutions, introduce agreed restrictions on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities, and to appoint a financial advisor for the Financing Institutions.
The Company meets all debt service and repayment obligations under the Financing Agreements in a timely manner, and the available limits ensure liquidity and secure financing for the Company to meet its own requirements and obligations to suppliers, ensuring the continuity of operations.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 45/2023 of 9 November 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 30 January 2024 resolved to resume melamine production (Agro Segment) and to commence on 30 January 2024 the start-up of the Melamine III. The unit’s production volumes will be adjusted according to prevailing market conditions. The Melamine III unit’s maximum daily capacity of 90 tonnes accounts for approximately one-third of the rated capacity of all melamine units operated.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company ”) will announce its 2023 full-year results and 2024 interim results as per the following schedule:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
Furthermore, the Company announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate quarterly condensed consolidated financial statements and quarterly financial information.
Also, the Company will not publish a separate (non-consolidated) half-year report, as permitted under Par. 62.3 of the Regulation.
Further, the Company will not publish separate or consolidated quarterly results for Q4 2023 and Q2 2024, as permitted under Par. 79.2 of the Regulation.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 50/2023 of 20 December 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on 26 January 2024 the Company received an updated work schedule from Polimex-Mostostal S.A., the general contractor for the project to construct a coal-fired power generation unit (the “Contractor”), according to which the project is expected to be completed in October 2024. At the same time, the Contractor requested that the parties conduct mediation proceedings.
The company will issue a separate report announcing a decision on the method of settlement relating to the extension of the project completion.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in December 2023.
Actual output figures will be released in the consolidated annual report for 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on December 29th 2023 an annex (the “Annex”) was signed to the Long-Term Agreement for the Supply of Thermal Coal (the “Agreement”) executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009.
The Agreement provides for the supply of thermal coal to the Company.
In the Annex to the Agreement, the Parties set new dates for the deferred deliveries related to 2022 and 2023 (as announced by the Company in Current Report No. 33/2022 of November 28th 2022) and, consequently, set new supply volumes for the period 2024–2026, including the deferred deliveries. In addition, the Parties agreed on the price of coal to be supplied in 2024 and decided to extend the term of the Agreement by one year, i.e. until the end of 2028.
Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2028 is estimated at PLN 2,848m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. about 1.3% less than disclosed in Current Report No. 33/2022 of November 28th 2022). Of that amount:
1. PLN 1,233m (VAT exclusive) is the value of the Agreement attributable to the period 2023–2027 (i.e. 11.9% less than disclosed with respect to that period in Current Report No. 33/2022 of November 28th 2022),
2. PLN 1,199m (VAT exclusive) is the planned value of the Agreement attributable to the period 2024–2028. The extension of the term of the Agreement by one year will result in a 29% increase of the supply volumes in that period.
The other terms of the Agreement do not differ from standard terms used in agreements of such type.
Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company's CHP plant, providing coal with parameters required by the Company.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 26/2023 of May 29th 2023, Current Report No. 37/2023 of July 14th 2023 and Current Report No. 42/2023 of September 26th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on December 20th 2023 the Company received from Polimex-Mostostal S.A., the general contractor for the construction of the coal-fired power generation unit project (the “Contractor”), a notice of extension of the project completion date. The Contractor did not provide a new date for performing the contract, stating that it was conducting a relevant analysis, following which a revised work schedule would be sent and a new date would be specified for signing the Commissioning Report for the Power Generation Unit.
The reason for the extension of the project completion date by the Contractor is a boiler failure, involving damage to the second stage steam superheater.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Company has received public aid under the ‘Aid to energy-intensive industries related to natural gas and electricity prices in 2023’ programme administered by the National Fund for Environmental Protection and Water Management. The amount of the financial aid granted to the Company is PLN 93m.
This amount will be included in the separate and consolidated financial results for the fourth quarter of 2023.
The funds were granted pursuant to the Act on the Rules of Implementation of Business Support Programmes in View of the Situation on the Energy Market in 2022–2024 of September 29th 2022.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in November 2023.
Actual output figures will be released in the consolidated annual report for 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Following the release by Grupa Azoty S.A. on November 20th 2023 of Current Report No. 55/2023 and in reference to the Company’s own Current Report No. 30/2023 of June 6th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it has been notified today that the Company’s Parent Grupa Azoty S.A. decided to initiate discussions with Orlen S.A. to cease any further steps towards potential acquisition of the Company by Orlen S.A.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in october 2023.
Actual output figures will be released in the consolidated annual report for 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 9th 2023 the Melamine II unit was shut down for repair due to technical issues. Accordingly, given the earlier production cutdown to adjust output to the prevailing market conditions, there is currently no melamine production at the Company. Orders will continue to be fulfilled by drawing on existing product stocks. Resumption of melamine production will be announced by the Company in subsequent current reports.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Grupa Azoty Puławy Group for the third quarter and nine months of 2023.
Discussion of the results for the third quarter of 2023
In the three months ended September 30th 2023, the Group generated consolidated revenue of PLN 1,008m, EBITDA of PLN -65m, and an EBITDA margin of -6.4%.
The period saw improved demand, most notably for fertilizer products and, to a degree, for certain non-fertilizer products of the Agro Segment, especially relative to the prior quarter. This led to an increase in production volumes and a decrease in fertilizer inventories.
The prices of major products fell on average by as much as 60% year on year. The costs of energy utilities, such as electricity and coal, rose by an average of 89% year on year. While considerably higher than in other markets, natural gas prices in Europe remained stable for most of the period. This stabilisation, which contrasted the volatility witnessed in the previous year, was primarily attributable to a record surge in renewable energy production, abundant gas stocks in European storage facilities, and above-average temperatures.
Main drivers of the results for the third quarter of 2023 in the key segments:
Agro
The three months to September 30th 2023 saw a rise in demand for the Group’s products, mainly attributable to farmers restocking their supplies and purchasing fertilizers for the upcoming autumn application season as well as the market reverting to its usual seasonal demand-price dynamics. The total sales volume of fertilizers was up 29% year on year.
As regards non-fertilizer products (RedNox® products including LIKAM®, NOXy®, PULNOX®, melamine, and technical urea), the period was generally characterised by weak demand due to global macroeconomic headwinds and an influx of cheap imports into Europe. Consequently, a 15% year-on-year decline but a 63% quarter-on-quarter increase in sales volume was recorded.
The suspension of tariffs on ammonia and urea imports into the European Union in the first half of 2023 (from December 2022) was a major factor supporting the expansion in Europe of products from regions with significant energy, environmental and labour cost advantages.
The prices of natural gas, a key feedstock for the Agro Segment, also declined year on year, reflecting the prevailing market trends. It is noteworthy that gas prices in Europe remain even several times higher than in other markets, as indicated by benchmarks such as Henry Hub in the US.
The Agro Segment’s EBITDA margin generated in the third quarter of 2023 stood at -7.7%.
Plastics
Conditions in the Plastics Segment in the three months to September 30th 2023 were largely determined by reduced demand for polyamide (which is obtained from caprolactam conversion) from all major consumers, including engineering plastics, carpet fibres, and packaging film producers. This drop in demand placed strong downward pressure on the prices of European plastics, which, to a certain extent, helped curtail imports from highly cost-competitive markets, especially in Asia.
Considering the prevailing demand and supply conditions in Europe, caprolactam production remains on hold.
Estimated results for the first nine months of 2023
In the nine months ended September 30th 2023, the Group generated consolidated revenue of PLN 3,403m, EBITDA of PLN -480m, and an EBITDA margin of -14.1%.
The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the third quarter and nine months of 2023, to be issued on November 8th 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in September 2023.
Actual output figures will be released in the consolidated report for the third quarter of 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 26/2023 of May 29th 2023 and Current Report No. 37/2023 of July 14the 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on September 26th 2023 the Company received an updated work schedule from Polimex-Mostostal S.A., the general contractor for the construction of the coal-fired power generation unit project (the “Contractor”), according to which the project is expected to be completed in mid-December 2023.
The postponement of the completion date was due to unforeseen technical problems encountered during the start-up phase.
At the same time, the Company announces that the malfunction of the steam turbine reported by the Company in Current Report No. 26/2023 of May 29th 2023 has been successfully removed, and the turbine has been synchronised with the national power grid. The construction has been completed, and the unit is currently undergoing an adjustment run.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes estimates of selected consolidated financial results of the Grupa Azoty Puławy Group (the “Group”) for the three and six months ended June 30th 2023.
Discussion of the results for the second quarter of 2023
In the three months ended June 30th 2023, the Group generated consolidated revenue of PLN 1,166m, EBITDA of PLN -162m, and an EBITDA margin of -13.9%.
The second quarter of 2023 witnessed challenging macroeconomic conditions, resulting in diminished demand both in the Group’s product markets and in downstream sectors. The low demand exerted further downward pressure on product prices and caused a reduction in sales volumes, leading to scaled-back production across all key business segments of the Group. The quarter was also a period of relatively high costs of raw materials and energy, adversely impacting profit margins.
Natural gas prices, while fluctuating, remained in a downward trend. The pressure on prices was supported by elevated inventory levels, increased power output from renewable energy sources, continued strong LNG supplies to Europe, as well as favourable weather conditions and a drop in coal prices.
The Company’s results for the three months ended June 30th 2023 were bolstered by the sale of CO2 emission allowances (EUAs), purchased on the market in previous periods. The sale involved excess EUAs resulting from lower production levels at the Subsidiary and remaining after it had surrendered EUAs matching its actual emissions for 2022. The total positive effect of these transactions on the Group's EBIT and EBITDA in the reporting period was PLN 182.2m.
Main drivers of the results for the second quarter of 2023 in the key segments:
Agro
In the three months ended June 30th 2023, there was a 23.9% year-on-year decline in total fertilizer sales volumes, attributed primarily to subdued demand. Furthermore, the confidence level in Polish agriculture was unfavourable, compounded by a downward trend in grain prices. The European Union’s suspension of tariffs on urea and ammonia remained in effect until June 17th 2023. There was an increase in imports of fertilizers into the European and domestic markets. Prices of natural gas, a key feedstock for fertilizer production, were in a downtrend. In the second quarter of 2023, TTF spot prices were EUR 35/MWh, marking a 63% year-on-year decrease. This, coupled with factors in the agricultural market and the supply-demand dynamics within the fertilizer market, led to diminished demand and exerted downward pressure on fertilizer prices.
Due to the weak demand, the Company aligned production levels at its own facilities with the prevailing supply and demand conditions in the European market during the quarter under review. In the second quarter of 2023, production was resumed at the Melamine II and Melamine III units. Production of nitrogen fertilizers and urea in the second quarter of 2023 fell year on year by, respectively, 52.6% and 75.5%. In the case of compound fertilizers, production declined by 13.6% year on year.
The Agro Segment posted an EBITDA margin of -42.4% for the three months ended June 30th 2023.
Plastics
In the Plastics Segment, the three months ended June 30th 2023 saw reduced purchasing activity in the segment’s key industries, namely construction and furniture manufacturing. Increased production in the automotive sector and rising new car sales in the EU did not translate into higher orders, let alone an overall surge in demand for the segment’s main product, caprolactam. Considering the prevailing demand and supply conditions, caprolactam production remains on hold.
Estimated results for the first half of 2023
In the six months ended June 30th 2023, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 2,395m, EBITDA of PLN -415m, and an EBITDA margin of -17.4%.
The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for the six months ended June 30th 2023, scheduled for issue on September 27th 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in August 2023.
Actual output figures will be released in the consolidated report for the third quarter of 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Reports No. 3/2023 of January 20th 2023 and 18/2023 of May 12th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the release date for the consolidated H1 2023 report has been changed from August 30th 2023 to September 27th 2023.
The release date for the interim report for the third quarter of 2023 remains unchanged, with the updated release dates for interim reports in 2023 provided below:
1. Quarter interim reports:
2. Half-year interim reports:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. publishes, attached hereto, estimates of consolidated production output in July 2023.
Actual output figures will be released in the consolidated report for the third quarter of 2023.
Legal
basis: Article
17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council
of April 16th 2014 on market abuse (market abuse regulation) and repealing
Directive 2003/6/EC of the European Parliament and of the Council and
Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June
12th 2014, No.
L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 15/2023 of April 24th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on July 14th 2023 it was notified that on July 13th 2023 the other party to the EPC contract for the ‘Construction of a coal-fired power generation unit’ between the Company and the consortium comprising Polimex-Mostostal S.A., Polimex Energetyka Sp. z o.o. and SBB Energy S.A., the general contractor engaged to perform the project (the “Contractor”), had signed an annex amending the EPC contract.
Under the annex, the following amendments were made to the EPC contract: the Contractor’s fee was increased by PLN 35m (to PLN 1,196,655,000.00 (exclusive of value added tax)) and the project completion deadline was extended by 223 days, to June 3rd 2023. These amendments satisfy the Contractor’s request announced by the Company in Current Report No. 36/2021 of November 22nd 2021 and Current Report No. 7/2022 of April 22nd 2022. The annex becomes effective as of the date on which it is signed by all the Parties.
Due to the failure of the steam turbine reported by the Company in Current Report No. 26/2023 of May 29th 2023, the project was not completed by that deadline. The Contractor tentatively estimates that the completion of the project (commissioning of the unit) will take place by September 30th 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, estimates of consolidated production output in June 2023.
Actual output figures will be released in the consolidated report for the first half of 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 28th 2023 the Company completed the process to sell a total of 938,478 carbon emission allowances (“EUAs”) purchased on the market in earlier periods. The sale involved excess EUAs resulting from lower production levels at the Company and remaining after it had surrendered EUAs matching its actual emissions for 2022.
The Company has assessed that the transaction has had a positive effect on its liquidity position, leading to a reduction in its net debt both on a separate and on a consolidated basis.
Proceeds from the sale of the EUAs, amounting to EUR 80.8m (PLN 360.2m), will increase the Company’s separate and consolidated EBIT and EBITDA for Q2 and H1 2023 by PLN 182.2m.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (the “AGM”) held on June 26th 2023, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2022, item 2554, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Annual General Meeting on June 26th 2023, together with the results of voting on the resolutions.
Furthermore, the Company’s Management Board publishes, attached hereto, the draft resolution which were put to vote but not passed by the Annual General Meeting.
At the Annual General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and were also published by the Company with its separate and consolidated full-year reports and attached to Current Report No. 27/2023 of May 30th 2023.
Legal basis: Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”, the “Buyer”) announces that on June 20th 2023 the Company and its parent Grupa Azoty S.A. and the following companies: Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A., Grupa Azoty Zakłady Fosforowe Gdańsk Sp. z o.o. (jointly referred to as “Buyers” and separately as a “Buyer”) and PKN Orlen S.A. (“PKN Orlen”, the “Seller”), executed an annex to the framework gas supply agreement and new bilateral Individual Contracts. The estimated value of the contracts for the Company and its subsidiary, Grupy Azoty Zakłady Fosforowe Gdańsk Sp. z o.o. over their four-year term will be approximately PLN 8.8bn, VAT exclusive.
The Framework Agreement, executed on April 13th 2016 for an indefinite term, sets out a uniform procedure for all Buyers for concluding and terminating Individual Contracts, the processes for placing orders, making payments and withholding and reducing supplies, renegotiation clauses, and the rules for joint settlement of deliveries. Its provisions, as amended by the annex, apply to deliveries made as of July 1st 2023.
The new Individual Contracts have been concluded for a four-year period of deliveries, starting October 1st 2023, under the 3+1 formula, i.e., after three years of the contract term, the fourth year is optional and no contractual penalties are charged for termination of the contract after three years provided that a termination notice is given by September 30th 2025.
An Individual Contract is an implementing agreement to the Framework Agreement, concluded for a definite period in the form of a comprehensive agreement (applies to sale at a physical point), specifying quantities, schedule, payment terms, price formulas based on exchange indices and detailed commercial parameters for the supply of gaseous fuel to a Buyer.
The terms of the Individual Contracts do not differ from standard terms used in contracts of this type.
The annex to the Framework Agreement, together with the new Individual Contracts the Company and its subsidiary, Grupy Azoty Zakłady Fosforowe Gdańsk Sp. z o.o., will secure, during their term, at least 90% of the gas demand of the Buyers.
In addition, further to Current Report No. 18/2016 of April 13th 2016 on the execution of an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. (currently PKN Orlen S.A.), No. 28/2017 of June 21st 2017 on the execution of Individual Contracts with PKN Orlen, and No. 12/2019 of May 23rd 2019 and No. 20/2022 of July 7th 2022 on their extension, the Company announces that on June 20th 2023 it executed an annex to the currently binding Individual Contract, whereby the commercial terms of gas deliveries by the Seller in the period from July 1st 2023 to September 30th 2023 will be the same as those set forth in the Framework Agreement amended by the annex and in the new Individual Contract which is to take effect on October 1st 2023.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, estimates of consolidated production output in May 2023.
Actual output figures will be released in the consolidated report for the first half of 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“GA Puławy”) announces that a non-disclosure document setting out a procedure for sharing information between the parties was signed by the GA Puławy, PKN ORLEN S.A. and Grupa Azoty S.A. on June 6th 2023 in connection with the parties’ intention to enter into discussions regarding a potential acquisition by PKN ORLEN S.A. (the “Transaction”) of GA Puławy, to be preceded by due diligence.
The non-disclosure document defines the rules for sharing information during the due diligence review of GA Puławy. It does not constitute a commitment by either party to pursue the Transaction.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 23/2022 dated August 10th 2022 and Current Report No. 21/2023 of May 17th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 1st 2023 it decided to commence the process to restart another melamine unit, Melamine II, on June 2nd 2023. At 90 tonnes per day, the capacity of the Melamine II unit represents about a third of the Company’s total rated capacities in melamine. Its output will be aligned with the current supply and demand situation.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Annual General Meeting convened for June 26th 2023.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company, to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on June 26th 2023, in accordance with the notice attached as an appendix to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 15/2023 of April 24th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces, based on information received from Polimex-Mostostal S.A., the general contractor under the EPC contract for the construction of a coal-fired power generation unit (the “Contractor”), that it will not be possible to complete the project by the date agreed between the parties, that is June 3rd 2023.
Due to improper operation of the steam turbine, it has become necessary to halt some of the start-up work. The Contractor is currently waiting for the turbine supplier to provide a technical report on the incident.
The Contractor tentatively estimates that the completion of the project (commissioning of the unit) will take place by September 30th 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 22/2023 of May 23rd 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 25th 2023 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual General Meeting for allocation of the net profit for the financial year 2022, of PLN 236,629,876.21, in full be allocated to the Company’s statutory reserve funds.
The final decision on the allocation of profit for 2022 will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting (the “EGM”) held on May 24th 2023, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2022, item 2554, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Extraordinary General Meeting on May 24th 2023, together with the results of voting on the resolutions.
At the Extraordinary General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 23rd 2023 it passed a resolution to propose that the Company's entire net profit for the financial year January 1st 2022–December 31st 2022, in the amount of PLN 236,629,876.21, be allocated to the Company's statutory reserve funds.
The decision to retain the entire profit earned in 2022 in the Company is made considering the Company’s liquidity needs and in order to secure financing for investment projects. This includes continuation of ongoing projects and launch of new ones, relating in particular to decarbonisation under the Green Azoty project.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 6/2023 of March 9th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it made a decision to resume melamine production (Agro Segment) and to commence preparations on May 17th 2023 for the start-up of the Melamine III unit. The unit’s production volumes will be adjusted according to current supply and demand. The Melamine III unit’s daily capacity of 90 tonnes accounts for approximately one-third of the rated capacity of all melamine units operated by the Company.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes estimates of selected consolidated financial results of the Grupa Azoty Puławy Group for the first quarter of 2023.
Discussion of Q1 2023 estimated results
In the first quarter of 2023, the Grupa Azoty Puławy Group generated estimated consolidated revenue of PLN 1,229m, EBITDA of PLN -253m, and an EBITDA margin of -20.6%.
The quarter saw continuing demand-supply imbalances in European markets caused, among others, by the consequences of Russia’s military aggression against Ukraine, persistently high inflation, high prices of energy carriers, including electricity and coal, and duty-free non-EU imports of fertilizers and plastics produced with cheaper raw materials. These developments led to a drop in demand for the Company’s products. During the period under analysis, a decline was observed in the activities of the economic sectors buying Grupa Azoty Puławy Group’s products, such as the automotive, construction and furniture industries. The supply-demand imbalance resulted in pressures to reduce product prices and in output cuts, which the Company has been announcing in monthly current reports since the beginning of this year. The Company expects the market to improve from the third quarter of 2023.
The first quarter results were bolstered by PLN 79.9m in funding granted to the Company by the National Fund for Environmental Protection and Water Management as part of the support provided to energy-intensive sectors in view of the sudden increases in natural gas and electricity prices in 2022.
The key operational factors that impacted the results posted by the main segments were as follows:
Agro
Fertilizer sales fell in the first quarter due to low purchasing activity of customers. In addition, the supply-demand situation was adversely affected by EU and non-EU imports of fertilizers (mainly of urea), which were driven, among others, by the decision of the Council of the European Union of December 16th 2022 to temporarily suspend urea and ammonia tariffs. The Grupa Azoty Puławy Group adjusted its fertilizer production to market conditions on an ongoing basis and, like most European producers, significantly reduced its fertilizer output.
The reporting quarter saw a year-on-year decline in sales volumes and prices of nitrogen fertilizers. In the case of commodities, there was an increase in electricity and coal prices, while natural gas prices paid by the Company were at a level similar to the same period last year.
In the case of compound fertilizers, a year-on-year increase in the prices of key raw materials (phosphate rock, potassium chloride) caused the prices of these fertilizers to grow. Coupled with a slump in demand, this led to a lower output and sales of compound fertilizers compared to the same period last year.
As regards non-fertilizer products, sales volumes declined due to low customer activity, with the steepest fall reported for melamine. Prices of most products were lower than in the same period last year. An increase was reported for urea solution (PULNOx®), ammonia water (LIKAM®)), and carbon dioxide (ONECON). In March, the Company temporarily halted melamine production due to the demand-supply situation in the European market.
The Agro Segment’s estimated EBITDA margin for the first quarter of 2023 stood at -16.7%.
Plastics
In Europe, demand for the segment’s products from all of the key sectors (automotive, construction, and packaging) remained low. Moreover, manufacturers were under strong pressures from competitive non-EU imports. As a result of the adverse market conditions, the Plastics Segment reported a year-on-year decline in both sales volumes and prices of caprolactam, its key product. Prices of the main raw material for caprolactam production (benzene) fell year on year, but high inventory levels throughout the supply chain of the aforementioned sectors caused a postponement of purchasing decisions. Due to the demand-supply situation, the Company temporarily halted the production of caprolactam in March.
The Plastics Segment’s estimated EBITDA margin for the first quarter of 2023 stood at -58.8%.
The amounts presented above are preliminary and may be subject to change. The final results will be presented in the consolidated report for the for the first quarter of 2023, to be issued on May 22nd 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, estimates of consolidated production output in April 2023.
Actual output figures will be released in the consolidated report for the first half of 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 3/2023 of January 20th 2023, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the release date for the consolidated report for the first quarter of 2023 has been changed from May 25th 2023 to May 22nd 2023.
The release dates for the interim reports for the first half and the third quarter of 2023 remain unchanged, with the updated release dates for interim reports in 2023 provided below:
1. First and third quarter interim reports:
2. Half-year interim reports:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Extraordinary General Meeting convened for May 24th 2023.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company, to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on May 24th 2023, in accordance with the notice attached as an appendix to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 20/2019 of June 26th 2019, No. 29/2019 of September 25th 2019, No. 36/2021 of November 22nd 2021, No. 38/2021 of December 30th 2021 and No. 7/2022 of April 22nd 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 24th 2023 the Company’s Supervisory Board approved its proposal to the General Meeting regarding amendments to the ‘Construction of a coal-fired power generation unit’ project which involve an increase of the project budget from PLN 1,200m to PLN 1,230m (exclusive of value added tax) and extension of the project completion deadline by 223 days, i.e. until June 3rd 2023.
The reason for this proposal was the general contractor’s request to amend the contract, particularly with regard to its value and completion deadline. The contractor invoked the fact that the period scheduled for the contract execution coincided with the occurrence of certain force majeure events, with implications unseen in recent years, namely the COVID-19 pandemic and the Russian invasion of Ukraine, which had led to extraordinary and unforeseeable increases in the prices of materials and services as well as the PLN/EUR exchange rate.
The intention behind the budget increase is to secure funds sufficient to deliver the project and to satisfy the general contractor’s request for an increase of its fee, as announced by the Company in Current Report No. 7/2022 of April 22nd 2022, to the extent granted by the Company. Following mutual analyses and discussions, the request for an increase of the general contractor’s fee was granted in the amount of PLN 35m.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information.
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that based on its accounting policy which requires that at the end of each quarter inventories be measured at cost not exceeding their net realisable value, in its financial statements for the first quarter of 2023 the Company recognised inventory write-downs which, together with the use and reversal of write-downs during the quarter, will result in a PLN 87m drop in EBIT and EBITDA.
In the consolidated financial statements of the Company’s Group, net inventory write-downs for the first quarter of 2023 will be reported at approximately PLN 75m. The write-downs will reduce the consolidated EBIT and EBITDA of the Company’s Group.
The write-downs are non-cash charges and have no effect on the liquidity position of the Company or its Group.
The Company’s financial statements for the first quarter of 2023 are under preparation, so the above amounts are not final and may be changed. The Company’s Q1 2023 report is scheduled for issue on May 25th 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, estimates of consolidated production output in March 2023.
Actual quarterly output figures will be released in the consolidated report for the first quarter of 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the non-financial report for 2022 covering Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at https://pulawy.grupaazoty.com
Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 10/2021 of April 29th 2021 and No. 3/2022 of March 31st 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 21st 2023, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., COMPO EXPERT GmbH and COMPO EXPERT Hellas S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed an annex to the payment services and financing agreement signed on April 29th 2021 (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”).
The amendment to the Annex to the Reverse Factoring Agreement increased the factoring limit from PLN 800m to PLN 950m (or its equivalent in EUR or USD).
The limit under the Reverse Factoring Agreement is available until April 30th 2024. The Bank’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the Reverse Factoring Agreement amount as increased under the Annex to the Reverse Factoring Agreement.
The other material terms of the Reverse Factoring Agreement were presented in the Company’s Current Reports No. 10/2021 of April 29th 2021 and No. 3/2022 of March 31st 2022.
The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes estimates of selected consolidated financial results of the Grupa Azoty Puławy Group for the fourth quarter and full year 2022.
Commentary on fourth-quarter 2022 results
In the fourth quarter of 2022, the Company’s Group posted consolidated revenue of PLN 1,855m and EBITDA of PLN 4m, with EBITDA margin at 0.2%.
The fourth-quarter 2022 results of the Company and its Group were affected by significant impairment losses on non-financial non-current assets and significant write-downs of finished goods, semi-finished goods and material inventories. The Company reported on the impairment losses and write-downs in its Current Report No. 9/2023 on March 13th 2023.
The inventory write-downs recognised in the fourth quarter of 2022 reduced consolidated EBIT and consolidated EBITDA by PLN 91m.
The impairment losses on non-financial non-current assets led to a PLN 568m decrease in consolidated EBIT for 2022. In accordance with the applied accounting policies, the impairment losses are one-off non-cash charges with no impact on consolidated EBITDA.
Key factors affecting financial performance in the fourth quarter of 2022 relative to the same period of last year by key segments:
Agro
Performance in the Agro Segment in the fourth quarter of 2022 was mainly driven by strong fluctuations in prices of natural gas and other commodities, supply-demand imbalance, and falling prices of agricultural produce.
Natural gas prices in the period were subject to extreme volatility, with TTF spot prices ranging from EUR 22 to EUR 160 per MWh. Given a downtrend in natural gas prices, a decision was made in October 2022 to partly resume fertilizer and melamine production, which was previously halted or curtailed in August 2022.
The fertilizer market was stagnant in the fourth quarter of 2022. Manufacturers were waiting for market activity and sales to rebound ahead of the upcoming fertilizer application season, while customers were holding off on purchases in anticipation of a drop in fertilizer prices expected as a result of a quarter-on-quarter fall in natural gas prices. These divergent expectations led to weak demand and an increase in fertilizer inventory levels at manufacturers and distributors. Reduced fertilizer purchases also reflected warning signs from the agricultural market, particularly a downward trend in prices of agricultural produce, compounded by high volumes of grain coming from Ukraine.
Sales of melamine and RedNox® fell in the fourth quarter of 2022 due to high supply in the European market, with prices up year on year. Melamine prices rose and RedNox® prices fell quarter on quarter. Sales volumes dropped significantly year on year.
The market was also monitoring the possible effects of an increase in China’s export potential as production in the country rebounded following easing of the zero COVID policy restrictions. Curtailed in July 2022, the Company’s melamine production was partially resumed on the back of lower natural gas prices at the end of October 2022.
The Agro Segment’s fourth-quarter 2022 EBITDA margin fell significantly year on year, to 0.3%. Segment results were reduced by impairment losses and write-downs.
Plastics
In the Plastics Segment, prices of feedstocks (benzene) and products fell quarter on quarter and rose year on year in the fourth quarter of 2022. Market prices for polyamide (caprolactam is used in the production of polyamide) were in a downtrend reflecting weak demand, an influx of imports and falling commodity and energy prices. Demand fell across virtually all industries: automotive, construction, packaging, electronics, and electrical engineering.
In response to a change in market conditions, including a quarter-on-quarter drop in prices of key feedstocks, a decision was made in October 2022 to resume caprolactam production at the Company, which was halted in August 2022 due to high feedstock costs.
EBITDA margin delivered by the Plastics Segment in the fourth quarter of 2022 was negative at -72.0%. Segment results were reduced by impairment losses and write-downs.
Key 2022 performance drivers
In 2022, the Company’s Group posted consolidated revenue of PLN 8,899m and EBITDA of PLN 1,076m, with EBITDA margin at 12.1%.
The Grupa Azoty Puławy Group’s performance in the reporting period was driven largely by the market impacts of Russia’s military invasion of Ukraine and record prices of feedstocks and energy. The macroeconomic conditions led to a major increase in product prices, a simultaneous decrease in sales volumes and demand-supply imbalance across all business segments. Rising inflation and the resulting increase in fixed costs was also a significant factor affecting performance.
The demand-supply imbalance seen throughout 2022 combined with extremely strong volatility of feedstock prices dictated the decision to temporarily halt or reduce fertilizer, caprolactam and melamine production at the Company.
As the Company’s financial statements for 2022 are being audited by the auditor, the figures provided above are estimates only and are subject to change. The final results will be presented in the consolidated report for 2022, which is due to be issued on March 30th 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the „Company”) announces that as a result of impairment tests carried out for non-current assets of the Company’s cash generating units (CGUs) as at the reporting date, i.e. the Plastics CGU, Agro CGU, and Melamine CGU, a negative difference has been identified between the recoverable amount and carrying amount of the assets in the Plastics and Melamine CGUs. Therefore, a decision has been made to recognise impairment losses of PLN 57m for the Plastics CGU and PLN 511m for the Melamine CGU.
The impairment has been recognised in view of the changes taking place in the market and legal environment, which are causing a significant supply and demand imbalance, an increase in costs and, consequently, a deterioration in both CGUs’ performance and margins and in the case of the Plastics CGU also higher projected capital expenditures, as well as a material increase in market interest rates, affecting the discount rate for projected future cash flows.
Recognition of the impairment losses on non-current assets will have an effect on the 2022 financial statements of the Company and consolidated financial statements of the Company’s Group by reducing EBIT by PLN 568m.In accordance with the Company’s accounting policies, impairment losses are one-off non-cash charges and have no effect on the EBITDA of the Company or the consolidated EBITDA of the Company’s Group.
The Company's Management Board further announces that inventory write-downs have been recognised as at the reporting date in the Company’s financial statements, which reduce the Company’s EBIT and EBITDA. Net inventory write-downs recognised in Q4 2022 totalled approximately PLN 74m.
Net inventory write-downs recognised in the consolidated financial statements of the Company's Group in Q4 2022 were PLN 91m. The write-downs will reduce the consolidated EBIT and EBITDA of the Company’s Group for 2022.
The inventory write-downs were required in view of the lower product selling prices seen since the beginning of 2023, which in the case of some of the products are below cost.
The write-downs are non-cash charges and have no effect on the liquidity position of the Company or its Group. As the audit of the Company’s 2022 financial statements has not yet been completed, the amounts above are not final and are subject to change. The Company's full-year report is scheduled to be issued on March 30th 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2023 of February 22nd 2023, The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, estimates of consolidated production output in February 2023.
Actual quarterly output figures will be released in the consolidated report for the first quarter of 2023.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 10th 2023 it was notified that the National Fund for Environmental Protection and Water Management had granted the Company’s request for financial support as part of aid to energy-intensive sectors related to sudden increases in natural gas and electricity prices in 2022. The amount of aid granted to the Company is PLN 79.9m.
The aid amount will be included in their respective separate and consolidated Q1 2023 accounts by increasing EBITDA.
The funds were granted under the Act on the rules of implementation of business support programmes in view of the situation on the energy market in 2022-2024, dated September 29th 2022.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 9th 2023 made a decision to suspend production of caprolactam (Plastics Segment) and operation of the Melamine III unit (Agro Segment) effective from March 10th 2023 until further notice. Production at the remaining melamine units (Melamine I and Melamine II) was halted in the summer of 2022, as announced in Current Report No. 21/2022 of July 8th 2022 and Current Report No. 23/2022 of August 10th 2022.
The current stoppage of caprolactam and melamine production is associated with the supply and demand situation on the European market.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby announces that, with a view to enhancing the transparency of the Company’s information disclosure policy intended to ensure that investors are provided with access to information relevant to the assessment of the Company’s and the Grupa Azoty Puławy Group’s situation and outlook, a decision was made on February 22nd 2023 to commence regular publication of estimates of the Group’s consolidated production output on a monthly basis.
Monthly reports on estimated production output will be released as soon as data for a given month are aggregated, but in any case no later than by the 15th day of the following month.
Accordingly, the Company publishes, attached hereto, estimates of consolidated production output in January 2023.
Actual quarterly output figures will be released in the consolidated report for the first quarter of 2023.
Legal
basis: Article
17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council
of April 16th 2014 on market abuse (market abuse regulation) and repealing
Directive 2003/6/EC of the European Parliament and of the Council and
Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June
12th 2014, No.
L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Supervisory Board of the Company, at its meeting held on February 10th 2023, appointed the following persons to the Management Board for the joint three-year term of office commenced May 26th 2022:
- Mr. Marcin Kowalczyk, to serve as President of the Management Board with effect as of the time of passing the resolution,
- Mr. Paweł Bryda, to serve as Vice President of the Management Board with effect as of the date of passing the resolution.
The persons appointed to the Management Board are not engaged in any activities conducted outside the Company which would be in competition with the Company’s business, nor are they partners in any partnerships under civil law or partnerships of any other type or shareholders in any company, nor members of governing bodies of any legal person competing with the Company’s business.
The appointed persons are not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.
Brief descriptions of the newly appointed members’ educational background, qualifications, previously held positions and employment records are attached to this Current Report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company ”) will announce its 2022 full-year results and 2023 interim results as per the following schedule:
1. First and third quarter interim results:
- Q1 2023 complete consolidated report – May 25th 2023
- Q3 2023 complete consolidated report – November 8th 2023
2. Half-year interim results:
- H1 2023 complete consolidated report – August 30th 2023
3. Full-year results:
- 2022 separate full-year report – March 30th 2023
- 2022 consolidated full-year report – March 30th 2023
Furthermore, the Company announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate quarterly condensed consolidated financial statements and quarterly financial information.
Also, the Company will not publish a separate (non-consolidated) half-year report, as permitted under Par. 62.3 of the Regulation.
Further, the Company will not publish separate or consolidated quarterly results for Q4 2022 and Q2 2023, as permitted under Par. 79.2 of the Regulation.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on January 17th 2023 it received a letter of resignation, as provided for in Art. 369.5 of the Commercial Companies Code, by Renata Tyszer from her position as Vice President and member of the Management Board of the Company, with effect from January 17th 2023.
Further to Current Report No. 1/2023 of January 16th 2023, the Management Board also announces that the Supervisory Board of the Company, at its meeting held on January 17th 2023, appointed Justyna Majsnerowicz as Acting President of the Management Board of the Company, who will serve in this role until the date when a person selected in the Management Board Member recruitment process is appointed President of the Management Board. Prior to the appointment, Ms Majsnerowicz served as Vice President of the Management Board of the Company.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on January 16th 2023 it received a letter of resignation, as provided for in Art. 369.5 of the Commercial Companies Code, by Tomasz Hryniewicz from her position as President and member of the Management Board of the Company, with effect from January 16th 2023.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 28th 2022 an annex (the “Annex”) was signed to the Long-Term Agreement for Sale of Thermal Coal executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka (the “Seller”) on January 8th 2009 (the “Agreement”).
The Agreement provides for sale of thermal coal to the Company.
Under the Annex, the price was set for thermal coal deliveries due in November–December 2022 and in 2023 and the terms of thermal coal supply were revised to include, among other things, an optional increase in the supply volume for the remaining years of the Agreement term (starting from 2024).
In addition, due to the occurrence at the Seller of circumstances amounting to force majeure resulting in coal supply limitations, as announced by the Company in Current Report No. 28/2022 of September 30th 2022, the parties to the Annex decided to postpone the outstanding deliveries due in 2022 and 2023. The outstanding coal volumes will be delivered to the Company not later than in 2024 and 2025.
Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2027 is estimated at PLN 2,887m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 35.3% more than disclosed in Current Report No. 37/2021 of November 29th 2021). Of that amount, approximately PLN 1,400m (VAT exclusive) is attributable to 2023−2027.
The other terms of the Agreement do not differ from standard terms used in agreements of such type.
Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company's CHP plant, providing coal with parameters required by the Company.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that, following adoption by the Group’s parent Grupa Azoty S.A. of the Grupa Azoty Group Strategy 2021–2030 (the “Strategy”), as announced by Grupa Azoty S.A. in Current Report No. 34/2021, on November 15th 2022 the Company’s Management Board adopted, and the Company’s Supervisory Board approved, the implications of the Grupa Azoty Group Strategy 2021–2030 for Grupa Azoty Zakłady Azotowe Puławy S.A. (“Strategy Implications”).
The Strategy is a response to the most pressing challenges facing the world today, encompassing aspects related to the natural environment, society and its security. The Company has developed the Strategy Implications as a document detailing the selected content of the Strategy that is of relevance to the Company.
Grupa Azoty Group’s Mission, Vision and Values until 2030
By 2030, the Grupa Azoty Group will be an efficient, flexible, integrated and division-based corporate group focused on production in Europe.
Mission 2030
We make fertilizers, plastics and chemicals in harmony with the environment. We improve the well-being of people in Europe and actively contribute to building our continent’s food security.
Vision 2030
The Grupa Azoty Group is a supplier of effective solutions and a reliable manufacturer of fertilizers, plastics and green chemical products.
When defining the new mission and vision and presenting the corporate values, objectives and plans until 2030, the following elements were identified in the Strategy Implications:
The Strategy addresses the challenges of the European Green Deal facing today’s industry. Specific initiatives, including those focused on environmentally friendly captive energy generation, emissions reduction and decarbonisation, have been presented by the Grupa Azoty Group in the Green Azoty Strategic Corporate Project that is built around the three pillars the Company has pledged its commitment to:
Management strategy based on business segments
The Company’s operations until 2030 will focus on the business segments defined within the three key business areas of Agro, Plastics and Chemicals. The new organisational model will help maximise synergies through integration of selected support functions and implementation of a management system based on key business segments. The key development directions defined within each business segment will be part of the implementation of the Green Azoty strategic project.
Agro
The priority of the Grupa Azoty Group, including the Company, in the Agro Segment is to strengthen its position as a leader in fertilizer production and sales through portfolio expansion. By 2030, the Grupa Azoty Group will be perceived not only as a supplier of fertilizer but also of end-to-end fertilization systems. The Company and the Grupa Azoty Group will seek to develop a comprehensive system of services dedicated to individual crops, comprising products supplied by the Group, from key macronutrients to micronutrients. The Agro Segment’s offering will be developed in parallel with the EU’s ‘Farm to Fork’ strategy, which prioritises sustainable agriculture.
Plastics
As part of the Plastics Segment, as an environmentally friendly manufacturer, the Company will take steps to reduce the consumption of energy and raw materials and to expand its product portfolio in line with the circular economy concept.
Chemicals
The strategic priority in the Tech Grade Urea Segment will be to maintain a leading position in sales of the segment’s products on the domestic market, implement initiatives geared towards operational excellence and keep aligning the portfolio with market needs.
Strategic business area – Energy
The primary objective of the Energy area is and will be to support the Grupa Azoty Group’s core business by providing energy carriers powering its chemical processes and by supporting value creation areas while seeking to decarbonise the generation sources. As in-house energy generation processes emit greenhouse gases, the Company needs to take steps to transform its in-house heat and power generation, reduce energy consumption and improve the energy efficiency of its chemical units.
Key objectives in the Energy Strategic Business Area:
Green Azoty strategic corporate project as a key element of the Grupa Azoty Group ESG Strategy
The Grupa Azoty Group’s new business strategy is driven by the climate and energy transition. Regulatory changes are seen as an opportunity to take action aimed at cutting harmful environmental emissions through reduced coal consumption, decarbonisation and development of renewable and zero-carbon energy sources. Action taken by the Company and the Grupa Azoty Group will mark the first step towards achieving carbon neutrality by 2050. The Company’s objective is to cut the share of heat and electricity from burning coal below 50% of total energy consumed in 2030.
Decarbonisation programme
A member of the Grupa Azoty Group, the Company understands the gravity of climate change and environmental degradation, which present a major threat to the modern world. Being an important player in the chemical industry, which produces large amounts of greenhouse gas emissions for reasons inherently related to the technologies it employs, the Company takes its share of responsibility for slowing down the pace of the unfolding climate change. The Grupa Azoty Group is set to implement its own decarbonisation programme in the coming decade. Planned decarbonisation projects will allow the Company to reduce its estimated CO2emissions by over 250 thousand tonnes in 2030 compared with 2020.
CO2 emissions from own generation and purchased electricity will be reduced by an average of 30% in 2030 compared with 1990.
The Company plans to spend almost PLN 864m on green and decarbonisation projects in 2022–2030.
Grupa Azoty Group as a green energy producer
By 2030, the Grupa Azoty Group will seek to implement technological solutions harnessing renewable energy, including solar PV, wind, biomass and waste heat from process units. The key strategic plans assume a 12% share of renewables in electricity generation mix of the Company by 2030.
Actively participating in the development of Poland’s hydrogen market
The largest hydrogen producer in Poland and a major one in Europe, the Grupa Azoty Group plans to actively engage in advancing the hydrogen market over the coming years and to participate in the delivery of the EU Hydrogen Strategy. As a member of the European Clean Hydrogen Alliance, in the coming years the Grupa Azoty Group, including the Company, will take active part in the work to develop EU regulations that will classify hydrogen as a green fuel. In the period covered by the Strategy, the Grupa Azoty Group, including the Company, will focus on projects related to the production and application of green hydrogen.
Implementing R&D projects aligned with objectives of the European Green Deal
A significant part of the Grupa Azoty Group’s research and development resources will be geared towards achieving climate targets. The Company’s new R&D projects will focus on fertilizer development, hydrogen, biodegradable plastics, electromobility and circular economy. By 2024, the Grupa Azoty Group plans to conduct studies to assess the feasibility of an SMR nuclear power plant project, which could help stabilise the energy mix dominated by renewables and ensure competitive energy pricing.
Financing strategy
The financing structure will be tailored to the needs and capabilities of the Company, enabling the execution of key capex projects. The main purpose of the financing structure is to provide short- and long-term sources of finance on competitive terms and in amounts sufficient to fund day-to-day operations and the capex programme.
The dividend policy of the Company provides for the ability to pay dividends once the strategic capex programme (including the Group’s climate transition projects) has been completed, at a level above 40% of consolidated net profit.
ESG strategy
The Company has adopted the general objectives of the ESG Strategy, forming part of the Grupa Azoty Group Strategy, as the strategic goals implemented under the corporate strategy of the Grupa Azoty Group.
Sustainable development will be a priority for the Group, including the Company, in the 2030 time horizon that will be pursued through initiatives seeking to further environmental protection, social good and responsible corporate governance. Initiatives already undertaken in these areas were included in the Grupa Azoty Group ESG Strategy, organised around five pre-defined strategic pillars:
The Company contributes to the work of the Grupa Azoty Group, reducing its environmental impact, and changes its energy mix, identifying and managing climate risks. It guarantees efficient, innovative and environmentally friendly production while striving to identify the carbon footprint of all its products. The Company will expand its sustainable product portfolio by promoting efficient use of raw materials and constantly reducing energy consumption in its processes.
The Company increases its positive impact on the social and economic environment, fosters relationships to educate and train future staff, expands the areas of social dialogue in keeping with the principle of Friendly Neighbourhood.
The Company acts and expects its business partners to act in an ethical, socially responsible and environmentally sustainable manner. The Company complies with codes of ethics and the principles of equality, following clear recruitment and promotion policies. It promotes diversity encompassing gender, education, age and professional experience with respect to all employees, applying the principles of equal treatment and non-discrimination.
Feedstock strategy
Given the Company’s significant reliance on external suppliers, its key strategic objective in feedstocks is to ensure their secure and uninterrupted supplies, with intra-Group activities geared towards more efficient use of our own feedstock assets. The regulatory environment and environmental stewardship will also play a vital role in shaping the procurement policy, which will be focused on increasing the share of green energy in the Company’s mix and on gradually tightening control of the carbon footprint of externally sourced chemical raw materials.
Innovation strategy
The Grupa Azoty Group perceives innovation-oriented projects as a remedy for regulatory changes and environmental trends as well as an opportunity to create competitive advantage. Exploration of the market with innovation in mind and continuous financial control of research projects allows desired rates of return to be achieved on the projects. The research, development and innovation activities to be undertaken during the period covered by the Strategy will focus on developing the technologies applied and products offered by the Company. Over the 2030 horizon, the Grupa Azoty Group will focus on implementing innovation-oriented solutions within four areas: supporting corporate projects, developing an innovation system, innovation projects, and innovation geared towards minimising the impact of regulatory risks.
Operational excellence strategy
Logistics
With goals of the European Green Deal in mind, logistic functions at the Grupa Azoty Group will be adapted to enable delivery of the greenhouse gas emission reduction targets by advancing intermodal transport with a focus placed on environmentally friendly modes.
By 2030, the Grupa Azoty Group plans to increase its cargo handling capacities by expanding the storage resources of Group companies, as part of which it wants to upgrade logistics of fertilizers and plastics, and by reducing the costs of using third-party storage facilities.
Capital assets management
The production asset management activities will seek to improve the energy efficiency of processes, e.g. by implementing new technology solutions, optimising management, modifying technologies to reduce energy consumption and diversifying energy sources towards natural gas and renewables.
IT
The priority in IT will be to achieve a uniform, coherent and integrated IT architecture and solutions for all Business Segments, which will help improve efficiency and service levels.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Grupa Azoty Puławy Group for the third quarter and nine months of 2022.
Comments on the results for the nine months of 2022:
In the nine months to September 30th 2022, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 7,043m, EBITDA of PLN 1,072m and an EBITDA margin of 15.2%. The Group’s performance in the reporting period was mainly affected by the aftermath of Russia’s armed invasion of Ukraine and unprecedented growth in the prices of commodities, particularly natural gas, as the key feedstock used in fertilizer production.
Comments on the results for the third quarter of 2022:
In the third quarter of 2022, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 2,125m, negative EBITDA of PLN -1m and an EBITDA margin of 0%. The Group’s performance in the reporting period deteriorated year on year.
The results were generated amid significant uncertainty triggered by sharp increases and volatility of the prices of exchange traded commodities, especially natural gas. This prompted a decision on temporary production cuts at some of the Company’s plants.
Key factors affecting financial performance in the third quarter of 2022 relative to the same period last year by key segments:
1. Agro Segment:
Fertilizer products
In the Agro Segment, the reported quarter was another period with persistent price rises affecting feedstock and raw materials used in fertilizer production, particularly natural gas, in the wake of Russia’s armed invasion of Ukraine.
Natural gas prices in the reporting period remained on a steep growth trajectory that began in the second half of 2021, peaking out in late August 2022. The average market price of natural gas in the third quarter of 2022 surged by more than 300% compared with the same period the year before. The record high exchange quoted prices of natural gas led to a decision to temporarily halt production at the Company.
The Company, along with other Grupa Azoty Group companies, were among the last producers in the European Union to introduce production cuts.
Non-fertilizer products
In the case of non-fertilizer products, the main performance driver in the third quarter of 2022 was the demand side situation and an increase in the prices of production inputs. Demand in the target markets was relatively weak, and European producers were struggling under competitive pressures from non-EU imports. As a result, the Company decided to reduce melamine output as early as July 2022, and then in August 2022 to altogether halt both melamine and urea production.
The Agro Segment’s EBITDA margin generated in the third quarter of 2022 stood at -3.1%.
2. Plastics Segment
In the Plastics Segment, the third quarter of 2022 saw very strong price volatility affecting its key production feedstock, benzene, which surged to record high levels in July 2022 and then fell sharply starting from August. High raw material costs prompted a decision to temporarily halt production.
Conditions in the Plastics Segment were largely determined by weak demand from the markets of key polyamide applications (polyamide being obtained from caprolactam conversion), slowed further down by the summer holiday season.
EBITDA margin delivered by the Plastics Segment in the third quarter of 2022 was -10.4%.
The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the third quarter and nine months of 2022, to be issued on November 9th 2022.
Decisions on production cuts and resumption at the Company were communicated in Current Report No. 21/2022 of July 8th 2022, Current Report No. 23/2022 of August 10th 2022, Current Report No. 24/2022 of August 22nd 2022, Current Report No. 29/2022 of October 12th 2022, and Current Report No. 30/2022 of October 27th 2022.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 24/2022 of April 22nd 2022 and Current Report No. 29/2022 of October 12th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on October 27th 2022 it made a decision to resume production of melamine (the Agro Segment) through restart of Melamine Plant III and of caprolactam (the Plastics Segment). The bringing back on-stream of Melamine Plant III means that melamine production will be resumed at about one-third of the maximum capacity of all melamine plants operated by the Company (maximum melamine production capacity: 270 tonnes/day).
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 24/2022 of August 22nd 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that, prompted by a change in market conditions, it has decided to bring back on stream the available production capacities of the Agro Segment’s nitrogen fertilizer units (PULAN®, PULAN® MACRO, Calcium Ammonium Nitrate 27N, PULREA®, PULREA®+INu, and UAN®) starting from October 12th 2022.
Taking into account all the production currently under way (Agro Segment: ammonium sulfate from the flue gas desulfurisation system, non-fertilizer products except for melamine), the only facilities that remain shut down after the restart of fertilizer production are the caprolactam unit (Plastics Segment) and the melamine unit (Agro Segment).
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it has received from Lubelski Węgiel Bogdanka S.A. (“LW Bogdanka”) a notice, dated September 29th 2022, of circumstances preventing the latter from performing the Long-Term Agreement for Sale of Thermal Coal of January 8th 2009 between the Company and LW Bogdanka (the “Agreement”). According to the notice, LW Bogdanka estimates that in the worst-case scenario it may fail to supply a total of approximately 160,000 tonnes of coal to the Company by the end of 2023. In the notice, LW Bogdanka also stresses that the operating forecast included therein is an estimate only, which means that there is no guarantee that the forecast targets will be met.
In view of its current and expected demand, the Company has therefore launched a bidding process to contract thermal coal deliveries from other suppliers.
The Company further wishes to indicate that owing to the current geopolitical situation, procurement of thermal coal will entail incurring extra costs, which are now being assessed by the Company.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 16/2015 of April 23rd 2015, Current Report No. 26/2016 of September 20th 2016 and Current Report No. 20/2018 of June 29th 2018, as amended by Current Report No. 20/2018/K of July 3rd 2018, as well as Current Report No. 30/2022 of September 26th 2022 issued by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Azotowe Puławy S.A. – the “Parent”), the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that on September 26th 2022 it executed, together with Grupa Azoty S.A. and selected companies of the Parent’s Group (the “Borrowers”, the “Group Companies”), an annex to a PLN 240m multi-purpose credit facility agreement (the “MPCF Agreement”) with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”). Under the annex:
As at the annex date, a sublimit of up to PLN 1m for the revolving credit facility, guarantees or letters of credit was set for Grupa Azoty Zakłady Azotowe Puławy S.A. with effect from September 30th 2022.
a) the Group Companies which had not been parties to the MPCF Agreement joined the MPCF Agreement as borrowers;
b) the term of the MPCF Agreement, expiring on September 30th 2022, was extended until September 30th 2025 (the “Facility Term”), with the option to extend it for subsequent 12-month periods;
c) the credit limit under the MPCF agreement was increased to PLN 1bn (the “Facility Limit”);
d) an overdraft facility was made available within the Facility Limit to Grupa Azoty S.A.;
e) revolving working capital, bank guarantee and letters of credit facilities were made available within the Facility Limit to the Parent and the Group Companies that are parties to the MPCF Agreement;
f) bank guarantees issued by the Bank to the Group Companies under separate agreements were incorporated into the MPCF Agreement as of September 30th 2022;
g) the following companies: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. (the “Key Subsidiaries of the Parent”), were released from their obligations under a surety agreement for the MPCF Agreement of June 29th 2018.
As at the annex date, a sublimit of up to PLN 1m for the revolving credit facility, guarantees or letters of credit was set for Grupa Azoty Zakłady Azotowe Puławy S.A. with effect from September 30th 2022.
The Parent is liable to repay all amounts due under the MPCF Agreement, and each of the other Borrowers (i.e. the Group Companies) is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to the Borrower.
The facility bears interest at an annual rate equal to the reference rate 1M WIBOR for the PLN denominated facility, 1M EURIBOR for the EUR denominated facility, and 1M LIBOR for the USD denominated facility, plus the Bank's margin.
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. further announces that on September 26th 2022 it executed, together with the Parent and the Group Companies, a PLN, EUR and USD physical cash pooling agreement with the Bank, related to the MPCF Agreement, for the period until September 30th 2025 (the “PCP Agreement”).
The PLN, EUR and USD physical cash pooling structures are designed to optimise the interest income and expenses and to enable the Group Companies to use the Group’s global liquidity limit within the positive and negative balances in the Group Companies’ current accounts.
In addition, in connection with the execution of the MPCF Agreement and the PCP Agreement the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the following will expire on September 30th 2022: the PLN 310m overdraft facility agreement executed with the Bank, Grupa Azoty S.A. and selected companies of the Parent’s Group on October 1st 2010, as amended (the “Overdraft Facility Agreement”), and the related PLN physical cash pooling agreement of September 30th 2016, as amended, as well as sureties for liabilities under the Overdraft Facility Agreement totalling PLN 372m, issued under a surety agreement executed on June 29th 2018 between the Bank, the Parent and the Key Subsidiaries of the Parent as sureties.
The MPCF Agreement also imposes certain restrictions on the Parent and the Key Subsidiaries of the Parent, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if the consolidated net debt to EBITDA ratio thresholds agreed with the lenders are exceeded, which have been made consistent with the Credit Facility Agreement of April 23rd 2015, as amended by the Amending Agreement of June 29th 2018 referred to in Current Report No. 16/2015 of April 23rd 2015 and Current Report No. 20/2018 of June 29th 2018, as amended by Current Report No. 20/2018/K of July 3rd 2018.
The amendments introduced to the MPCF Agreement under the annex, in particular consolidation of the facilities used under the MPCF Agreement and the Overdraft Facility Agreement, accompanied by release of the Key Subsidiaries of the Parent from their obligations under sureties issued for those agreements, as well as consolidation of the PLN, EUR and USD physical cash pooling services under a single PCP Agreement, are intended to further optimise the long-term financing package for the financing of general corporate needs and to ensure security of financing for the companies of the Parent’s Group by putting in place an umbrella structure for the allocation of limits and actual intra-group redistribution.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Grupa Azoty Puławy Group for the second quarter and the first half of 2022.
Discussion of the results for the first half of 2022
In the first half of 2022, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 4,919m, EBITDA of PLN 1,073m and an EBITDA margin of 21.8%.
Discussion of the results for the second quarter of 2022
In the second quarter of 2022, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 2,226m, EBITDA of PLN 451m and an EBITDA margin of 20.2%.
The results were positively impacted by the level of product prices in Europe in the markets where the Group operates.
The Group’s results were adversely impacted by record high prices of raw materials used in production processes and lower sales volumes for most fertilizer groups, caprolactam and melamine.
The results generated by the Grupa Azoty Puławy Group during the period under review were strongly influenced by the turbulence caused by Russia’s aggression against Ukraine, which had a negative effect on the availability and prices of raw materials, eventually translating into rising prices of final products.
Main drivers of the results for the second quarter of 2022 in the key segments:
Agro
In the Agro Segment, the reported quarter was another consecutive period of high prices of feedstock and raw materials used in fertilizer production, particularly natural gas.
The challenging conditions in the raw materials market are a consequence of Russia’s aggression against Ukraine, which has led to Russia reducing or completely halting gas supplies to the EU countries. The chains of supply to the Group of some important raw materials and intermediates have also been changed or disrupted.
As a consequence of production cutbacks introduced by key European fertilizer producers due to record high prices of commodities, particularly natural gas, the supply of fertilizers across Europe has significantly declined.
In the first half of 2022, the Group’s production units operated at full available capacity and the Group satisfied the demand for fertilizers on the Polish market during the spring fertilizer season.
Prices of natural gas, the key feedstock used in fertilizer production, were on a strong upward trend at the end of the second quarter of 2022, with record highs reached in the third quarter of 2022. The average market price of natural gas compared to the same period last year rose by approximately 290%. These changes, combined with the market situation, led to a major spike in product prices. The sales volume in the Agro Segment in the second quarter of 2022 was down about 15% year on year.
The Agro Segment’s EBITDA margin generated in the second quarter of 2022 stood at 21.1%.
Plastics
In the Plastics Segment in the second quarter of 2022, there was a year-on-year increase in the prices of the main raw materials used in production, that is natural gas and benzene, by about 290% and 18%, respectively, and electricity and sulfur, by about 39% and 94%, respectively.
Following the rise in raw material prices, market prices of plastics went up, but faced a demand barrier due to the condition of the main industries purchasing plastics (car companies, fiber manufacturers), which did not rebound after the COVID-19 pandemic.
Weakening demand in the automotive industry was mainly due to difficulties securing semiconductors and other components, which brought about temporary production cuts and shutdowns at end users.
The EBITDA margin delivered by the Plastics Segment in the second quarter of 2022 was 7.3%.
The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the first half of 2022, to be issued on September 28th 2022.
At the same time, the Company would like to note that the results of future periods may be adversely affected by the consequences of partial production cuts introduced in the third quarter of 2022 due to an extraordinary and unprecedented increase in natural gas prices.
The Company announced the production cuts in Current Reports No. 21/2022 of July 8th 2022, No. 23/2022 of August 10th 2022 and No. 24/2022 of August 22nd 2022.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 1/2022 of January 28th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the release date for the consolidated H1 2022 report has been changed from September 7th 2022 to September 28th 2022.
The release date for the interim report for the third quarter of 2022 remains unchanged, with the updated release dates for interim reports in 2022 provided below:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 21/2022 of July 8th 2022 and Current Report No. 23/2022 of August 10th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that due to an extraordinary and unprecedented spike in natural gas prices, on August 22nd 2022 it has decided on to temporarily shut down further units and cut production. The Company will reduce the production of ammonia to approximately 10% of capacity. Production will be halted in the Plastics and Agro Segments, except for the production of ammonium sulfate from the FGD unit, NOXy®, Likam, and PULNOX®.
During the announced shutdown of production units, investment and repair processes will be carried out.
The current situation on the natural gas market, which determines the profitability of production, is exceptional and entirely beyond the Company’s control, and could not have been predicted.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report 21/2022 of July 8th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that given the current market conditions: record-high natural gas prices and a significant fall in melamine demand, on August 10th 2022 the Management Board resolved to further reduce melamine production and shut down the Melamine II plant. Taking into account the previously announced production cuts and the ongoing maintenance work, as of August 11th 2022 the Company suspends all melamine production until further notice. Obligations to supply melamine under trade contracts, being largely of a short-term nature, will be performed in reliance on the accumulated product stocks.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on July 27th 2022, the Company received a statement from the Minister of State Assets on the appointment of Paweł Kowalczyk to the Company’s Supervisory Board, made pursuant to Art. 32.1 of the Company’s Articles of Association, with effect from July 28th 2022.
The Management Board of the Company further announces that the new Member of the Supervisory Board has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.
The representation received by the Company includes a statement to the effect that the new Member of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Member of the Supervisory Board are attached to this Current Report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
In view of the currently prevailing market conditions with rising gas prices and achievable product selling prices, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on July 8th 2022 it made a decision to reduce melamine production by stopping one of the units (Melamine Plant I – line I) and by reducing to 50% the capacity utilisation of another unit (Melamine Plant II). Because of the scheduled maintenance work on the other units (Melamine Plant I – line II and Melamine Plant III), starting from July 9th 2022 melamine production will be carried out at approximately 20% of the maximum total capacity (which amounts to 270 tonnes/day).
Obligations to supply melamine under the existing trade contracts, being largely of a short-term nature, will be performed in reliance on the melamine units that have remained operational and accumulated product stocks.
The Company keeps monitoring the feedstock prices and will adjust its production depending on the market situation.
As at the date of this current report, the Company is unable to precisely estimate the potential financial impact of the production cut. Further developments will be communicated by the Company in current reports.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 18/2016 of April 13th 2016 on the execution of an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”), No. 28/2017 of June 21st 2017 on the execution of Individual Contracts with PGNiG, and No. 12/2019 of May 23rd 2019 on their extension, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on July 7th 2022 the Company and its parent: Grupa Azoty S.A. and other companies from Grupa Azoty: Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (jointly referred to as the “Customers” and each of them separately as the “Customer”) executed an annex to the framework gas supply agreement of April 13th 2016 and annexes to the Individual Contracts.
As a result of the execution of the annexes to the Individual Contracts, PGNiG will remain the strategic supplier of gas fuel for the Company and Azoty Group Customers until September 30th 2023.
The value of the annex executed between the Company and PGNiG is estimated at PLN 6.5 billion. The pricing formula applied in the Individual Contracts is based on gas market price indices.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No.L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of totalvoting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (the “AGM”) held on June 23rd 2022, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2021, item 1983, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, resolutions passed by the Company’s Annual General Meeting on June 23rd 2022, together with the results of voting on the resolutions.
Furthermore, the Company’s Management Board publishes, attached hereto, the draft resolution which were put to vote but not passed by the Annual General Meeting.
At the Annual General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and were also published by the Company with its separate and consolidated full-year reports for 2021 and attached to Current Report No. 15/2022 of May 27th 2022.
Legal basis: Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Further to Current Reports No. 11/2022 of May 17th 2022 and No.12/2022 of May 18th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 23rd 2022 the Annual General Meeting passed a resolution to distribute the dividend for 2021.
Legal basis: Par. 19.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 9/2021 of April 29th 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 3rd 2022, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed with ING Commercial Finance Polska S.A. (the “Factor”) an Annex to the Reverse Factoring Agreement of April 29th 2021 (the “Annex to the Reverse Factoring Agreement”, and the “Reverse Factoring Agreement”).
As part of the amendments made by the Annex to the Reverse Factoring Agreement, the factoring limit has been increased from PLN 500m to PLN 800m (or its equivalent in EUR or USD).
The Factor’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Company, for up to 120% of the Reverse Factoring Agreement amount as increased by the Annex to the Reverse Factoring Agreement.
Other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 9/2021 of April 29th 2021.
The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Annual General Meeting convened for June 23rd 2022.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under.
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company, to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on June 23rd 2022, in accordance with the notice attached as an appendix to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 25th 2022 the Supervisory Board, acting pursuant to Art. 30.1.1 of the Articles of Association of the Company, passed resolutions to remove the following Members of the Management Board of the Company from the Management Board and from their respective positions:
They were removed from office with effect as of end of day May 25th 2022.
Furthermore, at its meeting held on May 25th 2022, the Supervisory Board of the Company, acting pursuant to Art. 30.1.1 in conjunction with Art. 22.2, Art. 23.1, Art. 24.1 and Art. 24.2, passed resolutions to appoint the following persons as Members of the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. for a new joint three-year term of office beginning on May 26th 2022:
The persons appointed to the Management Board are not engaged in any activities conducted outside the Company which would be in competition with the Company’s business, nor are they partners in any partnerships under civil law or partnerships of any other type or shareholders in any company, nor members of governing bodies of any legal person competing with the Company’s business.
The appointed persons are not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act. Brief descriptions of the newly appointed members’ educational background, qualifications, previously held positions and employment record are attached to this Current Report.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 11/2022 of May 17th 2022, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 18th 2022 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual
General Meeting for the following allocation of the net profit for 2021 of PLN 197,226,014.17:
Also, the Supervisory Board gave a positive assessment of the Management Board’s proposal to set the dividend record date for July 29th 2022 and dividend payment date for August 19th 2022. The final decision on the allocation of profit for 2021 and the dividend record and payment dates will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on May 17th 2022 it passed a resolution to recommend to the Annual General Meeting that the net profit of PLN 197,226,014.17 for the financial year 2021 lasting from January 1, 2021 to December 31, 2021 be allocated as follows:
The Company's Management Board requests that the dividend day be set for July 29th 2022, while for the dividend payment day it recommends setting August 19th 2022.
At the same time, the Company informs that pursuant to art. 382 § 3 of the Code of Commercial Companies, this application will be sent to the Company's Supervisory Board for evaluation. A final decision on the allocation of profit will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Grupa Azoty Puławy Group for the first quarter of 2022.
Comments on the results for the first quarter of 2022
In the first quarter of 2022, the Grupa Azoty Puławy Group generated consolidated revenue of PLN 2,692m, EBITDA of PLN 622m and EBITDA margin of 23.1%.
All segments delivered positive EBITDA in the first quarter of 2022.
The Agro segment accounted for the largest share in the EBITDA generated by the Grupa Azoty Puławy Group in the first quarter of 2022, although the share decreased compared to the same period last year, from 95.1% to 93.2%.
In the first quarter of 2022, in view of production shutdowns at European producers and the soaring price of the main feedstock (natural gas), the key to the strong performance of the Agro Segment was the strategy to maximise the Group’s nitrogen fertilizer output while maintaining product prices at one of the lowest levels in the European Union.
The Group’s results benefited in particular from higher prices of most products in the Agro Segment and were negatively impacted mainly by higher prices of feedstocks and raw materials and lower melamine sales volumes.
The first quarter of 2022 was another period marked by continued imbalance between supply and demand in the markets caused by the post-pandemic economic recovery, additionally exacerbated by Russia’s war on Ukraine.
Main performance drivers in the key segments:
Agro
The Agro Segment recorded higher prices of all raw materials and feedstocks used in production (including a nearly five-fold increase in the price of natural gas), leading to a further increase in prices of fertilizer products. The prices of both raw materials and products were affected by the economic situation in Europe in the wake of Russia’s invasion of Ukraine, which had an adverse effect on the balance of supply and demand, especially as regards raw materials, materially reducing the availability of products in the market in the peak of the fertilizer application season.
The total volume of fertilizer sales recorded by the Grupa Azoty Puławy Group was comparable to that recorded in the first quarter of 2021, with a drop in exports and higher sales in the domestic market.
The Agro Segment’s significant share in the Group’s consolidated results is attributable to the seasonality of mineral fertilizers’ application and growing demand for fertilizers applied in spring, observed in the first quarter of each year.
The Agro Segment’s results were also affected by restrictions on imports of fertilizers manufactured in Russia, as a result of the sanctions introduced following the launch of Russia’s assault on Ukraine, as well as by lower fertilizer output from the Group’s European competitors, caused by, among other factors, an undersupply of ammonia manufactured by producers in Eastern Europe.
The Group posted strong sales of melamine (on lower volumes) and RedNOXy products (on higher volumes) in the first quarter of 2022. As in the case of fertilizers, the prices of these products grew rapidly as a consequence of soaring gas prices. The prices of technical-grade urea were also in an upward trend. This was a result of, among other things, the situation in the global markets for ammonia and urea. The supply of these products from Eastern European producers fell considerably due to the war in Ukraine, driving up the prices. The sales volumes of technical-grade urea rose year on year.
EBITDA margin in the Agro Segment was 23.9%, compared with 11.9% a year earlier.
Plastics
The Plastics Segment saw higher prices of both products and raw materials used in production (natural gas, benzene, sulfur), with higher sales volumes compared to the same quarter last year.
EBITDA margin delivered by the Plastics Segment in the first quarter of 2022 was 4.8% compared with -12.1% in the first quarter of 2021. The market situation in the Plastics Segment, including in relation to caprolactam in the first quarter of 2022, was determined by high uncertainty regarding the outlook for prices of key raw materials, including energy commodities, used in the production of caprolactam (benzene, natural gas, electricity, sulfur).
Following the rise in raw material prices, market prices of plastics went up, but faced a demand barrier due to the condition of the main industries purchasing plastics (car companies, fiber manufacturers), which did not rebound after the COVID-19 pandemic.
The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the for the first quarter of 2022, to be issued on May 25th 2022.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Company’s annual report for 2021 was supplemented by the document ‘Information of the Management Board on the appointment of an audit firm 2021 – full-year financial statements of the Company’ in place of the incorrect document ‘Information of the Management Board on the appointment of an audit firm 2021’ which pertained to the audit of the consolidated financial statements of the Company’s Group.
‘Information of the Management Board on the appointment of an audit firm 2021 – full-year financial statements of the Company’ is attached as an appendix to this report.
The financial data and other information contained in the annual report, which was published by the Company on April 27th 2022, remain unchanged.
The corrected annual report for 2021 will be published on April 29th 2022.
Legal basis: Par. 15.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that the non-financial report for 2021 covering Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at https://pulawy.grupaazoty.com
Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 22nd 2022 it received a request from Polimex Mostostal S.A. (the “Contractor”), the general contractor on the EPC contract for the construction of a coal-fired power generation unit (the “Contract”), announced by the Company in Current Report No. 29/2019 of September 25th 2019 (the “Project”), to amend the Contract by increasing the amount of remuneration by a total of PLN 188.7m VAT-exclusive.
The Contractor invokes the COVID-19 epidemic and the Russian invasion of Ukraine as the force majeure events justifying the request. Further in the request the Contractor cites the adverse impacts of the force majeure events on contract performance, claiming that the force majeure events have led to an extraordinary and unforeseeable increase in the costs of the Project (an increase in the costs of materials and services and an increase in the PLN/EUR exchange rate).
The proposed amendments will be thoroughly analysed to verify if they are valid in the light of contractual provisions and the facts.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, estimates of selected consolidated financial results of the Company’s Group for the fourth quarter and full year 2021.
Commentary on fourth-quarter 2021 results In the fourth quarter of 2021, the Company’s Group posted consolidated revenue of PLN 2,138m and EBITDA of PLN 395m, with EBITDA margin at 18.5%.
The fourth quarter of 2021 saw an uptrend in fertilizer sales prices driven by a sudden, sharp rise in the prices of key feedstocks used in fertilizer production, particularly natural gas, which led to an unprecedented, exponential rise in production costs.
At the same time, the fourth-quarter results reflected strong demand for chemical products of the Company’s Agro Segment (melamine, technical grade urea, and RedNoxy).
In the fourth quarter of 2021, the Company’s Group resolved to recognise an impairment loss based on the results of an impairment test of non-current assets of the Plastics cash generating unit (CGU). In line with the accounting policies in place at the Grupa Azoty Group, the impairment loss, being a non-cash item, had no impact on the Company’s consolidated EBITDA.
Major performance drivers in key business segments:
Agro
Performance in the Agro Segment was determined by high feedstock prices, mainly natural gas (a key feedstock for fertilizer production), which surged by over 400% year on year. The segment’s performance was lifted by higher sales prices across all nitrogen fertilizer categories.
The growth in fertilizer prices was driven by rising production costs and reflected price trends affecting other European producers. Thanks to measures taken within the Grupa Azoty Group to cover domestic fertilizer demand, fertilizer prices in Poland in the fourth quarter of 2021 were among the lowest in the European Union.
In the fourth quarter of 2021, the Company’s Group did not halt or reduce fertilizer production at its facilities.
EBITDA margin in the Agro Segment was 22.1% compared with 18.6% a year earlier.
In the fourth quarter of 2021, the contribution of melamine to the Agro Segment’s gross profit rose significantly year on year. Melamine prices grew very fast during the period under review. In the fourth quarter of 2021, performance significantly improved year on year in the case of technical grade urea and RedNoxy products. Margins achieved by the Agro Segment on the RedNoxy product category were supported by higher sales volumes. Higher feedstock prices (notably natural gas) dragged down results delivered by these product categories. However, they were more than offset by the prices and, in some cases, volumes of the products sold.
Plastics
Caprolactam demand is driven by the level of demand for polyamide produced by Grupa Azoty S.A., which uses caprolactam as a feedstock. Looking more broadly, caprolactam results reflect the market situation of polyamide end-users. The fourth quarter of 2021 saw slower demand from the automotive sector, a major consumer of plastics. The slowdown was offset by continued solid demand from other polyamide application sectors. Lower sales volumes and high feedstock prices, mainly benzene but also natural gas and sulfur, had a negative impact on the segment’s results for the period.
Plastics’ EBITDA margin in the fourth quarter was -12.8%, compared with 1.2% in the same period last year.
Key 2021 performance drivers
The financial results delivered by the Company’s Group in 2021 were significantly influenced by rising feedstock and product prices. Economic recovery accelerated during 2021 as the impacts of the COVID-19 pandemic subsided. At the same time, demand-supply imbalances were apparent as a result of supply chain disruptions across feedstock and product markets.
The Company’s Group generated consolidated revenue of PLN 5,489m in 2021 (2020: PLN 3,206m) and EBITDA of PLN 660m (2020: PLN 508m), with EBITDA margin at 12.0% (2020: 15.8%). All-time-high natural gas prices reduced EBITDA margin by 3.8pp despite a 29.9% rise in EBITDA.
The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for 2021, which is due to be issued on April 27th 2022.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy (the “Company”) announces that, based on the results of an impairment test of non-current assets of the Plastics cash generating unit (CGU), on April 1st 2022 the Management Board resolved to recognise a PLN 264m impairment loss on the assets.
A one-off item, the event will affect the Company’s separate and consolidated financial statements for 2021 by reducing operating profit or loss of the Company and its Group by the amount of the impairment loss.
The impairment loss is a non-cash item and has no impact on the liquidity position of the Company or its Group.
The impairment loss is attributable to future cash flows of the Plastics CGU, based on the assessment of earnings estimates, being lower than forecast in prior periods due to the current and expected market conditions and macroeconomic factors. The forecast has been updated taking into account mainly the following external factors:
As the audit of the Company’s financial statements for 2021 has not yet been completed, the stated amount is not final and may be subject to change. The annual report of the Company will be issued on April 27th 2022.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 19/2021 of May 31st 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 31st 2022, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed an annex to the supply financing agreement signed on May 31st 2021 (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) with Pekao Faktoring Sp. z o.o. (the “Factor”).
The amendments introduced by the Annex to the Reverse Factoring Agreement include an increase of the facility amount from PLN 250m to PLN 550m (or its equivalent in EUR or USD), extension of the availability period of the Reverse Factoring Agreement amount until November 30th 2022, replacement of the LIBOR 1M reference rate for financing in USD with the CME Term SOFR 1M rate, and establishment of the supplier financing option until the payment deadline.
Security for the Factor’s receivables required under the Reverse Factoring Agreement is the Factoring Agent’s notarised declaration of submission to enforcement for up to 120% of the Reverse Factoring Agreement amount increased by the Annex to the Reverse Factoring Agreement.
The other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 19/2021 of May 31st 2021.
The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 10/2021 of April 29th 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on March 31st 2022, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed an annex to the payment services and financing agreement signed on April 29th 2021 (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”).
The amendments introduced by the Annex to the Reverse Factoring Agreement include an increase of the facility amount from PLN 500m to PLN 800m (or its equivalent in EUR or USD), extension of the availability period of the Reverse Factoring Agreement amount until April 29th 2023, change of the Bank’s margins on the financing in PLN and USD in accordance with the standards adopted in other agreements of this type, and establishment of the supplier financing option until the payment deadline using the split payment mechanism.
The Bank’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the Reverse Factoring Agreement amount increased by the Annex to the Reverse Factoring Agreement.
The other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 10/2021 of April 29th 2021. The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) has identified potential risks that may have a significant impact on future financial performance of the Company and its Group (the “Grupa Azoty Puławy Group” or the “Group”) in the wake of the Russian invasion of Ukraine:
In 2021 sales to Ukraine accounted for 2.6% of the Grupa Azoty Puławy Group’s consolidated revenue and were mainly sales of mineral fertilizers. Sales to the Russian and Belarusian markets did not exceed 1% of the Group’s consolidated revenue. Grupa Azoty Puławy Group is not currently selling any products to Russia or Belarus. As for supplies to the Ukrainian market, they have been significantly curtailed since the martial law was declared in Ukraine. The Company’s Management Board is monitoring the political and economic situation in the wake of the Russian invasion of Ukraine, analysing its impact on the business of the Company and the Group. If any new developments with a potentially significant impact on the Grupa Azoty Puławy Group’s financial performance and economic standing are identified, they will be promptly disclosed to the public.
Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company ”) will announce its 2021 full year results and 2022 interim results as per the following schedule:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
Furthermore, the Company's Management Board announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (nonconsolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not publish separate or consolidated quarterly results for Q4 2021 and Q2 2022, as permitted under Par. 79.2 of the Regulation. Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 62.3 of the Regulation.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that, having reviewed and considered the request from Polimex Mostostal S.A. (the “Contractor”), the general contractor under the EPC contract for the ‘Construction of a coal-fired power generation unit’ (the “Project”), to extend the Project completion deadline and increase the contract price, as reported by the Company in Current Report No. 36/2021 of November 22nd 2021, it has decided to request the Contractor to supplement its request for extension of the Project completion deadline. At the same time, it has decided to fully refuse the Contractor’s request for increasing the contract price.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 29th 2021 an annex (the “Annex”) was signed to the Long-Term Agreement for Sale of Thermal Coal executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”). The Agreement provides for sale of thermal coal to the Company.
Under the Annex:
Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2027 is estimated at PLN 2,134m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 6.92% more than disclosed in Current Report No. 34/2020 of November 18th 2020). Of that amount, approximately PLN 843m (VAT exclusive) is attributable to 2022−2027. The other terms of the Agreement do not differ from standard terms used in agreements of such type. Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it has received from Polimex Mostostal S.A. (the “Contractor”), the general contractor under the contract for turnkey execution of the project “Construction of a coal-fired power generation unit” (the “Contract”), the conclusion of which was announced by the Company in Current Report No. 29/2019 of September 25th 2019 (the “Project”), a request to:
(i) Increase the Contractor’s Fee by PLN 35.8m, VAT-exclusive;
(ii) Extend the Project execution period by 223 days and change the Project execution schedule.
According to the Contractor, the main reason for submitting the request is the impact of the COVID-19 pandemic on the execution of the Project and the ensuing legislative changes, which the Contractor considers to represent force majeure within the meaning of the Contract.
The proposed changes will be thoroughly reviewed and assessed in terms of their appropriateness under the Contract, as well as in the light of relevant facts.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this Report, the estimated consolidated financial highlights of the Grupa Azoty Zakłady Azotowe Puławy Group for the third quarter and the first nine months of 2021.
The results of the Grupa Azoty Zakłady Azotowe Puławy. Group both in the first nine months of 2021 and in the third quarter of 2021 were affected by prices of raw materials (mainly natural gas and benzene), higher costs of electricity and CO2 emission allowances, as well as – in relation to the results posted in the comparative periods of 2020 – lower amount of compensation granted to enterprises from energy-intensive sectors and absence of funds granted under the governmental anti-crisis shields.
The following factors had a positive effect on the EBITDA achieved by the Company’s Group: higher prices of most products, higher total sales volume in the Agro and Plastics Segments and an increase in the expected allocation of free CO2 emission allowances, which was included in the settlement of CO2 emission costs for the first half of 2021.
The results of individual segments are presented in the appendix to this report.
Key drivers of the Company Group’s financial performance in the third quarter of 2021:
1. In the Agro segment:
A negative impact on the results of the Agro Segment in the third quarter of 2021 came from prices of natural gas, which showed a very high growth rate both quarter on quarter and year on year. In addition, the segment's results were affected by higher sales prices and volumes of chemical products, especially melamine. The situation on the European melamine market made sales of this product more profitable. In the case of fertilizers, higher prices and comparable sales volumes were recorded. Despite historically high prices of gas, the Company and its subsidiaries did not halt or significantly reduce their fertilizer production, taking steps to satisfy demand for fertilizers primarily on the domestic market, which is treated as a priority.
2. In the Plastics segment:
Year on year, the segment's results were positively influenced by higher sales volumes and higher sales prices of caprolactam, which drove up margins in accordance with the trends prevailing on global markets. The prices of caprolactam in the third quarter of 2021 were influenced mainly by the prices of benzene, with a limited supply of caprolactam from, e.g., Asian manufacturers, who carried out production using about 60-100% of the design capacity, which was related, inter alia, to governmental restrictions on energy distribution in September 2021.
Increases in the prices of benzene, natural gas and sulfur had a negative impact on the segment's results. In the case of benzene, it was a result of the unstable supply and demand situation and movements in crude oil prices. The presented amounts are estimates and may be subject to change. The final results will be presented in the consolidated report for the third quarter and the first nine months of 2021, to be published on November 9th 2021.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on October 5th 2021 and resumed after an adjournment on October 19th 2021, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Further to Current Report No. 28/2021 of October 5th 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting resumed after an adjournment on October 19th 2021, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on October 19th 2021, pursuant to resolutions of the Company’s Extraordinary General Meeting, the following persons were appointed to the Company’s Supervisory Board of the 10th joint term of office: Mr Krzysztof Majcher and Mr PhD Marcin Szewczak.
The Company’s Management Board further announces that appointed Members of the Supervisory Board have submitted representations to the effect that they are not engaged in any activities competing with the Company’s business and that they are not shareholders or partners in any competing company or partnership, or members of the governing bodies of any other competing legal persons.
The representations also include statements to the effect that the Members of the Supervisory Board of the 10th term are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational background, qualifications, previously held positions and employment record of the appointed Members of the Company’s Supervisory Board of the 10th term is attached to this current report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on October 15th 2021, it received from Grupa Azoty S.A. of Tarnów, a shareholder in the Company, the nominations of Krzysztof Majcher and Marcin Szewczak, PhD, as candidates for the positions of Supervisory Board members. The candidates were put forward as a result of the discussion held by the Extraordinary General Meeting, which, following its adjournment, is to be resumed on October 19th 2021, on item 5 of its agenda concerning changes in the composition of the Supervisory Board.
According to representations submitted by the nominating shareholder and the candidates themselves, they satisfy the formal criteria as laid down in applicable laws and regulations and the Company's Articles of Association, including the requirement to receive endorsement of the Council for state-owned companies and other state-owned legal persons and the independence criteria as defined in the Act on Statutory Auditors, Audit Firms and Public Oversight.
Resumes of the candidates are attached as appendices hereto.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on October 14th 2021 Krzysztof Majcher and Maciej Marzec resigned as members of the Company’s Supervisory Board. Mr Krzysztof Majcher resigned with effect from the end of the day preceding the resumption of the adjourned General Meeting of the Company, which is to be resumed on October 19th 2021. Mr Maciej Marzec's resignation takes effect with the commencement of consideration by the General Meeting on October 19th 2021 of the agenda item concerning changes in the composition of the Supervisory Board.
Neither of these persons provided reasons for their resignation.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on October 5th 2021, together with the results of voting on the resolutions.
The Company’s Management Board also publishes, attached hereto, the draft resolution to appoint the Chairperson of the Supervisory Board, tabled by an entitled shareholder during the Extraordinary General Meeting. The resolution was passed by the Company’s Extraordinary General Meeting.
Legal basis: Par. 19.1.4 and Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that the Extraordinary General Meeting of October 5th 2021 passed a resolution to adjourn the General Meeting. The proceedings of the Extraordinary General Meeting will be resumed at 11:00 a.m. on October 19th 2021 at the Company’s registered office at Aleja 1000-lecia Państwa Polskiego 13, 24-110 Puławy, Poland (Executive Offices, Room No. 16).
Legal basis: Par. 19.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on October 4th 2021 it received a notice of resignation from Mr Jacek Nieścior from his position as Chairman and Member of the Company’s Supervisory Board on October 4th 2021.
Mr Jacek Nieścior did not specify the reasons for his resignation.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, draft resolutions to be discussed and voted on at the Company’s Extraordinary General Meeting convened for October 5th 2021.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at 11.00 a.m. on October 5th 2021 at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, in accordance with the notice attached as an appendix to this Current Report.
The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19,115,000. As at September 7th 2021, the number of votes attached to the shares was 19,115,000.
In connection with the placement on the General Meeting’s agenda of an item concerning changes in the composition of the Company’s Supervisory Board and the Company’s declaration of compliance with Principle 4.9 of the Code of Best Practice for WSE Listed Companies 2021, the Management Board requests that candidates for Supervisory Board members be promptly nominated and a set of materials concerning them be submitted, not later than three days before the General Meeting. Candidates for the position of Supervisory Board member should submit representations regarding their fulfilment of the requirements for audit committee members as set forth in the Act on Statutory Auditors, Audit Firms and Public Oversight of May 11th 2017, as well as regarding the existence of any actual and significant relations between the candidate and a shareholder holding at least 5% of the total number of votes in the Company.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes the estimated key consolidated financial data of the Grupa Azoty Zakłady Azotowe Puławy Group for the second quarter and the first half of 2021:
Q2 2021:
Consolidated revenue (from sales to external customers) PLN 1,076.3m
EBITDA: PLN 121.4m
EBIT: PLN 57.3m
Net profit: PLN 49.4m
Results by segment (net of intersegment sales; results unadjusted for ‘Unallocated’ items, relating mainly to costs):
Revenue of the Agro segment: PLN 881.5m
EBITDA of the Agro segment: PLN 152.5m
EBIT of the Agro segment: PLN 115.3m
Revenue of the Plastics segment: PLN 149.3m
EBITDA of the Plastics segment: PLN 1.6m
EBIT of the Plastics segment: PLN (-)3.5m
Revenue of the Energy segment: PLN 22.4m
EBITDA of the Energy segment: PLN 8.7m
EBIT of the Energy segment: PLN 2.6m
Revenue of the Other Activities segment: PLN 23.1m
EBITDA of the Other Activities segment: PLN 1.9m
EBIT of the Other Activities segment: PLN (-)5.3m
H1 2021:
Consolidated revenue (from sales to external customers) PLN 2,088.1m
EBITDA: PLN 229.1m
EBIT: PLN 102.3m
Net profit: PLN 82.9m
Results by segment (net of intersegment sales; results unadjusted for ‘Unallocated’ items, relating mainly to costs):
Revenue of the Agro segment: PLN 1,743.3m
EBITDA of the Agro segment: PLN 290.4m
EBIT of the Agro segment: PLN 216.6m
Revenue of the Plastics segment: PLN 248.1m
EBITDA of the Plastics segment: PLN (-)8.5m
EBIT of the Plastics segment: PLN (-)18.6m
Revenue of the Energy segment: PLN 51.5m
EBITDA of the Energy segment: PLN 19.5m
EBIT of the Energy segment: PLN (-)2.7m
Revenue of the Other Activities segment: PLN 45.2m
EBITDA of the Other Activities segment: PLN 6.7m
EBIT of the Other Activities segment: PLN (-)7.6m
Compared with the first half of 2020, the Grupa Azoty Zakłady Azotowe Puławy Group’s EBITDA for the first half of 2021 were boosted mainly by higher prices of almost all products in the Chemicals and Plastics segments. The increase was also supported by higher sales volumes of most products. Factors with an adverse effect on the results included an increase in variable costs, caused mainly by higher prices of gas and benzene, higher prices of carbon allowances (relative to unhedged positions), as well as a lower amount of compensation paid to energy-intensive companies. At the same time, the Group’s EBITDA was positively impacted by an increase in the expected allocation of free carbon allowances, which was recognised in the estimated accounting for emission costs for the first half of 2021.
Main factors with a bearing on the Group’s financial performance in the second quarter of 2021 compared with the second quarter of 2020:
1. In the Agro segment:
The segment’s performance benefited from higher prices of nitrogen fertilizers, as a result of – on the one hand – pressure coming from higher prices of urea, which sets the price paths for other fertilizer products, mainly AN, and – on the other hand – the conditions prevailing across
global market, i.e. oversupply, low stocks and high prices of agricultural produce (wheat, maize, rape). Results were also driven by higher sales volumes of melamine and urea. The segment’s performance was adversely affected mainly by a major spike in natural gas prices.
2. In the Plastics segment:
In the the second quarter of 2021, the Grupa Azoty Puławy Group’s Plastics Segment recorded a year-on-year increase in revenue from sales to external customers, resulting mainly form higher prices and sales volumes of caprolactam. In Q2 2021, caprolactam prices were primarily driven by high demand, combined with reduced supply (due to maintenance shutdowns at production plants). The segment's performance was adversely affected by higher prices of key feedstocks, i.e. natural gas and benzene. The increase in benzene prices was mainly due to the product’s limited availability on the market and adverse changes in supply and demand.
The amounts presented above are estimates and may be subject to change.The final results will be presented in the consolidated report for the first half of 2021, to be published on September 9th 2021.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (the “AGM”) held on June 22nd 2021, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, resolutions passed by the Company’s Annual General Meeting on June 22nd 2021, together with the results of voting on the resolutions.
At the Annual General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://www.pulawy.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and were also published by the Company with its separate and consolidated full-year reports for 2020 and attached to Current Report No. 18/2021 of May 26th 2021.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that at the meeting held on June 1st 2021 the Company’s Supervisory Board passed a resolution to appoint Adam Lesiński to the Company’s Management Board to serve as Vice President of the Management Board, with effect from June 2nd 2021.
The Management Board further announces that the newly appointed Vice President of the Management Board, Adam Lesiński, has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.
The representation received by the Company also contains a statement that the newly appointed Vice President of the Management Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register. A brief description of the newly appointed Vice President’s educational background, qualifications, previously held positions and employment record are attached to this current
report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 31st 2021 the Company, its parent Grupa Azoty S.A. (the "Parent”, the “Factoring Agent”), and Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”; jointly with the Company and the Parent – the “Factorees”) and BNP Paribas Faktoring Sp. z o.o. (the “Factor”) signed a PLN 500m (or EUR or USD equivalent) master factoring agreement (the “Factoring Agreement”) for indefinite term.
The facility under the Factoring Agreement was made available for the period of 12 months. The facility will be automatically extended for another period of 12 months based on the Factor’s decision communicated to the Factoring Agent no later than 180 days prior to the expiry of the current
availability period.
The Factoring Agreement provides for the financing of amounts due to the Parent and the Group Companies from their trading partners.
Under the Factoring Agreement, the Factor’s claims are to be secured with:
1) the Parent’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Factoring Agreement;
2) assignment to the Factor of the Factorees’ receivables from their trading partners which are to be financed under the Factoring Agreement;
3) assignment to the Factor of the receivables under the Factorees’ receivables insurance agreements, with respect to the rights to compensation for receivables from trading partners which are to be financed under the Factoring Agreement;
4) power of attorney for the Factor over the Factorees’ bank accounts held with BNP Paribas Bank Polska S.A.
The Parent is liable for repayment of all amounts due under the Factoring Agreement, while the Group Companies are liable for repayment of their respective liabilities under the Agreement. The per annum interest rate under the Agreement is equal to the following reference rates: 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate).
The Factoring Agreement also imposes certain restrictions on the Parent and the Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if a certain level of consolidated net debt to EBITDA is exceeded, which have been made consistent with the revolving credit facility agreement of April 23rd 2015, as amended by the amendment of June 29th 2018, referred to in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.
The terms of the Factoring Agreement do not differ from standard terms used in agreements of such type.
The purpose of the Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Group’s financial security through the umbrella nature of facility allocation and authorisation of the Parent, as the Factoring Agent, to redistribute the facility, as well as to include new factorees which are the Parent’s subsidiaries in the Factoring Agreement.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 31st 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”; jointly with the Company and the Parent: the “Factorees”), and Pekao Faktoring Sp. z o.o. (the “Factor”) signed a PLN 250m (or EUR or USD equivalent) factoring agreement (the “Factoring Agreement”), as well as a PLN 250m (or EUR or USD equivalent) agreement for the financing of deliveries (the “Reverse Factoring Agreement”).
The Factoring Agreement and the Reverse Factoring Agreement were concluded for indefinite term. The facilities under those two Agreements will be available for a period of 12 months and will be automatically extended for another 12 months unless, prior to the facility expiry date, the Factor
gives notice of intention not to extend them, whereby the Factoring Agreement or the Reverse Factoring Agreement will be terminated on 120 days’ notice with the facilities remaining available to the Factorees during the notice period.
The Factoring Agreement provides for the financing of amounts due to the Parent and the Group Companies from trading partners, while the Reverse Factoring Agreement provides for the financing of amounts due to suppliers and service providers from the Parent and the Group Companies.
Under the Factoring Agreement, the Factor’s claims are to be secured with:
1) the Parent’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Factoring Agreement;
2) assignment to the Factor of the Factorees’ receivables from their trading partners which are to be financed under the Factoring Agreement;
3) assignment to the Factor of the receivables under the Factorees’ receivables insurance agreements, with respect to the rights to compensation for receivables from trading partners which are to be financed under the Factoring Agreement;
4) power of attorney for the Factor over the Factorees’ bank accounts held with Bank Polska Kasa Opieki S.A.;
5) financial and registered pledges over receivables from the Factorees’ bank accounts held with Bank Polska Kasa Opieki S.A.
Security for the Factor’s receivables required under the Reverse Factoring Agreement is the Parent’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Reverse Factoring Agreement.
In accordance with the Factoring Agreement and the Reverse Factoring Agreement, the Parent is liable for repayment of all amounts due under each of the Agreements, while the Group Companies are liable for repayment their respective liabilities under the Agreements. The per annum interest rate under each of the Agreements is equal to the following reference rates: 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference
rate is below 0, the Factor’s margin is the minimum rate).
The Agreements also impose certain restrictions on the Parent and Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if a certain level of consolidated net debt to EBITDA is exceeded, which have been made consistent with the revolving credit facility agreement of April 23rd 2015, as amended by the amendment of June 29th 2018, referred to in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.
The terms of the Factoring Agreement and the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type.
The purpose of the Factoring Agreement and the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Grupa Azoty Group’s financial security through the umbrella nature of facility allocation and authorisation of the Parent, as the Factoring Agent, to redistribute the facilities, as well as to include new factorees which are the Parent’s subsidiaries in both the Factoring Agreement and the Reverse Factoring Agreement.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Annual General Meeting convened for June 22nd 2021.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company (the “General Meeting”), to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, at 11.00 a.m. on June 22nd 2021, in accordance with the notice attached as an appendix to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 11/2021 of May 5th 2021, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 17th 2021 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual General Meeting for allocation of the net profit for the financial year 2020, of PLN 221,966,967.74, be allocated to the Company’s statutory reserve
funds.
The final decision on the allocation of profit for 2020 will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on May 14th 2021, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on May 14th 2021, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 14th 2021, by resolution of the Extraordinary General Meeting, Piotr Regulski was appointed to the Company’s Supervisory Board of the tenth term.
The Management Board further announces that the new Member of the Supervisory Board has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.
The representation received by the Company includes a statement to the effect that the Member of the Supervisory Board of the tenth term is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational background, qualifications, previously held positions and employment record of the new Member of the Supervisory Board of the tenth term is attached to this current report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby publishes the estimated selected consolidated financial results of the Grupa Azoty Puławy Group for the first quarter of 2021:
Revenue: PLN 1,011.8m
EBITDA: PLN 107.7m
Net profit/(loss): PLN 33.4m
Results by segment (excluding intersegment sales)
Revenue of the Agro segment: PLN 861.8m
EBITDA: PLN 137.9m
Revenue of the Plastics segment: PLN 98.9m
EBITDA: PLN (-)10.1m
Revenue of the Energy segment: PLN 29.1m
EBITDA: PLN 10.9m
Revenue of the Other Activities segment: PLN 22.1m
EBITDA: PLN 4.8m
In Q1 2021, the Agro segment’s EBITDA was driven mainly by a rise in the selling prices of fertilizers, especially ammonium nitrate and urea, buoyed up by strong demand, high prices of grains (both wheat and rye), a drop in fertilizer imports and a rise in the selling prices of melamine. The positive effect of the increase in selling prices was largely offset by an increase in production costs due to the higher prices of raw materials, mainly natural gas.
In Q1 2021, the major factor affecting the Plastics segment’s EBITDA performance was an increase in caprolactam production cost, reflecting higher feedstock prices, mainly of natural gas and benzene. The Plastics segment’s revenue growth was attributable to a rise in the selling prices of caprolactam, insufficient to offset the higher production cost.
The Company’s Management Board considers the information on the estimated results for Q1 2021 to be material given that these estimates differ both from market expectations and from the average results reported in previous years, i.e. for Q1 2018−2020. The amounts presented above are estimates and may be subject to change. The consolidated report for Q1 2021 will be issued on May 13th 2021.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 5th 2021 it passed a resolution to recommend that the Company's entire net profit for the financial year 2020, of PLN 221,966,967.74, be allocated to the Company's statutory reserve funds.
The purpose of allocating the entire net profit to increase the Company's equity is to ensure the existence of a liquidity buffer enabling the implementation of the Company’s investment plans. In accordance with Art. 382.3 of the Commercial Companies Code, the recommendation will be submitted to the Company’s Supervisory Board for assessment. The final decision on the allocation of profit for 2020 will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 29th 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and its associates Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”) signed a PLN 500m (or EUR or USD equivalent) payment services and financing agreement (the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”) for an indefinite term.
The facility under the Reverse Factoring Agreement is available for a period of 12 months and is automatically extended for another 12 months unless the Bank or the Factoring Agent gives notice of intention not to extend it no later than 120 days before expiry of the current availability period. The Reverse Factoring Agreement provides for the financing of the Parent’s, the Company’s and the other Group Companies’ liabilities towards their suppliers and service providers. The Bank’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the value of the Reverse Factoring Agreement. The Parent is liable for all payments due under the Reverse Factoring Agreement, while the Company is liable exclusively for payments due from it thereunder. The per annum interest rate is equal to the reference rates of 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Bank’s margin (if the reference rate is below 0, the Bank’s margin is the minimum rate). The terms of the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type. The Reverse Factoring Agreement also imposes certain restrictions on the Parent, Company and other Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities above the consolidated net debt to EBITDA ratio, which have been made consistent with the credit facility agreement of April 23rd 2015 amended by the Amending Agreement of June 29th 2018, as announced in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018. The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 29th 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and its associates Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”) signed a PLN 500m (or EUR or USD equivalent) reverse factoring agreement (the “Reverse Factoring Agreement”) with ING Commercial Finance Polska S.A. (the “Factor”) for an indefinite term.
The facility under the Reverse Factoring Agreement is available for a period of 12 months and is automatically extended for another 12 months unless the Factor or the Factoring Agent gives notice of intention not to extend it no later than 120 days before expiry of the current availability period.
The Reverse Factoring Agreement provides for the financing of the Parent’s, the Company’s and the other Group Companies’ liabilities towards their suppliers and service providers.
The Factor’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the value of the Reverse Factoring Agreement. The Parent is liable for all payments due under the Reverse Factoring Agreement, while the Company is liable exclusively for payments due from it thereunder. The per annum interest rate is equal to the reference rates of 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate). The terms of the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type. The Reverse Factoring Agreement also imposes certain restrictions on the Parent, Company and other Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities above the consolidated net debt to EBITDA ratio, which have been made consistent with the credit facility agreement of April 23rd 2015 amended by the Amending Agreement of June 29th 2018, as announced in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018. The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company") publishes relevant to the draft resolutions to be voted to be considered by the Extraordinary General Meeting convened for May 14th 2021.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on May 14th 2021, in accordance with the notice attached as an appendix to this Current Report.
The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at April 17th 2021, the number of votes attached to these shares is 19,115,000.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. announces that the non-financial report for 2020 covering Grupa Azoty Zakłady Azotowe “Puławy” S.A. and the Grupa Azoty Zakłady Azotowe “Puławy” Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at https://pulawy.grupaazoty.com
Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Contents: Further to Current Report No. 1/2021 of January 21st 2021, the Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2020 has been changed from March 31st 2021 to April 15th 2021.
Given the above, the Management Board will announce 2021 full year results as per the following updated schedule:
1. First and third quarter interim results:
2. Half year interim results:
3. Full year results:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the estimated selected consolidated financial results of the Grupa Azoty Puławy Group for the fourth quarter of 2020:
Revenue: PLN 859.0m
EBITDA: PLN 134.6m
Net profit/(loss): PLN 47.4m
and the estimated selected consolidated results for 2020:
Revenue: PLN 3,206.3m
EBITDA: PLN 521.9m
Net profit/(loss): PLN 215.9m
The Company’s Management Board considers the information on the consolidated results to be material considering that the financial performance recorded in the fourth quarter of 2020 exceeds market expectations. At the same time, the consolidated results generated in the fourth quarter of 2020 differ from the average quarterly results posted in the corresponding periods of 2017-2019.
The Company’s Management Board also announces that the results include compensation payable to the Company for 2019 and 2020 under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors , estimated at approximately PLN 119.9m, reversal of an impairment loss on non-current assets to the extent attributable to the assets of the Agro cash generating unit, in the amount of PLN 17.4m, as well as funding received under the Act of March 2nd 2020 on Special Arrangements to Prevent, Counteract and Combat COVID-19, Other Infectious Diseases and Crisis Situations Caused by Them, version 4.0. The amount of funding granted to Grupa Azoty Puławy Group companies was PLN 29.4m.
The results of the Grupa Azoty Puławy Group are currently being audited by a qualified auditor in accordance with applicable laws. The amounts presented above are estimates and may be subject to change The final financial results for 2020 will be released on March 31st 2021.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. the “Company”) announces that on March 18th 2021 it decided to reverse an impairment loss on non-current assets of PLN 17,415 thousand to the extent attributable to assets of the Agro cashgenerating unit (CGU) impaired in previous years, in view of the results of an impairment test performed for this CGU as at December 31st 2020 revealing an excess value.
The impairment reversal will have a positive effect on EBITDA in the separate and consolidated financial statements of the Company and its Group of approximately PLN 17,415 thousand. It will also increase the separate and consolidated net profit by an estimated PLN 14 007 thousand.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on February 26th 2021 Wiktor Cwynar tendered his resignation as member of the Supervisory Board, with effect from February 28th 2021. Wiktor Cwynar did not state the reasons for his resignation.
Legal basis: Par. 5.4 and Par. 9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ) will announce its 2020 full year results and 2021 interim results as per the following schedule:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
Furthermore, the Company's Management Board announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (nonconsolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not publish separate or consolidated quarterly results for Q4 2020 and Q2 2021, as permitted under Par. 79.2 of the Regulation.
Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 62.3 of the Regulation.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on December 28th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
- Number of shares represented at the EGM: 18,345,735
- Number of votes held at the EGM: 18,345,735
- Percentage share in voting rights represented at the EGM: 99.98%
- Percentage share in total voting rights: 95.98%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2020, item 2080).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on December 28th 2020, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.
Materials regarding the resolutions of the Extraordinary General Meeting were attached to the current report No. 36/2020 of November 27, 2020 and have been published on the on the Company’s website at https://pulawy.grupaazoty.com/investor-relations/general meeting.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Extraordinary General Meeting convened for December 28th 2020.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on December 28th 2020, in accordance with the notice attached as an appendix to this Current Report.
The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at November 27th 2020, the number of votes attached to these shares is 19,115,000.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on November 18th 2020 an annex (the “Annex”) was signed to the Long-Term Agreement for Sale of Thermal Coal executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”).
The Agreement provides for sale of thermal coal to the Company.
Under the Annex:
- price of deliveries in 2021 was agreed,
- the term of the Agreement was extended until December 31st 2026 (previously: December 31st 2025).
Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2026 is estimated at PLN 1,996m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 7.56% more than disclosed in Current Report No. 33/2019 of November 20th 2019). Of that amount, approximately PLN 847m (VAT exclusive) is attributable to 2021−2026. The other terms of the Agreement do not differ from standard terms used in agreements of such type.
Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that a correction has been made to the Directors’ Report on the operations of Grupa Azoty Zakłady Azotowe Puławy S.A. and the Grupa Azoty Zakłady Azotowe Puławy Group (“Directors’ Report“) published on September 10th 2020, which forms part of the consolidated report for the first half of 2020.
The correction results from the fact that an incorrect number of shares held by Agnieszka Kowalik, a new member of the Company’s Supervisory Board appointed on June 23rd 2020, was provided by the Company in the Directors’ Report.
Before the correction:
As at June 30th 2020 and as at the date of authorisation of this report for issue, none of the members of the Parent’s management or supervisory staff held any shares in Grupa Azoty Zakłady Azotowe Puławy S.A.
After the correction:
Agnieszka Kowalik was appointed to the Supervisory Board of the 10th term on June 23rd 2020. As at the appointment date, Ms Kowalik held 298 shares in Grupa Azoty Zakłady Azotowe Puławy S.A. As at June 30th 2020 and at the date of authorisation of this report for issue, Agnieszka Kowalik held 298 Company shares with a par value of PLN 10 per share. No other members of the Parent’s management or supervisory staff held any shares in Grupa Azoty Zakłady Azotowe Puławy S.A.
The full corrected report will be published on September 16th 2020.
The correction has no effect on the interim condensed consolidated financial statements of the Grupa Azoty Zakłady Azotowe Puławy Group or the interim condensed separate financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A. for the first three and six months of 2020.
Legal basis: Par. 15.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on August 26th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on August 26th 2020, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that, following a review of the interim financial statements by the auditor with a resulting change of the approach to accounting for CO2 emission allowances received free of charge, it has decided to change the accounting policies adopted for grants in the form of CO2 emission allowances received free of charge.
Previously, grants in the form of CO2 emission allowances allocated free of charge were accounted for and recognised in reporting periods based on actual emissions in a given period until the grant resulting from CO2 emission allowances allocated free of charge for a given year was exhausted. Now the Company will account for such grants by reference to actual emissions in a given period from installations for which the allowances (grant) were allocated pro rata to emissions planned from these installations for a given year. Irrespective of the change, grants were, and will continue to be, accounted for as a deduction from expenses. The change in accounting for grants will not affect the Company’s full-year results, as it relates to accounting for the allocation during a year.
The total effect of the change is PLN (-)57.3m on the Company’s separate net profit for H1 2020 and PLN (-)70.8m on EBITDA.
Accordingly, the Company’s estimates of financial results for Q2 2020, as announced in Current Report No. 28/2020 of July 31st 2020, have been revised as follows:
Estimated selected consolidated financial results of the Group for Q2 2020: Revenue: PLN 653m EBITDA: PLN 118m Net profit/(loss): PLN 59m
Estimated selected separate financial results of the Company for Q2 2020: Revenue: PLN 555m EBITDA: PLN 121m Net profit/(loss): PLN 67m
The Management Board of the Company also publishes:
Estimated selected consolidated financial results of the Group for H1 2020: Revenue: PLN 1,607m EBITDA: PLN 287m Net profit/(loss): PLN 140m
Estimated selected separate financial results of the Company for H1 2020 Revenue: PLN 1,382m EBITDA: PLN 285m Net profit/(loss): PLN 146m
The Company’s Management Board further announces that the changes affect the data and information contained in the Q1 2020 report issued on May 21st 2020. Adjusted data and information from the Q1 2020 report will be released to the public in the interim report for H1 2020, to be issued on September 10th 2020.
As the Company’s financial statements are still being reviewed by the auditor, the above amounts are not final and may be subject to change.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company") announces that on July 31st 2020 it received a decision of the President of the Energy Regulatory Office to grant PLN 46.6m in compensation for 2019 to the Company under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors. The actual amount of the compensation does not differ materially from that estimated by the Company (i.e. PLN 44.6m) and included in the estimated results as published in Current Report No. 28/2020 of July 31st 2020.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Further to the information provided to date on the effects of COVID-19 on the Grupa Azoty Zakłady Azotowe Puławy S.A.’s and the Grupa Azoty Zakłady Azotowe Puławy Group’s operations (the “Company” and “Group”, respectively) (see Current Report No. 7/2020 of March 26th 2020 and the information contained in the periodic reports for 2019 and for Q1 2020), the Management Board of the Company, having regard to the coronavirus impact mitigation steps taken to date, has assessed the effects of the COVID-19 pandemic on the Company’s and the Group’s operations in Q2 2020. The estimates below also reflect the general impact of other factors on the Company’s and the Group’s operations.
Plastics
Operations in the Plastics segment are directly related to the electrical engineering and automotive industries, where the effects of the pandemic have been the strongest. Administrative restrictions introduced at the end of March 2020 to limit the spread of COVID-19 affected demand and caused a drop in caprolactam prices, both on the European and Asian markets. Before the demand caprolactam declined, in March 2020 production activities were discontinued by certain manufacturers in all segments of the plastics value chain.In Q2 2020, the Plastics segment reported a 55% year-on-year decline in revenue, attributable to the COVID-19 pandemic and disruption to the demand and supply balance on the market.
Agro
The COVID-19 pandemic had no material effect on the implementation of contract sales schedules in Q2 2020.
Deteriorated demand and price levels were seen in the melamine market in the wake of the pandemic. In Q2 2020, revenue from melamine sales was 38% lower year on year.
The crisis related to the spread of the COVID-19 pandemic also affected the RedNOx® product market. Lower fuel consumption supressed sales of NOXy® products (the main product in this business area). In other industries, such as power plants or glass, paper and cement manufacturers, where the segment’s products are also used, revenue was also lower.
In the case of RedNOx® products, in Q2 2020 revenue was down 26% year on year.
In Q2 2020, revenue of the Agro segment at large fell by approximately 23% year on year.
There were delays in payments for deliveries made, but their scale in Q2 2020 was not significant.
The Company and its subsidiaries are taking steps to minimise the impact of the COVID-19 pandemic on the Group’s operations, for instance by using solutions available on the market to support working capital management and adjust the production volumes to sales opportunities. In view of the declines in revenue, the Company and some of its subsidiaries will take steps to use the funding mechanisms under the Act on Special Arrangements to Prevent, Counteract and Combat COVID-19, Other Infectious Diseases and Crisis Situations Caused by Them of March 2nd 2020, version 4.0. The amount of support for the Group is estimated at approximately PLN 30m, including approximately PLN 26m for Grupa Azoty Zakłady Azotowe Puławy S.A.
In view of the foregoing, the Company publishes the following estimates:
Estimated selected consolidated financial results of the Group for Q2 2020:
Revenue: PLN 653m
EBITDA: PLN 153m
Net profit/(loss): PLN 88m
Estimated selected separate financial results of the Company for Q2 2020
Revenue: PLN 555m
EBITDA: PLN 154m
Net profit/(loss): PLN 94m
The Company’s Management Board further reports that the above results include compensation payable to the Company for 2019 and for H1 2020 under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors, estimated at some PLN 56.6m. The final amount of the compensation will be determined after the relevant application is processed by the Energy Regulatory Office.
The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are initial estimates, subject to revision. The final financial results will be released on September 10th 2020.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (“Company") publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Extraordinary General Meeting convened for August 26th 2020.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on August 26th 2020, in accordance with the notice attached as an appendix to this Current Report.
The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at July 30th 2020, the number of votes attached to these shares is 19,115,000.
The General Meeting is convened at the request of a shareholder representing at least one-twentieth of the Company’s share capital, that is Grupa Azoty S.A. of Tarnów, dated August 23rd 2020 (submitted under Art. 400.1 of the Commercial Companies Code), who also requested that the following item be placed on the agenda of the General Meeting:
1) Resolution to adopt the ‘Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.’
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe "Puławy" S.A. (the “Company”) announces that on July 6th 2020 the Company’s Supervisory Board passed a resolution to remove Mrs Anna Zarzycka-Rzepecka from the position of Management Board member.
Mrs Anna Zarzycka-Rzepecka served as Vice President of the Company's Management Board. The resolution to remove the Management Board member took effect as of its date.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 24th 2020 the Company received a statement from the Minister of State Assets on the appointment of Krzysztof Majcher to the Company’s Supervisory Board of the new (10th) term of office pursuant to Art. 321 of the Company’s Articles of Association.
The Company’s Management Board further announces that the newly appointed Member of the Supervisory Board has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a shareholder or partner in any competing company or partnership, or a member of the governing bodies of any other competing legal persons.
The representation also includes a statement to the effect that the newly appointed Member of the Supervisory Board of the 10th term of office is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Member of the Company’s Supervisory Board of the 10th term of office is attached to this Current Report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting (the “AGM”) held on June 23rd 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the AGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
- Number of shares represented at the AGM: 18,345,735
- Number of votes held at the AGM: 18,345,735
- Percentage share in voting rights represented at the AGM: 99.98%
- Percentage share in total voting rights: 95.98%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 23rd 2020, together with the results of voting on the resolutions.
The documents being the subject of the resolutions voted on at the Annual General Meeting are available on the Company’s website at https://pulawy.grupaazoty.com/en/investor-relations/corporate-governance. They were also published by the Company together with the separate and consolidated full-year report and attached to Current Report No. 19/2020 of May 27th 2020.
During the Annual General Meeting, none of the shareholders raised any objections to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Appendices:
• Resolutions passed by the Annual General Meeting on June 23rd 2020
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 23rd 2020 the following persons were appointed to the Company’s Supervisory Board for a new (10th) joint term of office by way of Annual General Meeting resolutions pursuant to Art. 49.6 and Art. 33 of the Company’s Articles of Association:
The Annual General Meeting appointed Jacek Nieścior as Chairman of the Supervisory Board.
The Company’s Management Board further announces that the newly appointed President and Members of the Supervisory Board have submitted representations to the effect that they are not engaged in any activities competing with the Company’s business and that they are not shareholders or partners in any competing company or partnership, or members of the governing bodies of any other competing legal persons.
The representations also include statements to the effect that the new President and Members of the Supervisory Board of the 10th term are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Members of the Company’s Supervisory Board of the 10th term is attached to this current report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: Further to Current Reports No. 15/2020 and No.16/2020 of May 26th 2020, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 23rd 2020 the Annual General Meeting passed a resolution to distribute the dividend for 2019.
1. The amount to be paid as dividend is PLN 104,176,750.00.
2. Dividend per share is PLN 5.45.
3. The dividend will be paid in respect of all Company shares 19,115,000 shares.
4. The dividend record date is July 2nd 2020.
5. The dividend payment date is July 16th 2020.
The amount to be paid as dividend is 36.7% of the profit generated.
Legal basis: Par. 19.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the
“Company”) publishes, attached hereto, draft resolutions to be discussed and voted on at the Annual General Meeting of the Company convened on June 23rd 2020 as well as documents that are relevant to the resolutions to be adopted and that have not been previously disclosed to the public.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic
information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Annual General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on June 23rd 2020, in accordance with the notice attached as an appendix to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe "Puławy" S.A. (The "Company") includes that since May 26, 2020, the Company has a new website address: pulawy.grupaazoty.com.
Legal basis: Par. 5.10 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 15/2020 of May 26th 2020, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on May 26th 2020 the Company’s Supervisory Board gave a positive assessment of the Management Board’s proposal to the Annual General Meeting for the following allocation of the net profit for 2019 of PLN 283,849,293.92:
Also, the Supervisory Board gave a positive assessment of the Management Board’s proposal to set the dividend record date for July 2nd 2020 and dividend payment date for July 16th 2020.
The final decision on the allocation of profit for 2019 and the dividend record and payment dates will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on May 26th 2020 it passed a resolution to recommend to the Annual General Meeting that the net profit for 2019 of PLN 283,849,293.92 be allocated as follows:
The proposed dividend amount is 36.7% of the profit generated.
The Company's Management Board requests that the dividend day be set for July 2nd 2020, while for the dividend payment day it recommends setting July 16th 2020.
At the same time, the Company informs that pursuant to art. 382 § 3 of the Code of Commercial Companies, this application will be sent to the Company's Supervisory Board for evaluation. A final decision on the allocation of profit will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on May 25th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on May 25th 2020, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.
Materials regarding the resolutions of the Extraordinary General Meeting have been published on the on the Company’s website at https://www.pulawy.com/general meeting.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) publishes, attached hereto, draft resolutions to be discussed and voted on at the Extraordinary General Meeting of the Company convened for May 25th 2020 as well as documents that are relevant to the resolutions to be adopted and that have not been previously disclosed to the public.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on May 25th 2020, in accordance with the notice attached as an appendix to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on April 24th 2020 the Company's Supervisory Board resolved to appoint:
- Mr Tomasz Hryniewicz as President of the Management Board, with effect from April 24th 2020,
- Mr Jacek Janiszek as Vice President of the Management Board, with effect from May 4th 2020,
and, following the conclusion of the recruitment and selection procedure and resultant appointment of Mr Tomasz Hryniewicz as President of the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A., to reappoint Ms Anna Zarzycka-Rzepecka as Vice President of the Management Board. Prior to the reappointment, Ms Anna Zarzycka-Rzepecka acted as President of the Management Board.
The Supervisory Board’s resolutions concerning changes in the composition of the Company’s Management Board became effective as of their dates.
The Management Board further announces that each of the newly appointed members of the Management Board has submitted a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a shareholder or partner in any competing company or partnership, or a member of the governing bodies of any other competing legal persons.
Each representation also includes a statement that the new member is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Brief descriptions of the newly appointed members’ educational background, qualifications, previously held positions and employment record are attached to this Current Report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe "Puławy" S.A. announces that the non-financial report for 2019 covering Grupa Azoty Zakłady Azotowe “Puławy” S.A. and the Grupa Azoty Zakłady Azotowe “Puławy” Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at www.pulawy.com.
Legal basis: Par. 5.11 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 1/2020 of January 21st 2020, the Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2019 has been changed from April 1st 2020 to April 8th 2020.
Given the above, the Management Board will announce 2020 full year results as per the following updated schedule:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
In line with the recommendations issued by the European Securities and Markets Authority (ESMA) and the Polish Financial Supervision Authority (PFSA), the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby discloses information on the current situation of the Company and its Group in view of the continuing effects of the spread of the SARS-CoV-19 coronavirus causing the COVID-19 infectious disease (“COVID-19”).
The Company’s Management Board is keeping track of the developments around the COVID19 pandemic and its unfolding impact on the Company’s and its Group’s business. In order to ensure that the Company and all other entities of its Group can operate as smoothly as possible, procedures have been put in place to ensure immediate response by the relevant services. In addition, the Company has issued instructions to minimise the risk of infection to employees. For the time being, the Company has not recorded any significant decline in sales, any disruption in the supply chains of raw materials, materials and services, or increased sick absence rates among staff that would preclude it from maintaining the continuity of production.
Particular importance is attached by the Company to the identification of risks related to the epidemic threat so it can take preventive measures sufficiently in advance. Accordingly, it has identified potential risk areas related to the COVID-19 pandemic that can materially affect its future financial performance.
These risks include:
Possible risks of sales disruptions within the respective business segments are as follows:
Agro segment
As at the date of this report, there were no signs of a decline in demand on the fertilizer market. Negative implications of the virus crisis could potentially affect export sales. However, any decline in sales to foreign customers could be offset by falling imports resulting in an increased volume of domestic sales. The share of exports in the Group’s total fertilizer sales is about 20%.
Chemicals segment:
Caprolactam - some orders from different application industries have already been curtailed. The most substantial reductions are expected in the automotive industry. Temporary plant shutdowns announced by leading automakers will hit order volumes throughout the supply chain.
Melamine - the Company has been notified by some of its customers of temporary production cutbacks. Although their scale is not expected to affect the sales volume in Q1 2020, the Company is aware of the risk of eroded demand in the following months.
Noxy - the slowdown in transport activity is reflected in lower purchases of fuel and fuel additives reducing exhaust emissions (such as NOXy®). The NOXy® distributors are beginning to report problems with the fulfilment of contracts, especially in the case of export directions.
The above assessment has been based on the Company’s best knowledge as at the date of this current report. However, the actual magnitude of future effects of the COVID-19 outbreak and its impact on the Company’s business remains currently unknown and cannot be estimated, as it depends on fast-changing factors that are beyond the Company’s control.
Therefore, it is not yet possible to reliably determine the impact of the COVID-19 pandemic on the Company’s operations, business metrics, prospects and financial condition, including the delivery of investment projects by the Company or other entities of its Group. In the near term, however, it cannot be ruled out that the risk of a significant adverse impact of COVID19 on the Company’s and its Group’s business may escalate.
Any new circumstances that may meaningfully change the Company’s current economic standing or significantly affect its current or future financial performance will be communicated in further current reports.
Legal basis: Article 17(1) of MAR (Regulation No 596/2014 of the European Parliament and of the Council (EU) of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that at its meeting held on March 3rd 2020 the Company's Supervisory Board resolved to remove the following persons from the Management Board:
The Supervisory Board also resolved to appoint Ms Anna Zarzycka-Rzepecka, Vice President of the Management Board, to act as President of the Management Board until a new President is appointed following a recruitment procedure.
The Management Board further announces that Anna Zarzycka-Rzepecka has submitted a representation to the effect that she is not engaged in any activities competing with the Company’s business and that she is not a shareholder or partner in any competing company or partnership, or a member of the governing bodies of any other competing legal persons. The representation also contains a statement that Anna Zarzycka-Rzepecka is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of Anna Zarzycka-Rzepecka’s educational background, qualifications, previously held positions and employment record is attached to this current report. The Supervisory Board’s resolutions concerning changes in the composition of the Company’s Management Board became effective as of their dates.
Legal basis: Par. 5.4 and Par. 5.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on February 17th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on February 17th 2020, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.
Materials regarding the resolutions of the Extraordinary General Meeting have been published on the on the Company’s website at https://www.pulawy.com/general meeting.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, draft resolutions to be discussed and voted on at the
Extraordinary General Meeting of the Company convened for February 17th 2020.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent
of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) hereby convenes an Extraordinary General Meeting of the Company (the “General
Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on February 17th 2020, in accordance with the notice attached as an appendix to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent
of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − Current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe ʺPuławyʺ S.A. (the ʺCompanyʺ) will announce its 2019 full year results and 2020 interim results as per the following schedule:
1. First and third quarter interim results:
- Q1 2020 complete consolidated report – May 21st 2020
- Q3 2020 complete consolidated report – November 19th 2020
2. Half-year interim results:
- H1 2020 complete consolidated report – September 10th 2020
3. Full-year results:
- 2019 separate full year report – April 1st 2020
- 2019 consolidated full year report – April 1st 2020
Furthermore, the Company's Management Board announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (non-consolidated)
quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not publish separate or consolidated quarterly results for Q4 2019 and Q2 2020, as permitted under Par. 79.2 of the Regulation. Also, the Company will not publish a separate (non-consolidated) half year report, as permitted
under Par. 62.3 of the Regulation.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent
of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) announces that on December 17th 2019 it was notified that on December 16th 2019 the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, 6th Commercial Division of the National Court Register, registered the amendments to the Company’s Articles of Association approved by Resolution No. 4 of the Extraordinary General Meeting of November 29th 2019.
The Company’s Management Board also announces that on December 9th 2019 the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association, reflecting the amendments approved by Resolution No. 4 of the Extraordinary General Meeting of November 29th 2019.
The detailed amendments to the Articles of Association and the consolidated text of the Articles of Association are attached to this report.
Legal basis: Par. 5.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at
the Extraordinary General Meeting (the “EGM”) held on November 29th 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
- Number of shares represented at the EGM: 18,345,735
- Number of votes held at the EGM: 18,345,735
- Percentage share in voting rights represented at the EGM: 99.98%
- Percentage share in total voting rights: 95.98%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on November 29th 2019, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.
Materials regarding the resolutions of the Extraordinary General Meeting have been published on the on the Company’s website at https://www.pulawy.com/general meeting.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(the “Company”) announces that on November 20th 2019 an annex (the “Annex”) was signed to the Long-Term Agreement for Sale of Thermal Coal executed by the Company and Lubelski Węgiel Bogdanka S.A. of Bogdanka on January 8th 2009 (the “Agreement”).
The Agreement provides for sale of thermal coal to the Company.
Under the Annex:
Following the execution of the Annex, the total value of the Agreement from its execution to December 31st 2025 is estimated at PLN 1,855m (VAT exclusive), without accounting for any increases, deviations and tolerance (i.e. by about 20.92% more than disclosed in Current Report No. 37/2018 of November 19th 2018). Of that amount, approximately PLN 844m (VAT exclusive) is attributable to 2020−2025. The other terms of the Agreement do not differ from standard terms used in agreements of such type.
Lubelski Węgiel Bogdanka S.A. is the main supplier of coal to the Company’s CHP plant, providing coal with parameters required by the Company.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) publishes, attached hereto, draft resolutions to be discussed and voted on at the
Extraordinary General Meeting of the Company convened for November 29th 2019.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: Pursuant to Art. 399.1, Art. 400.1, Art. 402[1] and Art. 402[2] of the CommercialCompanies Code, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the“Company”) hereby convenes an Extraordinary General Meeting of the Company (the“General Meeting”) to be held at the Company's registered office at Aleja Tysiąclecia Państwa Polskiego 13, at 11.00 a.m. on November 29th 2019, in accordance with the notice attached as an appendix to this Current Report.
The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at October 31st 2019, the number of votes attached to these shares is 19,115,000.
The General Meeting is convened at the request of a shareholder representing at least onetwentieth of the Company's share capital, that is Grupa Azoty S.A. of Tarnów, dated October 30th 2019 (submitted under Art. 400.1 of the Commercial Companies Code), who also requested that the following items be placed on the agenda of the General Meeting:
Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the “GDPR”), Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in connection with the convening of the General Meeting the Company will process personal data of the Company's shareholders, proxies entitled to vote, and other persons entitled to exercise voting rights at the General Meeting (jointly referred to as the “Shareholders” or “You”). In connection with the foregoing, the Company represents that:
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) publishes the estimates of key consolidated financial results of the Company for Q3 2019 and cumulatively for three quarters 2019.
Selected estimated consolidated financial results for Q3 2019:
Revenue: PLN 776,9m
EBITDA: PLN 107,1m
Net profit: PLN 36,8m
Selected estimated consolidated financial results cumulatively for three quarters 2019:
Revenue: PLN 2 727,1m
EBITDA: PLN 537,9m
Net profit: PLN 284,7m
The Company’s Management Board resolved to publish the estimated consolidated results following publication of selected estimated consolidated financial results for the third quarter
of 2019 and cumulatively for three quarters 2019 by parent company in the Azoty Group - Grupa Azoty S.A.
The amounts presented above are estimates and may be subject to change. The consolidated report for the third quarter of 2019 will be published on November 13th 2019, about which the Company announced in current report No. 2/2019 of 16 January 2019.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing
Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on September 25th 2019 the Company and the consortium comprising Polimex-Mostostal S.A. of Warsaw, Polimex Energetyka Sp. z o.o. of Warsaw and SBB ENERGY S.A. of Opole (the “Consortium” or the “Contractor”) signed a contract (the “Contract”) for turnkey construction of a coal-fired power generation unit(the “Project”). The Company announced the final selection (in a tender procedure) of the Consortium as the general contractor for the Project in Current Report No. 25/2019 of July 23rd 2019.
The Contract provides for turnkey construction in Puławy of a new coal-fired power generation unit with a gross generation capacity of 90–100 MWe (the “Power Generation Unit”).The Power Generation Unit will be a pass-out and condensing unit with a pulverized coal-fired boiler.
The Contractor will construct a complete coal-fired generation unit, comprising all the plant and equipment necessary for combined heat and power generation.
A lump-sum remuneration of PLN 1,159,900,000 (VAT exclusive) (the “Remuneration”) is due to the Consortium under the Contract. The budget of the Project totals PLN 1,200,000,000 (VAT exclusive). The other costs of the Project covered by its budget (i.e. in addition to the Remuneration) include integration of the Power Generation Unit with the existing plant, as well as the costs of the Contract Engineer.
As the Project is to be executed on a turnkey basis, the Contract covers all types of work, including construction works, procurement and services necessary for the Power Generation Unit to achieve the required running characteristics, guaranteed technical parameters, operating capability and safety.
The basic period of the Contractor’s warranty is 24 months from the date of execution by the Company of a commissioning report for the Power Generation Unit.
An extended warranty period for facilities/construction work, anti-corrosion protection and thermal/acoustic insulation of the facilities is 60 months.
As security for potential claims, the Contractor will provide the Company with a performance bond in the form of a bank guarantee or security deposit for an amount equal to 10% of the Remuneration. In the circumstances provided for in the Contract, if the Contractor fails to perform its obligations to provide the security required under the Contract, the Company will have the right to retain part of the Remuneration due to the Contractor. The Contract provides for an option to reduce the security amount after the Contractor completes the Contract and the basic warranty period expires.
The Contract provides for contractual penalties payable to the Company if, among others :
(i) the Contractor delays the execution of the Project milestones − up to 15% of the Remuneration,
(ii) the guaranteed parameters are not met − up to 30% of the Remuneration, and
(iii) the Company terminates the Contract for reasons attributable to the Contractor – 20% of the Remuneration.
The aggregate amount of contractual penalties (whatever the reason) payable by the Contractor is limited to 30% of the Remuneration.
Each party’s liability for damages arising out of or in connection with the performance of the Contract is limited to 100% of VAT-inclusive Remuneration, with the proviso that the limit on the Contractor’s liability does not apply, among others, to liability for lost benefits and loss of production, income or profit which the Company might suffer and which result from the Contractor’s wilful misconduct.
The Contractor will commence the performance of the Contract on the date specified by the Company in the notice to proceed (the “Notice to Proceed”).
The Company has the right to issue the Notice to Proceed to the Contractor within three months of the Contract date.
The commissioning of the Power Generation Unit under the commissioning report signed by both parties should take place within thirty six months from the date specified by the Company in the Notice to Proceed.
The parties have the right to terminate or suspend the performance of the Contract in accordance with the terms and conditions set out therein. In particular, the Company will have the right to terminate the Contract if:
(i) due to reasons attributable to the Contractor or its personnel, it is not possible to commission the Power Generation Unit and the commissioning is delayed by more than 150 calendar days;
(ii) a force majeure event continues for more than 90 calendar days.
In such cases, the Company may exercise its right to terminate the Contract by the end of the basic warranty period.
Until the expiry of 60 months from the date of delivery to the Contractor of the Notice to Proceed, if there is a material change in circumstances due to which the performance of the Contract is no longer in the Company’s interest (which could not be predicted at the time of Contract execution), the Company may terminate the Contract within 30 days of the date of becoming aware of such change in circumstances. In such a case, the Contractor may demand remuneration for the work completed and accepted by the Company, on the terms specified in the Contract.
Until the expiry of 41 months from the issue date for the Notice to Proceed, the Company may withdraw from the Contract and put the Power Generation Unit at the Contractor’s disposal if the technical parameters specified in the Contract are not met.
Not later than by the end of the basic warranty period, the Contractor has the right to terminate the Contract or any part thereof by notice to the Company if:
(i) the Company fails to issue and deliver the Notice to Proceed to the Contractor within nine (9) months from the Contract date;
(ii) the performance of the Contract has been suspended for an uninterrupted period of 120 days, unless the suspension was caused by a force majeure event;
(iii) a force majeure event has continued for an uninterrupted period of more than 180 days;
(iv) the Company fails to provide a payment bond in accordance with the terms of the Contract.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces the anticipated effect of a one-off non-cash event on the H1 2019
separate financial statements of its subsidiary Zakłady Azotowe Chorzów S.A. (the “Subsidiary”) and on the H1 2019 financial statements of Grupa Azoty Zakłady Azotowe Puławy S.A.
In accordance with IAS 36, the Subsidiary’s Management Board analysed indications of impairment of assets allocated to the cash generating unit (CGU) “Other Activities”, following which the Company made a formal estimate of their recoverable amount by determining their value in use.
The financial forecasts adopted by the Subsidiary’s Management Board for the period covered by the impairment test regarding the “Other Activities” CGU were prepared based on the assumption of a moderate, conservative increase in the Subsidiary’s revenue in the following years. Following revision, the forecasts showed a lower than assumed as at December 31st
2018 potential for the Subsidiary to generate revenue from sales of NPK fertilizer blends in the coming years and a lower expected margin on sales of the Subsidiary’s main fertilizer
products, i.e. potassium nitrate and calcium nitrate.
On August 27th 2019, the Subsidiary’s Management Board adopted a resolution to recognise a PLN 7.8m impairment loss on the assets allocated to the “Other Activities” CGU. The
Subsidiary’s “Other Activities” consist primarily in the production of fertilizers and do not include the Organic Products Department.
The above impairment loss reduced the net result disclosed in the separate financial statements of Zakłady Azotowe Chorzów S.A. as at June 30th 2019 by PLN 7.8m.
The effect of the impairment recognition on the consolidated EBIT and consolidated net result of the Grupa Azoty Puławy Group for H1 2019 is PLN -25.2m.
A deferred tax asset is recognised in connection with the impairment loss. At the same time, for the entire amount the Company recognises an impairment loss on “Deferred tax assets”.
Following the recognition by the Company of an impairment loss on the shares in the Subsidiary, the Company’s separate net result for H1 2019 will be reduced by PLN 43m.
As the Company’s financial statements are still being reviewed by the auditor, the above amounts are not final and may be subject to change. The Company’s half-year report will be
issued on September 5th 2019.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the“Company”) announces that on August 23rd 2019 the Company executed a contract for sale of the PULREA urea (the “Contract”) with Kronospan Mielec Sp. z o.o., Kronospan KO Sp. z o.o., Diakol Strazske S.R.O. of Slovakia and Dukol Ostrava S.R.O. of the Czech Republic (the “Buyers”), effective from July 1st 2019 to June 30th 2023.
Pursuant to the Contract, the Company has the obligation to deliver the product (PULREA urea) and the Buyers are to collect and pay for the deliveries. The Contract specifies the
minimum amount of the product to be delivered to the Buyers thereunder. Prices will be negotiated on a monthly basis. The estimated VAT-exclusive value of the Contract is PLN 300m. The other terms and conditions of the Contract do not differ from standard terms and conditions commonly used in contracts of this type. Information about signing the Contract was considered inside information by the Company, because the Contract has been signed as part of continuing cooperation with the Buyers, who are the Company’s long-term trading partners and key buyers of Pulrea.
Legal basis:Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: Further to Current Report No. 21/2019 of July 16th 2019 The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on August 1st 2019 the Company’s Supervisory Board adopted the new consolidated text of the Company’s Articles of Association. This text includes the change adopted by Resolution No. 29 of the Ordinary General Meeting of the Company of June 24, 2019.
The Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy has been amended by adding item (c) in Art. 30.2.2, reading as follows:
"(c) contracts for the purchase of electricity and related property rights, contracts for the
purchase of CO2 emission allowances"
The consolidated text of the Company’s Articles of Association, adopted by the Company’s Supervisory Board on August 1st 2018, is attached to this report.
Legal basis: Par. 5.1 in conjunction with Par. 6.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a nonmember state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Contents: Further to Current Report No. 6/2019 of April 16th 2019 and Current Report No. 23/2019 of July 23rd 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy
S.A. (the “Company”) announces that on July 23rd 2019 it passed a resolution to select, as the best bid, the bid submitted in the tender procedure to select the general contractor for the
“Construction of a coal-fired power generation unit” project by a consortium comprising Polimex-Mostostal S.A. of Warsaw, Polimex Energetyka Sp. z o.o. of Warsaw, and SBB ENERGY S.A. of Opole (the “Consortium”), for a VAT-exclusive price of up to PLN 1,160,000,000.
The project is scheduled to be launched in September 2019, based on an agreement with the Consortium, which will be announced by the Company in a separate report.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No.
L 173/1, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding 5% or more of total voting rights at the General Meeting
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (the “EGM”) held on July 23rd 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
- Number of shares represented at the EGM: 18,345,735
- Number of votes held at the EGM: 18,345,735
- Percentage share in voting rights represented at the EGM: 99.97%
- Percentage share in total voting rights: 95.98%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on July 23rd 2019, together with the results of voting on the resolutions.
Materials regarding the resolutions of the Extraordinary General Meeting have been published on the on the Company’s website at https://www.pulawy.com/general meeting.
During the Extraordinary General Meeting, the shareholders raised no objections to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Contents: With reference to Current Report No. 20/2019 of June 26th 2019 announcing the approval of the budget for the project “Construction of a coal-fired power generation unit in Puławy” and the convening of an Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A., together with draft resolutions, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) has decided – in order to provide a fuller justification of the draft resolution proposed to the Extraordinary General Meeting (as part of item 5 of the agenda of the Extraordinary General Meeting of the Company
convened for July 23rd 2019) on granting consent to the acquisition of non-current assets in order to implement investment project “Construction of a coal-fired power generation unit”(published together with Current Report No. 20/2019 of June 26th 2019), as well as in order to ensure that the resolution is adopted on an informed basis – to provide the shareholders with supplementary information justifying the implementation of investment project “Construction of a coal-fired power generation unit”.
The supplementary information is attached to this report as an appendix.
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: Further to Current Report No. 18/2019 of June 24th 2019, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it was notified
that on July 11th 2019 the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, 6th Commercial Division of the National Court Register, registered the amendments to the
Company’s Articles of Association approved by Resolution No. 29 of the Annual General Meeting of June 24th 2019.
The Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy has been amended by adding item (c) in Art. 30.2.2, reading as follows: "(c) contracts for the purchase
of electricity and related property rights, contracts for the purchase of CO2 emission allowances"
The Management Board publishes the consolidated text of the Articles of Association prepared by the Company is also attached hereto.
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: Further to Current Report No. 6/2019 of April 16th 2019, the Management Board of
Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on June 26th
2019 the Company’s Supervisory Board approved the budget for the investment project to
construct a coal-fired power generating unit (the “Project”), with a total value of up to PLN
1,200,000,000 (VAT exclusive).
In view of the above, for the purposes of the Project implementation, the Company’s
Management Board hereby convenes an Extraordinary General Meeting of the Company (the
“General Meeting”) to be held at the Company’s registered office at Aleja Tysiąclecia Państwa
Polskiego 13 in Puławy, at 11.00 am on July 23rd 2019. The agenda of the General Meeting
will include a vote on a resolution to approve the acquisition of non-current assets with a total
value of up to PLN 1,200,000,000 (VAT exclusive) as part of the Project. The notice of the
General Meeting is attached as an appendix to this report.
The Company’s Management Board publishes, attached hereto, draft resolutions and
documents to be discussed and voted on at the General Meeting convened for July 23rd 2019.
The General Meeting is being convened on the initiative of the Company's Management Board.
The total number of shares in Grupa Azoty Zakłady Azotowe Puławy S.A. is 19.115,000. As at
June 26rd 2019, the number of votes attached to these shares is 19,115,000.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH
THE CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA
AZOTY ZAKŁADY AZOTOWE PUŁAWY S.A.
Pursuant to Regulation (EC) 2016/679 of the European Parliament and of the Council (the
“GDPR”), Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that in
connection with the convening of the General Meeting the Company will process personal data
of the Company's shareholders, proxies entitled to vote, other persons entitled to exercise voting
rights at the General Meeting (jointly referred to as the “Shareholders” or “You”), and personal
data disclosed during the General Meeting. In connection with the foregoing, the Company
represents that:
a) the data controller of the collected data is Grupa Azoty Zakłady Azotowe Puławy S.A. of
Puławy; You can communicate with the Company by email at ##qxjgd#at#ejapln.rdb##, or by post
at: Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland;
b) in the case of any matters related to personal data protection at the Company, You can
communicate with the Company’s Data Protection Officer at email address:
##xds.ejapln#at#vgjeppodin.rdb##, or postal address: Al. Tysiąclecia Państwa Polskiego 13, 24-110
Puławy, Poland;
c) the data will be processed to enable the Company to comply with the requirements of the
Commercial Companies Code applicable to it as a public company in connection with the
convening of a General Meeting, to enable the Shareholders to exercise their rights with respect
to the Company, and establish relevant facts for the purpose of enforcement of the Company's
claims, if any, or defence against claims;
d) the Company will process (i) personal data identifying the Shareholders, such as first name,
surname, address of residence or address for notices, and personal identification number
(PESEL), (ii) data contained in powers of attorney, (iii) information on shares and rights
attached to shares, such as the number, type and serial numbers of shares held, and (iv) where
a Shareholder communicates with the Company by electronic mail – email address;
e) Shareholders' personal data may be collected by the Company from entities operating the
depository for securities, as well as from other Shareholders (data included in powers of proxy);
f) the legal basis for the processing of Your personal data by the Company is:
• Article 6.1 (c) of the GDRP – the requirement, provided for in the Commercial Companies
Code, to prepare and keep shareholder lists and lists of attendance at General Meetings, to
enable Shareholders to vote by proxy and exercise their rights with respect to the Company
(e.g. right to propose matters to be included in the agenda);
• Article 6.1 (f) of the GDRP – justified interests of the Company such as (i) enabling the
Company to communicate with Shareholders and verify their identity, and (ii) enabling the
Company to enforce claims, if any, or defend itself against claims;
g) recipients of the collected personal data are the entities that host the IT tools used to
communicate with the Shareholders, and entities providing document archiving services, as
well as other Shareholders (with respect to providing the list of shareholders in accordance with
Art. 407 of the Commercial Companies Code);
h) personal data included in the lists of shareholders, lists of attendance and powers of proxy is
stored for the duration of the Company, and afterwards may be transferred to an entity
designated to store documents in accordance with the Commercial Companies Code; personal
data related to email communication is stored for a period allowing the Company to demonstrate
its compliance with the applicable requirements under the Commercial Companies Code and
until any potential claims of or against the Company become time barred;
i) where data is provided directly to the Company, the provision of such data is required under
the Polish Commercial Companies Code and to enable the verification of a Shareholder's
identity, and failure to provide such data results in non-admission to the General Meeting;
provision of an email address is voluntary but necessary to enable electronic communication
between the Company and the Shareholder, and failure to provide such address will make it
impossible to use this form of communication;
j) You have the right to request access to your personal data, the right to request its rectification,
transfer, removal or restriction of its processing, and the right to object to its processing; please
note that these rights are not absolute in nature, and the regulations provide for exceptions from
their application;
k) You may file a complaint with the President of the Personal Data Protection Office in the
case of any irregularities in the processing of Your personal data.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of
the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing
Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives
2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as
amended).
Par. 19.1.1 and Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic
information to be published by issuers of securities and conditions for recognition as equivalent
of information whose disclosure is required under the laws of a non-member state, dated March
29th 2018 (Dz.U. of 2018, item 757).
Shareholder: Grupa Azoty S.A.
- Number of shares represented at the AGM: 18,345,735
- Number of votes held at the AGM: 18,345,735
- Percentage share in voting rights represented at the AGM: 99.97%
- Percentage share in total voting rights: 95.98%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 24th 2019, together with the results of voting on the resolutions.
The documents being the subject of Resolutions No. 4 to No. 29 voted on at the Annual General Meeting were published by the Company along were also made available on the Company’s website at https://www.pulawy.com/201- general-meeting. During the Annual General Meeting, the shareholders raised no objections to be recorded in the minutes.
Legal basis: Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Appendices:
Resolutions passed by the Annual General Meeting on June 24th 2019
1. The amount to be paid as dividend is PLN 33,642,400.00.
2. Dividend per share is PLN 1.76.
3. The dividend will be paid in respect of all Company shares (19,115,000 shares).
4. The dividend record date is July 2nd 2019.
5. The dividend payment date is July 18th 2019. Legal basis: Par. 19.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act − current and periodic information
Contents: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) publishes, attached to this report, draft resolutions to be discussed and voted on at the Annual General Meeting convened for June 24th 2019.
Furthermore, the Management Board publishes, attached hereto, documents to be discussed at the Annual General Meeting, not published earlier.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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:
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).
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).
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).
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).
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).
nullLegal 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:
nullLegal 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
null
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).
null
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
null
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).
nullLegal 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).
nullLegal 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).
nullLegal 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:
nullLegal 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:
nullLegal 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:
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.
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).
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:
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
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).
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).
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).
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).
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).
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).
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).
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).
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
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).
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).
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).
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).
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:
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).
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).
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).
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).
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).
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)
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).
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).
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).
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)
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).
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).
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).
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).
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
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.
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).
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
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
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).
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)
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:
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
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:
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).
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).
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).
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)
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
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).
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.
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
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
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).
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)
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)
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).
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).
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
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
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)
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).
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)
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).
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).
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).
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
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).
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).
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).
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).
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).
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.
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).
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)
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:
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).
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).
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).
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).
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).
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).
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).
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).
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).
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.)
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).
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).
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).
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:
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).
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)
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).
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:
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
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).
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).
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)
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).
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).
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 providers’ liability under the surety agreement is several and not joint.
The surety agreement expires on the expiry of the security term, which ends upon repayment of debt under the multi-purpose credit facility agreement, in force until September 30th 2016.
All the sureties described above were provided on arm’s length basis for valuable compensation. No other financial terms were defined for the surety.
The total amount of the sureties provided by Grupa Azoty PUŁAWY exceeds 10% of its equity.
Legal basis: Par. 5.1.7 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text: Further to current report No. 25/2015 of Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Azotowe PUŁAWY S.A., the ‘Parent’), dated April 23rd 2015, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (‘Grupa Azoty PUŁAWY’) announces that on April 23rd 2015 Grupa Azoty PUŁAWY together with its Parent and other key companies of the Parent’s Group: Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A., executed a PLN 237,000,000 multi-purpose credit facility agreement (the ‘MPCF Agreement’) with Powszechna Kasa Oszczędności Bank Polski S.A. (the ‘Bank’).
Under the MPCF Agreement, amendments were made to the existing multi-purpose credit facility agreements whereby the multi-purpose credit facility agreements of the Parent, Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty PUŁAWY and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. were technically consolidated into a single agreement under which the Bank continues to act as the lender, and Grupa Azoty Puławy, the Parent, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. act as the borrowers.
Under the MPCF Agreement, the Bank granted each borrower a working capital revolving facility in an unchanged amount to finance the payment of obligations related to their business activities and payments under opened letters of credit and bank guarantees issued by the Bank.
The facility was granted by the Bank for a period from the agreement date until September 30th 2016 (no change relative to the multi-purpose credit facility agreements that were consolidated) and is available to the individual borrowers in the form of sub-limits defined by the Parent (the ‘sub-limits’). For the MPCF Agreement date, 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 all the borrowers may not exceed the total facility amount.
The Bank’s claims under the MPCF Agreement are secured with sureties provided by each of the Parent’s key subsidiaries (Grupa Azoty PUŁAWY, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A.) in respect of the Parent’s liabilities arising under the MPCF Agreement and covered by the surety agreement. The total amount of the sureties will not exceed 120% of the total facility amount (at any time during the facility term, regardless of whether any new parties accede to the surety agreement). Grupa Azoty PUŁAWY will be responsible for one-third of the total surety amount referred to above.
Furthermore, upon provision of the surety, the existing security over Grupa Azoty PUŁAWY’s assets will be released.
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 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 equals the reference rate plus the Bank’s margin.
The other terms of the MPCF Agreement do not differ from standard terms used in agreements of such type.
Furthermore, on April 23rd 2015, Grupa Azoty PUŁAWY together with its Parent and certain other companies of the Parent’s Group (as borrowers) and the Bank executed an annex to the overdraft facility agreement of October 1st 2010 (the ‘Overdraft Agreement’), to which Grupa Azoty Puławy and its subsidiary REMZAP Sp. z o.o. acceded on August 19th 2013, upon joining the Parent’s Group. The overdraft facility limit made available by the Bank to the borrowers is PLN 302,000,000.
The Overdraft Agreement is connected with a notional cash pooling structure which enables additional optimisation of interest income and expense based on current account credit and debit balances occurring simultaneously in connection with financing of the Parent’s Group companies.
The facility was granted by the Bank for a period from the agreement date until September 30th 2016 (no change relative to the original facility term) and is available to the individual borrowers in the form of sub-limits defined by the Parent (the ‘sub-limits). For the annex date, the sub-limit available to Grupa Azoty PUŁAWY was set at PLN 10,000,000, and to its subsidiary REMZAP Sp z o.o. − at PLN 2,000,000. 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 may not exceed the total facility amount.
Under the annex to the Overdraft Agreement, the following companies of the Grupa Azoty PUŁAWY Group were included as borrowers: PROZAP Sp. z o.o., Gdańskie Zakłady Nawozów Fosforowych FOSFORY Sp. z o.o., AGROCHEM PUŁAWY Sp. z o.o. , AGROCHEM Sp. z o.o., Zakłady Azotowe CHORZÓW S.A. and Unibaltic Agro Sp. z o.o.
The Bank’s claims under the Overdraft Agreement are secured with sureties provided by each of the Parent’s key subsidiaries (Grupa Azoty PUŁAWY, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A.) in respect of the Parent’s liabilities arising under the Overdraft Agreement and covered by the surety agreement. The total amount of the sureties will not exceed 120% of the total facility amount (at any time during the facility term, regardless of whether any new parties accede to the surety agreement). Grupa Azoty PUŁAWY will be responsible for one-third of the total surety amount referred to above.
Furthermore, upon provision of the surety, the existing security over Grupa Azoty PUŁAWY’s assets will be released.
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 equals the reference rate plus the Bank’s margin.
The other terms of the Overdraft Agreement do not differ from standard terms used in agreements of such type.
Legal basis: Art. 56.1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2013, item 1382).
Text: 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 Ordinary General Meeting convened for May 19th 2014.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text, Dz. U. of 2014, item 133).
Text: Further to current reports No. 10/2015 of April 7th 2015 and No. 11/2015 of April 13th 2015, 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 19th 2015, the following dates relating to payment of dividend for the financial year 2013/2014:
- June 3rd 2015 as the dividend record date, for determining which shareholders are entitled to receive dividend for the financial year July 1st 2013−December 31st 2014,
- June 18th 2015 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.
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: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the ‘Company’) announces that on April 13th 2015 the Company’s Supervisory Board, acting pursuant to Art. 33.1.10 of the Company’s Articles of Association and in accordance with the applicable laws and professional standards, appointed a qualified auditor to review and audit the Company’s financial statements. Specifically, the auditor’s services will comprise:
- review of the half-year and audit of the full-year separate financial statements of the Company for the financial years 2015 and 2016,
- review of the half-year and audit of the full-year consolidated financial statements of the Company’s Group for the financial years 2015 and 2016,
- review of the consolidation packages prepared for the full-year and half-year consolidated financial statements of the Company’s Group for the financial years 2015 and 2016.
The auditor appointed to perform the review and audit work is KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k., with its registered office at ul. Chłodna 51, Warsaw, Poland. KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. is entered in the list of qualified auditors of financial statements under entry No. 3546.
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. reviewed and audited the separate and consolidated financial statements and reviewed the consolidation packages of the Company and its Group for the financial year 2013/2014.
The agreement with KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. of Warsaw is to be made for a period enabling performance of the reviews and audits of the Company’s and the Group’s financial statements, as specified above.
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).
Text: Further to current report No. 10/2015 of April 7th 2015, the Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the ‘Company’) announces that on April 13th 2015 the Company’s Supervisory Board issued a positive opinion on the Management Board’s proposal to the Annual General Meeting to distribute the 2013/2014 net profit of PLN 263,565,554.83, and the undistributed profit brought forward of PLN 17,392,000.00, by allocating:
• PLN 134,378,450.00 for payment of dividend to shareholders (PLN 7.03 per share),
• PLN 141,579,104.83 for contribution to statutory reserve funds,
• PLN 5,000,000.00 for contribution to the Company Social Benefits Fund.
A final decision on profit distribution will be made by the Annual General Meeting.
Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text: The Management Board of Grupa Azoty Zakłady Azotowe „Puławy” S.A. (the "Company") reports that on April 7th 2015 it passed a resolution to recommend to the Annual General Meeting payment of dividend of PLN 134,378,450.00 from net profit for the financial year 2013/2014 and undistributed profit brought forward . Pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board is now to submit the recommendation for assessment by the Supervisory Board. The final decision on the profit distribution will be made by the Annual General Meeting. Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (“Company”) reports that on February 9th 2015 the Company executed a PULREA (urea) sales agreement (“Agreement”) with Kronopol Sp. z o.o. of Żary (“Buyer”), effective from January 1st 2015 to December 31st 2019. The term of the Agreement will be automatically extended for two calendar years unless it is terminated by either party prior to its expiry date on six months' notice with effect from December 31st 2019. Pursuant to the Agreement, the Company agreed to deliver PULREA, and the Buyer agreed to collect and pay for the deliveries. The estimated value of the Agreement is PLN 471m. The selling prices will be determined by the parties on a monthly basis, taking into account current conditions and price trends on the European urea market. The other terms of the agreement do not differ from standard terms used in agreements of this type. Given that the total value of the Agreement exceeds 10% of the Company’s equity (as at September 30th 2014 the Company’s equity stood at PLN 2,603,753,000), the Agreement meets the criteria of a significant agreement. Previously, the parties' cooperation with respect to urea sales was governed by a long-term sales agreement, which was announced by the Company in Current Report No. 2/2010 of January 29th 2010 and which expired on December 31st 2014. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (“Company”) reports that on February 9th 2015 the Company executed a melamine sales agreement (“Agreement”) with Kronopol Sp. z o.o. of Żary (“Buyer”), effective from January 1st 2015 to December 31st 2019. The term of the Agreement will be automatically extended for two calendar years unless it is terminated by either party prior to its expiry date on six months' notice with effect from December 31st 2019. Pursuant to the Agreement, the Company agreed to deliver melamine, and the Buyer agreed to collect and pay for the deliveries. The estimated value of the Agreement is PLN 297m. The selling prices will be negotiated on a quarterly basis, taking into account current conditions and price trends on the European melamine market. The other terms of the Agreement do not differ from standard terms used in agreements of this type. The total value of the agreements (including the above Agreement) executed by the Company with the Buyer over the last twelve months is estimated at PLN 301m, with the Agreement being the highest value agreement. Given that the value of the Agreement and the total value of agreements executed by the Company with the Buyer over the last twelve months exceeds 10% of the Company’s equity (as at September 30th 2014 the Company’s equity stood at PLN 2,603,753,000), the Agreement meets the criteria of a significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (“Company”) reports that on February 9th 2015 the melamine sale agreement executed with Kronopol Sp. z o.o. on December 1st 2003 was terminated by mutual consent of the parties. Information on execution of the agreement was disclosed in the Company's issue prospectus of June 27th 2005, published in connection with the issue of Series B shares. The agreement was described in item 9.18, Section V of the Prospectus, as the “Melamine sale agreement of December 1st 2003”, and was considered a significant agreement. The effective date of the termination was December 31st 2014. The reason for the termination was the necessity to agree on new business terms concerning melamine supplies. Termination of the agreement will not have a material impact on the financial position of the Company or its subsidiaries, as the parties will continue their business relationship with respect to melamine supplies under a new agreement. Legal basis: Par. 5.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Legal basis: Art. 70.3 of the Public Offering Act - list of shareholders holding 5% or more of the total vote at the General Meeting 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 February 2nd 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)
Text: The Management Board of Grupa Azoty Zakłady Azotowe Puławy (the “Company”) publishes, attached as an appendix hereto, the resolutions adopted by the Annual General Meeting, held on February 2nd 2014. Resolution adopted by the EGM 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).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. announces that Current Report No. 3/2015 of January 16th 2015 gives an incorrect reporting period for the Company's annual report. Original text:
…..
“3. Full year results:
- 2014 separate full year report – March 16th 2015
- 2014 consolidated full year report – March 16th 2015.” Corrected text:
….
“3. Full year results:
- 2013/2014 separate full year report (for the financial year beginning on July 1st 2013 and ending on
December 31st 2014) − March 16th 2015
- 2013/2014 consolidated full year report (for the financial year beginning on July 1st 2013 and ending on
December 31st 2014) – March 16th 2015” Legal basis: Par. 6.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text: The Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (“Company”) will announce its 2014 full year results and 2015 interim results as per the following schedule: 1. First and third quarter interim results:
- Q1 2015 extended consolidated report – May 13th 2015
- Q3 2015 extended consolidated report – November 12th 2015
2. Half year interim results:
- H1 2015 extended consolidated report – August 26th 2015
3. Full year results:
- 2013/2014 separate full year report – March 16th 2015
- 2013/2014 consolidated full year report – March 16th 2015 Furthermore, the Company's Management Board announces that no separate (non-consolidated) quarter results will be published by the Company, as permitted under Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133) (the “Regulation”). The consolidated quarter reports will incorporate separate (non-consolidated) quarter condensed consolidated financial statements and quarterly financial information. Further, the Company will not publish separate and consolidated quarter results for Q2 2015, as permitted under Par. 101.2 of the Regulation. As the publication date of the 2014 separate full year report and the 2014 consolidated full year report falls on March 16th 2015 (that is within 80 days from the end of the financial year), the Company will not publish quarter results for Q4 2014, as permitted under Par. 102.1 of the Regulation. Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 83.3 of the Regulation. Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2014, item 133).
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 following execution on December 31st 2014 of a transaction agreement to the framework contract for the supply of electricity concluded with PGE Obrót S.A. (a subsidiary of PGE Polska Grupa Energetyczna S.A.) on August 18th 2014, the estimated value of agreements executed by the Company and its subsidiaries with PGE Polska Grupa Energetyczna S.A. and its subsidiaries in the last 12 months totals PLN 286m, exceeding 10% of the Company’s equity (the Company’s equity as at September 30th 2014: PLN 2,603,753,000), which qualifies the agreements as significant. The highest-value agreement is the transaction agreement of December 31st 2014, which specifies the volumes and prices of electricity to be supplied from January 1st 2015 to December 31st 2015. Its value, including planned purchases of electricity for own needs and for resale, is estimated at approximately PLN 65m. Pursuant to the agreement, the contracted volumes are negotiable and may be increased or decreased by 10%. The agreement was executed under the framework contract with PGE Obrót S.A. of August 18th 2014, which provides for sale of electricity to the Company. The terms of the framework contract and the transaction agreement do not differ from standard terms used in agreements of this type. Neither the contract nor the agreement contain any condition precedent or specify any date of events giving rise to a claim (dies a quo) or provide for any contractual penalties. 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).
Legal basis: Art. 56.5 of the Public Offering Act – information update Text of the report: Further to Current Report No. 6/2014 of March 31st 2014 and Current Report No. 26/2014 of December 4th 2014, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that on December 23rd 2014 the Company and PGE Górnictwo i Energetyka Konwencjonalna S.A. (“PGE GiEK”) executed an agreement (the “Agreement”) providing for the termination of the Joint Venture Agreement of May 31st 2011 concerning the PUŁAWY Power Plant project. Pursuant to the Agreement, the Joint Venture Agreement of May 31st 2011 between the Company and PGE GiEK was terminated. Under the Agreement, the costs incurred in connection with the PUŁAWY Power Plant project are to be allocated in equal proportions between the Company and PGE GiEK. Reasons for the execution of the Agreement include:
- the lack of relevant laws ensuring long-term support for high-efficiency cogeneration and the resulting cancellation of a tender procedure to select the general contractor for the PUŁAWY Power Plant project;
- inability to agree upon the sales model for the key products of Elektrownia Puławy sp. z o.o. (“EP”), i.e. electricity and heat, as well as the financing model and structure, by the Company, PGE GiEK and EP. Concurrently with the execution of the Agreement, on December 23rd 2014, the Company acquired from PGE GiEK 11,074 shares in EP for a total consideration of PLN 16,395,535.91. Following the acquisition, the Company holds a 100% equity interest in EP, representing 100% of the total voting rights at the company's general meeting. Legal basis: Art. 56.5 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2013, item 1382).
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 December 17th 2014 an annex (Gas fuel volumes contracted in individual months of the contract year and contracted capacity) (the “Annex”) was signed to the high-methane gas purchase 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. The Annex specifies the capacity and volumes of gas fuel contracted for 2015. The volumes and contracted capacity are agreed by the parties separately for each calendar year. The value of the agreement in 2015 is estimated at PLN 894m (VAT exclusive), which is more than 10% of the Company’s equity, qualifying it as a significant agreement. Contractual penalties are as provided for in the annex of March 3rd 2011 (see Current Report No. 6/2011). The value of the Company’s agreement with PGNiG S.A. for 2015 is lower than the previous year's level (Current Report No. 62/2013 of December 31st 2013), due to the Company’s efforts to diversify its gas supplies. The estimated aggregate value of the agreements (including the Annex) executed between the Company and its subsidiaries with PGNiG S.A. and its subsidiaries in the period from December 31st 2013 to December 17th 2014 is PLN 946m (VAT exclusive) (this amount does not include the value of the agreement with PGNiG S.A. announced by the Company in Current Report No. 62/2013 of December 31st 2013). The Annex is the highest value agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
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 December 17th 2014 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, and Current Report No. 35/2013 of June 10th 2013). The Agreement provides for the sale and supply of coal to the Company. The Annex specifies the terms and conditions of thermal coal supplies (volume and price) in 2015. Following execution of the Annex, the total value of the Agreement (from its execution date until its expiry on December 31st 2017) is estimated at PLN 910m (VAT exclusive) (excluding possible increases, deviations and differences within permitted tolerance), which is 13.5% less than the value reported in Current Report No. 35/2013 of June 10th 2013.
The value of the Agreement still exceeds 10% of the Company’s equity, qualifying it as a significant agreement. The lower value of the Agreement is due to the fact that the prices paid in 2014 and
the current price estimates for 2015−2017, as well as the coal volumes ordered for 2015−2017, are lower than assumed at the time of estimating the value of the Agreement disclosed in Current Report No. 35/2013 of June 10th 2013. The other terms and conditions of the Agreement remain unchanged and are in line with market standards applicable to this type of agreements. 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).
Legal basis: Art. 56.5 of the Public Offering Act – information update Text of the report: Further to Current Report No. 6/2014 of March 31st 2014 concerning execution of the Puławy Power Plant project, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) announces that it was notified that on December 4th 2014 Elektrownia Puławy Sp. z o.o. decided to cancel, pursuant to Art. 93.1.6 of the Public Procurement Law of January 29th 2004, a negotiated procedure with publication to select the general contractor for the project. The tender procedure was cancelled because of the lack of relevant laws providing for long-term support for high-efficiency cogeneration. The Puławy Power Plant project was to involve construction of an 800–900 MWe CCGT unit without a back-up boiler house, and was based on the assumption that the Puławy Power Plant would interoperate with the Company’s CHP plant.
The Company is examining possibilities of continuing the power generation project under a different scenario. Legal basis: Art. 56.5 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2013, item 1382).
Legal basis: Art. 56.5 of the Public Offering Act – information update Text of the report: Further to Current Report No. 19/2013 of March 25th 2013 and Current Report No. 38/2013 of June 29th 2013, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A.(the “Company”) announces that on November 5th 2014 it passed a resolution to abandon the process of acquiring shares in Zakłady Chemiczne Organika-Sarzyna S.A. from Ciech S.A. The resolution was passed in connection with Ciech S.A.’s publication of Current Report No. 70/2014 of November 4th 2014 concerning approval of the Ciech Group’s strategy for 2014−2019, and information published on Ciech S.A.’s official website, stating that the Ciech Group’s organic chemistry segment is to be developed based on Zakłady Chemiczne Organika-Sarzyna S.A., which will remain within the Ciech Group.
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”) reports that on October 8th 2014 the Company executed an agreement for sale of PULREA (urea) (“Agreement”) with Kronospan Mielec Sp. z o.o., Diakol Strazske S.R.O. of Slovakia, and Dukol Ostrava S.R.O. of the Czech Republic (jointly referred to as the “Buyers”), effective from July 1st 2014 to December 31st 2018. Pursuant to the Agreement, the Company agreed to deliver the product (PULREA), and the Buyers agreed to collect and pay for the deliveries. The Agreement specifies the minimum amount of the product to be delivered to the Buyers under the Agreement. Prices will be negotiated on a monthly basis. The estimated value of the agreement is PLN 305m. The other terms of the agreement do not differ from standard terms used in agreements of this type.
Given that the total value of the Agreement exceeds 10% of the Company’s equity (as at August 14th 2014 the Company’s equity stood at PLN 2,606,165), the Agreement meets the criteria of a significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
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”) reports that on October 8th 2014 the Company executed an agreement for sale of melamine (“Agreement”) with Kronospan Chemical Szczecinek Sp. z o.o., Kronospan Mielec Sp. z o.o., Diakol Strazske S.R.O. of Slovakia, and Dukol Ostrava S.R.O. of the Czech Republic (jointly referred to as the “Buyers”), effective from July 1st 2014 to December 31st 2018. The term of the Agreement will be automatically extended for the next two calendar years unless the Agreement is terminated by any of the Parties by written notice, to be served not later than three months before the end of the Agreement term. Pursuant to the Agreement, the Company agreed to deliver the product (melamine), and the Buyers agreed to collect and pay for the deliveries. The Agreement defines the amount of melamine the Company agreed to deliver and the Buyers agreed to collect, with a 5% tolerance. Prices will be negotiated on a quarterly basis. Estimated value of the agreement is PLN 251m. The other terms of the agreement do not differ from standard terms used in agreements of this type. The total value of the agreements (including the above Agreement) executed by the Company with the Buyers over the last twelve months is estimated at PLN 365,039,605, with the Agreement being the highest value agreement. Given that the total value of agreements executed with the Buyers within the last 12 months exceeds 10% of the Company’s equity (as at August 31st 2014 the Company’s equity stood at PLN 2,606,165), the Agreement meets the criteria of a significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
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”) reports that on October 8th 2014 the melamine sale agreement executed with Kronospan Szczecinek Sp. z o.o. on July 1st 1999 was terminated by mutual consent of the parties. Information on execution of the agreement was disclosed in the Company's issue prospectus of June 27th 2005, published in connection with the issue of Series B shares. The agreement was described in item 9.21, Section V of the Prospectus, as the “Melamine sale agreement of July 1st 1999”, and was considered a significant agreement. The effective date of the termination was June 30th 2014. The reason for the termination was the necessity to agree on new business terms concerning product supplies. Termination of the agreement will not have a material impact on the financial position of the Company or its subsidiaries. The Company will continue cooperation with the companies of the Kronospan Group (including Kronospan Szczecinek Sp. z o.o.), based on new agreements. Legal basis: Par. 5.1.5 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).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) announces that on July 24th 2014 an annex (“Annex”) was executed to the framework Partnership Agreement of July 1st 2004 (“Agreement”) with Przedsiębiorstwo Handlowo-Promocyjne Agro-Efekt Sp. z o. o. of Słupia (“Buyer”) setting out the general terms of business between the parties relating to the sale by the Company of Pulan® ammonium nitrate, Pulrea® urea, Pulsar® ammonium sulfate, RSM®, and RSM®S fertilizers for resale by the Buyer. Under the Annex, the term of the Agreement has been extended by five years, from July 1st 2014 to June 30th 2019. The Annex has also amended and clarified the terms and conditions of business between the parties with respect to the purchase, resale, and distribution of fertilizers. Under the Annex, the sales will be made in quantities and on terms specified by the parties separately for each trading year, by June 30th of each calendar year. The terms of the Annex and the Agreement do not differ from standard terms used in agreements of this type. The Annex and the Agreement do not provide for contractual penalties that would exceed 10% of the value of the Annex or the PLN equivalent of EUR 200,000. The value of the Annex throughout its entire term is estimated at PLN 218,319,000, as the product of the number of years (five years) covered by the Agreement and the estimated value for the first year of its term (given the expected variation in quantities sold and possible price revisions). The total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last twelve months is estimated at PLN 273,239,000, with the Annex being the highest value agreement. Given that the total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last 12 months exceeds 10% of the Company’s equity (March 31st 2014: PLN 2,532,059), the agreements meet the criteria of significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) announces that on July 24th 2014 an annex (“Annex”) was executed to the framework Partnership Agreement of July 1st 2004 (“Agreement”) with Przedsiębiorstwo Handlowe "Agroskład" Spółka Jawna of Józefin (“Buyer”) setting out the general terms of business between the parties relating to the sale by the Company of Pulan® ammonium nitrate, Pulrea® urea, Pulsar® ammonium sulfate, RSM®, and RSM®S fertilizers for resale by the Buyer. Under the Annex, the term of the Agreement has been extended by five years, from July 1st 2014 to June 30th 2019. The Annex has also amended and clarified the terms and conditions of business between the parties with respect to the purchase, resale, and distribution of fertilizers. Under the Annex, the sales will be made in quantities and on terms specified by the parties separately for each trading year, by June 30th of each calendar year. The terms of the Annex and the Agreement do not differ from standard terms used in agreements of this type. The Annex and the Agreement do not provide for contractual penalties that would exceed 10% of the value of the Annex or the PLN equivalent of EUR 200,000. The value of the Annex throughout its entire term is estimated at PLN 242,905,000 as the product of the number of years (five years) covered by the Agreement and the estimated value for the first year of its term (given the expected variation in quantities sold and possible price revisions). The total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last twelve months is estimated at PLN 315,462,000 with the Annex being the highest value agreement. Given that the total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last 12 months exceeds 10% of the Company’s equity (March 31st 2014: PLN 2,532,059), the agreements meet the criteria of significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) announces that on July 24th 2014 an annex (“Annex”) was executed to the framework Partnership Agreement of July 1st 2004 (“Agreement”) Skład Opału i Materiałów Budowlanych T i M Sobianek of Parczew (“Buyer”) setting out the general terms of business between the parties relating to the sale by the Company of Pulan® ammonium nitrate, Pulrea® urea, Pulsar® ammonium sulfate, RSM®, and RSM®S fertilizers for resale by the Buyer. Under the Annex, the term of the Agreement has been extended by five years, from July 1st 2014 to June 30th 2019. The Annex has also amended and clarified the terms and conditions of business between the parties with respect to the purchase, resale, and distribution of fertilizers. Under the Annex, the sales will be made in quantities and on terms specified by the parties separately for each trading year, by June 30th of each calendar year. The terms of the Annex and the Agreement do not differ from standard terms used in agreements of this type. The Annex and the Agreement do not provide for contractual penalties that would exceed 10% of the value of the Annex or the PLN equivalent of EUR 200,000. The value of the Annex throughout its entire term is estimated at PLN 181,805,000 as the product of the number of years (five years) covered by the Agreement and the estimated value for the first year of its term (given the expected variation in quantities sold and possible price revisions).
The total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last twelve months is estimated at PLN 267,622,000 with the Annex being the highest value agreement. Given that the total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last 12 months exceeds 10% of the Company’s equity (March 31st 2014: PLN 2,532,059), the agreements meet the criteria of significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) announces that on July 24th 2014 an annex (“Annex”) was executed to the framework Partnership Agreement of May 1st 2012 (“Agreement”) with Rolpol Oldakowscy spółka jawna of Szepietowo (“Buyer”) setting out the general terms of business between the parties relating to the sale by the Company of Pulan® ammonium nitrate, Pulrea® urea, Pulsar® ammonium sulfate, RSM®, and RSM®S fertilizers for resale by the Buyer. Under the Annex, the term of the Agreement has been extended by five years, from July 1st 2014 to June 30th 2019. The Annex has also amended and clarified the terms and conditions of business between the parties with respect to the purchase, resale, and distribution of fertilizers. Under the Annex, the sales will be made in quantities and on terms specified by the parties separately for each trading year, by June 30th of each calendar year. The terms of the Annex and the Agreement do not differ from standard terms used in agreements of this type. The Annex and the Agreement do not provide for contractual penalties that would exceed 10% of the value of the Annex or the PLN equivalent of EUR 200,000. The value of the Annex throughout its entire term is estimated at PLN 196,115,000, as the product of the number of years (five years) covered by the Agreement and the estimated value for the first year of its term (given the expected variation in quantities sold and possible price revisions).
The total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last twelve months is estimated at PLN 254,106,000, with the Annex being the highest value agreement. Given that the total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last 12 months exceeds 10% of the Company’s equity (March 31st 2014: PLN 2,532,059), the agreements meet the criteria of significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) announces that on July 9th 2014 an annex (“Annex”) was executed to the framework Partnership Agreement of September 1st July 2004 (“Agreement”) with Ampol-Merol Sp. z o.o. of Wąbrzeźno (“Buyer”) setting out the general terms of business between the parties relating to the sale by the Company of Pulan® ammonium nitrate, Pulrea® urea, Pulsar® ammonium sulfate, RSM®, and RSM®S fertilizers for resale by the Buyer. Under the Annex, the term of the Agreement has been extended by five years, from July 1st 2014 to June 30th 2019. The Annex has also amended and clarified the terms and conditions of business between the parties with respect to the purchase, resale, and distribution of fertilizers. Under the Annex, the sales will be made in quantities and on terms specified by the parties separately for each trading year, by June 30th of each calendar year.
The terms of the Annex and the Agreement do not differ from standard terms used in agreements of this type. The Annex and the Agreement do not provide for contractual penalties that would exceed 10% of the value of the Annex or the PLN equivalent of EUR 200,000. The value of the Annex throughout its entire term is estimated at PLN 370,030, 680, as the product of the number of years (five years) covered by the Agreement and the estimated value for the first year of its term (given the expected variation in quantities sold and possible price revisions). The total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last twelve months is estimated at PLN 520,025,000 with the Annex being the highest value agreement. Given that the total value of the Annex and the agreements executed by the Company and its subsidiaries with the Buyer over the last 12 months exceeds 10% of the Company’s equity (March 31st 2014: PLN 2,532,059), the Annex meets the criteria of significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) announces that on July 9th 2014 an annex (“Annex”) was executed to the framework Partnership Agreement of September 1st 2010 (“Agreement”) with Skłodowski Spółka Jawna of Zaręby Kościelne (“Buyer”) setting out the general terms of business between the parties relating to the sale by the Company of Pulan® ammonium nitrate, Pulrea® urea, Pulsar® ammonium sulfate, RSM®, and RSM®S fertilizers for resale by the Buyer. Under the Annex, the term of the Agreement has been extended by five years, from July 1st 2014 to June 30th 2019. The Annex has also amended and clarified the terms and conditions of business between the parties with respect to the purchase, resale, and distribution of fertilizers. Under the Annex, the sales will be made in quantities and on terms specified by the parties separately for each trading year, by June 30th of each calendar year. The terms of the Annex and the Agreement do not differ from standard terms used in agreements of this type. The Annex and the Agreement do not provide for contractual penalties that would exceed 10% of the value of the Annex or the PLN equivalent of EUR 200,000. The value of the Annex throughout its entire term is estimated at PLN 331,908,000, as the product of the number of years (five years) covered by the Agreement and the estimated value for the first year of its term (given the expected variation in quantities sold and possible price revisions). The total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Buyer over the last twelve months is estimated at PLN 472,057,000, with the Annex being the highest value agreement. Given that the total value of the Annex and the agreements executed by the Company and its subsidiaries with the Buyer over the last 12 months exceeds 10% of the Company’s equity (March 31st 2014: PLN 2,532,059), the Annex meets the criteria of significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).
Text of the report: Further to Current Report No. 8/2014 of April 14th 2014 and No. 10/2014 of April 22nd 2014, the Management Board od Grupa Azoty Zakłady Azotowe „Puławy” S.A. (the „Company”) further to the approval of a consolidated text of the Company’s Articles of Association (hereinafter referred to as the “Articles of Association”) by the Supervisory Board on May 2nd 2014 covering the changes introduced to the Articles of Association by Resolutions No. 4 of the Extraordinary General Meeting of 14th April 2014 and registered on April 18th 2014 by District Court fot Lublin-Wschód in Lublin, with its seat in Świdnik, VI Commercial Division of the National Court Registe, hereby submits in a form of an attachment the full text of the Company’s Articles of Association. 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).
Legal basis: Art. 70.3 of the Public Offering Act - list of shareholders holding 5% or more of the total vote at the General Meeting 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 April 14th 2014, 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 - 99,9997%
- percentage share in the total vote - 95,9755% 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)
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 April 14th 2014. 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 April 14th 2014. The changes shall become effective as of their registration in the National Court Register a)
Current wording of Art. 6.22 of the Articles of Association: “22 other accommodation – PKD Group 55.9" New wording of Art. 6.22 the Articles of Association:
“22 Accommodation and food service activities – PKD Section I"; b)
Art. 6 of the Company's Articles of Association has been amended by adding Art. 6.31) - 6.35) reading as follows:
“31) Support activities to agriculture and post-harvest crop activities – PKD Group 01.6”;
32) Manufacture of food products – PKD Division 10;
33) Manufacture of pesticides and other agrochemical products – PKD Group 20.2;
34) Manufacture of soap and detergents, cleaning and polishing preparations, perfumes and toilet preparations – PKD Group 20.4;
35) Manufacture of basic pharmaceutical products – PKD Group 21.1". 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).
Text: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) reports that on March 31st 2013 it terminated the agreement of March 18th 2004 with F. Rellmann GmbH of Buchholz (currently Agrium Deutschland GmbH) for the sale of urea-ammonium nitrate solution by the Company. Information on execution of the agreement was disclosed in the Company's issue prospectus of June 27th 2005, published in connection with the issue of Series B shares. The agreement was described in item 9.11, Section V of the Prospectus, as the ‘Mineral fertilisers sale agreement of March 18th 2004’.
Termination of the agreement will take effect on June 30th 2014. The agreement was terminated as the parties decided to end their existing business relationship and agree upon new terms of collaboration. Termination of the agreement will not have a significant impact on the financial position of the Company or its subsidiaries.
Legal basis: Par. 5.1.5 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).
Text: Further to Current Report No. 60/2013 of December 20th 2013 and Current Report No. 37/2013 of June 26th 2013, the Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) announces that the Company and PGE Górnictwo i Energetyka Konwencjonalna S.A., parties to the Joint Venture Agreement, have extended the deadline for fulfilment of conditions precedent for the execution of the project, from March 31st 2014 to December 31st 2014.
Legal basis: Art. 56.5 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text: Dz.U. of 2013, item 1382, as amended)
Text: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the "Company") reports that Section 1.1.b) of the draft resolution concerning amendments to the Company's Articles of Association to be decided on by the Company’s Extraordinary General Meeting convened for April 14th 2014, published as an appendix to Current Report No. 5/2014 of March 18th 2014, contains incorrect PKD code items with respect to the planned changes to the Company's business.
Original text:
b) Art. 6 of the Company's Articles of Association shall be amended by adding Art. 6.31) - 6.35) reading as follows:
“31) Support activities to agriculture and post-harvest crop activities – PKD Group 01.6";
32) Manufacture of food products – PKD Division 10;
33) Manufacture of pesticides and other agrochemical products – PKD Division 22;
34) Manufacture of soap and detergents, cleaning and polishing preparations, perfumes and toilet preparations – PKD Group 20.4;
35) Manufacture of basic pharmaceutical products – PKD Group 22.1”.
Corrected text:
b) Art. 6 of the Company's Articles of Association shall be amended by adding Art. 6.31) - 6.35) reading as follows:
“31) Support activities to agriculture and post-harvest crop activities – PKD Group 01.6;
32) Manufacture of food products – PKD Division 10;
33) Manufacture of pesticides and other agrochemical products – PKD Group 20.2;
34) Manufacture of soap and detergents, cleaning and polishing preparations, perfumes and toilet preparations – PKD Group 20.4;
35) Manufacture of basic pharmaceutical products – PKD Group 21.1”.
In view of the above, 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 April 14th 2014, which include the above correction.
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).
Text: 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 April 14th 2014.
Legal basis: Par. 38.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text, Dz. U. of 2014, item 133).
Text The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (hereinafter: the "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 April 14th 2014, 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).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that it received a notification under Art. 160.1 of the Act on Trading in Financial Instruments of July 29th 2005 (Dz. U. No. 183, item 1538, as amended) from a member of the Company’s Supervisory Board (a notifying person) concerning the member's acquisition of Company shares. Two Company shares were acquired on January 17th 2014 in a transaction executed during a regular trading session on the WSE. The price per share was PLN 153.25. The notification was prepared on January 20th 2014 in Tarnów. The notifying person has not consented to the publication of the data specified in Par. 3.2. of the Minister of Finance’s Regulation on the disclosure of information on some transactions in financial instruments and on the rules for drawing up and maintaining a list of persons having access to inside information, dated November 15th 2005. Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended).
The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the "Company") reports that on January 10th 2014 the Company executed an agreement with TRAMMO AG of Zurich, Switzerland to sell RSM® (urea-ammonium nitrate solution) (the "Agreement"). The estimated value of the agreement is PLN 385m. Under the Agreement, RSM® will be shipped by sea from ports in Poland to key target markets. The product price will be negotiated. The term of the Agreement is three consecutive calendar years, expiring on December 31st 2016 unless the Agreement is terminated before that date, with at least one year's notice. The other terms of the Agreement do not differ from standard terms used in agreements of this type. The Agreement does not provide for contractual penalties that would exceed 10% of the Agreement’s value or the PLN equivalent of EUR 200,000. The value of agreements executed with TRAMMO AG in the last 12 months is PLN 387m. Given that the total value of agreements executed with TRAMMO AG of Zurich within the last 12 months, including the Agreement of January 10th 2014, exceeds 10% of the Company’s equity (September 30th 2013: PLN 2,606,985), the Agreement meets the criteria of significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009, No. 33, item 259, as amended).
The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on January 10th 2014 Grupa Azoty Zakłady Azotowe Puławy S.A., Gdańskie Zakłady Nawozów Fosforowych Fosfory Sp. z o.o. (the Company's subsidiary) and KGHM Polska Miedź S.A signed an Agreement on the objectives of a joint-venture project in the exploration for, appraisal and production of deposits of potassium chloride, phosphates, halite and non-ferrous metals (the “Agreement”). The Agreement marks another step in the cooperation initiated with the letter of intent between KGHM Polska Miedź S.A. and Gdańskie Zakłady Nawozów Fosforowych Fosfory Sp. z o.o. on the joint execution of projects in the exploration for and appraisal of mineral deposits, including potassium chloride, and mining projects involving the development of existing mineral deposits, in Poland and abroad, as well as on the management of recyclable materials (waste) in the recovery of critical metals (including rare earth metals), as reported by the Company in Current Report No. 50/2013 of August 30th 2013. The Agreement provides for other entities of the KGHM Group or the Grupa Azoty Group to participate in any project executed under the Letter of Intent. The Agreement also specifies the conditions and stages of further execution of the project, with the crucial provisions defining the detailed conditions of the investment agreement. These in particular define the rules governing the establishment and operation of the special purpose vehicle (SPV) executing the project, and for obtaining the antitrust clearance and corporate approvals needed for its establishment, as well as the rules for purchasing the minerals produced by the SPV. The Agreement further stipulates that KGHM Polska Miedź S.A. will be the leader of the project, while the joint equity interest of Grupa Azoty Zakłady Azotowe Puławy S.A. and Gdańskie Zakłady Nawozów Fosforowych Fosfory Sp. z o.o. or other entities of the Grupa Azoty Group in the SPV, and in the projects executed by the SPV, will as a rule be 50%. Legal basis: Art. 56.5 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (Dz.U. of 2013, item 1382).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on December 31st 2013 an annex (Gas fuel volumes contracted in individual months of the contract year and contracted capacity) was signed to the high-methane gas purchase 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. The annex specifies the capacity and volumes of gas fuel contracted for 2014. The volumes and contracted capacity are agreed by the parties separately for each calendar year. The value of the agreement in 2014 is estimated at PLN 1,090m (VAT exclusive), which is more than 10% of the Company’s equity, qualifying it as a significant agreement. Contractual penalties are as provided for in the annex of March 3rd 2011 (see Current Report No. 6/2011). Furthermore, the Company reports that the value of its agreement with PGNiG S.A. for 2014 is lower than the previous year's level (Current Report No. 12/2013), due to the Company's efforts to diversify its gas supplies. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
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 December 27th 2013 it was notified that LEALEA ENTERPRISE CO., LTD. LI PENG ENTERPRISE CO., LTD of Taipei, Taiwan, had signed a caprolactam supply agreement with the Company. This is the second agreement concluded with this customer within the last 12 months. Following the signing of the agreement, the aggregate value of agreements executed by the Company with this trading partner within the last 12 months reached PLN 273,315,768. The highest value agreement was that of January 2nd 2013 (the “Agreement”), which was concluded for a definite period, until December 31st 2013. The value of the Agreement is estimated at PLN 144,343,068, which is the aggregate value of completed and planned caprolactam deliveries. The price of each delivery is determined separately through price negotiations, and each delivery under the Agreement is a 500-tonne shipment from Polish ports to Taiwan. The other terms of the Agreement do not differ from standard terms used in agreements of this type. The Agreement does not provide for contractual penalties that would exceed 10% of the Agreement’s value or the PLN equivalent of EUR 200,000. Given that the total value of agreements executed with LEALEA ENTERPRISE CO., LTD. LI PENG ENTERPRISE CO., LTD. within the last 12 months exceeds 10% of the Company’s equity (as at September 30th 2013 the Company’s equity stood at PLN 2,606,985), the Agreement meets the criteria of a significant agreement. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009, No. 33, item 259, as amended).
Legal basis: Art. 56.5 of the Public Offering Act – information update Further to Current Report No. 37/2013 of June 26th 2013, the Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) reports that the Company and PGE Górnictwo i Energetyka Konwencjonalna S.A., parties to the Joint Venture Agreement, have extended the deadline for fulfilment of all conditions precedent for the execution of the Puławy Power Plant project, from December 31st 2013 to March 31st 2014. Legal basis: Art. 56.5 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text: Dz. U. of 2009, No. 185, item 1439, as amended).
Legal basis: Art. 70.3 of the Public Offering Act – list of shareholders holding 5% or more of total votes at the General Meeting 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 votes at the Annual General Meeting, held on November 29th 2013, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Annual General Meeting and in total votes. Grupa Azoty S.A.
– shares held at the AGM – 18,345,735
– votes at the AGM – 18,345,735
– percentage share in the votes represented at the AGM – 99.91%
– percentage share in total votes – 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 2009 No. 185, item 1439, as amended)
Text: The Management Board of Grupa Azoty Zakłady Azotowe Puławy (the “Company”) publishes, attached as an appendix hereto, the resolutions adopted by the Annual General Meeting, held on November 29th 2013. Furthermore, the Management Board publishes, attached hereto, a draft resolution submitted at the Annual General Meeting by the proxy of shareholder Grupa Azoty S.A., which was adopted by the Meeting as Resolution No. 23. Draft Resolution submitted at AGM Resolutions adopted by the AGM Legal basis: Par. 38.1.5 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 (Dz. U. No. 33, item 259, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) reports that on November 29th 2013, the Annual General Meeting of the Company appointed the Chairperson and the Members of the Company's Supervisory Board for another (8th) joint term of office (beginning on the date of the resolutions to appoint the members of the Supervisory Board). Mr Cezary Możeński, who served as Chairman of the Supervisory Board during the previous term, was reappointed Chairman of the Board. The Annual General Meeting appointed the following Members of the Supervisory Board:
Andrzej Skolmowski,
Marek Kapłucha,
Jerzy Koziara,
Andrzej Bartuzi and Jacek Wójtowicz, as Members of the Supervisory Board elected by the Company employees. The newly appointed Chairperson and Members of the Supervisory Board do not conduct any business competitive to the business of the Company, do not participate in any competitive business as partners in civil law partnerships, partnerships or as members of a body in a capital company or in any competitive legal entity. The newly appointed Chairperson and Members of the Supervisory Board are not entered in the Register of Insolvent Debtors run on the basis of the Act on National Court Register. The biographies of the newly appointed Chairperson and Members of the Supervisory Board are attached to this report.
Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009, No. 33, item 259, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Further to Current Report No. 51/2013 of September 11th 2013 and Current Report No. 52/2013 of October 24th 2013, the Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) reports that on November 29th 2013 the Annual General Meeting of the Company adopted a resolution to approve the payment of a dividend from the 2012/2013 profit. 1. The amount allocated to dividend payments: PLN 198,413,700.00.
2. Dividend per share: PLN 10.38.
3. Dividend is paid on all the Company shares (19,115,000 shares).
4. Dividend record date: January 3rd 2014.
5. Dividend payment date: January 17th 2014. Legal basis: Par. 38.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy reports that on November 6th 2013 the joint power of proxy granted to Mr Tomasz Pepliński to represent Grupa Azoty Zakłady Azotowe Puławy S.A. was revoked, following his appointment to serve temporarily as President of the Management Board of Polskie LNG S.A. 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 (Dz. U. of 2009 No. 33, item 259, as amended).
Text: Further to current report No. 51/2013 of September 11th 2013, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the "Company") reports that on October 24th 2013 the Company's Supervisory Board approved the recommendation issued by the Company's Management Board to the Annual General Meeting on the payment of dividend for the financial year 2012/2013 in the amount of PLN 163,433,250.00, or PLN 8.55 per share. The final decision on the distribution of profit for the financial year 2012/2013 will be made by the Annual General Meeting. Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. No. 33, item 259, as amended).
Text: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the "Company") reports that on September 11th 2013 it passed a resolution to recommend to the Annual General Meeting the payment of dividend for the financial year 2012/2103 (beginning July 1st 2012 and ended June 30th 2013) in the total amount of PLN 163,433,250.00, or PLN 8.55 per share. The Management Board also proposed December 27th 2013 as the dividend record date and January 17th 2014 as the dividend payment date. Pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board is now to submit the recommendation for assessment by the Supervisory Board. The final decision on the profit distribution will be made by the Annual General Meeting. Legal basis: Par. 38.1.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. No. 33, item 259, as amended).
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the "Company") reports that on August 30th 2013 KGHM Polska Miedź S.A. and Gdańskie Zakłady Nawozów Fosforowych Fosfory Sp. z o.o. (the Company's subsidiary) executed a letter of intent on joint execution of projects involving the exploration for and appraisal of mineral deposits, including potassium chloride, and mining projects involving the development of existing mineral deposits, in Poland and abroad, as well as the management of recyclable materials (waste) to recover critical metals (including rare earth metals). The letter of intent has become effective as of its date and is valid until December 31st 2015. The above activities are in line with the Puławy Group's strategy of feedstock supplies diversification, under which the Group seeks to gain access to its own resources. 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.
Subject: Shareholders holding 5% or more of the total vote at the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on August 14th 2013 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 on August 14th 2013, 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 – 18,329,466
- the number of votes at the Extraordinary General Meeting – 18,329,466
- percentage share in the votes represented at the Extraordinary General Meeting – 99,99%
- percentage share in the total vote – 95,89% 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 2009, No. 185, item 1439, as amended)
Subject: Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on August 14th 2013 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 14th 2013. Resolutions adopted by the Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. on August 14th 2013 Legal basis: Par. 38.7 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
Subject: Annex to the Terms and Conditions Agreement concerning the supply of useful heat Text of the report: Further to Current Report No. 13/2012 of May 9th 2012, the Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) reports that on August 14th 2013, under the annex to the Joint Venture Agreement (concerning construction of a power plant), which the Company reported in Current Report No. 37/2013 of June 26th 2013, an annex was executed between the Company, Elektrownia Puławy Sp. z o.o. and PGE Górnictwo i Energetyka Konwencjonalne S.A. to the agreement concerning the terms and conditions for the supply of useful heat (the “Terms and Conditions Agreement”) (the “Annex”). Under the Annex, the Terms and Conditions Agreement concerning the supply of useful heat will expire upon expiry of the Joint Venture Agreement. Legal basis: Art. 56.5 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text: Dz. U. of 2009, No. 185, item 1439, as amended).
Subject: Appointment of management staff - proxies Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on August 13th 2013 the Management Board passed a resolution to appoint Mr Hubert Kamola and Mr Tomasz Pepliński to the positions of the Company’s proxies, effective August 13th 2013. Under the granted power of proxy, the proxies are authorised to represent Grupa Azoty Zakłady Azotowe PUŁAWY S.A. acting jointly with one Member of the Company’s Management Board. Hubert Kamola, Chief Commercial Officer, Proxy University Degree: Graduate of the University of Warsaw, Faculty of Management, and University of Ecology and Management in Warsaw, Faculty of Management, in the field of Management and Marketing Courses and post-graduate studies:
MBA, University of Illinois at Urbana-Champaign
National examination for Candidates to Supervisory Boards
Corporate Marketing and Trading, as well as Management training programmes. Career and Professional Experience:
since July 1st 2013 - Corporate Director responsible for trading in fertilisers at Grupa Azoty S.A.
since 2009 - Operating Director, and subsequently Chief Commercial Officer at Zakłady
Azotowe Puławy S.A. (currently: Grupa Azoty Zakłady Azotowe Puławy S.A.)
2007-2009 - Head of the Chemical Division at Zakłady Azotowe Puławy S.A.;
2004-2007 - Head of the Peroxide Compound Sales Team at Zakłady Azotowe Puławy S.A.;
2002-2004 - Melamine Export Sales Specialist at Zakłady Azotowe Puławy S.A.; in 2003
seconded to Nafta Polska. In addition, Mr Hubert Kamola has held positions in companies of the Zakłady Azotowe Puławy Group
since 2011 - Member of the Supervisory Board of Dobre Miasto Sp. z o.o.
2009-2011 - Member of the Supervisory Board of Remzap Sp. z o.o.
2008-2009 - Member of the Supervisory Board of Elzap Sp. z o.o. Other activities:
Company’s Representative in EMPA (European Melamine Producer Association/Brussels)
Company’s Representative in EPF (European Panel Federetion/Brussels)
Company’s Representative in EPCA (European Petrochemical Association)
Company’s Representative in FE/TEC (Fertilizers Europe)
Member of the Chartered Institute of Marketing LONDON, UK (CIM), Membership Card – H.Kamola 11168345 According to his representation, Mr Hubert Kamola is not engaged in any activity competitive to the business of the Company. Furthermore, he is not a partner in any partnership under civil law or other type of partnership competing with the Company. He is not a member of the governing body of any company or other legal entity competing with the Company. Mr Hubert Kamola is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Tomasz Pepliński, Head of the Investment Division, Proxy University Degree: Graduate of the Kielce University of Technology, Faculty of Civil Engineering, in the field of construction Courses and post-graduate studies:
Kielce University of Technology - Management and Marketing
University of Warmia and Mazury - Real Estate Appraisal
National examination of the Ministry of State Treasury for Candidates to Supervisory Boards Career and Professional Experience:
since 2009 - Head of the Investment Division at Zakłady Azotowe Puławy S.A. (currently Grupa Azoty Zakłady Azotowe Puławy S.A.)
2007-2009 Head of the Compliance Team at Zakłady Azotowe Puławy S.A.
1999-2007 Construction Specialist and subsequently Senior Construction Specialist, Compliance Officer
1995-1999 Site Engineer/Site Manager at PWRiI Remzap Sp. z o.o. In addition, Mr Tomasz Pepliński has held positions in companies of the Zakłady Azotowe Puławy Group
since 2010 - Deputy Chairman of the Supervisory Board of Prozap Sp. z o.o., an engineering firm.
According to his representation, Mr Tomasz Pepliński is not engaged in any activity competitive to the business of the Company. Furthermore, he is not a partner in any partnership under civil law or other type of partnership competing with the Company. He is not a member of the governing body of any company or other legal entity competing with the Company. Mr Tomasz Pepliński 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 (Dz. U. of 2009 No. 33, item 259, as amended)
Subject: Appointment of a Supervisory Board Member Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (the “Company”) reports that the Extraordinary General Meeting, held on August 14th 2013, appointed, with effect from August 14th 2013, Mr Andrzej Skolmowski to the Company’s Supervisory Board. Mr Andrzej Skolmowski Education
Graduate of the Institute of Economics at the Faculty of Social Sciences of the John Paul II Catholic University of Lublin and doctoral studies at the Collegium of Management and Finance of the Warsaw School of Economics (SGH). Courses and Training
Passed examination for Candidates to Supervisory Boards of State-Owned Companies in 1998.
Nyenrode Business Universiteit (the Netherlands), Business Leadership Programme (2006, 2007). Professional experience
• From 2009 - Vice-President of the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (currently Grupa Azoty S.A.)
• 2008-2009 - President of the Management Board, Sanfarm sp. z o.o. Nowa Dęba, Polfa Warszawa Group
• 2007-2008 - Member of the Management Board of ACP Pharma S.A. Group
• 2007-2008 - President of the Management Board of Cefarm Zielona Góra S.A.
• 2002-2008 - President of the Management Board of Cefarm Rzeszów sp. z o.o.
• 2004-2007 - President of the Management Board of ACP Pharma S.A.
• 2000-2004 - President of the Management Board of Cefarm Rzeszów S.A.
• 1999-2000 Chief Economist at Cefarm Rzeszów
• 1996-1999 Managing Director, Consultant at TIM Sp. z o.o. of Lublin
• 1996-1999 Head of Analysis Department, Financial Analysis Specialist, Economist at Agram Chłodnia w Lublinie S.A. In addition, Chairman of the Supervisory Board of Grupa Azoty Zakłady Chemiczne POLICE S.A. (2012-present), Member of the Supervisory Board of Grupa Azoty Polskie Konsorcjum Chemiczne sp. z o.o. (2011-present), Chairman of the Supervisory Board of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (2010-present), Chairman of the Supervisory Board of ATT Polymers GmbH (2010-present), Chairman of the Supervisory Board of PTK Koltar sp. z o.o. (2009-2011), Member of the Supervisory Board, Deputy Chairman, Secretary of Cukrownia Przeworsk S.A. of Przeworsk (1998-2002). Supplementary information
• Member of the Management Board of CEFIC European Chemical Industry Council, Brussels 2012-present)
• Representative of Grupa Azoty at General Assembly Fertilizers Europe, Brussels (2010-present)
• Member of the Board at the Polish Chamber of the Chemical Industry (2012-present)
• Initially, Member of the Management Board at Plastics Europe Polska Foundation, from 2013. Vice-President of the Management Board of the Foundation (2011-present)
• Vice-President of the Polish-Brazilian Chamber of Commerce (2012-present)
• Member of the Management Board of Fertilizers Europe and concurrently Vice-Chairman of Statistics Committee at Fertilizers Europe (2013-present) Mr Andrzej Skolmowski is not engaged in any activities competitive to the Company’s business. He is not a partner in any civil-law partnership or other type of partnership competing with the Company, member of the governing body of any company competing with the Company or member of any other legal entity competing with the Company. He is not entered in the Register of Insolvent Debtors. Legal basis: Par. 5.1.22 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009, No. 33, item 259, as amended).
Subject: Transactions in Grupa Azoty Zakłady Azotowe Puławy S.A.’s financial instruments Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on August 14th 2013 it received a notification under Art. 160.1 of the Act on Trading in Financial Instruments of July 29th 2005 (Dz. U. No. 183, item 1538, as amended) from a member of the Company’s Supervisory Board (a notifying person), who also holds a managerial position in the corporate structure of Grupa Azoty S.A. of Tarnów and has direct access to inside information and powers to make decisions determining the development and business prospects of Grupa Azoty S.A. (Grupa Azoty S.A. being a closely related person to the above member of the Company’s Supervisory Board), to the effect that on May 22nd 2013 Grupa Azoty S.A. had executed a transaction involving purchase of Company shares. Grupa Azoty S.A. purchased 16,269 shares in the Company on the Warsaw Stock Exchange S.A., outside the regulated market, at a price of PLN 132.60 per share. The purchased shares represent in total 0.09% of the Company’s share capital and carry the right to 0.09% of the total vote at the Company’s General Meeting. The transaction was effected as part of mandatory sell-out of Company shares, under Art. 83 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies. The information was submitted in connection with the expiry, on August 10th 2013, of the mandatory sell-out period, and is a summary of all transactions executed in this respect. The notification was filed on August 13th 2013 in Tarnów. The notifying person did not consent to the publication of the data specified in Par. 2.1.1. of the Minister of Finance’s Regulation on the disclosure of information on some transactions in financial instruments and rules for drawing up and keeping a list of persons having access to inside information, dated November 15th 2005. Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010, No. 211, item 1384, as amended)
Subject: Resignation by Member of the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that Mr Marek Kapłucha has tendered his resignation as Member of the Company’s Management Board, as of July 19th 2013. The reason for his resignation was his appointment as Member of the Management Board of Grupa Azoty S.A. of Tarnów. 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 (Dz. U. No. 33, item 259, as amended).
Current Report No. 42/2013 Subject: Draft resolutions of Extraordinary General Meeting of Grupa Azoty PUŁAWY convened for August 14th 2013 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. (hereinafter: 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 14th 2013. Draft resolutions of the Company’s Extraordinary General Meeting convened for August 14th 2013
Current Report No. 41/2013 Subject: Extraordinary General Meeting of Grupa Azoty PUŁAWY convened for August 14th 2013 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. (hereinafter: the "Company") convenes an Extraordinary General Meeting to be held in the Company's offices at Aleja Tysiąclecia Państwa Polskiego 13, Puławy, Poland, on August 14th 2013 at 11 am, as specified in the notice attached to this report. Notice of an Extraordinary General Meeting convened for August 14th 2013 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 (Dz. U. No. 33, item 259, as amended)
Current Report No. 40/2013 Subject: Appointment of President of the Grupa Azoty Puławy Management Board 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 July 8th 2013 the Supervisory Board, acting under Par. 33.1.1 of the Company's Articles of Association, appointed Mr Marian Rybak, the current Vice-President of the Management Board, as President of the Management Board, effective from today (July 8th 2013), for the remainder of the Management Board's current joint term of office. Mr Marian Rybak is not engaged in any activities competitive to the Company’s business. He is not a partner in any competitive civil-law partnership or another type of partnership, or member of the governing bodies of any company competitive to the Company. He is not entered in the Register of Insolvent Debtors.
Information regarding Mr Marian Rybak's qualifications, previously held positions, and professional experience is attached as appendix hereto. Furthermore, the Supervisory Board, acting under Par. 33.1.1 in conjunction with Par. 24.1 of the Articles of Association, has designated Mr. Zenon Pokojski and Mr Wojciech Kozak, current members of the Management Board, as Vice-Presidents of the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. for the remainder of the Management Board's current joint term of office. Legal basis: Par. 5.1.22 of the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended)
Current Report No. 40/2013 Subject: Appointment of President of the Grupa Azoty Puławy Management Board 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 July 8th 2013 the Supervisory Board, acting under Par. 33.1.1 of the Company's Articles of Association, appointed Mr Marian Rybak, the current Vice-President of the Management Board, as President of the Management Board, effective from today (July 8th 2013), for the remainder of the Management Board's current joint term of office. Mr Marian Rybak is not engaged in any activities competitive to the Company’s business. He is not a partner in any competitive civil-law partnership or another type of partnership, or member of the governing bodies of any company competitive to the Company. He is not entered in the Register of Insolvent Debtors.
Information regarding Mr Marian Rybak's qualifications, previously held positions, and professional experience is attached as appendix hereto. Furthermore, the Supervisory Board, acting under Par. 33.1.1 in conjunction with Par. 24.1 of the Articles of Association, has designated Mr. Zenon Pokojski and Mr Wojciech Kozak, current members of the Management Board, as Vice-Presidents of the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. for the remainder of the Management Board's current joint term of office. Legal basis: Par. 5.1.22 of the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended)
Current Report No. 39/2013 Subject: Publication dates of periodic reports in the financial year 2013/2014 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”) presents the publication dates of periodic reports in the financial year 2013/2014, which begins July 1st 2013 and ends December 31st 2014. 1. Quarterly reports:
• consolidated report for Q1 2013/2014 – November 14th 2013
• consolidated report for Q3 2013/2014 – May 15th 2014
• consolidated report for Q4 2013/2014 – August 14th 2014
• consolidated report for Q5 2013/2014 – November 13th 2014 2. Semi-annual report:
• consolidated report for H1 2013/2014 – February 27th 2014 3. Annual reports:
• separate annual report for 2012/2013 – August 30th 2013
• consolidated annual report for 2012/2013 – August 30th 2013. Furthermore, the Management Board states that no separate quarterly reports 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 2009 No. 33, item 259, as amended) (the “Regulation”). The consolidated quarterly reports published by the Company will incorporate quarterly condensed consolidated financial statements and quarterly financial information. Furthermore, the Management Board reports that the Company will not publish a quarterly report or a consolidated quarterly report for Q2 2013/2014, as permitted under Par. 101.2 of the Regulation. As the publication date of the annual report and the consolidated annual report falls on August 30th 2013 (that is within 80 days from the end of the financial year), a quarterly report for Q4 2012/2013 will not be published by the Company, as permitted under Par. 102.1 of the Regulation. The Company will not publish a separate semi-annual report, as permitted under Par. 83.3 of the Regulation. Legal basis: Par. 103.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
Current Report No. 38/2013 Subject: Response to bid for shares in Zakłady Chemiczne Organika – Sarzyna S.A. Legal basis: Art. 56.5 of the Public Offering Act – information update Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on June 28th 2013, in response to a bid for shares in Zakłady Chemiczne Organika – Sarzyna S.A. made to Ciech S.A. (Current Report No. 19/2013 of March 25th 2013), the Company received a letter stating that Ciech S.A. was interested in continuing talks on the sale of the shares to determine detailed price and other terms of the transaction, which would enable the Company to negotiate the deal on a exclusivity basis. Legal basis: Art. 56.5 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies.
Current Report No. 35/2013 Subject: Execution of an annex to long-term agreement for sale of power coal
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on June 10th 2013 an annex (hereinafter the “Annex”) was signed to Long-Term Agreement for Sale of Power 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 Reports No. 3/2009 of January 9th 2009, 52/2009 of November 25th 2009, 42/2011 of December 5th 2011, and 59/2012 of December 28th 2012). The Agreement provides for the sale and supply of coal to the Company. The Annex changes the volume of power coal supplies in 2013, raises the quantity tolerance on coal deliveries during the year as of January 1st 2014, and changes the amount of liquidated damages. Following execution of the Annex, the total value of the Agreement (excluding the tolerance) from its execution date until its expiry on December 31st 2017, is estimated at PLN 1,052m, VAT-exclusive, which is 0.57% less than the value reported in Current Report No. 59/2012 of December 28th 2012 but still above 10% of the Company’s equity, which qualifies it as a significant agreement.
The Annex has raised, as of January 1th 2014, the amount of liquidated damages payable by the party responsible for any non-delivery of the contracted volume of power coal up to 20% of the value of non-delivered supply of coal meeting the agreed parameters (previously it was 10%). The higher liquidated damages follow mainly from the increase in the quantity tolerance during the year. The other terms and conditions of the Agreement remain unchanged and are in line with market standards applicable to this type of agreements.
Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
Current Report No. 33/2013
Subject: Registration of amendments to the Articles of Association of Grupa Azoty Zakłady Azotowe Puławy S.A. and publication of the consolidated text of the Company’s Articles of Association
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: Further to Current Report No. 23/2013 of April 11th 2013, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that it became aware that on May 10th 2013 the District Court for Lublin-Wschód in Lublin, with its seat in Świdnik, VI Commercial Division of the National Court Register, registered the amendments to the Company’s Articles of Association which were adopted by virtue of Resolutions No. 14 and No. 15 of the Extraordinary General Meeting of April 11th 2013 and published in Current Report No. 23/2013. The Company’s Management Board publishes - attached hereto - the consolidated text of the Company’s Articles of Association (the “Articles of Association”) which incorporates the amendments.
The Company’s Management Board also publishes - attached hereto - the previous Articles of Association and the text of the changes approved by the Company's Extraordinary General Meeting on April 11th 2013.
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 (Dz. U. of 2009, No. 33, item 259, as amended).
Current Report No. 32/2013
Subject: Resignation by Member of 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”) reports that it has been notified today (May 7th 2013) of Mr Jerzy Marciniak's resignation as Member of the Company's Supervisory Board with effect as of May 6th 2013.
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 (Dz. U. No. 33, item 259, as amended).
Current Report No. 31/2013
Subject: Resignation by President 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. (the “Company”) reports that on April 30th 2013 Mr Paweł Jarczewski submitted his resignation as President of the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A., effective as of the end of day on May 5th 2013. The reason for his resignation was his appointment as President of the Management Board of Grupa Azoty S.A. of Tarnów.
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 (Dz. U. No. 33, item 259, as amended).
Current Report No. 30/2013
Subject: Change of the date of publication of the interim report for the third quarter of 2012/2013
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: Further to current report No. 29/2012 of July 13th 2012, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that the planned date of publication of the interim report (consolidated quarterly report) for the third quarter of the financial year 2012/2013 (July 1st 2012 – June 31st 2013) has changed. This report will be released on May 9th 2013. Originally, its release was scheduled for May 15th 2013.
As provided in 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, the consolidated quarterly report will include quarterly condensed separate financial statements, and the Company will not release any independent separate quarterly report.
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 (Dz. U. No. 33, item 259, as amended).
Current Report No. 29/2013
Subject: Initiation of anti-trust proceedings by the President of the Office of Competition and Consumer Protection
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: In compliance with its obligation under Par. 5.1.8) of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009, No. 33, item 259, as amended), to make public any information on initiation of proceedings before public administration bodies concerning obligations of an issuer of publicly-traded securities, the Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that the Company received a notification from the President of the Office of Competition and Consumer Protection (the “UOKiK”) to the effect that on April 16th 2013, acting ex officio under Art. 49.1 in conjunction with Art. 106.1.3 of the Act on Competition and Consumer Protection, dated February 16th 2007 (Dz. U. No. 50, item 331, as amended) (the “Act”), the President of UOKiK initiated anti-trust proceedings concerning imposition of a fine on the Company due to the fact that the Company effected - without obtaining a prior consent of the President of UOKiK - a concentration consisting in the Company and the Fertilizer Research Institute of Puławy establishing a joint venture under the name SCF Natural Sp. z o.o., with registered office in Puławy, which constitutes a violation of the obligation referred to in Art. 13.2.3 of the Act.
Pursuant to Art. 106 of the Act, the President of UOKiK may impose a fine on an undertaking by issuing a relevant decision, in an amount of up to 10% of the undertaking's revenue generated in the financial year preceding the imposition of the fine. SCF Natural Sp. z o.o, a company to which the proceedings relate, is a dormant company and ─ in the Company's opinion ─ its incorporation has no competition-restricting effect. Any decision in this matter by the President of UOKiK will be discretionary, and will take into account the period, degree and circumstances of non-compliance with the law. In light of the above and given the fact that the concentration was notified to the President of UOKiK with a delay and that the Company has never been found in breach of any similar statutory provisions, the Company does not expect any potential fine imposed in the present proceedings to have any effect on its financial standing.
Current Report No. 28/2013
Subject: Transactions in Grupa Azoty Zakłady Azotowe Puławy S.A.’s financial instruments
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments – transactions executed by persons with access to inside information
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on April 16th 2013 it received a notification under Art. 160.1 of the Act on Trading in Financial Instruments of July 29th 2005 (Dz. U. No. 183, item 1538, as amended) from two obliged persons who are members of the Company's Supervisory Board, including Mr Jerzy Marciniak, President of the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., and a person who holds a managerial position in the corporate structure of Zakłady Azotowe w Tarnowie-Mościcach S.A. and has direct access to confidential information and powers to adopt decisions determining the development and business prospects of Zakłady Azotowe w Tarnowie-Mościcach S.A., to the effect that on April 11th 2013 a transaction was effected involving purchase of the Company shares by Zakłady Azotowe w Tarnowie-Mościcach S.A. by a person closely related to the above members of the Company's Supervisory Board.
Zakłady Azotowe w Tarnowie-Mościcach S.A. purchased 2,329,357 Company shares, which jointly represent 12.19% of the Company's share capital and carry the right to 12.19% of the total vote at the Company's General Meeting. The shares were purchased as part of the offer to the Company shareholders to tender for sale 3,114,891 shares in the Company, carrying the right to 16.3% of the total vote at the Company's General Meeting, announced on February 19th 2013. The shares tendered for sale as part of the offer were acquired at a price of PLN 132.60 per share. The transaction was settled on April 15th 2013.
The notifications were prepared on April 16th 2013 in Tarnów.
One of the notifying persons did not consent to the publication of the data specified in Par. 2.1.1. of the Minister of Finance’s Regulation on the disclosure of information on some transactions in financial instruments and rules for drawing up and maintaining a list of persons having access to inside information, dated November 15th 2005.
Legal basis:
Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010., No. 211, item 1384, as amended).
Current Report No. 27/2013 Subject: Notification of reduction of shareholding to below 5% of the total vote at the General Meeting
Legal basis: Art. 70.1 of the Public Offering Act – acquisition or sale of a significant holding of shares
Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the "Company") reports that it received a notification from Mennica Polska S.A. under Art. 69.1.2 and Art. 69.2.1.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (the "Act"), to the effect that following sale of 1,029,378 Company shares by Mennica Polska S.A. and sale of 20,000 Company shares by Mennica-Metale Szlachetne S.A., a subsidiary (within the meaning of the Act) of Mennica Polska S.A., as part of settlement of the tender offers made as part of the offer to tender for sale ordinary bearer shares in the Company, announced on February 19th 2013 by Zakłady Azotowe w Tarnowie-Mościcach S.A. of Tarnów, Mennica Polska S.A.'s share in the total vote at the Company's General Meeting fell below 5%.
Prior to the execution of the transaction, Mennica Polska S.A. and Mennica-Metale Szlachetne S.A. jointly held 1,049,378 shares in the Company, representing 5.485% of its share capital. These shares jointly carried 1,049,378 votes at the Company's General Meeting, or 5.485% of the total vote. Following the disposal, neither Mennica Polska S.A nor Mennica-Metale Szlachetne S.A. hold any shares in the Company.
Legal basis:
Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2009, No. 185, item 1439, as amended)
Current Report No. 26/2013 Subject: Notification of exceeding the 90% threshold of the total vote at the General Meeting Legal basis: Art. 70.1 of the Public Offering Act – acquisition or sale of a significant holding of shares Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. (the “Company”) reports that on April 15th 2013 it received a notification from Zakłady Azotowe w Tarnowie-Mościcach S.A., in accordance with Art. 69.1.1 and Art. 77.7 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (Dz.U. of 2005, No. 183, item 1538), of the acquisition on April 11th 2013 of Company shares under the tender offer for 3,114,891 Company shares, conferring the right to 16.3% of the total vote at the Company’s General Meeting, announced by Zakłady Azotowe w Tarnowie-Mościcach S.A. on February 19th 2013. As a result of the transaction, Zakłady Azotowe w Tarnowie-Mościcach S.A. acquired 2,329,357 Company shares, representing 12.19% of the Company’s share capital and carrying the right to 2,329,357 votes (12.19% of the total vote) at the Company’s General Meeting. The transaction was settled on April 15th 2013. Prior to the transaction, Zakłady Azotowe w Tarnowie-Mościcach S.A. held 16,000,109 Company shares, representing 83.7% of the Company’s share capital and carrying the right to 16,000,109 votes (83.7% of the total vote) at its General Meeting. Following the acquisition, Zakłady Azotowe w Tarnowie-Mościcach S.A. holds 18,329,466 Company shares, representing 95.89% of the Company’s share capital and carrying the right to 18,329,466 votes (95.89% of the total vote) at its General Meeting. As stated in the notification, within the next 12 months Zakłady Azotowe w Tarnowie-Mościcach S.A. may take steps aimed at delisting the Company shares from the regulated market. Zakłady Azotowe w Tarnowie-Mościcach S.A. further stated that its subsidiaries held no Company shares. Legal basis: Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz. U. of 2009, No. 185, item 1439, as amended)
Current Report No. 25/2013 Subject: 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 15th 2013 and resumed after an adjournment on April 11th 2013 Legal basis: Art. 70.3 of the Public Offering Act - list of shareholders holding 5% or more of the total vote at the General Meeting 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 15th 2013 and resumed after an adjournment on April 11th 2013, 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. The following shareholders held 5% or more of the votes at the Extraordinary General Meeting held on March 15th 2013:
Zakłady Azotowe w Tarnowie-Mościcach S.A.
- the number of shares at the Extraordinary General Meeting - 16,000,109
- the number of votes at the Extraordinary General Meeting - 16,000,109
- percentage share in the votes represented at the Extraordinary General Meeting - 93.47%
- percentage share in the total vote - 83.70% Mennica Polska S.A.:
- the number of shares at the Extraordinary General Meeting - 1,013,955
- the number of votes at the Extraordinary General Meeting - 1,013,955
- percentage share in the votes represented at the Extraordinary General Meeting - 5.92%
- percentage share in the total vote - 5.30% The following shareholders held 5% or more of the votes at the Extraordinary General Meeting resumed after an adjournment on April 11th 2013:
Zakłady Azotowe w Tarnowie-Mościcach S.A.
- the number of shares at the Extraordinary General Meeting - 16,000,109
- the number of votes at the Extraordinary General Meeting - 16,000,109
- percentage share in the votes represented at the Extraordinary General Meeting - 99.45%
- percentage share in the total vote - 83.70%
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 2009, No. 185, item 1439, as amended)
Current Report No. 24/2013 Subject: Transactions in Grupa Azoty Zakłady Azotowe Puławy S.A.’s financial instruments Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments – transactions executed by persons with access to inside information Text of the report: The Management Board of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Company”) reports that on April 12th 2013 it received a notification pursuant to Art. 160.1 of the Act on Trading in Financial Instruments of July 29th 2005 (Dz. U. No. 183, item 1538, as amended) of transactions in the Company’s financial instruments made by a person who is legally obliged to serve a notification of such a transaction - a Member of the Company’s Management Board. The sale of 547 Company shares at a price of PLN 132.60 per share was executed on April 11th 2013 in response to the tender offer for Company shares announced on February 19th 2013 by Zakłady Azotowe w Tarnowie-Mościcach S.A. The notification was made on April 12th 2013 in Puławy. The notifying person did not consent to the publication of the data specified in Par. 2.1.1. of the Minister of Finance’s Regulation on the disclosure of information on some transactions in financial instruments and rules for drawing up and keeping a list of persons having access to inside information, dated November 15th 2005. Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz. U. of 2010., No. 211, item 1384, as amended).
Current Report No. 23/2013 Subject: Resumption of the Extraordinary General Meeting: a draft resolution submitted by a shareholder and resolutions of the Extraordinary General Meeting of April 11th 2013 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 the following documents attached as an appendix hereto:
- a draft resolution submitted by the shareholder State Treasury during the Extraordinary General Meeting on April 11th 2013
- the existing provisions of the Company’s Articles of Association and the text of amendments proposed by the shareholder State Treasury
- the text of resolutions adopted by the Extraordinary General Meeting on April 11th 2013
- the existing provisions of the Articles of Association and the text of amendments to the Articles of Association introduced by the Extraordinary General Meeting on April 11th 2013. The amendments to the Articles of Association will come into force as of the date of the relevant resolution, with effect from the date of entering the amendments in the Register of Entrepreneurs of the National Court Register. The Extraordinary General Meeting was resumed after the adjournment announced on March 15th 2013, which was reported by the Company in Current Report No. 15/2013. For the contents of resolutions adopted prior to the adjournment, see Current Report No. 17/2013 of March 15th 2013. Legal basis: Par. 38.1.2, Par. 38.1.5, 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 (Dz. U. No. 33, item 259, as amended).
Current Report No. 22/2013 Subject: Draft resolution on amendments to the Articles of Association submitted by a shareholder 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 today (on April 8th 2013) it received a proposal submitted by the shareholder Zakłady Azotowe w Tarnowie-Mościcach S.A. pertaining to item 9 of the agenda of the Extraordinary General Meeting (“Adoption of a resolution to introduce other amendments to the Company’s Articles of Association”) convened for March 15th 2013, to be resumed after an adjournment on April 11th 2013 in Warsaw. Pursuant to Art. 401.5 of the Commercial Companies Code and Par. 481.3 and Par. 55.4.3) of the Company’s Articles of Association, the shareholder Zakłady Azotowe w Tarnowie-Mościcach S.A. proposes to make amendments to the Company’s Articles of Association. The following documents are attached as an appendix hereto:
- a draft resolution on amendments to the Articles of Association submitted by the Shareholder
- the Shareholder’s proposal containing the existing provisions of the Articles of Association and the text of proposed amendments. Legal basis: Par. 38.1.2 and Par. 38.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. No. 33, item 259, as amended). A draft resolution on amendments to the Articles of Association submitted by the Shareholder The Shareholder’s proposal containing the existing provisions of the Articles of Association and the text of proposed amendments.
Subject: Transactions in Zakłady Azotowe Puławy S.A.'s financial instruments Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz.U. of 2010., No. 211, item 1384 as amended). Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (the “Company”) reports that on March 27th 2013, pursuant to Art. 160.1 of the Act on Trading in Financial Instruments of July 29th 2005 (Dz.U. No. 183, item 1538 as amended), it received a notification from Mr Jerzy Marciniak, Member of the Company Supervisory Board, concerning his acquisition of Company shares. Three Company shares were acquired on March 25th 2013 in a transaction executed during a regular trading session on the WSE. The price per share was PLN 131.50. The notification was filed on March 27th 2013 in Tarnów.
Subject: Submission of non-binding bid for shares in Zakłady Chemiczne Organika – Sarzyna S.A. Legal basis: Art. 56.1.1 of the Public Offering Act – inside information Text: The Management Board of Zakłady Azotowe Puławy S.A. reports that on March 25th 2013 it made a conditional offer to Ciech S.A. of Warsaw to acquire shares in Zakłady Chemiczne Organika – Sarzyna S.A. of Nowa Sarzyna (Organika – Sarzyna), representing 98.85% of the share capital of Organika – Sarzyna and conferring the right to 98.85% of the total vote at the company’s general meeting. In line with the adopted strategy to broaden the portfolio of products and services for the agricultural sector, Zakłady Azotowe Puławy S.A. is interested in the acquisition of Organika-Sarzyna, as a supplier of plant protection products. 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 – inside information.
Subject: Text of the draft resolutions submitted by shareholders during the Extraordinary General Meeting of ZA PUŁAWY held on March 15th 2013. Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of ZA Puławy (the “Company”) publishes draft resolutions submitted during the Extraordinary General Meeting of the Company held on March 15th 2013 by the Company shareholder, Zakłady Azotowe w Tarnowie-Mościcach S.A. 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 (Dz. U. No. 33, item 259, as amended).
Subject: Changes to the agenda of the Extraordinary General Meeting of ZA Puławy convened for March 15th 2013 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of ZA Puławy (the “Company”) reports that the Extraordinary General Meeting of the Company, held on March 15th 2013, accepted a request submitted by the Company shareholder, Zakłady Azotowe w Tarnowie-Mościcach S.A., to change the order of the agenda items so that item 6 (six) is renumbered as item 9 (nine), and items 7 (seven), 8 (eight), and 9 (nine) are renumbered as items 6 (six), 7 (seven), and 8 (eight), respectively. As a result, the Extraordinary General Meeting held on March 15th 2013 adopted the following agenda: 1. Opening of the Extraordinary General Meeting and election of the Chairperson.
2. Confirmation that the Extraordinary General Meeting has been properly convened and has the capacity to adopt resolutions.
3. Approval of the agenda.
4. Election of the Ballot Counting Committee.
5. Amendments to the Company Articles of Association (change of the Company name).
6. Changes in the composition of the Company Supervisory Board.
7. Adoption of resolutions to approve acquisition of non-current assets.
8. Determination of the remuneration rules and amounts for members of the Company Supervisory Board.
9. Adoption of resolutions to make other amendments to the Company Articles of Association.
10. Closing of the Meeting.
Legal basis: Par. 38.1.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. No. 33, item 259, as amended).
Subject: Adjournment of the Extraordinary General Meeting of ZA Puławy convened for March 15th 2013 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of ZA Puławy (the “Company”) reports that the Extraordinary General Meeting of the Company, convened for March 15th 2013, adopted a resolution on adjournment of the General Meeting. The Extraordinary General Meeting will be resumed at 11:00 am on April 11th 2013. The Meeting shall reconvene at the Business Centre Club’s head office at Plac Żelaznej Bramy 10, Warsaw, Poland. 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 (Dz. U. No. 33, item 259, as amended).
Subject: Changes in the composition of the Supervisory Board of ZA Puławy Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Subject: The Management Board of ZA Puławy (the “Company”) reports that the Extraordinary General Meeting of the Company, held on March 15th 2013, removed from the Company Supervisory Board, with effect from March 15th 2013, Ms Irena Ożóg, the Deputy Chairperson of the Supervisory Board, and Ms Marta Kulik-Zawadzka, member of the Supervisory Board. At the same time, the Extraordinary General Meeting appointed, with effect from March 15th 2013, Ms Barbara Golemo and Mr Jerzy Koziara to the Supervisory Board. Education, qualifications, career and professional experience of the new members of the Supervisory Board, as well as representations on their business activities conducted outside the Company are presented as an appendix hereto. 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 (Dz. U. of 2009, No. 33, item 259, as amended). Appendices:
Subject: Opening of liquidation proceedings with respect to Dom Wczasowy JAWOR Sp. z o.o., a subsidiary of ZA Puławy Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of ZA Puławy reports that on February 18th 2013 the Regional Court of Katowice, 14th Commercial Division, issued a decision in case No. XIV GC 326/12/HS, brought by ZA Puławy against Dom Wczasowy JAWOR Sp. z o.o. of Ustroń-Jaszowiec (“JAWOR”) for dissolution of the limited liability company, stating that JAWOR was to be dissolved. JAWOR did not file a request for the statement of reasons for the decision or appeal against the decision by the legally defined deadlines. Therefore, the decision became final on March 12th 2013, and hence, pursuant to Art. 274.1 of the Polish Commercial Companies Code, liquidation proceedings with respect to JAWOR were opened. In accordance with Art. 276 of the Polish Commercial Companies Code, the Company’s liquidator is the current President of the JAWOR Management Board – Beata Branc-Gorgosz. The court competent for filing information on the opening of the liquidation proceedings is the District Court in Bielsko-Biała, 8th Commercial Division of the National Court Register. JAWOR will file the information on the opening of the liquidation proceedings in the coming week. JAWOR is a subsidiary of ZA Puławy. ZA Puławy holds 99.96% of the total vote at the general meeting of JAWOR and 99.96% of shares in its share capital. Legal basis: Par. 5.1.24 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009, No. 33, item 259, as amended).
Subject: Gas fuel contracted for 2013, with a total value corresponding to the value of a 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 Zakłady Azotowe Puławy S.A. (the “Company”) reports that on March 12th 2013 an annex (Gas fuel volumes contracted in individual months of the contract year and contracted capacity) was signed to the high-methane gas purchase agreement concluded with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG S.A.”) on January 14th 1999 for an indefinite term. The annex specifies the capacity and volumes of gas fuel contracted for 2013. The agreement provides for the sale and supply of agreed volumes of natural gas by PGNiG S.A. The volumes and contracted capacity are agreed by the parties separately for each calendar year. In 2013, the value of the agreement is estimated at PLN 1,221m (VAT exclusive), which is more than 10% of the Company’s equity (significant agreement). Contractual penalties are as provided for in the annex of March 3rd 2011 (see Current Report No. 6/2011). The estimated aggregate value of the agreements executed between ZA Puławy and its subsidiaries with PGNiG S.A. in the period from March 12th 2012 to March 12th 2013 is PLN 1,225.8m. The highest-value agreement is the agreement described above. Legal basis: Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009 No. 33, item 259, as amended).
Subject: Position of the Management Board of ZA Puławy on the tender offer announced by Zakłady Azotowe w Tarnowie-Mościcach S.A. Legal basis: Art. 80 of the Public Offering Act - position of a company’s management board on tender offer Text of the report: Acting pursuant to Art. 80.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2009, No 185, item 1439, as amended) (the “Public Offering Act”), the Management Board of Zakłady Azotowe Puławy S.A. (the “Management Board”) (the “Company”, “ZA Puławy”) expresses its position (the “Position”) regarding the tender offer for the Company shares (the “Shares”) announced by Zakłady Azotowe w Tarnowie-Mościcach S.A. (the “Offeror”, “ZA Tarnów”) on February 19th 2013 (the “Tender Offer”) as a result of exceeding of the threshold of 66% of total vote in the Company.
Subject: Draft resolutions of the Extraordinary General Meeting of Zakłady Azotowe Puławy S.A. convened for March 15th 2013 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. publishes, in the form of appendices to this Report, draft resolutions to be decided on by the Extraordinary General Meeting of Zakłady Azotowe Puławy S.A. convened for March 15th 2013.
Current Report No. 8/2013 Subject: Extraordinary General Meeting of Zakłady Azotowe Puławy S.A. convened for March 15th 2013 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. convenes an Extraordinary General Meeting of Zakłady Azotowe Puławy S.A., to be held at the offices of Business Centre Club, at Plac Żelaznej Bramy 10, in Warsaw, at 11.00 am on March 15th 2013, as specified in the notice attached to this Report.
Subject: Sale of shares by ING OFE
Legal basis: Art. 70.1 of the Public Offering Act – acquisition or sale of a significant block of shares
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (ZA Puławy) reports that it has been notified by pension fund ING Otwarty Fundusz Emerytalny (ING OFE) of its disposal of ZA Puławy shares in response to the public tender offer announced by Zakłady Azotowe w Tarnowie-Mościcach S.A. Following the transaction, ING OFE's holding of ZA Puławy shares fell below 5% of total voting rights at the ZA Puławy's General Meeting. Prior to the transaction, ING OFE held 1,442,916 shares in ZA Puławy, representing 7.55% of ZA Puławy's share capital and representing 7.55% of total voting rights at the ZA Puławy's General Meeting. As at January 22nd 2013, ING OFE holds no shares in ZA Puławy.
Subject: Supplementary information to the notification of acquisition of Company shares
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (ZA Puławy) reports that it has received supplementary information from Zakłady Azotowe w Tarnowie-Mościcach S.A. (ZA Tarnów) regarding the notification of acquisition of shares (see Current Report No. 3/2013 of January 21st 2013).
According to the information provided by ZA Tarnów, the shares held by the company prior to the transaction referred to in the notification conferred the right to exercise 1,968,083 votes (10.3% of the total vote) at ZA Puławy's General Meeting, whereas the number of votes attached to the shares held by ZA Tarnów after the transaction is 16,000,109 (83.7% of the total vote). Consequently, ZA Tarnów has exceeded the 75% threshold in the number of votes held at ZA Puławy's General Meeting.
Subject: Sale of shares by a related party
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (the “Company”) reports that on January 22nd 2013, pursuant to Art. 160.1 of the Act on Trading in Financial Instruments of July 29th 2005 it was notified of a transaction in ZA Puławy's financial instruments executed by a member of the Company's Supervisory Board. Detailed information on the transaction is provided in an appendix hereto. Sale of shares by a related party
Subject: Notification of disposal of Company shares by the State Treasury Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (ZA Puławy) reports that it has been notified by the Polish State Treasury (the State Treasury) of its disposal of ZA Puławy shares in response to the public tender offer announced by Zakłady Azotowe w Tarnowie-Mościcach S.A. Before the transaction, the State Treasury held 9,686,248 shares in ZA Puławy, representing 50.67% of the Company's share capital and 50.67% of the total vote. In the transaction, the State Treasury disposed of 9,686,247 shares in ZA Puławy and as the date of the notification holds one share in the Company conferring the right to one vote. The State Treasury's share in ZA Puławy's share capital and total vote is 0.000005%.
Subject: Acquisition of shares by Zakłady Azotowe w Tarnowie-Mościcach S.A.
Legal basis: Art. 70.1 of the Public Offering Act – acquisition or sale of a significant block of shares
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. reports that it has been notified of the acquisition by Zakłady Azotowe w Tarnowie-Mościcach S.A. (ZA Tarnów) of 14,032,026 shares in Zakłady Azotowe Puławy S.A. (ZA Puławy), representing in aggregate 73.4% of ZA Puławy's share capital and conferring the right to 73.4% of the total vote at its General Meeting. Before the transaction, ZA Tarnów held 1,968,083 shares in ZA Puławy, representing 10.3% of the Company's share capital and 10.3% of the total vote. At present, ZA Tarnów holds in aggregate 16,000,109 shares in ZA Puławy, representing 83.7% of the Company's share capital and 83.7% of the total vote. ZA Tarnów has also stated in the notification that it intends to increase its share in ZA Puławy's total vote over the next 12 months.
Subject: Acquisition of shares in Zakłady Azotowe Puławy S.A. by Zakłady Azotowe w Tarnowie-Mościcach S.A.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments – transactions executed by persons with access to inside information
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (the “Company”) reports that on January 18th 2013, pursuant to Art. 160 of the Act on Trading in Financial Instruments of July 29th 2005, it was notified by Mr Jerzy Marciniak, a member of the Company's Supervisory Board, of the acquisition of shares in Zakłady Azotowe Puławy S.A. by Zakłady Azotowe w Tarnowie- Mościcach S.A. The notification is attached as an appendix hereto.
Subject: Transactions in Zakłady Azotowe Puławy shares
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments – transactions executed by persons with access to inside information
Contents: The Management Board of ZA Puławy S.A. hereby publishes, attached hereto as an appendix, details of a sale transaction executed by a person closely related to the obliged person (a member of the Management Board) in Zakłady Azotowe Puławy SA shares, received pursuant to Art. 160 of the Act on Trading in Financial Instruments (Dz.U. of 2005, No 183, item 1538, as amended).
Subject: Execution of an annex to the long-term power coal purchase agreement
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text: The Management Board of Zakłady Azotowe Puławy S.A. of Puławy (“the Company”) hereby reports that on December 28th 2012 an annex was signed to the Long-Term Power Coal Purchase Agreement of January 8th 2009 concluded with Lubelski Węgiel Bogdanka S.A. of Bogdanka.
The agreement provides for the delivery/sale of coal to the Company. The annex changes the quantities of power coal supplies to Zakłady Azotowe Puławy S.A. in 2012–2017 and the prices of power coal for 2013.
As a result of the execution of the aforementioned annex, the estimated value of the agreement (in the period from the date of its execution to the last date of its term, i.e. December 31st 2017) increased by PLN 94.7m (VAT-exclusive), or 9.8%, compared with the value given in Current Report No. 42/2011 of December 5th 2011, to a total of PLN 1,058m (VAT-exclusive), discounting any potential increases, deviations and tolerance, thereby exceeding 10% of the Company's equity and qualifying as a material agreement.
The other terms and conditions of the agreement, which do not differ from market standards applicable to agreements of this type, remain unchanged.
Subject: Removal of the Management Board Member – Commercial Proxy
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text: The Management Board of Zakłady Azotowe Puławy S.A. of Puławy (“the Company”) hereby reports that on December 27th 2012 the power of proxy (authorisation to represent the Company) granted to Mr Hubert Kamola was revoked. Mr Hubert Kamola will continue to serve as Sales Director.
Subject: Shareholders holding at least 5% of the total vote at the Annual General Shareholders Meeting held on December 18 2012
Legal basis: Art. 70.3 of the Public Offering Act – General Shareholders Meeting, list of shareholders holding over 5% of the total votes
Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the following shareholders held at least 5% of the total vote at the Annual General Shareholders Meeting of the Company, held on December 18 2012 in Warsaw.
1. The State Treasury:
- number of shares at the AGM - 9.686.248
- number of votes at the AGM - 9.686.248
- percentage share in the total vote at the AGM - 63,11% (in reference to the resolutions no.1-24 - the resolution have been published in the current report no. 56/2012)
- percentage share in the total vote at the AGM - 63,23% (in reference to the resolutions no.25-28 - the resolution have been published in the current report no. 56/2012)
- percentage share in the total vote - 50,67%
2. Zakłady Azotowe w Tarnowie-Mościcach S.A.
- number of shares at the AGM - 1.968.083
- number of votes at the AGM - 1.968.083
- percentage share in the total vote at the AGM - 12,82% (in reference to the resolutions no.1-24 - the resolution have been published in the current report no. 56/2012)
- percentage share in the total vote at the AGM - 12,85% (in reference to the resolution no.25-28 - the resolution have been published in the current report no. 56/2012)
- percentage share in the total vote - 10,29%
3. ING OFE:
- number of shares at the AGM - 1 400 000
- number of votes at the AGM - 1 400 000
- percentage share in the total vote at the AGM - 9,12% (in reference to the resolutions no.1-24 - the resolutions have been published in the current report no. 56/2012)
- percentage share in the total vote at the AGM - 9,14% (in reference to the resolution no.25-28 - the resolutions have been published in the current report no. 56/2012)
- percentage share in the total vote -7,32%
4.Mennica Polska S.A:
- number of shares at the AGM - 1.013.955
- number of votes at the AGM - 1.013.955
- percentage share in the total vote at the AGM - 6,61% (in reference to the resolutions no.1-24 the resolution have been Publisher in the current report no. 56/2012)
- percentage share in the total vote at the AGM - 6,62% (in reference to the resolution no.25-28 - the resolutions have been published in the current report no. 56/2012)
- percentage share in the total vote - 5,30%
Subject: Resolutions of the Annual General Meeting of Zakłady Azotowe PUŁAWY S.A., dated December 18th 2012
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text: The Management Board of Zakłady Azotowe Puławy S.A. presents the following documents, which are attached as appendices hereto:
Subject: Changes in the Supervisory Board
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Contents: The Management Board of the Zakłady Azotowe „Puławy” S.A. hereby reports that the Annual General Shareholders Meeting held on December 18th 2012 resolved to remove Mr Jacek Kudela from the Supervisory Board, and then resolved to appoint to the Supervisory Board with the effect from the resolution date Mr Jerzy Marciniak
Mr Jerzy Marciniak's curriculum vitae
Jerzy Marciniak, President of the Management Board, CEO
In 2008, Mr Marciniak was appointed, by open competition, as President of the Azoty Tarnów Management Board. In 2011, the company's Supervisory Board reappointed him for another term of office.
Mr Marciniak is a graduate of the Faculty of Mathematics, Physics and Chemistry at the Jagiellonian University of Kraków, and has completed a Postgraduate Management Course at the Faculty of Management at the University of Warsaw.
During his first term of office in the Azoty Tarnów Management Board, on June 30th 2008, the company was floated on the Warsaw Stock Exchange, which changed its position and prospects. The total value of the IPO was PLN 294.7m. The company became subject to the regulations governing the public market.
In 2010, Mr Marciniak oversaw further acquisitions of strategic importance to the company: purchase of 100% of shares in a German polyamide producer and 52.6% of shares in ZAK S.A. In the period, Azoty Tarnów successfully pursued all the investment objectives provided for in its Prospectus, implemented an IT development strategy and advanced IT oversight system. After the IPO, in 2009, Azoty Tarnów was included in the RESPECT Index, an exclusive group of 16 socially responsible listed companies in Poland (at present, there are 23 companies in the index).
In 2011, Mr Marciniak supervised further expansion of the Group, including the acquisition of 66% of shares in Z.Ch. Police S.A. in a tender offer and an additional 40.86% interest in ZAK S.A. Both equity investments were financed with proceeds from a successful SPO, valued at PLN 602.8m.
Mr Marciniak has been with Zakłady Azotowe w Tarnowie-Mościcach S.A. for many years now. In 1975–1983, he worked as a Designer of EPD Systems. Prior to returning to the company, since 2004 Mr Marciniak served as President of the Management Board of the Regional Development Agency of Tarnów. In 1999–2004, as director of the E. Szczeklik Specialist Hospital of Tarnów, he was responsible for efficient restructuring of the hospital, which was threatened with bankruptcy at the time.
In 1996–1998, Mr Marciniak was General Director of the Tarnów Province Office. From 1992 to 1995, he served as Director of the Regional Branch of the Farmers Social Insurance Fund (KRUS) in Tarnów, responsible for the establishment of the Branch and its four field offices. In 1983–1991, he held the post of Deputy Director for Pensions and Disability Benefits at the Tarnów Branch of the Social Security Institution (ZUS). From July 1st to December 31st 2002 and from January 11th 2005 to June 30th 2006, Mr Marciniak was President of the Management Board of SSA Unia Tarnów, a basketball club. Mr Marciniak is also a member of the Małopolska Economic Council.
Since 2011, he has been Chairman of the Z.Ch. Police S.A. Supervisory Board. Also, Mr Marciniak sits on the Consulting Board of the Hugon Kołłątaj University of Agriculture of Kraków.
Among other honours, Mr Marciniak was awarded with the Knight's Cross of the Order of Polonia Restituta by the President of Poland.
Mr Jerzy Marciniak is engaged in any activity competitive to the Company’s business in the scope of the activity run by Zakłady Azotowe w Tarnowie - Mościcach S.A. He is a member of a governing bodies in competitive joint stock companies - the President of the Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A. and the President of the Supervisory Board of Z.Ch. Police S.A. He is not engaged in any other competitive legal entity as a member of its governing body. Jerzy Marciniak is not entered in the Insolvent Debtors Register maintained by virtue of the National Court Register Act.
Subject: Decision of the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. concerning dividend
Legal basis: Art. 56.1.1 of the Public Offering Act – inside information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on December 18th 2012 the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. adopted a resolution on payment of dividend.
The Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. of Puławy resolved to allocate out of the amount of PLN 610,951,193.41 comprising net profit of PLN 595,561,193.41 earned in the financial year July 1st 2011 – June 30th 2012 and retained earnings of PLN 15,390,000.00 disclosed in the financial statements for the financial year July 1st 2011 – June 30th 2012 , for payment of dividend to shareholders. The dividend per share amounts to PLN 9.40
The dividend record date was set on December 27th 2012 r., the dividend will be paid out on January 15th 2013.
The remaining portion of net profit for the financial year July 1st 2011 - June 30th 2012 and retained earnings the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. resolved to allocate to:
a) statutory reserve fund – 414,509,193.41
b) bonuses for the Company’s employees (excluding members of the Management Board) paid out in accordance with the Collective Bargaining Agreement executed by the Company – PLN 16,761,000.00
Subject: Execution of a material contract for the purchase of catalytic gauzes
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text: The Management Board of Zakłady Azotowe Puławy S.A. (the "Company”, "ZA PUŁAWY") reports that on December 10th 2012 a contract was executed with Mennica Metale Szlachetne SA ("MMS") for the supply of a pack of catalytic-and-catchment gauzes made of precious metals (catalytic gauze is part of the nitric acid production installations at ZA Puławy) and the recovery of precious metals from scrap and waste.
Under the contract, MMS agreed to manufacture the gauzes on the terms and conditions stipulated in the contract, supply them to ZA Puławy, and, after the end of their useful life at ZA Puławy, recover precious metals from the gauzes. ZA Puławy agreed to collect the gauzes and pay the price calculated in line with contractual provisions. The value of this portion of the contract totals PLN 153m (based on precious metal prices and the EUR/PLN exchange rate as at November 26th 2012).
ZA PUŁAWY also agreed to supply scrap generated after the gauzes have been used, and MMS agreed to collect the scrap and pay a price calculated in line with contractual provisions for the precious metals contained in the scrap. The value of this portion of the contract totals PLN 122m (based on precious metal prices and the EUR/PLN exchange rate as at November 26th 2012).
The total contract value is PLN 275m and exceeds 10% of the Company's equity, which qualifies it as a material agreement.
The lead-time for each pack is six weeks until the collection date specified by ZA Puławy in a relevant order.
The contract has been made for three years and will continue in effect from its date until the later of December 31st 2015 and the date of withdrawal from use of the entire pack of various types of gauze intended for individual installations, with either party given an option to terminate the contract at a twelve months' notice.
The contract provides for the right to claim the following liquidated damages (with no caps set):
for the benefit of MMS: if ZA PUŁAWY collects the gauzes later than three business days after the collection date confirmed by MMS – 0.025% of the gauze production cost for each day of delay in collecting the gauzes;
for the benefit of ZA PUŁAWY: in the case of late supply of the gauzes – 0.25% of the value of gauzes that were not supplied on time, for each day of downtime caused by the failure to supply the gauzes and resulting in ZA PUŁAWY's failure to meet its commitments towards customers or in reduced output.
Furthermore, if either party terminates the contract with the end date of termination period falling before December 31st 2015, the terminating party is to pay the other party compensation in an amount equal to:
• aggregate value of orders that are not made/filled in the period between the contract termination date and December 31st 2015;
• aggregate value of scrap that is not delivered/collected (whose price is to be calculated using the weight of last supplied scrap) in the period between the contract termination date and December 31st 2015.
Payment of liquidated damages does not exclude the possibility to seek additional compensation on general terms.
So far, ZA Puławy's commercial cooperation with MMS was based on orders placed on an as-needed basis. The estimated value of transactions made with MMS over the last 12 months (including one-off orders and the agreement of December 10th 2012) is PLN 338m and exceeds 10% of the Company's equity, which qualifies the transactions as a material agreement.
The highest-value agreement is the agreement of December 10th 2012 mentioned above.
Subject: Execution of transaction agreements for the purchase of electricity that qualify as a material agreement
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text: The Management Board of Zakłady Azotowe Puławy S.A. (the "Company") reports that after a transaction agreement under a framework electricity purchase agreement with PGE Obrót S.A. of September 10th 2012 was executed on December 7th 2012, the estimated value of agreements made in the last 12 months with PGE Obrót S.A. has come to PLN 269m and exceeds 10% of the Company's equity (which stood at PLN 2,407,220 thousand as at September 30th 2012), which qualifies them as a significant agreement. The value of the agreements has been determined taking into account planned purchases of electricity for own needs and for resale.
The agreement with the highest value is that of December 3rd 2012. It specifies the amount and price of electricity for the period from January 1st 2013 until December 31st 2013. The agreement value is estimated at PLN 165m and includes the planned purchases of electricity for own needs and for resale. The agreement provides for the possibility to negotiate the volumes within a +/- 10% range of deviation from the amounts specified in the agreement. The agreement has been executed under the framework agreement with PGE Obrót S.A. of September 10th 2012, which provides for the sale of electricity to Zakłady Azotowe Puławy S.A.
The terms and conditions of the framework agreement and the transaction agreements concluded thereunder do not differ from the terms and conditions usually applied in agreements of this type. Neither the framework agreement nor transaction agreements include any conditions precedent or specify any date of events giving rise to a claim (dies a quo), or provide for any liquidated damages.
Subject: Inclusion of an item in the agenda of the Annual General Meeting at the request of a Shareholder
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (the “Company”) reports that following a request to include the item “Changes in the composition of the Company Supervisory Board” in the agenda of the Annual General Meeting convened for December 18th 2012, submitted pursuant to Art. 401.1 of the Commercial Companies Code by Zakłady Azotowe w Tarnowie-Mościcach S.A. (a Shareholder), it has resolved to change the agenda of the Annual General Meeting, published on November 21st 2012 in Current Report No. 49/2012 and on the Company’s website.
The agenda of the Annual General Meeting to be held on December 18th 2012 has been extended to include item 15, as requested by the Shareholder, and is as follows:
1. Opening of the Annual General Meeting and election of the Chairperson.
2. Confirmation that the Annual General Meeting has been properly convened and has the capacity to adopt resolutions.
3. Approval of the agenda.
4. Election of the Ballot Counting Committee.
5. Presentation of reports and assessments prepared by the Supervisory Board.
6. Review and adoption of resolutions to approve the Company’s separate financial statements for the period July 1st 2011–June 30th 2012 and the Directors’ Report on the Company’s operations in the period July 1st 2011–June 30th 2012.
7. Review and adoption of resolutions to approve the consolidated financial statements of the ZA Puławy Group for the period July 1st 2011–June 30th 2012 and the Directors’ Report on the operations of the ZA Puławy Group in the period July 1st 2011–June 30th 2012.
8. Adoption of resolutions to grant discharge in respect of performance of duties by members of the Management Board in the financial year July 1st 2011–June 30th 2012.
9. Adoption of resolutions to grant discharge in respect of performance of duties by members of the Supervisory Board in the financial year July 1st 2011–June 30th 2012.
10. Adoption of a resolution to distribute net profit for the period July 1st 2011–June 30th 2012 and profit brought forward, and set the dividend record and payment dates.
11. Adoption of a resolution to approve incorporation of a new company and acquisition of shares in that company.
12. Adoption of a resolution to approve acquisition of shares in another company.
13. Adoption of a resolution to award an annual bonus to the President of the Management Board.
14. Supervisory Board’s presentation of the outcome of the qualification process to select Management Board members and of the person elected to serve as the employees' representative on the Management Board.
15. Changes in the composition of the Company Supervisory Board.
16. Closing of the Annual General Meeting.
The draft resolution submitted by the Shareholder in relation to the item “Changes in the composition of the Company Supervisory Board” is attached hereto.
Subject: Convening of the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. for December 18th 2012
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. hereby calls the Annual General Shareholders Meeting of the Company, to be held at the offices of Business Center Club at Plac Żelaznej Bramy 10, Warsaw, Poland, at 10am on December 18th 2012, as stated in the notice of the meeting attached hereto.
Subject: Convening of the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. for December 18th 2012
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. hereby calls the Annual General Shareholders Meeting of the Company, to be held at the offices of Business Center Club at Plac Żelaznej Bramy 10, Warsaw, Poland, at 10am on December 18th 2012, as stated in the notice of the meeting attached hereto.
Subject: Transactions in Zakłady Azotowe Puławy shares
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments – transactions executed by persons with access to inside information
Contents: The Management Board of ZA Puławy S.A. hereby publishes, attached hereto as an appendix, details of a sale transaction executed by an obliged person (a member of the Supervisory Board) in Zakłady Azotowe Puławy SA shares, received pursuant to Art. 160 of the Act on Trading in Financial Instruments (Dz.U. of 2005, No 183, item 1538, as amended).
Subject: Appointment of Management Board Members
Legal Basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“ZA Puławy”) hereby reports that on November 16th 2012, following a selection process, the Supervisory Board appointed – with effect from the date of the Annual General Shareholders Meeting for FY 2011/2012 – the following persons to serve as Members of the Management Board of the next three-year joint term of office:
- Paweł Jarczewski – as President of the Management Board;
- Marek Kapłucha – as Member of the Management Board responsible for sales and marketing;
- Zenon Pokojski – as Member of the Management Board responsible for strategy and development;
- Marian Rybak – as Member of the Management Board responsible for investments.
Furthermore the Supervisory Board, in connection with the result of the election of a candidate to the Management Board carried out among the Company’s employees and following a selection process, appointed Mr Wojciech Kozak to the position of Member of the Management Board responsible for production and energy for a joint three-year term of office, with effect from the date of the Annual General Shareholders Meeting for the financial year 2011/2012.
The newly appointed Members of the Management Board are not engaged in any business competitive with respect to ZA Puławy’s business. None of them are partners in any competitive civil-law or other partnership, or members of a governing body of any corporation competing with ZA Puławy. None of the new Members of the Management Board are entered in the Register of Insolvent Debtors.
Subject: Execution of Consolidation Agreement with Zakłady Azotowe w Tarnowie-Mościcach S.A.
Legal basis: Art. 56.1.1 of the Public Offering Act – inside information
Text of the report: The Management Board of ZA Puławy (the “Company”) reports that on November 14th 2012 the Company and Zakłady Azotowe w Tarnowie-Mościcach S.A. (“Azoty Tarnów”) executed a consolidation agreement (the “Consolidation Agreement”), defining the terms of cooperation between the Company and Azoty Tarnów during the consolidation to be carried out following the registration of an increase in Azoty Tarnów’s share capital by way of issue of Series D shares to the Company shareholders (the “Share Capital Increase”).
The Consolidation Agreement is made in performance of and replaces the memorandum of understanding of September 20th 2012 (the “Memorandum of Understanding”), referred to in Current Report No. 37/2012 of September 20th 2012 and Current Report No. 45/2012 of October 30th 2012.
The Consolidation Agreement provides for a consolidation process to be carried out within a single group (the “Group”) in two stages. During the first stage, due to commence after the Share Capital Increase, the Parties will attempt to: (a) maximise cost synergies, particularly with respect to raw materials and shared utilities, (b) create synergies driven by expansion of mineral fertiliser production capacities, (c) create a comprehensive, flexible product portfolio for fertilisers, (d) tap into greater economies of scale and ensure higher efficiency of the Group's operations in the area of ammonia and nitric acid production capacities, (e) optimise logistics between the Group companies, (f) ensure permanent improvement of the Group’s competitive position and create conditions for its sustainable development on the global chemical and fertiliser market, while steadily raising the Group’s value for customers, adding value for shareholders, and maintaining due regard for the principles of sustainable development and corporate social responsibility, and (g) raise the value of the consolidated Group’s brand.
A special joint committee, comprising equal number of representatives of both Parties, will coordinate the consolidation process. In addition to overseeing the performance of the Consolidation Agreement and ensuring day-to day-cooperation between the Parties, the committee will be responsible for the preparation of a detailed consolidation plan, providing for the following assumptions and objectives: (a) the second stage of consolidation will be aimed at optimising the Group’s structure, management model and organisation so as to create an efficient organisation exploiting the full potential of synergies, (b) the Group’s operational model will reflect the segmental division of Group’s business areas within management centres in a manner reflecting the experience, knowledge, technological development and market position of both companies in relation to individual areas, and (c) the Group’s ownership structure will require optimisation.
Pursuant to the Consolidation Agreement, the Management Boards of the companies, acting within their corporate powers, will recommend to their respective Supervisory Boards that by the Share Capital Increase registration date the Management Board of each company (composed of four or six members) have the same number of representatives of both companies.
The Parties also defined the terms of use of the trade name of “Grupa Azoty” (Azoty Group) and agreed to add “Grupa Azoty” to the names of some of the Group companies and synchronise the financial year of the Group companies with the calendar year.
Pursuant to the Consolidation Agreement, in order to ensure a more stable shareholder structure and attract long-term investors, the Management Board of Azoty Tarnów will recommend in the future that the General Meeting of Azoty Tarnów adopt, taking into account the factors set forth in the Consolidation Agreement, resolutions on distribution of 40–60% of Azoty Tarnów’s separate net profit for a given financial year as dividend.
The Parties also agreed that the consolidation is to be carried out with due regard for the rules and obligations set forth in social agreements and collective bargaining agreements, and emphasised the need for constant cooperation fostering social dialogue.
The Management Board of Azoty Tarnów undertook to support, within its corporate powers, the execution of ZA PUŁAWY’s projects listed in the Agreement.
Furthermore, the Parties defined their mutual obligations and the rules governing disclosure requirements, intellectual property and personal data protection.
The Consolidation Agreement will come into force as of the Share Capital Increase registration date.
Disclaimer:
This communication is for information purposes only and does not represent, is not part of and should not be treated as, an offer or proposal to subscribe for, underwrite or otherwise acquire or dispose of any securities, including in particular shares in the Company or Azoty Tarnów. This communication or any part hereof may not be the basis of, and may not be relied upon, in connection with any agreement, commitment or investment decision concerning any securities of the Company, its Group companies, or Azoty Tarnów. This document is not a recommendation concerning any securities of the Company, its Group companies, or Azoty Tarnów.
Subject: Annex to the Memorandum of Understanding executed with Zakłady Azotowe w Tarnowie-Mościcach S.A.
Text of the report: Further to Current Report No. 37/2012 of September 20th 2012, the Management Board of Zakłady Azotowe Puławy S.A. (the "Company") reports that today Annex 1 to the Memorandum of Understanding has been signed with Zakłady Azotowe w Tarnowie-Mościcach S.A. ("ZA Tarnów"), defining the terms of cooperation between the parties and the terms of negotiations aimed at executing an agreement (the "Consolidation Agreement"). By virtue of the Annex, the Company and ZA Tarnów extended the deadline for the execution of the Consolidation Agreement with respect to corporate governance, segmental division of business areas and continuation of investment projects in progress, including the power sector projects, until November 14th 2012.
Subject: Execution of significant-value agreements with EGESA Grupa Energetyczna S.A.
Text of the report: The Management Board of Zakłady Azotowe PUŁAWY S.A. (the “Company”, the “Buyer”) reports that the aggregate value of agreements executed between the Company and EGESA Grupa Energetyczna S.A. (the “Seller”), formerly Entrade Grupa Sp. z o.o., over the last 12 months is estimated at PLN 241m. The highest-value agreement is the individual contract of October 29th 2012 executed under the indefinite-term framework agreement of April 17th 2012. The agreement provides for the sale of agreed volumes of natural gas to the Company. The agreement is performed through the execution of individual contracts. The term, pricing formula, contracted capacity and volume of gaseous fuel are in each case negotiated by the parties. The individual contract of October 29th 2012 was made for the period from January 1st 2013 to January 1st 2014 and its value is estimated at PLN 131m. The purchase price will be calculated used a pricing formula based on a day-ahead index of one of the European exchanges. The Buyer may refuse to collect gaseous fuel on days when the contract price exceeds the Seller's tariff price without incurring any penalties. The contract covers approximately 10% of the Company's projected demand in 2013.
The agreement provides for the following contractual penalties:
The Buyer is entitled to claim a contractual penalty for a reduction in the volume of or a failure to supply gaseous fuel through the fault of the Seller. The amount of the contractual penalty is calculated as the product of three times the fixed transmission charge at a given terminal for the declared contracted capacity and the number of hours for which supplies are withheld or restricted. The Seller is required to prove that the supplies were withheld or restricted for reasons beyond its control.
The payment of a contractual penalty does not prejudice the Buyer's right to seek additional compensation up to the amount of actual damage and/or expected lost profits.
Also, the Parties agreed that in the event of failure to supply gaseous fuel, depending on which Party defaults on its contractual obligations, the Seller will either impose on the Buyer additional charges corresponding to those levied by transmission system operators or grant the Buyer a discount in the amount received by the Seller from the transmission system operators.
The other terms and conditions of the agreement are in line with market standards applicable to this type of agreements.
Given that the aggregate value of the agreements executed with EGESA Grupa Energetyczna S.A. over the last 12 months exceeds 10% of the Company's equity, these agreements are deemed significant (as at June 30th 2012, the Company's equity stood at PLN 2,377,557 thousand).
Subject: Dividend Proposal - Supervisory Board’s
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. ("the Company") hereby reports that today, i.e. on October 25th 2012 the Supervisory Board endorsed the proposed distribution of net profit for the 2011/2012 financial year at the amount of PLN 595,561,193.41 and retained earnings for the previous year at the amount of PLN 15,390,000.00, totaling PLN 610,951,193.41 and dates concerning the dividend. The Management Board of the Company recommended:
-the amount of dividend to be paid to the shareholders is PLN 100,162,600.00, or PLN 5,24 per share.
-the dividend record date be set for December 27th 2012 and the dividend payment date for January 15th 2013.
The Management Board will submit the proposal together with the justification and the Supervisory Board’s opinion to the General Shareholders Meeting
Subject: Appointment of auditor
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. ("ZA Puławy") reports that an auditor has been appointed to review the semi-annual separate and consolidated financial statements and to audit the annual separate and consolidated financial statements of the Company for the financial year July 1st 2012 - June 30th 2013.
The auditor was appointed by the Company's Supervisory Board on October 25th 2012 in accordance with the Company's Articles of Association. The appointed firm is DORADCA Zespół Doradców Finansowo- Księgowych Sp. z o.o. ("DORADCA"), with registered office at Al. J. Piłsudskiego 1a, Lublin, Poland. DORADCA is entered in the list of qualified auditors of financial statements maintained by the National Chamber of Statutory Auditors under Reg. No. 232.
In the past, ZA Puławy engaged DORADCA to provide the following services:
- review of the semi-annual financial statements and audit of the financial statements of the Company for the financial years 2008/2009, 2009/2010, 2010/2011, 2011/2012;
- review of the semi-annual consolidated financial statements and audit of the annual consolidated financial statements of the Company for the financial year 2010/2011, 2011/2012;
- audit of financial statements of the subsidiaries;
- legal and tax advisory services, valuation of assets.
The auditing firm was appointed in accordance with the applicable regulations and professional standards.
Subject: Recommendation of the Management Board of Zakłady Azotowe Puławy S.A. concerning divided payment for the 2011/2012 financial year
Legal basis: Art. 56.1.1 of the Public Offering Act – inside information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. ("the Company") hereby reports that today, i.e. on October 19 2012 it has adopted a resolution on the distribution of net profit for the financial year July 1 2011 - June 30 2012 in the amount of PLN
595,561,193.41 and retained earnings of PLN 15,390,000.00, totalling PLN 610,951,193.41.
The recommended amount of dividend to be paid to the shareholders is PLN 100,162,600.00 or PLN 5.24 per share
The Management Board recommends that the remaining portion of net profit for the 2011/2012 financial year and retained earnings, equal to PLN 510,788,593.41, should be excluded from distribution to shareholders and allocated to:
a) statutory reserve funds: PLN 494,027,593.41
b) payment of a bonus (including overheads) to the Company's employees, with the exception of the Management Board members, in the amount of PLN 16,761,000.00.
The Management Board also proposes that the dividend record date be set for December 27 2012, and the dividend payment date for January15 2013.
The above recommendation of the Management Board requires that a relevant resolution be adopted by the Supervisory Board and the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A.
Subject: Resolutions adopted at the EGM held on October 15 2012
Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“Company”) hereby reports the resolutions adopted by the Extraordinary General Shareholders Meeting of the Company held on October 15 2012.
Subject: List of announcements published by Zakłady Azotowe “Puławy” S.A. in FY 2011/2012
Legal basis: Par. 65. 1 of Act on Public Offering – list of information published by issuer
Content: The Management Board of Zakłady Azotowe “Puławy” S.A. hereby announces the list of all current reports and periodic reports published by Zakłady Azotowe “Puławy” S.A in the 2011/2012 financial year. The originals of all current reports and periodic reports can be found at the headquarters of Zakłady Azotowe “Puławy” S.A. in Puławy, at Aleja Państwa Polskiego 13 as well as on the Zakłady Azotowe “Puławy” S.A website at www.zapulawy.pl "investor relations" section.
List of announcements published by Zakłady Azotowe “Puławy” S.A. in FY 2011/2012
Subject: Execution of memorandum of understanding with Zakłady Azotowe w Tarnowie-Mościcach S.A.
Legal basis: Art. 56.1.1 of the Public Offering Act – inside information
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (the "Company") reports that today a Memorandum of Understanding has been signed with Zakłady Azotowe w Tarnowie-Mościcach S.A. ("ZA Tarnów"), defining the terms of cooperation between the parties and the terms of negotiations aimed at executing an agreement (the "Consolidation Agreement") defining the terms of consolidation of both companies within a single group (the "Group").
The Consolidation Agreement will define in particular the system of corporate governance at the Company and ZA Tarnów, as well as the operational model for the Group, including segmental division of the Group's business areas within management centres, in a manner reflecting the experience, knowledge, technological development and market position of both companies. In accordance with the Memorandum of Understanding, after the share capital of ZA Tarnów is increased through the issue of Series D shares, the Management Board of each company will recommend to their respective Supervisory Boards that they appoint the same number (two or three) of members of the existing Management Boards to the new Management Boards of the respective companies. The parties agreed that the name of the Group will be the "Azoty Group".
Pursuant to the Memorandum of Understanding, the Group's integration and development strategy will be aimed at fostering permanent improvement of the Group's competitive position and creating conditions for its sustainable development on the global chemical market, with steady value enhancement. The key strategic goals of the Group will be as follows: inclusion of the Azoty Group shares in the WIG20 index, delivering one of the highest rates of return in the industry for shareholders of the Group companies, and remaining one of the leading producers of fertilisers in Europe as well as a major global player.
The parties agreed to use their best efforts to execute the Consolidation Agreement in two stages: by October 30th 2012 - with respect to corporate governance, segmental division of the Group's business areas, continuation of investment projects in progress, including the power sector projects, and within 30 days following registration by the registry court of the share capital increase at ZA Tarnów - with respect to the strategy and synergies. The plan to execute the Consolidation Agreement in two stages is a consequence of limited information exchange between the Company and ZA Tarnów due to restrictions imposed by anti-trust laws. The Consolidation Agreement will come into effect and be performed on condition that the offering of Series D shares in ZA Tarnów is successfully carried out and if as a result of the offering ZA Tarnów and the Company form the Group.
As part of the negotiations, the parties will review and analyse the organisational structures of the companies to form the Group, as well as their financial standing and investment projects.
The parties will appoint a steering committee comprising their representatives and advisers. The committee will be overseeing the performance of the Memorandum of Understanding and the negotiations concerning the Consolidation Agreement.
Disclaimer:
This communication is for information purposes only and does not represent, is not part of and should not be treated as, an offer or proposal to subscribe for, underwrite or otherwise acquire or dispose of any securities, including in particular shares in the Company or ZA Tarnów. This communication or any part hereof may not be the basis of, and may not relied upon, in connection with any agreement, commitment or investment decision concerning any securities of the Company, companies of its Group or ZA Tarnów. This document is not a recommendation concerning any securities of the Company, companies of its Group or ZA Tarnów.
Subject: Draft resolutions of the Extraordinary General Meeting of Zakłady Azotowe Puławy S.A. convened for October 15th 2012
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. has attached hereto draft resolutions to be decided on by the Extraordinary General Meeting of Zakłady Azotowe Puławy S.A. convened for October 15th 2012. Draft resolutions of the Extraordinary General Meeting of Zakłady Azotowe Puławy S.A. convened for October 15th 2012
Subject: Extraordinary General Meeting of Zakłady Azotowe Puławy S.A. convened for October 15th 2012
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. has convened an Extraordinary General Meeting of Zakłady Azotowe Puławy S.A., to be held at the offices of Business Centre Club, at Plac Żelaznej Bramy 10, in Warsaw, at 11.00 am on October 15th 2012, as specified in the notice attached to this report. Extraordinary General Meeting of Zakłady Azotowe Puławy S.A. convened for October 15th 2012
Subject: Sale of significant block of shares
Legal basis: Art. 70.1 of the Public Offering Act – acquisition or sale of a significant block of shares
Text of the report: Acting pursuant to Art. 70.1 of the Act of July 29th 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies (consolidated text: Dz.U. of 2009, No. 185, item 1439, as amended), the Management Board of Zakłady Azotowe Puławy S.A. has attached hereto a notification received from Companies Węglowa S.A. concerning sale, in response to a tender offer, of shares in Zakłady Azotowe Puławy S.A. Sale of significant block of shares
Subject: Correction of the number of Current Report No. 33/2012 of August 14th 2012
Text of the report: The Management Board of Zakłady Azotowe PUŁAWY S.A. reports that in Current Report No. 33/2012 of August 14th 2012, entitled "Revision of estimated financial results of the ZA PUŁAWY Group for the financial year 2011/2012" there occurred an editing error related to the numbering of the report. The error consisted in assigning an incorrect number to the report.
The incorrect number was:
Current Report No. 33/2012
The correct number is:
Current Report No. 32/2012
Otherwise the text of the report remains unchanged.
As a result of the correction, another Current Report to be published by the Company will be numbered 33/2012.
Subject: Acquisition of significant block of shares
Legal basis: Art. 70.1 of the Public Offering Act – acquisition or sale of a significant block of shares
Text of the report: Acting pursuant to Art. 70.1 of the Act of July 29th 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies (consolidated text: Dz.U. of 2009, No. 185, item 1439, as amended), the Management Board of Zakłady Azotowe Puławy S.A. has attached hereto a notification received from Zakłady Azotowe w Tarnowie-Mościcach S.A. concerning acquisition, in connection with a tender offer, of shares in Zakłady Azotowe Puławy S.A. Acquisition of significant block of shares
Subject: Revision of estimated financial results of the ZA PUŁAWY Group for the financial year 2011/2012
Legal basis: Art. 56.1.1 of the Public Offering Act – inside information
Text of the report: The Management Board of Zakłady Azotowe PUŁAWY S.A. reports that, following a tax inspection and clarification of certain issues surrounding the interpretation of corporate income tax, it makes an upward revision of the estimate of the ZA PUŁAWY Group's net profit for the financial year 2011/2012 from PLN 554m (as presented in Current Report No. 30/2012 of July 13th 2012) to PLN 600m.
Subject: Preliminary agreement on sale of agricultural enterprise in Suchodoły
Text of the report: Further to Current Report No. 17/2012 (of May 29th 2012) concerning the agreement with Instytut Nawozów Sztucznych of Puławy on the use of biotechnology processes, the Management Board of Zakłady Azotowe PUŁAWY S.A. (“ZA PUŁAWY”, “the Company”) hereby reports that on July 23rd 2012 the Company and Chmiel Polski S.A. (in bankruptcy by liquidation) of Lublin executed a preliminary agreement on sale of an agricultural enterprise located in Suchodoły, the Fajsławice Commune, forming an organised part of business (“the Enterprise”) comprising tangible and intangible assets within the meaning of Art. 551 of the Polish Civil Code, for a consideration of PLN 10,800,000.00 (ten million, eight hundred thousand złoty). The final Enterprise sale agreement will be executed by November 30th 2012, upon the satisfaction of the following conditions precedent:
1) ZA Puławy obtains an approval of its governing bodies for purchase of the Enterprise;
2) the current lessee does not exercise its right of first refusal with respect to the Enterprise.
The Enterprise is to be contributed to a special purpose vehicle planned to be established as a joint venture between ZA Puławy and Instytut Nawozów Sztucznych of Puławy.
The Enterprise will be used as a feedstock, logistics and storage base for supercritical extraction of plant materials with the use of carbon dioxide, ensuring adequate supplies of feedstock to reach optimum production volumes.
For Zakłady Azotowe Puławy S.A. the developments described above mark another stage of cooperation with Instytut Nawozów Sztucznych in new areas of operation by expanding the ZA Puławy Group's offering to include high value added products based on natural renewable materials.
Subject: Estimated financial results of the ZA PUŁAWY Group in the financial year 2011/2012
Text of the report: The Management Board of Zakłady Azotowe PUŁAWY S.A. (“ZA PUŁAWY”, the “Company”) hereby reports that in order to give the Company shareholders a more comprehensive view of the ZA PUŁAWY Group's performance in the financial year 2011/2012 (from July 1st 2011 to June 30th 2012), and in connection with the ongoing tender offer for Company shares announced on June 18th 2012 by Synthos S.A., as well as the publication date of the consolidated financial statements of the ZA PUŁAWY Group and the separate financial statements of ZA PUŁAWY (due on September 18th 2012), it has decided to publish the estimated consolidated financial results of the ZA PUŁAWY Group for the financial year 2011/2012.
According to the estimates, revenue of the ZA PUŁAWY Group for the financial year 2011/2012 will reach approximately PLN 3.947bn, compared with PLN 2.882bn in the prior year, which represents an approximately 37% year-on-year increase.
Estimated net profit earned by the ZA PUŁAWY Group in the financial year 2011/2012 will amount to approximately PLN 554m, compared with PLN 279m the year before, which represents an approximately 99% year-on-year increase.
EBITDA for the financial year 2011/2012 is estimated at circa PLN 776m, while cash and cash equivalents as at June 30th 2012 are expected to reach PLN 571m.
The above estimates are based on the actual results for April and May 2012, and the provisional results for June 2012.
The above results may be affected by events or circumstances occurring in the period between the date of this report and the date on which the consolidated financial statements of the ZA PUŁAWY Group are approved for publication, as well as by information obtained by the Company in that period. Therefore, the information and figures included in this report may differ from those disclosed in the consolidated financial statements of the ZA PUŁAWY Group for the financial year 2011/2012.
Subject: Dates of release of periodic reports in the financial year 2012/2013
Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information
Content: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”), in relation to Art.103 item 1 of the Regulation of the Ministry of Finance from February 19th, 2009 on current and periodical information to be published by issuers of securities and conditions of consideration of information required by the law of nonmember country’s law as equal (“the Regulation”) publishes the dates of release of periodic reports in the financial year 2012/2013, starting July 1st 2012 and ending June 30th 2013:
1. Consolidated quarterly reports:
Q1 2012/2013 - 14 November 2012
Q3 2011/2012 - 15 May 2013
2. Consolidated semi-annual report for H1 2012/2013 - 28 February 2013
3. Annual reports for financial year 2011/2012
Consolidated annual report - 18 October 2012
Unconsolidated annual report - 18 October 2012
In relation to Art.83 item 1 of the Regulation consolidated quarterly reports will include unconsolidated quarterly reports. Thus the Company will not publish a separate unconsolidated quarterly reports.
In relation to Art.83 item 3 of the Regulation consolidated semi-annual report will include unconsolidated semi-annual report.
In relation to Art. 101 item 1 and 2 of the Regulation the Company also resigned from publication of quarterly report for Q4 2011/2012 and Q2 2012/2013.
Subject: Shareholders Holding at Least 5% of the Total Vote at the Extraordinary General Shareholders Meeting held on July 4th 2012
Legal basis: Art. 70.3 of the Public Offering Act – General Shareholders Meeting, list of shareholders holding over 5% of the total votes
Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the following shareholders held at least 5% of the total vote at the Extraordinary General Shareholders Meeting of the Company, held on July 4th 2012 in Warsaw.
1. The State Treasury:
number of shares at the Extraordinary General Shareholders Meeting – 9 686 248
number of votes at the Extraordinary General Shareholders Meeting – 9 686 248
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 76,02%
percentage share in the total vote – 50,67%
2. Kompania Węglowa S.A.
number of shares at the Extraordinary General Shareholders Meeting – 1 892 385
number of votes at the Extraordinary General Shareholders Meeting – 1 892 385
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 14,85%
percentage share in the total vote – 9,9%
3. ING OFE:
number of shares at the Extraordinary General Shareholders Meeting - 1 400 000
number of votes at the Extraordinary General Shareholders Meeting - 1 400 000
percentage share in the total vote at the Extraordinary General Shareholders Meeting- 10,99%
percentage share in the total vote -7,32%
4. Mennica Polska S.A.
number of shares at the Extraordinary General Shareholders Meeting – 965 155
number of votes at the Extraordinary General Shareholders Meeting – 965 155
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 7,58%
percentage share in the total vote – 5,05%
Subject: The Management Board’s position regarding the tender offer of Synthos S.A.
Legal basis: Art. 80 of the Public Offering Act – the position of the management board on the announced tender offer
The text of the report: The position of the Management Board of Zakłady Azotowe Puławy S.A. regarding the tender offer to buy shares in the company, as announced by Synthos S.A. on June 18th 2012.
Acting pursuant to Art. 80.1 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: Dz.U. of 2009, No. 185, item 1439, as amended) (the “Act on Public Offering”), the Management Board of Zakłady Azotowe Puławy S.A. (the “Management Board”) (the “Company”, Puławy) hereby presents its position (the “Position”) regarding the tender offer to buy shares in the Company (the “Shares”), announced on June 18th 2012 (the “Original Tender Offer”) and amended on July 2nd 2012 (the “Tender Offer”) by Synthos S.A. (the “Bidder”, “Synthos”). In accordance with the Tender Offer announced under Art. 74.1 of the Act on Public Offering, the Bidder intends to acquire 19,115,000 Shares representing 100% of the total number of Shares and 100% of the total number of voting rights at the Company’s General Shareholders Meeting (the “General Shareholders Meeting”).
Following the announcement of the Original Tender Offer:
• on June 22nd 2012, five trade union organisations (Międzyzakładowy Związek Zawodowy Pracowników Zakładów Azotowych Puławy S.A. w Puławach, Międzyzakładowa Organizacja Związku Zawodowego Inżynierów i Techników przy Zakładach Azotowych Puławy Spółka Akcyjna, NSZZ Solidarność Komisja Międzyzakładowa w Zakładach Azotowych Puławy S.A., Związek Zawodowy Pracowników Ruchu Ciągłego Zakładów Azotowych Puławy S.A., Związek Zawodowy Kadra - Azoty przy Zakładach Azotowych Puławy S.A.) (the “Trade Union Organisations”) presented their position regarding the Tender Offer to the Management Board. The position of the Trade Union Organisations has been attached as appendix 1 hereto (“Appendix 1”);
• on June 25th 2012, the employees council at Zakłady Azotowe Puławy S.A. (the “Employees Council”) presented its position regarding the Tender Offer to the Management Board. The position of the Employees Council has been attached as appendix 2 hereto (“Appendix 2”).
• on July 2nd 2012, the Bidder published information concerning amendment to the Original Tender Offer, consisting in modification of items 9, 10 and 32 thereof, and the consolidated text of the Tender Offer.
• on July 5th 2012, Rothschild Polska sp. z o.o. (“Rothschild”) provided the Management Board with a written opinion regarding the price proposed in the Tender Offer. Rothschild serves the role of the Company’s financial advisor, it does not act on behalf of any other entity in relation to the Tender Offer and it does not assume liability for the opinion issued to any other entity, but the Company. The aforementioned opinion has been attached as appendix 3 (“Appendix 3”) hereto.
I. Reservations
For the purposes of preparation of this Position, information and data derived from the following sources have been analysed by the Management Board:
• the documents comprising the Tender Offer;
• the position of the Trade Union Organisations operating at the Company and its subsidiaries, as published in Current Report No. 22/2012 of June 22nd 2012;
• the position of the Employees Council, as published in Current Report No. 23/2012 of June 25th 2012; and
• the opinion issued by Rothschild, concerning the price proposed in the Tender Offer, of July 5th 2012.
Except for a review of the sources of information and data referred to above, for the purposes of preparation of this Position, the Management Board has not taken any action aimed at obtaining or analysing any other additional information derived from sources other than the Company.
The Management Board and the Company assume no liability for the correctness, fairness, completeness or adequacy of the information and data derived from the aforementioned sources.
This Position is not to be construed as a recommendation to buy or sell financial instruments referred to in Art. 42 of the Act on Trading in Financial Instruments (consolidated text: Dz.U. of 2010, No. 211, item 1384, as amended). Each investor or shareholder should conduct an independent assessment of the terms and conditions set out in the Tender Offer, and to obtain advice from their advisors having the qualifications necessary to take a decision whether to respond to the Tender Offer, whereas any decision concerning the sale of Shares in response to the Tender Offer should be an independent investment decision of each investor (shareholder).
II. The effect of the Tender Offer on Puławy’s corporate interests, including its workforce, the Bidder’s strategic plans with respect to Puławy and their potential impact on Puławy’s workforce and place of its business
Puławy holds the leading position in the fertiliser industry, with a share in the nitrogen fertiliser production capacity in Poland and in the European Union of over 50% and approximately 10%, respectively. Additionally, Puławy is the third melamine manufacturer in the world, holding an approximately 8% share in the global market, the second caprolactam producer in Poland, a leader in the AdBlue market in Poland as well as Poland’s only manufacturer of hydrogen peroxide. Due to a convenient geographical location of Puławy in a region experiencing stable growth, the Company may use the benefits of growing fertiliser consumption in the region as well as expanding wood processing industry, which in turn allows it to earn an additional premium in the local markets.
By 2017, it is the Puławy Group’s intention to change its profile from a leading Central European nitrogen fertiliser and chemical product manufacturer to a strong chemical and fertiliser group controlling a wide value chain, with an attractive market offering. To that end, Puławy has acquired the shares in GZNF Fosfory sp. z o.o. of Gdańsk as well as Azoty-Adipol S.A. of Chorzów. For three years, Puławy has been implementing an investment program, aimed mainly at increasing its production capacity with respect to the key products as well as improving the efficiency of its facilities. The expenditure incurred by Puławy for that purpose has now exceeded PLN 1 billion. The Oxygen Generating Plant – Ammonia – Urea complex, which allowed the Company to increase its urea production capacity from 970,000 to 1,215,000 tonnes per year and to reduce its raw material consumption, was a major investment in that period. At present, Puławy is carrying out an investment project involving the construction of a flue gas desulphurisation unit, as a result of which the Company’s fertiliser production will increase as early as at the end of 2012. Additionally, Puławy is implementing significant projects under the New Fertiliser Complex initiative with the objective to include new fertiliser products containing sulphur in the Company’s offering. Puławy has obtained the permits required to carry out the aforementioned projects in the Puławy sub-zone of the Starachowice Special Economic Zone. At present, the Company is also constructing an ammonia storage and distribution facility to increase its ammonia storage capacity by 15,000 tons. The investment is carried out with the objective to increase the production potential of Puławy, ensure raw material diversification and reduce costs.
Puławy is the largest individual consumer of natural gas in Poland. Using approximately 1 billion cubic metres of natural gas a year, it accounts for approximately 8% of the Polish demand for the fuel. Currently, in cooperation with PGE GiEK S.A., Puławy is implementing the Puławy Power Plant construction project. In the future, the plant could be fuelled with shale gas derived from Polish deposits.
The product strategy adopted by Puławy focuses on two key areas, namely agriculture and the chemical sector.
As regards agriculture, Puławy intends to reach end users with its offering and to deliver additional benefits through ongoing agribusiness service quality enhancement. To that end, Puławy has established a Competence Centre, which is a union of agribusinesses, agricultural associations, research and science institutes as well as Polish agricultural universities, aimed at development of optimal solutions to increase competitiveness of the Polish agricultural industry, which will be closely related to development of Puławy’s fertiliser business. As for the chemical sector, Puławy acts as a supplier of products which increase competitiveness of end users in the global market.
The aforementioned strategy focuses on maximization of the value of Puławy in the long term, which is aimed at increasing the benefits for the shareholders. The above objective is also accomplished through the Company’s dividend policy.
Puławy is one of the largest companies and employers in the Province of Lublin. As a consequence of its strategy, Puławy has managed to substantially increase its production, while maintaining stability of employment.
It has been pointed out by the Bidder in the Tender Offer that it is planning to take action aimed at improving the efficiency of Puławy with the use of the technological support and investment capacity of the Bidder. According to the Management Board, there are no grounds for the Bidder’s implementation of such plans in practice, due to its business profile and a lack of experience in the areas of the Puławy Group’s operations. The Management Board is convinced that the Bidder has not formulated any definite investment plans with respect to Puławy or provided information on specific expected product synergies in the Tender Offer. General information on raw material source synergies, as contained in the Tender Offer, has not been sufficient for the Management Board to evaluate their effect on the financial performance.
In the Tender Offer, the Bidder has not presented its position regarding the investment projects implemented and planned by Puławy nor has it provided any information as to how the Share acquisition is to be financed or how the financing is to be secured. Therefore, a risk exists that the financing structure may adversely affect the implementation of Puławy’s investment plans, especially if the borrowing costs are to encumber the assets of Puławy in the future.
Furthermore, the Management Board believes that by pointing out the possible increase in the number of products offered, transfer of know-how and experience as well as the intended use of finished products, the Bidder focuses mainly on benefits to be derived from the potential acquisition of Shares by the Bidder’s group only. It has not presented any tangible benefits arising from the investment in Puławy which would increase the Company’s value. According to the Management Board, in the Tender Offer, the Bidder failed to acknowledge Puławy’s interest, particularly in the context of possible inclusion of Puławy in the structure of the Bidder’s group following the Tender Offer. As no definite plans have been formulated by the Bidder in the Tender Offer in this respect, the Management Board may not rule out that the Bidder will abandon the strategy, dividend policy, investment plans and employment policy pursued by Puławy so far.
Additionally, the Management Board would like to emphasise that in the Tender Offer, the Bidder has not addressed the issue of the Tender Offer’s effect on the Company’s workforce, the interests of its employees as well as the potential implications of the Tender Offer for employment at Puławy. Thus, there is no assurance that the Bidder will not modify the adopted employment policy following acquisition of the Shares in the Tender Offer. Therefore, the Management Board shares the reservations and concerns presented in the positions of the Trade Union Organisations and the Employees Council. Furthermore, in the Tender Offer, the Bidder does not provide any information on its strategic plans as regards the location of the Company’s business, hence a risk of adverse impacts in this area exists.
The Management Board would like to point out that so far the Bidder has not made any attempt to contact Puławy’s management in order to provide assurance that the strategy adopted by the Company will be implemented or to resolve the uncertainties surrounding the Tender Offer.
It is worth noting that in the event that the Tender Offer is successfully completed by the Bidder and the Shares representing at least 90% of the total voting rights in the Company are acquired, the Bidder (individually or jointly with its subsidiaries or parent companies, including entities being parties to the agreement referred to in Art. 87.1.5 of the Act on Public Offering) will gain the right to demand a mandatory buyout of Shares, as provided for in Art. 82.1 of the Act on Public Offering. The aforementioned right may be exercised within three months of the date when the 90% threshold is reached or exceeded.
Additionally, should the number of Shares purchased by the Bidder in the Tender Offer be sufficient to adopt a resolution to cancel share dematerialization at the General Shareholders Meeting (the majority of 4/5 of votes cast in the presence of shareholders representing at least a half of the share capital), the resolution may be passed by the General Shareholders Meeting, which, in consequence, will lead to filing an application with the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) for a consent to reintroduce the certificated form of the Shares (cancel dematerialisation of the Shares) and their delisting from the Warsaw Stock Exchange.
III. The Management Board’s position regarding the Share price proposed in the Tender Offer
As for the price proposed in the Tender Offer, the Management Board would like to point out that pursuant to Article 79 of the Act on Public Offering the price per Share proposed in the Tender Offer may not be lower than:
• the average market price from the three months of trade in the Shares on the main market preceding the announcement of the Tender Offer;
• the average market price from the six months of trade in the Shares on the main market preceding the announcement of the Tender Offer;
• the highest price paid for the Shares tendered in the tender offer, by the entity announcing the Tender Offer, its subsidiary or parent company, or an entity with which it concluded the agreement referred to in Art. 87.1.5 Act on Public Offering, within 12 months preceding the announcement of the Tender Offer; or
• the highest value of assets or rights which the entity announcing the Tender Offer or its subsidiary or parent company, or an entity with which it concluded the agreement referred to in Art. 87.1.5 Act on Public Offering, delivered in exchange for the Shares tendered in the Tender Offer, within 12 months preceding the announcement of the Tender Offer.
The average market price is a price determined as the arithmetic mean of the average daily Share prices, weighted by the trading volume at the Warsaw Stock Exchange in a specified period.
Pursuant to item 10 of the Tender Offer:
• the average market price for the Shares from the last three months preceding the date of the Tender Offer is PLN 98.85;
• the average market price for the Shares from the last six months preceding the date of the Tender Offer is PLN 93.02;
• neither the Bidder nor any of its subsidiaries or parent companies acquired any Shares during the period of twelve months preceding the date of the Tender Offer;
• the Bidder is not a party to an agreement referred to in Art. 87.1.5 of the Act on Public Offering.
Pursuant to the Tender Offer, the price to be paid for the Shares is PLN 102.50. However, at the time of the Tender Offer, the Bidder will modify the price as follows:
• shares tendered from July 9th 2012 to July 20th 2012 (including those dates) will be acquired at PLN 102.50 (the “Tender Offer Price”) per Share;
• shares tendered from July 21st 2012 to August 7th 2012 will be acquired at PLN 98.85 (the “Reduced Tender Offer Price”) per Share.
The Management Board appreciates the Bidder’s interest in the Company and the proposal made to the shareholders to sell their Shares in the Tender Offer.
However, it also believes that the Tender Offer Price falls considerably below Puławy’s fair value which should be measured taking into account certain facts, some of which are presented below:
• in the period from July 1st 2011 to March 31st 2012 Puławy reported a marked year-on-year growth in revenue, from PLN 1,995 billion to PLN 2,932 billion;
• in the period from July 1st 2011 to March 31st 2012 Puławy reported a marked year-on-year growth in net profit, from PLN 176 million to PLN 480 million;
• net cash balance as at March 31st 2012 was PLN 405 million, whereas the Company’s EBITDA for the last four reported quarters amounted to PLN 797 million. Thus, the valuation of Puławy calculated on the basis of the Tender Offer implies that the EBITDA multiple is as low as 1.95x;
• during the past three years, Puławy has implemented an investment program worth over PLN 1 billion which contributed to improved efficiency, already reflected in the published financial results, and which is expected by the Management Board to fully translate into the efficiency ratios in the periods to come. As a result of the investment programme, the average consumption of natural gas per one tonne of ammonia output was reduced down to 845 m3/tNH3 (a tonne of ammonia) as compared with the average of 1100 m3/tNH3 at similar plants worldwide;
• promising prospects as regards the demand for and prices of agricultural products as well as mineral fertilisers in Poland and internationally.
For apparent reasons, our opinion that the Tender Offer Price grossly underestimates the fair value of Puławy applies even more so to the Reduced Tender Offer Price.
IV. Summary of the Management Board’s position
Considering the factors outlined above, the Management Board’s opinion on both the Tender Offer Price and the Bidder’s plans with respect to Puławy is definitely negative. The Bidder’s potential assumption of control over Puławy may pose a threat to the consistent implementation of the adopted growth strategy and have an adverse impact on the value of the Puławy Group. Moreover, the Management Board shares the reservations raised by the Trade Union Organisations and the Employees Council regarding the Tender Offer, also on account of the fact that no employment-related plans for the Puławy Group have been presented.
Therefore, the Management Board recommends the shareholders to refrain from tendering their Shares for sale in response to the Tender Offer.
Subject: Settlement of a collective dispute
Contents: The Management Board of Zakłady Azotowe Puławy S.A. reports that on July 5th 2012 an agreement was signed between Związek Zawodowy Pracowników Ruchu Ciągłego Zakładów Azotowych Puławy S.A. (Trade Union of Plant Staff of Zakłady Azotowe Puławy S.A.), Społeczny Związek Zawodowy Pracowników Zakładów Azotowych Puławy S.A. (the Social Trade Union of Employees of Zakłady Azotowe Puławy S.A.), and Zakłady Azotowe Puławy S.A. as the Employer. The agreement has acted to settle the collective dispute initiated by the two trade unions on June 20th 2012 (see Current Report No. 24/2012).
In response to the demands submitted as part of the collective dispute:
I. Following consultations and meetings held directly with the employees at the Nitrate, Sulphate, and Caprolactam Packaging Unit, the Employer proposed new arrangements providing for improved working conditions and higher remuneration relative to previous proposals. The new arrangements resulted from changes in the workplace organisation and amendments to the payroll system following modernisation of the nitrate packaging shop as well as introduction of uniform payroll system at the parallel Melamine and Urea Packaging Unit. The Employer extended the group of employees covered by the new arrangements by including the employees working outside the piecework system. All employees signed the agreement voluntarily.
II. As for the other demands, the Employer explained that:
1. According to the OHS consultants, it is allowed to perform an activity involving the operation of a telpher to lower two 600 kg bags.
2. Having employees work overtime after the third shift is permitted under Art. 151 of the Polish Labour Code.
The arrangements made and explanations given served as the basis for signing an agreement which ends the collective dispute.
Subject: Resolutions adopted at the EGM held on July 4th 2012
Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“Company”) hereby reports the resolutions adopted by the Extraordinary General Shareholders Meeting of the Company held on July 4th 2012.
Resolutions adopted at the EGM held on July 4th 2012
Subject: Declaration of a collective dispute by trade unions
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. (the "Company") hereby reports that on June 26th 2012, acting pursuant to Art. 8 of the Act on Resolving Collective Disputes of May 23rd 1991, the Company filed a notification with the Regional Labour Inspectorate of Lublin concerning the declaration of a collective dispute by two out of six trade unions operating at the Company, i.e. Społeczny Związek Zawodowy Pracowników Zakładów Azotowych Puławy S.A. and Związek Zawodowy Pracowników Ruchu Ciągłego Zakładów Azotowych Puławy S.A. The trade unions submitted the following demands to the Company:
a) "to discontinue attempts to reduce the pay of employees at the nitrate, sulphate, and caprolactam packaging unit (HL-1) without reducing the workload. To discontinue attempts to apply pressure on the employees in order to force them to renew their contracts on unfavourable terms";
b) “to stop the infringement of OHS regulations in an attempt to increase productivity (for instance making a single person load onto freight cars two 600 kg bags of nitrate hanging from a single hook without the adequate safety equipment, or making employees work overtime after the third shift)."
The parties did not agree their positions and no arrangements have been made with respect to demands listed in the trade unions' letter. The Company believes that the demand put forward in item a) may not be subject to collective dispute given Art. 4.1 of the Act on Resolving Collective Disputes of May 23rd 1991. Furthermore, the Company believes that the allegations and demands put forward in item b) are unjustified.
The Management Board of the Company will undertake statutory actions aimed at resolving the dispute.
Subject: Position of the employee council concerning the tender offer announced by Synthos S.A.
Text of the report: Acting pursuant to Art. 80.3 of the Act of July 29th 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies (consolidated text: Dz.U. of 2009, No. 185, item 1439, as amended), the Management Board of Zakłady Azotowe Puławy S.A. (the "Company") hereby publicly presents the position, received on June 25th 2012, of the Company Employees Council operating pursuant to the Act on the provision of information to and consultations with employees of April 7th 2006 (Dz.U. of 2006, No. 79, item 550) addressed to Mr Mikołaj Budzanowski, the Minister of State Treasury, concerning the tender offer for Company shares announced on June 18th 2012 by Synthos S.A.
Subject: Position of the company trade unions concerning the tender offer for shares
Legal basis: Art. 56.1.1 of the Public Offering Act – inside information
Text of the report: Acting pursuant to Art. 80.3 of the Act of July 29th 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies (consolidated text: Dz.U. of 2009, No. 185, item 1439, as amended), the Management Board of Zakłady Azotowe Puławy S.A. (the "Company") hereby publicly presents the position, received on June 22nd 2012, of five out of the total of six trade unions operating at the Company concerning the tender offer for Company shares announced on June 18th 2012 by Synthos S.A.
The position is as follows:
"The chemical industry consolidation centred around Zakłady Azotowe Puławy S.A. and carried out with the assistance of the Ministry of State Treasury led to the creation of a strong corporate group able to successfully compete on the domestic and international markets. Record-high performance confirms the Puławy Group's strong position. In Q3 2011/12, the Group turned in net profit of PLN 244.7m, compared with PLN 197.8m in Q3 2010/11. Net profit posted by the Group for the first three quarters (July 1st 2011–March 31st 2012) of the financial year came to PLN 480.4m. The excellent financial performance would not be possible if it were not for the well thought-out strategy and investments, and the commitment and responsibility of our employees.
Zakłady Azotowe Puławy S.A. is a company experiencing a rapid growth. In Q3 2011/2012, the Company incurred capital expenditure of PLN 52.5m (PLN 182.8m from the beginning of the financial year), which was spent mainly on the following projects: construction of the flue gas desulphurisation unit, construction of the ammonia storage and distribution facility, construction of the new fertilisers complex, and modernisation of the ammonium nitrate packaging shop. The construction of an approximately 900 MW power plant is planned in partnership with PGE.
In the tender offer for Puławy shares, Synthos explained that it intends to improve Puławy's efficiency through synergies as well as "technological support and investment capacity of the offeror". According to Synthos, additional benefits are to be derived from the optimisation of natural gas purchase costs.
Zakłady Azotowe Puławy S.A. is the third largest gas consumer in Poland, and the largest individual recipient, with approximately one billion cubic metres used annually. Raw materials, semi-products and energy represent just under 70% of total costs, of which 50% is the cost of gas purchases. Over the past few years, we placed a strong focus on pursuing projects whose ultimate goal is to improve our efficiency. The Oxygen Generation Plant – Ammonia – Urea, the most recent project of key importance to our Company enhanced urea output but reduced gas consumption. Following the implementation of capex programme, Puławy consumes only 845 cubic metres of gas per each tonne of ammonia output, compared with the global average of 1100 cubic metres. Hence, we already enjoy competitive advantage and are well positioned for achieving excellent performance, even taking into account the varying natural gas prices around the world.
Inferring from the tender's explanatory note, no measurable benefits or projects are offered to Puławy by Synthos. We would also like to indicate that the potential acquisition of shares in Puławy will mean that Synthos will gain control over the other group companies, i.e. GZNF Fosfory and Zakłady Azotowe Adipol Chorzów. The price offered by Synthos grossly fails to reflect the actual value of the Puławy Group.
Considering the above, the Trade Unions trust that the Minister of State Treasury will not rely solely on the Puławy current stock price or prospects of short-term gains in making the relevant decision. The actual value of Zakłady Azotowe Puławy S.A. and other Group companies may only be established over a longer time horizon, as the value is bound to grow by the year.
Also, certain intangible aspects of the Company's presence must be taken into account. Zakłady Azotowe Puławy S.A. is the largest company in the poor Lublin region, and the largest employer providing an opportunity to earn a living to thousands of people. It is a recognised supporter of sports and culture. It is the pride of the Lublin region.
Numerous restructuring efforts carried out by Synthos following its new acquisitions, which mainly consist in large-scale lay-offs, have alarmed our community. Also, for reasons known only to Synthos, two investment projects related to synthetic rubber production (valued at EUR 100m) are being carried out by the company in the Czech Republic! Therefore, our concerns that the synergies and investments mentioned in the tender offer are only the product of analysts' creativity rendered on paper to take over our company are fully justified.
We expect that the Minister of State Treasury and the other shareholders reject Synthos' offer.
The decision to reject the offer will enable us to bring to completion the strategic undertaking of continued development and independent growth of the Puławy Group and the Ministry of State Treasury to retain its shareholding in the Company.
Subject: Disposal of shares in subsidiary Elektrownia Puławy Sp. z o.o.
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. ("Puławy") reports that:
- in performance of the Joint Venture Agreement of May 31st 2011 concluded between Puławy and PGE Górnictwo i Energetyka Konwencjonalna S.A. of Bełchatów (PGE GiEK), concerning joint execution of a project involving the construction of the Puławy Power Plant, to be carried out through MELAMINA III Sp. z o.o., presently Elektrownia Puławy Sp. z o.o. (the "Company"), which Puławy reported in Current Report No. 11/2011; and
- in performance of Resolution No. 5 of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. of August 16th 2011, published in Current Report No. 19/2011, which obliges Puławy to notify the shareholders of the performance of each provision of the Resolution, including disposal of Company shares;
on June 18th 2012, Zakłady Azotowe Puławy S.A. disposed of 11,074 Company shares with a par value of PLN 1,000 per share, representing 50% of the Company's share capital, for the aggregate price of PLN 11.1m to PGE Górnictwo i Energetyka Konwencjonalna S.A. of Bełchatów. If the intended use of the Company's real estate is effectively changed so that the real estate can be used for the development and operation of the power plant, said price for the shares will be increased by PLN 8.8m. Given its industry expertise, PGE GiEK will be responsible for exercising supervision over the Company's operations.
Subject: Funding commitment for a project owned by Elektrownia Puławy Sp. z o.o.
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. ("Puławy") reports that on June 18th 2012 Puławy made a funding commitment to Elektrownia Puławy Sp. z o.o. (the "Company"), formerly MELAMINA III Sp. z o.o., for a power plant construction project pursued under the Joint Venture Agreement with PGE Górnictwo i Energetyka Konwencjonalna S.A. (PGE GiEK) of May 31st 2011 (for details see Current Report No. 11/2011 and Current Report No. 13/2012) in the amount of PLN 1.3bn VAT-exclusive (representing 50% of the estimated project value) or such a lesser amount that would correspond to Puławy's reduced share in the project, as permitted under the Joint Venture Agreement which stipulates that Puławy and PGE GiEK provide funds for the project pro rata to their interests in the Company's share capital.
The commitment was made in anticipation of the launch of a public procurement procedure to select the general contractor for the project.
The commitment has been provided for an indefinite period starting June 18th 2012.
Subject: Draft Resolutions of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened on July 4th 2012
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: The Management Board of Zakłady Azotowe “Puławy” S.A. hereby publishes the text of draft resolutions to be debated by the Company’s Extraordinary General Shareholders Meeting on Jully 4th 2012.
Subject: Convening of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. for July 4th 2012
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Text of the report: The Management Board of Zakłady Azotowe Puławy S.A. hereby calls the Extraordinary General Shareholders Meeting of the Company, to be held at the offices of Business Center Club at Plac Żelaznej Bramy 10, Warsaw, Poland, at 11am on July 4th 2012, as stated in the notice of the meeting attached hereto.
Subject: Agreement with Instytut Nawozów Sztucznych of Puławy concerning the use of biotechnology
Legal basis: Art. 56.1.1 of the Public Offering Act - inside information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on May 28th 2012 an agreement was signed with Instytut Nawozów Sztucznych of Puławy (“INS”), defining the terms and conditions of the Parties' collaboration in commercial use of advanced biotechnology processes - extraction of plant materials under supercritical parameters with the use of carbon dioxide. The agreement sets forth the minimum requirements for the launch of industrial production based on the plant material and hop extraction technologies and for trading in the extraction products by a special purpose vehicle established by the Parties (“the SPV”). Execution of the project is subject to fulfilment of a number of formal and organisational requirements by December 31st 2012, including:
- ensuring suitable warehouse space and an adequate amount of feedstock supplies to support an economically viable production level,
- obtaining clearances from the General Shareholders Meeting of Zakłady Azotowe Puławy S.A., the Minister of Economy, and the Minister of State Treasury, necessary to establish the special purpose vehicle.
The Parties assume that the newly established vehicle will be a company whose only shareholders will be INS and Zakłady Azotowe Puławy S.A., each holding 50% the SPV's share capital. The share capital will be established as follows:
1) Zakłady Azotowe Puławy S.A. will pay for its shares in cash or by way of a contribution in kind,
2) INS will pay for its shares in cash or by way of contribution of a long-term lease of a hop extraction unit (with a maximum annual capacity of 1,200 tonnes), intellectual property rights to the hop extraction technology, or cash - provided it executes agreements with the SPV concerning processing and distribution of products manufactured using the hop extraction technology.
Moreover, INS will execute agreements with the SPV concerning processing and distribution of products manufactured using the plant materials extraction unit (with a maximum annual capacity of 1,800 tonnes).
For Zakłady Azotowe Puławy S.A. the developments described above primarily mean entering new areas of operation by expanding the ZA Puławy Group's offering with high value added products based on natural renewable materials. According to the business plan of the project, the SPV's annual revenues may range from PLN 30m to PLN 70m.
Subject: Resignation of a Management Board Member
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby reports that on May 28th 2012, Mr Andrzej Kopeć tendered his resignation from the post of Member of the Management Board of Zakłady Azotowe Puławy S.A. due to his assumption of other duties.
Subject: Share capital increase at the subsidiary executing the Puławy Power Plant construction project
Legal basis: Art. 56.5 of the Public Offering Act - information update
Contents: The Management Board of ZA Puławy S.A. hereby reports that:
- in performance of the joint-venture agreement of May 31st 2011 concluded between the Company and PGE Górnictwo i Energetyka Konwencjonalna S.A. of Bełchatów, concerning joint execution of a project involving the construction of the Puławy Power Plant, to be carried out through MELAMINA III Sp. z o.o., which the Company reported in Current Report No. 11/2011, and
- in performance of Resolution No. 5 of the Extraordinary General Shareholders Meeting of ZA Puławy S.A. of August 16th 2011, published in Current Report No. 19/2011, which obliges ZA Puławy to notify the shareholders of the performance of each provision of the Resolution, including changes in the share capital of MELAMINA III Sp. z o.o., on May 9th 2012, the Annual General Shareholders Meeting of MELAMINA III Sp. z o.o. adopted a resolution concerning a PLN 22,000,000 increase in the company's share capital, by way of amendment to the company's articles of association, to PLN 22,148,000, through the creation of 22,000 new, equal and indivisible shares, with a par value of PLN 1,000 per share, acquired in their entirety by the company's existing shareholder ZA Puławy S.A. and paid for with cash. Further, the General Shareholders Meeting of MELAMINA III Sp. z o.o. adopted a resolution concerning an amendment to MELAMINA III Sp. z o.o.'s articles of association whereby the name of the company is changed to Elektrownia Puławy Sp. z o.o., and approval of the disposal of 50% of the shares in MELAMINA III Sp. z o.o. to PGE Górnictwo i Energetyka Konwencjonalna S.A. following the increase in the company's share capital.
Subject: Resolution of collective dispute
Legal basis: Art. 56.5 of the Public Offering Act – information update
Contents: In reference to the current reports concerning the collective dispute between trade unions and the employer, as well as the resulting industrial action (20/2011, 6/2012, 7/2012, 11/2012, 12/2012), the Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on May 9th 2012 an agreement was signed between the trade unions which were parties to the dispute, i.e. the Trade Union of Plant Engineering Staff (Związek Zawodowy Pracowników Ruchu Ciągłego Zakładów Azotowych Puławy S.A.) and the Social Trade Union of Employees of Puławy S.A. (Społeczny Związek Zawodowy Pracowników Zakładów Azotowych Puławy S.A.), and the Management Board. The agreement resolves the collective dispute commenced on August 17th 2011.
With respect to the demands submitted in the course of the dispute, the trade unions involved and the Employer have agreed as follows:
I. The Employer will appoint a team including one representative of each trade union active at the Employer. The team's task will be to develop a Code of Ethics defining the rules of conduct to be followed by the Employer's employees in labour relations. Once the Code of Ethics is prepared, the Employer will implement it at the Company.
II. The Employer will organise monthly meetings attended by a representative of the Management Board, the Social Labour Inspector and representatives of all trade unions active at the Employer. The purpose of the meetings will be to report any issues related to safety at work.
III. With respect to pay demands:
a) 10% pay rises for the Company's employees will be implemented. The new pay rates will be effective as from the first day of the month directly following the month in which the relevant documents are registered with the State Labour Inspection Authority.
b) Each employee will receive an additional benefit in the amount of 6% of his/her remuneration for the period from January 1st 2012 to the last day of the month in which the above-mentioned documents are registered with the State Labour Inspection Authority.
c) The Employer will guarantee that funds in the amount of 5% of total base pay are available for payment of employee bonuses. The payment of bonuses from these funds is conditional upon the preparation and implementation of new bonus award rules.
The other four trade unions which did not enter into the collective dispute approved the amendments to the remuneration rules described in Section III above.
The effect of the implementation of the new remuneration rules, including bonus award rules, on salaries and wages is estimated at PLN 28m p.a.
Subject: Next stage of the implementation of the Puławy Power Plant project – agreement concerning the heat supply contract
Legal basis: Art. 56.1.1 of the Public Offering Act – inside information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. of Puławy (the Company) hereby reports that on May 9th 2012, in performance of the Joint Venture Agreement (the Joint Venture Agreement) concluded on May 31st 2011 between the Company and PGE Górnictwo i Energetyka Konwencjonalna S.A. of Bełchatów (PGE GiEK), concerning joint execution of a project involving the construction of the Puławy Power Plant (the Power Plant), as reported by the Company in Current Report No. 11/2011, the Company resolved to:
I.
• approve the results of the Power Plant Feasibility Study prepared under the Joint Venture Agreement and agree for the study to be the basis for the Company's participation in the Power Plant project, with the reservation that the contracting party MELAMINA III Spółka z o.o. of Puławy (MELAMINA III), which is responsible for the construction of the Power Plant, should once again review the profitability of the project prior to determining the amount which it intends to apply towards financing of the project and which will be revealed just before the final bids are opened;
• select the technological solution for the construction of the Power Plant as described in the Feasibility Study assuming the construction of a 800–900 MWe CCGT dual unit without a back-up boiler house, and a process link between the Power Plant and the Company's CHP Plant.
II.
The Company further reports that in connection with the decisions referred to in Section I above, in performance of the Joint Venture Agreement, on May 9th 2012 PGE GiEK and MELAMINA III signed an Agreement concerning the terms and conditions for the supply of useful heat (the Terms and Conditions Agreement).
• The Terms and Conditions Agreement defines the terms and conditions on which the Company and MELAMINA III undertake to conclude a contract for the supply of useful heat (the Heat Supply Contract) to the Company from the future Power Plant to be constructed and operated by MELAMINA III.
• The Company and MELAMINA III are to sign the Heat Supply Contract one month prior to the submission of final bids in the tender proceedings for the selection of the general contractor of the Power Plant. The Heat Supply Contract is to be signed for a definite period; heat is to be supplied and accepted from January 1st 2018 to December 31st 2041.
• The Company's future liabilities under the Heat Supply Contract are estimated at PLN 13bn over the entire period from January 1st 2018 to December 31st 2041. The estimate was made on the assumption that the price of heat supplied to the Company by MELAMINA III is lower than the cost of generating heat by the Company's CHP Plant, assuming it is coal fired.
• The Terms and Conditions Agreement stipulates that the Heat Supply Contract will provide for contractual penalties for failure to perform or improper performance of the contract, including the following:
a) If MELAMINA III fails to perform its obligation to supply the agreed quantities of heat, the Company shall have the right to demand that MELAMINA III pay a contractual penalty in the amount equal to (i) 20% of the value of the heat it has failed to supply and additionally 15% of that value where the quantity of the heat supplied is below 50% but above 0% of the quantities agreed, or (ii) 75% of the value of the heat it has failed to supply, where MELAMINA III's failure to supply the agreed quantities of heat results from the heat having been sold to a customer other than the Company. The penalty will not prejudice the Company's right to seek additional damages in an amount fully covering the loss incurred on general terms.
b) If the Company fails to perform its obligation to accept the agreed heat quantities, the Company will pay a contractual penalty in the amount equal to (i) 35% of the value of the heat it has failed to accept or (ii) 75% of that value, where the Company's failure to perform results from the Company's satisfying its demand for heat with heat supplied by the Power Plant's competitors. The penalty will not prejudice MELAMINA III's right to seek additional damages in an amount fully covering the loss incurred on general terms.
c) If MELAMINA III discontinues to supply the agreed quantities of heat, the supplies are discontinued for more than 30 days and PGE GiEK fails to appoint persons indicated by the Company to the Management Board of MELAMINA III, the Company shall have the right to demand that PGE GiEK pay a contractual penalty in the amount of PLN 2m for each day of discontinued heat supplies. If heat supplies under the contract are discontinued for more than 60 days, then, in addition to the contractual penalty, the Company will have the right to demand that PGE GiEK sell its shares in MELAMINA III to the Company, on terms provided for in the Joint Venture Agreement. The penalty will not prejudice the Company's right to seek additional damages in an amount fully covering the loss incurred on general terms.
d) If the Company discontinues to accept the agreed quantities of heat and acceptance is discontinued for more than 30 days, the Company shall be obliged to pay a contractual penalty in the amount of PLN 2m for each day of discontinued heat acceptance.
• The Terms and Conditions Agreement provides for the expiry of the obligation to conclude or perform the Heat Supply Contract if the Company or PGE GiEK abandons the Power Plant project.
Zakłady Azotowe Puławy S.A. currently holds 100% of the shares in MELAMINA III. Under the Joint Venture Agreement, PGE Górnictwo i Energetyka Konwencjonalna S.A. of Bełchatów has undertaken to purchase 50% of the shares in MELAMINA III following a share capital increase at that company. The shares are to be acquired prior to the conclusion of the Heat Supply Contract.
The Heat Supply Contract to be concluded between the parties would be a significant agreement, as its value exceeds 10% of the Company's equity.
Subject: Suspension of industrial action
Legal basis: Art. 56.5 of the Public Offering Act - information update
Contents: The Management Board of ZA Puławy hereby reports that today it was notified of a decision by the Strike Committee to suspend the industrial action at 12.00 on March 26th 2012. The action started on March 17th 2012 (see Current Report No. 11/2012). The strike has not interrupted the Company’s operations nor has it affected production security or output volumes.
Subject: Start of strike action
Legal basis: Art. 56.5 of the Public Offering Act – information update
Contents: Further to Current Report No. 7/2012 of March 6th 2012 on the decision to launch strike action on March 17th 2012, communicated to the Company by the General Meeting of Delegates of the Związek Zawodowy Pracowników Ruchu Ciągłego ZA PUŁAWY S.A. (ZZPRC) trade union, the Management Board of ZA Puławy S.A. hereby reports that the strike action of the Company’s employees was launched today, i.e. on March 17th 2012. The strike will not involve any work stoppages. However, workers will remain on the Company’s premises after their shift is over (the Company is run in continuous operation).
According to the organisers’ declarations, the strike will not interrupt the Company’s operations or affect production security.
Subject: Change in estimated value of gaseous fuel contracted for 2012
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Contents: Further to Current Report No. 4/2012 of February 17th 2012 concerning gaseous fuel contracted for 2012 with a total value of a significant agreement, the Management Board of ZA Puławy S.A. reports that on March 16th 2012 it was notified of decision No. DTA-4212-53(29)/2011/2012/652/V/AG issued by the President of the Energy Regulatory Office on March 16th 2012, approving a new tariff for PGNiG gaseous fuel. The tariff, due to take effect as of April 1st 2012, will have a bearing on the value of gaseous fuel contracted for 2012.
Following the approval of the new tariff, the price of natural gas for the Company will increase by 16.88% (assuming maximum consumption of contracted gas). Taking into account the transmission costs and assuming that consumption equals the contracted capacity, the price of gaseous fuel for the Company will rise by 16.04%.
Due to the increase, the estimated VAT-exclusive value of the agreement for 2012 will rise from PLN 1,152m (see Current Report No. 4/2012) to PLN 1,288m.
The other terms and conditions of the agreement remain unchanged.
Subject: Resolutions adopted at the EGM held on March 9th 2012
Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“Company”) hereby reports the resolutions adopted by the Extraordinary General Shareholders Meeting of the Company held on March 9th 2012.
Subject: Collective dispute – form of strike action
Legal basis: Art. 56.1.1 of the Public Offering Act - inside information
Contents: Further to Current Report No. 6/2012 of March 6th 2012, the Management Board of ZA PUŁAWY S.A. (“the Company”) hereby reports that on March 6th 2012 it was notified that the General Meeting of Delegates of the Związek Zawodowy Pracowników Ruchu Ciągłego ZA PUŁAWY S.A. (ZZPRC) trade union decided to launch strike action at the Company on March 17th 2012. The protest will have the form of a sit-down strike.
According to declarations of ZZPRC, the action will not interrupt the Company’s operations or affect production security.
Subject: Collective dispute – results of the strike ballot
Legal basis: Art. 56.1.1 of the Public Offering Act - inside information
Contents: In relation to the collective dispute in place at the Company (see Current Report No. 20/2011 of August 17th 2011), the Management Board of ZA Puławy S.A. (“the Company”) hereby reports that on March 6th 2012 the Company received a report from the chairman of the Związek Zawodowy Pracowników Ruchu Ciągłego Zakładów Azotowych "Puławy" S.A. trade union on the results of the strike ballot held among employees of ZA Puławy. The report states that:
1. The ballot, organised by the Ballot Committee, was held between February 7th and March 5th 2012
2. The number of employees who took part in the ballot was 1,726, representing 52.62% of ZA Puławy’s total headcount (as at February 29th 2012)
3. The votes were counted, and the following results were established:
- question one – Do you support the demands put forward by the trade unions in the collective dispute? – 1,549 affirmative votes, representing 89.7% of the total votes,
- question two – Are you in favour of strike action to support the demands? – 1,354 affirmative votes, or 78.4% of the total votes
4. In accordance with the provisions of the Act on Resolving Collective Disputes, the Committee recognises the ballot as valid.
5. The results of the ballot authorise the trade unions involved in the collective dispute to declare strike action.”
The ballot was organised by the Związek Zawodowy Pracowników Ruchu Ciągłego Zakładów Azotowych "Puławy" S.A. and Społeczny Związek Zawodowy Pracowników Zakładów Azotowych "Puławy" S.A. trade unions, acting independently of the Company. The Company has not been able to ascertain if the ballot was properly conducted.
The Management Board also reports that pay negotiations are currently underway with all the trade unions.
Subject: Correction of data in H1 2011/2012 report
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy Spółka Akcyjna hereby reports that due to an editing error incorrect data was published in the Discussion and Analysis of the ZA Puławy Group’s results for Q2 of the financial year 2011/2012, for the period October 1st–December 31st 2011, attached to ZA Puławy's semi-annual report for the period July 1st–December 31st 2011 (published on February 29th 2012), in Table 6 on page 23 under the following items: Operating profit/ (loss), Net finance income/expenses, and Share in profit/ (loss) of subordinated entities valued with equity method. Attached to this Current Report is a list of the erroneous and corrected values.
The corrections have no effect on other information included in the Discussion and Analysis, nor on financial data and information disclosed in other parts of the semi-annual report.
Subject: Gaseous fuel contracted for 2012 with a total value of a significant agreement
Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on February 17th 2012 an annex was executed (Gaseous fuel volumes contracted in individual months of the contract year and contracted capacity) to the high-methane gas purchase agreement concluded with PGNiG SA on January 14th 1999 for an indefinite period. The annex specifies the capacity and gaseous fuel volumes contracted for 2012.
The agreement provides for sale and supply of specific volumes of natural gas by PGNiG SA. The volumes and contracted capacity are agreed by the parties separately for each calendar year. In 2012, the value of the agreement is estimated at PLN 1,152m (VAT exclusive), which is more than 10% of the Company’s equity (significant agreement). The agreement value has been determined based on the prices and charge rates set out in the gaseous fuel tariff currently in effect, as well as the capacity and gas volumes contracted under the annex. The investment projects executed at ZA Puławy have increased its production capacities, which is reflected in the higher capacity and natural gas volumes contracted relative to the previous year.
The provisions of the agreement introduced by the annex of March 3rd 2011, which the Company reported in Current Report No. 6/2011, apply with respect to contractual penalties.
Subject: xxx Contents: xxx
Subject: Convening of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. for March 9th 2012 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby calls the Extraordinary General Shareholders Meeting of the Company, to be held at the offices of Business Center Club at Plac Żelaznej Bramy 10, Warsaw, Poland, at 11am on March 9th 2012, as stated in the notice of the meeting attached hereto.
Subject: Closing of the transaction involving purchase of shares in Azoty-Adipol S.A. Legal basis: Art. 56.5 of the Public Offering Act - information update Contents: The Management Board of Zakłady Azotowe Puławy S.A. ("the Issuer") hereby reports that, on January 4th 2012, the Issuer purchased 2,550,000 (two million, five hundred and fifty thousand) ordinary registered shares ("Shares"), representing in total 85% (eighty-five per cent) of the share capital of Azoty-Adipol S.A., through Powszechna Kasa Oszczędności Banku Polskiego Spółka Akcyjna Oddział - Dom Maklerski PKO Banku Polskiego w Warszawie of Warsaw, an investment firm. The transaction was executed under the conditional agreement concerning the purchase of the shares in Azoty-Adipol S.A., concluded between Zakłady Azotowe Puławy S.A. and the State Treasury on October 20th 2011, which the Issuer reported in Current Report No. 27/2011 (the Issuer announced the adoption of a resolution approving the purchase of the shares in Azoty-Adipol S.A. by its General Shareholders Meeting in Current Report No. 40/2011 of November 28th 2011, and informed about the concentration clearance from the President of the Polish Office of Competition and Consumer Protection in Current Report No. 45/2011 of December 19th 2011).
Subject: Resolutions adopted by the Annual General Shareholders Meeting held on December 19th 2011 and draft resolutions proposed by shareholders during the General Shareholders meeting Legal Basis: Art. 56.1.2 of the Public Offering Act – Current and Periodic Information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby reports:
- resolutions adopted by the Annual General Shareholders Meeting held on December 19th 2011
- draft resolutions proposed by shareholders during the General Shareholders meeting
Subject: Decision of the Polish Office of Competition and Consumer Protection concerning purchase of shares in Azoty-Adipol S.A. Legal basis: Art. 56.5 of the Public Offering Act - information update Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby reports that on December 19th 2011 the Polish Office of Competition and Consumer Protection (UOKiK) granted its approval for the concentration consisting in the take-over of control over Azoty-Adipol S.A. of Chorzów by Zakłady Azotowe Puławy S.A. Accordingly, the conditions precedent under the conditional sale agreement of October 20th 2011 involving shares in Azoty-Adipol S.A., concluded between Zakłady Azotowe Puławy S.A. and the State Treasury, have been satisfied. The Company reported the conclusion of the agreement in Current Report No. 27/2011 (the adoption by the Company's General Shareholders Meeting of a resolution approving the purchase of the shares in Azoty-Adipol S.A. was reported in Current Report No. 40/2011 of November 28th 2011).
Subject: Decision of the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. concerning payment of dividend Legal Basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on December 19th 2011 the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. adopted a resolution on payment of dividend. The Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. of Puławy resolved to allocate out of the amount of PLN 232,783,027.39 comprising net profit of PLN 226,067,519.53, earned in the financial year July 1st 2010 – June 30th 2011, and retained earnings of PLN 6,715,507.86, disclosed in the financial statements for the financial year July 1st 2010 – June 30th 2011, PLN 69,960,900.00 for payment of dividend to shareholders. The dividend per share amounts to PLN 3.66. The dividend record date was set on January 31st 2012, the dividend will be paid out on February 21st 2011. The remaining portion of net profit for the financial year July 1st 2010 - June 30th 2011 and retained earnings the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. resolved to allocate to:
a) statutory reserve fund – PLN 147,432,127.39
b) bonuses for the Company’s employees (excluding members of the Management Board) paid out in accordance with the Collective Bargaining Agreement executed by the Company – PLN 15,390,000.00
Subject: The Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened for December 19th 2011. – a draft resolution requested by a shareholder Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on December 16th 2011 it received from its shareholder ING Otwarty Fundusz Emerytalny, in accordance with Art. 401.4 of the Company's Articles of Association, a draft resolution of the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened for December 19th 2011. Draft resolution requested by ING Otwarty Fundusz Emerytalny RESOLUTION No....
of the Annual General Shareholders Meetingof ZAKŁADY AZOTOWE PUŁAWY S.A.
of Puławy,dated December 19th 2011
on distribution of net profit for the period July 1st 2010 - June 30th 2011 and of retained earnings, determination of the dividend record date and the dividend payment date Pursuant to Art. 395.2.2) and Art. 348.3 of the Commercial Companies Code and Par. 55.1.3) and Par. 55.1.4) of the Company's Articles of Association, the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. of Puławy resolves as follows: Par. 1 1. The Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. of Puławy hereby resolves that out of the amount of PLN 232,783,027.39 comprising net profit of PLN 226,067,519.53, earned in the financial year July 1st 2010 – June 30th 2011, and retained earnings of PLN 6,715,507.86, disclosed in the financial statements for the financial year July 1st 2010 – June 30th 2011, PLN 137,208,027.39 shall not be distributed to shareholders and shall be allocated to statutory reserve fund.
2. The Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. of Puławy hereby resolves to allocate the remaining portion of net profit for the financial year July 1st 2010 - June 30th 2011 and retained earnings of PLN 95.575.000,00 for payment of dividend to shareholders in the amount of PLN 5.00 per share. Par. 2 1. The Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. of Puławy hereby resolves that the dividend record date, i.e. the date as at which the list of shareholders entitled to receive dividend for the financial year July 1st 2010 - June 30th 2011 is determined, shall be January 31st 2012.
2. The Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. of Puławy hereby resolves that the dividend payment date shall be February 21st 2012. Par. 3 This Resolution shall become effective as of its date.
Subject: Execution of an annex with a total value of a significant agreement to the power coal purchase agreement Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby reports that on December 5th 2011 an Annex was signed to the Long-Term Power Coal Purchase Agreement of January 8th 2009, executed with Lubelski Węgiel Bogdanka S.A. of Bogdanka (for information on the execution of the agreement and previous annex to the agreement, see Current Reports Nos. 3/2009 and 52/2009). The Annex extends the term of the Long-Term Agreement until December 31st 2017 (previously the Agreement was valid until December 31st 2013). The Annex specifies the volumes of power coal to be delivered for the needs of Zakłady Azotowe Puławy in 2012–2017 and defines the prices for power coal to be delivered in 2012. Following the execution of the Annex, the estimated value of the Agreement increased by PLN 597.35m VAT exclusive compared with the value given in Current Report No. 52/2009 of November 25th 2009, to the total of PLN 963.26m VAT exclusive (exclusive of any potential increases, deviations and tolerances). The increase in the value of the Agreement is attributable to the extension of its term and the new prices for power coal deliveries. For the period 2009–2010, the value of the Agreement was defined in accordance with the actual deliveries, for 2011 – based on the contract prices for 2011, while for 2012–2017 – based on the contract prices for 2012. The other terms and conditions of the Agreement, which do not differ from market standards applicable to this type of agreements, remain unchanged. The Annex is considered significant as its total value exceeds 10% of the Company's equity.
Subject: Resolutions adopted at the EGM held on November 28th 2011 Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“Company”) hereby reports the resolutions adopted by the Extraordinary General Shareholders Meeting of the Company held on November 28th 2011. Resolutions adopted at the EGM held on November 28th 2011
Subject: Changes in the Supervisory Board Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of the Zakłady Azotowe „Puławy” S.A. hereby reports that the Extraordinary General Shareholders Meeting held on November 28th 2011 resolved to remove Mr Jacek Korski from the Supervisory Board, and then resolved to appoint to the Supervisory Board with the effect from the resolution date Mr. Jacek Kudela
Changes in the Supervisory Board were made for a request of Kompania Węglowa S.A. that S.A. holds 1,892,385 shares in Zakłady Azotowe Puławy S.A., representing 9.9% of the share capital, and is the second-largest shareholder of the Company in terms of the number of shares held. Jacek Kudela:
Education:
Master of Science in mining, Eng., Silesian University of Technology, Mining Faculty,
Major: mining techniques, 1981–1986 Postgraduate and other courses:
2011 ‐ Course (and successfully passed examination) for candidates for members of supervisory boards of state‐owned companies
2000 ‐ Corporate finance management, University of Economics in Katowice
1994 – 1995 ‐Management in Mining, AGH University of Science and Technology in Kraków Professional experience and employment record:
Kompania Węglowa S.A., Kopalnia Węgla Kamiennego PIAST (hard coal mine)
2007 – present ‐Technical Director, Kopalnia Węgla Kamiennego PIAST in Bieruń (hard coal mine)
2005 – 2007 ‐ chief mining engineer (underground)
2004 – 2005 ‐ chief project and production preparation engineer
Nadwiślańska Spółka Węglowa S.A., Kopalnia Węgla Kamiennego PIAST (hard coal mine)
2003 – 2004 ‐ chief project and production preparation engineer
2000 – 2003 ‐manager of mining operations (underground)
Nadwiślańska Spółka Węglowa S.A., Kopania Węgla Kamiennego CZECZOTT (hard coal mine)
1996 – 2000 ‐ manager of mining operations (underground)
1993 – 1996 ‐senior mine foreman (underground)
Kopania Węgla Kamiennego CZECZOTT (hard coal mine)
1991 – 1993 ‐ flat foreman (underground)
1989 – 1991 ‐ shift foreman (underground)
1988 – 1989 ‐ senior miner (underground)
1987 – 1988 ‐ technical officer (underground)
1986 – 1987 ‐ military service
1986 – 1986 ‐ intern (underground) Mr Jacek Kudela does not engage in any activity competitive to the Company’s business. Furthermore, he is not a partner in any competitive partnership under civil law or another type of partnership or a member of a governing body of any other competitive legal entity. Mr. Jacek Kudela is not entered in the Insolvent Debtors Register maintained by virtue of the National Court Register Act.
Subject: Draft Resolutions of the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened on December 19th 2011 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe “Puławy” S.A. hereby publishes the text of draft resolutions to be debated by the Company’s Annual General Shareholders Meeting on December 19th 2011.
Subject: Dividend Proposal - Supervisory Board’s Opinion Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. ("the Company") hereby reports that today, i.e. on November 17th 2011 the Supervisory Board endorsed the proposed distribution of net profit for the 2010/2011 financial year at the amount of PLN 226,067,519.53 and retained earnings for the previous year at the amount of PLN 6,715,507.86, totaling PLN 232,783,027.39 and dates concerning the dividend. The Management Board of the Company recommended: -the amount of dividend to be paid to the shareholders is PLN 58,491,900.00, or PLN 3.06 per share. -the dividend record date be set for January 31st 2012 and the dividend payment date for February 21st 2012. The Management Board will submit the proposal together with the justification and the Supervisory Board’s opinion to the General Shareholders Meeting
Subject: List of announcements published by Zakłady Azotowe Puławy” S.A. in FY2010/2011 Legal basis: Par. 65. 1 of Act on Public Offering – list of information published by issuer Content: The Management Board of Zakłady Azotowe “Puławy” S.A. hereby announces the list of all current reports and periodic reports published by Zakłady Azotowe “Puławy” S.A in the 2010/2011 financial year. The originals of all current reports and periodic reports can be found at the headquarters of Zakłady Azotowe “Puławy” S.A. in Puławy, at Aleja Państwa Polskiego 13 as well as on the Zakłady Azotowe “Puławy” S.A website at www.zapulawy.pl "investor relations" section List of announcements published by Zakłady Azotowe Puławy” S.A. in FY2010/2011
Subject: Changes to the agenda of the Extraordinary General Shareholders Meeting of 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 Zakłady Azotowe Puławy S.A. hereby reports that on November 3rd 2011 it received from its shareholder, Kompania Węglowa S.A., a request that an item concerning changes in the composition of the Supervisory Board of Zakłady Azotowe Puławy S.A. be included in the agenda for the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened for November 28th 2011. In compliance with the Shareholder’s request, the agenda of the Extraordinary General Shareholders Meeting convened for November 28th 2011 has been supplemented with the item “Changes in the composition of the Supervisory Board of Zakłady Azotowe Puławy S.A.”. Updated agenda: 1. Opening of the Extraordinary General Shareholders Meeting and election of the Chairperson. 2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions. 3. Approval of the agenda. 4. Appointment of the Ballot Counting Committee. 5. Adoption of a resolution concerning approval of the purchase of shares in Azoty-Adipol S.A. of Chorzów. 6. Changes in the composition of the Supervisory Board of Zakłady Azotowe Puławy S.A. 7. Closing of the Meeting. Justification for adding an item to the Meeting's agenda and draft resolutions presented by Kompania Węglowa S.A., relating to the new item:
Justification: Kompania Węglowa S.A. holds 1,892,385 shares in Zakłady Azotowe Puławy S.A., representing 9.9% of the share capital, and is the second-largest shareholder of the Company in terms of the number of shares held. Kompania Węglowa S.A. is therefore interested in being actively involved in the work of the body which supervises the Company’s operations and participates in the creation of the development strategy for the Company.As Kompania Węglowa S.A. considers it necessary to change its representative on the Supervisory Board of Zakłady Azotowe Puławy S.A., it is reasonable for Kompania Węglowa S.A. to request that the item "Changes in the composition of the Supervisory Board of Zakłady Azotowe Puławy S.A.” be included in the Agenda for the coming Extraordinary General Shareholders Meeting of the Company. RESOLUTION No.
of the Extraordinary General Shareholders Meeting of
ZAKŁADY AZOTOWE PUŁAWY S.A. of Puławy,
dated ……………………………………………,
concerning: changes in the composition of the Supervisory Board
Acting pursuant to Art. 385.1 and 385.2 of the Polish Commercial Companies Code and Par. 35.3 and Par. 55.2.1) of the Company's Articles of Association, the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. resolves as follows:
Par. 1
The Extraordinary General Shareholders Meeting hereby removes Mr ……… from the Company’s Supervisory Board.
Par. 2
This Resolution shall enter into force on its adoption date.
This Resolution has been adopted by secret ballot.
RESOLUTION No.
of the Extraordinary General Shareholders Meeting of
ZAKŁADY AZOTOWE PUŁAWY S.A. of Puławy,
dated ……………………………………………,
concerning: changes in the composition of the Supervisory Board
Acting pursuant to Art. 385.1 and 385.2 of the Polish Commercial Companies Code and Par. 35.1 and Par. 55.2.1), subject to Par. 39, of the Company's Articles of Association, the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. resolves as follows:
Par. 1
The Extraordinary General Shareholders Meeting hereby appoints Mr.…………to the Supervisory Board.
Par. 2
This Resolution shall enter into force on its adoption date.
This Resolution has been adopted by secret ballot.
Subject: Recommendation of the Management Board of Zakłady Azotowe Puławy S.A. concerning divided payment for the 2010/2011 financial year Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. ("the Company") hereby reports that today, i.e. on November 2nd 2011, it has adopted a resolution on the distribution of net profit for the financial year July 1st 2010 - June 30th 2011 in the amount of PLN 226,067,519.53 and retained earnings of PLN 6,715,507.86, totalling PLN 232,783,027.39. The recommended amount of dividend to be paid to the shareholders is PLN 58,491,900.00, or PLN 3.06 per share. The Management Board recommends that the remaining portion of net profit for the 2010/2011 financial year and retained earnings, equal to PLN 174,291,127.39, should be excluded from distribution to shareholders and allocated to:
a) statutory reserve funds: PLN 158,901,127.39,
b) payment of a bonus (including overheads) to the Company's employees, with the exception of the Management Board members, in the amount of PLN 15,390,000.00. The Management Board also proposes that the dividend record date be set for January 31st 2012 and the dividend payment date for February 21st 2012. The above recommendation of the Management Board requires that a relevant resolution be adopted by the Supervisory Board and the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A.
Subject: Correction of quarterly report for Q4 2010/2011 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of ZA Puławy S.A. hereby reports that it has corrected some data and figures quoted in the quarterly report for Q4 2010/2011 - Q4/2010 of August 29th 2011. The correction of the report follows from adjustment to the valuation of acquired assets and assumed liabilities in connection with the ongoing process of accounting for the purchase of shares in Gdańskie Zakłady Nawozów Fosforowych Fosfory Sp. z o.o. by the Company. Also, the Management Board indicates that the accounting process is not finished yet and thus its final results may differ from those presented in the report. In the appendix hereto the Company compares the corrected consolidated accounts with previously published data. The complete corrected quarterly report will be published today, i.e. on October 25th 2011. The adjustments have no bearing on the Company's separate financial statements Correction
Subject: Execution of conditional share purchase agreement concerning shares in Azoty - Adipol Spółka Akcyjna of Chorzów. Legal basis: Art. 56.5 of the Public Offering Act - information update Contents: The Management Board of Zakłady Azotowe "Puławy" S.A. ("the Issuer") hereby reports that, on October 20th 2011, a conditional share purchase agreement was concluded between the State Treasury, represented by the Minister of State Treasury ("MST"), and the Issuer, concerning shares in Azoty - Adipol Spółka Akcyjna of Chorzów ("the Company") ("the Agreement"). Under the Agreement, MST agreed to sell to the Issuer 2,550,000 (two million, five hundred and fifty thousand) Series A ordinary registered shares, numbered from 0000001 to 2550000, with a par value of PLN 10.00 (ten złoty) per share ("Shares"), representing 85% (eighty-five percent) of the Company's share capital, for a price of PLN 17.54 (seventeen złoty and fifty-four grosz) per share ("Price per Share"), i.e. for a total price of PLN 44,727,000.00 (fourty-four million, seven hundred and twenty-seven thousand złoty). Under the Agreement, the Issuer also made an irrevocable offer to purchase any remaining Company shares not acquired free of charge by eligible employees. The price of one such employee share ("Price per Employee Share") will be calculated using the following formula: Price per Employee Share = Price per Share adjusted by the weighted average of annual (12 months) base rate quoted by the European Commission and published in the Official Journal of the European Union, used for calculating public aid, plus 100 basis points (1 percentage point), calculated for the period from the first day of the month when the Agreement was executed, to the last day of the month directly preceding the month in which Employee Shares will be sold, subject to annual compounding (12 months). The sale of Shares will be effected after the following conditions precedent are satisfied: a) the Issuer obtains final approval of the combination involving the purchase of Shares from the President of the Office of Competition and Consumer Protection (or such decision is not issued within the prescribed deadline and this fact can be confirmed by a final decision to discontinue the proceedings, unless the intended combination does not require to be notified pursuant to the Polish Anti-Trust and Consumer Protection Act of February 16th 2007 (Dz. U. of 2007, No. 50, item 331, as amended)) b) the Issuer obtains approval of the purchase of Shares from its General Shareholders Meeting. The obligation to sell the Shares will be performed through an investment firm – Powszechna Kasa Oszczędności Banku Polskiego Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie of Warsaw. Before the conditional share purchase agreement was signed, a resolution to approve the wording of and execute the agreement was adopted by the Management Board of Zakłady Azotowe Puławy S.A. on October 20th 2011.
Subject: Draft agreement on purchase of shares in Azoty-Adipol S.A. initialled Legal basis: Art. 56.5 of the Public Offering Act - information update Contents: In reference to: (i) Current Report No. 15/2011 (dated August 5th 2011), containing information on the submission to the State Treasury of a firm bid to purchase 2,550,000 shares in Azoty-Adipol S.A. of Chorzów, representing 85% of Azoty-Adipol S.A.'s share capital, and any remaining shares in the company not acquired free of charge by eligible employees, (ii) Current Report No. 21/2011 (dated August 19th 2011), containing information that ZA Puławy had been granted exclusivity in the negotiations on all the material transaction terms for the period from August 22nd to September 23rd 2011, (iii) Current Report No. 24/2011 (dated September 23rd 2011), concerning extension of the negotiation exclusivity period until October 7th 2011,
the Management Board of Zakłady Azotowe PUŁAWY S.A. reports that yesterday (on September 29th 2011), having agreed the main terms and conditions, the parties initialled the draft agreement on purchase of shares in Azoty-Adipol S.A.
Subject: Extension of the exclusivity period in the negotiations concerning purchase of Azoty-Adipol S.A. Content: In reference to: (i) Current Report No. 15/2011 (dated August 5th 2011), containing information on the submission to the State Treasury of a firm bid to purchase 2,550,000 shares in Azoty-Adipol S.A. of Chorzów, representing 85% of Azoty-Adipol S.A.'s share capital, and the remaining shares in the company which will not be acquired free of charge by entitled employees, and (ii) Current Report No. 21/2011 (dated August 19th 2011), containing information that ZA Puławy had been granted exclusivity in the negotiations on all the material transaction terms for the period from August 22nd to September 23rd 2011, the Management Board of Zakłady Azotowe PUŁAWY S.A. (ZA PUŁAWY) hereby reports that on September 23rd 2011 it was notified by the Ministry of State Treasury that the exclusivity period in the negotiations was extended until October 7th 2011
Subject: Execution of significant agreement for sale of UAN Content: The Management Board of Zakłady Azotowe Puławy S.A. ("ZA Puławy") reports that on September 6th 2011 an agreement for the sale of UAN (solution of urea and ammonium nitrate) to AGRO SC of the Czech Republic was executed. Under the agreement, ZA Puławy undertook to supply, and AGRO SC undertook to collect, specific amounts of UAN. The agreement, whose value is estimated at PLN 185m, remains in force until June 30th 2016. The terms and conditions of the agreement do not differ from the terms and conditions usually applied in agreements of this type. The agreement is considered significant as its value represents 10% of ZA Puławy's equity.
Subject: Shareholders holding 5% or more of the total vote at the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened for August 8th 2011 and reconvened on August 16th 2011 Contents: The Management Board of Zakłady Azotowe Puławy S.A. (the "Company") hereby publishes the list of shareholders holding 5% or more of the total vote at the Extraordinary General Shareholders Meeting of the Company, convened for August 8th 2011 and reconvened on August 16th 2011:
Data in accordance with the attendance list of August 8th 2011. 1. State Treasury:
number of shares at the Extraordinary General Shareholders Meeting – 9,686,248
number of votes at the Extraordinary General Shareholders Meeting – 9,686,248
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 76.57%
percentage share in the total vote – 50.67% 2. Kompania Węglowa S.A.
number of shares at the Extraordinary General Shareholders Meeting – 1,892,385
number of votes at the Extraordinary General Shareholders Meeting – 1,892,385
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 14.96%
percentage share in the total vote – 9.90% 3.ING Otwarty Fundusz Emerytalny
number of shares at the Extraordinary General Shareholders Meeting – 1 000 000
number of votes at the Extraordinary General Shareholders Meeting – 1 000 000
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 7,90%
percentage share in the total vote – 5,23% 4. Mennica Polska S.A.
number of shares at the Extraordinary General Shareholders Meeting – 965 155
number of votes at the Extraordinary General Shareholders Meeting – 965 155
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 7,63%
percentage share in the total vote – 5,05% Data in accordance with the attendance list of August 8th 2011.
Subject: ZA Puławy granted exclusivity in the negotiations concerning purchase of Azoty-Adipol S.A. Legal basis: Art. 56.5 of the Public Offering Act - information update Contents: The Management Board of Zakłady Azotowe PUŁAWY S.A. (ZA PUŁAWY) hereby reports - in reference to Current Report No. 15/2011 (dated August 5th 2011), containing information on the submission to the State Treasury of a firm bid to purchase 2,550,000 shares in Azoty-Adipol S.A. of Chorzów, comprising 85% of Azoty-Adipol S.A.'s share capital, and the remaining shares in the company which will not be acquired free of charge by entitled employees - that on August 19th 2011 it was notified by the Ministry of Treasury that ZA Puławy was granted exclusivity in the negotiations on the transaction terms for the period from August 22nd to September 23rd 2011.
Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information
Subject: Resolutions adopted at the resumed Extraordinary General Shareholders Meeting of Zakłady Azotowe “Puławy” S.A. Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“Company”) hereby reports the resolutions adopted by the resumed Extraordinary General Shareholders Meeting of the Company held on August 16th 2011.
Subject: Amendment to draft resolution of the Extraordinary Shareholders Meeting of 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 Zakłady Azotowe Puławy S.A. (the “Company”) hereby reports that in order to clarify the wording of the draft resolution to be adopted under item five of the agenda of the Extraordinary General Shareholders Meeting convened for August 8th 2011, concerning approval of the acquisition, sale and repurchase of shares in MELAMINA III Sp. z o.o., it has resolved to amend the draft resolution. The Management Board of the Company proposes that on August 16th 2011, i.e. at the Meeting resumed after the adjournment announced on August 8th 2011, the Extraordinary General Shareholders Meeting adopt the draft resolution attached hereto. The wording of the draft resolutions concerning the remaining items to be discussed at the Extraordinary General Shareholders Meeting on August 16th 2011 (approval of the acquisition of shares in Gdańskie Zakłady Nawozów Fosforowych Fosfory Sp. z o.o., approval of the disposal of real estate – sports equipment rental shop) is consistent with that of the draft resolutions published on June 12th 2011 together with the Notice of the Extraordinary General Shareholders Meeting.
Subject: Contents of the resolutions adopted by the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. on August 8th 2011 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. ("the Company") hereby publishes, attached to this Report, the resolutions adopted by the Extraordinary General Shareholders Meeting of the Company on August 8th 2011. Resolution No. 3 was adopted upon a motion submitted at the Extraordinary General Shareholders Meeting of the Company on August 8th 2011 by the representative of a shareholder, Polish State Treasury, who moved for adjournment of the Meeting until 11:00 am on August 16th 2011. The adjournment of the Meeting is due to the need to work on the details of the draft resolution referred to in item 5 of the agenda, concerning approval for the acquisition of shares in MELAMINA III Spółka z o.o. and the sale and purchase of shares in the company.
Current Report No. 16/2011 Subject: Adjournment of the Extraordinary General Shareholders Meeting of 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 Zakłady Azotowe Puławy S.A. ("the Company") hereby reports that the Extraordinary General Shareholders Meeting of the Company held on August 8th 2011 adopted a resolution concerning adjournment of the Meeting. The Extraordinary General Shareholders Meeting of the Company shall reconvene at 11:00 am on August 16th 2011, at the Business Centre Club’s head office at Plac Żelaznej Bramy 10, Warsaw, Poland. The agenda of the Extraordinary General Shareholders Meeting of the Company to be held on August 8th 2011 is as follows:
1. Opening of the Extraordinary General Shareholders Meeting and election of the Chairperson.
2. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.
3. Approval of the agenda.
4. Adoption of a resolution on adjournment of the Meeting.
Subject: Correction of the current report concerning draft resolutions to be debated at the Company's Extraordinary General Shareholders Meeting convened for August 8th 2011 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that Current Report No. 14/2011 of July 12th 2011 concerning draft resolutions for the Company's Extraordinary General Shareholders Meeting convened for August 8th 2011, due to an editing error in the draft resolution on approval of disposal of real estate, provides an incorrect area of land plot No. 615/36: It reads: 0.0622 ha It should read: 0.0822 ha. On its corporate website, www.zapulawy.pl, the Company published the following documents: Management Board's Resolution No. 29/2011/2012 of July 19th 2011 concerning the correction described above, errata to the valuation survey of the said real estate and the current wording of the draft resolution for the Extraordinary General Shareholders Meeting convened for August 8th 2011.
Subject: Draft Resolutions of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened on August 8th 2011 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Axotowe “Puławy” S.A. hereby publishes the text of draft resolutions to be debated by the Company’s Extraordinary General Shareholders Meeting on August 8th 2011. Draft Resolutions of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened on August 8th 2011
Subject: Convening of the Extraordinary General Shareholders Meeting of 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 Zakłady Azotowe Puławy S.A. hereby calls the Extrordinary General Shareholders Meeting of the Company, to be held at the offices of Business Center Club at Plac Żelaznej Bramy 10, Warsaw, Poland, at 11am on August 8th 2011, as stated in the notice of the meeting attached hereto.
Subject: Dates of release of periodic reports in the financial year 2011/2012 Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”), in relation to Art.103 item 1 of the Regulation of the Ministry of Finance from February 19th, 2009 on current and periodical information to be published by issuers of securities and conditions of consideration of information required by the law of nonmember country’s law as equal (“the Regulation”) publishes the dates of release of periodic reports in the financial year 2011/2012, starting July 1st 2011 and ending June 30th 2012: 1. Consolidated quarterly reports:
Q4 2010/2011 - 29 August 2011
Q1 2011/2012 - 14 November 2011
Q3 2011/2012 - 15 May 2012 In relation to Art.83 item 1 of the Regulation consolidated quarterly reports will include unconsolidated quarterly reports. Thus the Company will not publish a separate unconsolidated quarterly reports.In relation to Art. 101 item 1 of the Regulation the Company also resigned from publication of quarterly report for Q2 2011/2012. 2. Consolidated semi-annual report for H1 2011/2012 - 29 February 2012 In relation to Art.83 item 3 of the Regulation consolidated semi-annual report will include unconsolidated semi-annual report. 3. Annual reports for financial year 2010/2011
Consolidated annual report - 4 October 2011
Unconsolidated annual report - 4 October 2011
Subject: New partner for the power generation project to be implemented by Zakłady Azotowe Puławy S.A. Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on May 31st 2011 a joint venture agreement was concluded between Zakłady Azotowe Puławy S.A. (“PUŁAWY”) and PGE Górnictwo i Energetyka Konwencjonalna S.A. (“PGE GiEK”). On the same day, a trilateral agreement was concluded between PUŁAWY, PGE GiEK and Vattenfall Generation Poland Sp. z o.o. (“Vattenfall”) providing for transfer of the rights to the project involving the construction and operation of a power plant or a CHP plant. Under the agreements, all the rights and obligations of Vattenfall arising from the joint venture agreement concluded between PUŁAWY and Vattenfall on April 23rd 2010, reported by PUŁAWY in Current Report No. 20/2010 of April 23rd 2010, were transferred to PGE GiEK. The above agreements (the “Agreements”) were concluded in connection with a letter from Vattenfall, received by PUŁAWY on October 20th 2010, communicating that – in view of the Vattenfall Group's newly adopted strategy to focus on the Swedish, German and Dutch markets, and to increase the share of renewable energy sources in its investment portfolio – it was forced to revise its investment plans in the market, including plans providing for the construction – jointly with PUŁAWY – of a system power plant (see Current Report No. 32/2010 of October 21st 2010). Pursuant to the Agreements, PGE GiEK assumes Vattenfall’s rights and obligations related to the construction and operation of a power plant or a CHP plant. Furthermore, the agreement between PUŁAWY and PGE GiEK clarifies the terms and conditions of the project. The parties intend to construct and operate a power plant or a CHP plant with the capacity of approximately 840 MW, which may be further expanded. In line with previous plans, the project will be implemented through a special purpose vehicle – MELAMINA III Sp. z o.o. Its implementation depends on the fulfilment of a number of conditions, reflecting the conditions set forth in the joint venture agreement concluded between PUŁAWY and Vattenfall on April 23rd 2010. The parties expect that the conditions will be met by June 30th 2012.
Subject: Change of release date of the consolidated report for Q3 2010/2011 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the release date of the consolidated report for Q3 of the financial year 2010/2011 has been changed (the financial year begins on July 1st 2010 and ends on June 30th 2011). The report will be released on May 13th 2011. As announced in Current Report 27/2010 of July 1st 2010, the release date of the report was originally scheduled for May 16th 2011.
Subject: Shareholders Holding at Least 5% of the Total Vote at the Extraordinary General Shareholders Meeting held on March 7th 2011 Legal basis: Art. 70.3 of the Public Offering Act – General Shareholders Meeting, list of shareholders holding over 5% of the total vote Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the following shareholders held at least 5% of the total vote at the Extraordinary General Shareholders Meeting of the Company, held on March 7th 2011 in Warsaw. 1. The State Treasury:
number of shares at the Extraordinary General Shareholders Meeting – 9,686,248
number of votes at the Extraordinary General Shareholders Meeting – 9,686,248
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 67.20%
percentage share in the total vote – 50.67% 2. Kompania Węglowa S.A.
number of shares at the Extraordinary General Shareholders Meeting – 1,892,385
number of votes at the Extraordinary General Shareholders Meeting – 1,892,385
percentage share in the total vote at the Extraordinary General Shareholders Meeting–13. 13%
percentage share in the total vote – 9.90% 3. ING Otwarty Fundusz Emerytalny:
number of shares at the Extraordinary General Shareholders Meeting – 1,300,000
number of votes at the Extraordinary l General Shareholders Meeting – 1,300,000
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 9.02%
percentage share in the total vote – 6.80% 4. Mennica Polska S.A.
number of shares at the Extraordinary General Shareholders Meeting – 965,155
number of votes at the Extraordinary General Shareholders Meeting – 965,155
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 6.70%
percentage share in the total vote – 5.05%
Subject: Execution of annex to gas purchase agreement Contents: The Management Board of ZA Puławy S.A. ("the Company") hereby reports that on March 3rd 2010 an annex was executed to the agreement on purchase of high-methane natural gas, concluded with PGNiG S.A. on January 14th 1999 for an indefinite term. The agreement provides for sale and supplies of specific volumes of natural gas by PGNiG S.A. The volumes and contracted capacity are agreed by the parties separately for each calendar year. Under the annex of March 3rd 2011, the volumes of gas fuel and contracted capacity are to be increased relative to previous years, as required in connection with the launch of new production capacities by the Company. The value of the agreement in 2011, estimated on the basis of the currently effective gas fuel tariff and the contracted capacity and volumes of natural gas defined in the annex, is PLN 990m (VAT exclusive), which exceeds 10% of the Company's equity (significant agreement). The annex provides for: 1. an increase of the contracted capacity in the case of gas fuel supplied on a continuous basis (continuous contracted capacity) and provision of additional capacity supplied on an intermittent basis (intermittent contracted capacity), which was not provided for by the agreement. 2. a procedure for submitting annual and weekly declarations and re-declarations, which permits greater flexibility in adjusting gas volumes to the Company's production requirements. 3. new rules of imposing penalties for the Company's failure to collect ordered minimum volumes:
a) replacement of the Minimum Monthly Volume (MinMV) with the Minimum Annual Volume (MinAV),
b) a mechanism of the Company's liability based a contractual penalty for its failure to collect the Minimum Annual Volume (MinAV), which depends on the amount of uncollected gas fuel. The maximum penalty amount per year may exceed the equivalent of at least 10% of the value of the agreement or the złoty equivalent of at least EUR 200 thousand. Concurrently, in the following years the Company may be allowed to collect the MinAV uncollected in a given year and any contractual penalty paid may be offset against the amounts payable for additionally collected volumes. Payment of the contractual penalty excludes the other party's right to seek compensation in excess of the penalty amount.
The above rules of the Company's liability and the flexible procedure of determining the volumes of supplies, including the minimum annual volumes, mitigate the risk of incurring contractual penalties. 4. In connection with the supplies of gas fuel on an intermittent basis, a contractual penalty was introduced for failure to comply with any introduced limitations on the intermittent contracted capacity. The resulting penalty will depend on the extent to which ZA Puławy exceeds the intermittent contracted capacity in the period when any limitations on intermittent contracted capacity were effective, and may be higher than EUR 200 thousand per year. However, if the damage incurred due to the Company's failure to comply with the limitations on the intermittent contracted capacity exceeds the value of the contractual penalty, the Company will be required to reimburse the payments made by PGNiG S.A. to the Operator in connection with such non-compliance. The above rules follow from the “Tariff for transmission of gas fuels” of OGP GAZ-SYSTEM S.A. The amendments introduced under the annex became effective as of January 1st 2011.
Current Report No. 5/2011 Subject: Draft Resolutions of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened on March 7th 2010 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Axotowe “Puławy” S.A. hereby publishes the text of draft resolutions to be debated by the Company’s Extraordinary General Shareholders Meeting on March7th 2010. Draft Resolutions of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened on March 7th 2010
Subject: Convening of the Extraordinary General Shareholders Meeting of 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 Zakłady Azotowe Puławy S.A. hereby calls the Extrordinary General Shareholders Meeting of the Company, to be held at the offices of Business Center Club at Plac Żelaznej Bramy 10, Warsaw, Poland, at 11am on March 7th 2012, as stated in the notice of the meeting attached hereto.
Subject: Execution of material agreement: power coal supplies agreement Legal basis: Art. 56.1.2 of the Public Offering Act - current and periodic information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. ("the Company") hereby reports that on February 4th 2011 the Company executed a long-term power coal supplies agreement with Kompania Węglowa S.A. The agreement, which provides for sale of power coal to Zakłady Azotowe Puławy S.A., expires on December 31st 2013. In the first year of the agreement, the prices set forth therein will apply to the individual quality grades of coal determined on the basis of its calorific value and sulphur content. The prices in the second and third years will be equal to the previous year's prices adjusted for price changes published by the Polish Central Statistics Office. The estimated value of the agreement with respect to the basic contracted volume will fall in the range from PLN 157m to PLN 173m, depending on the coal quality. The upper limit of the estimated value range exceeds 10% of the Company’s equity (the Company's equity: PLN 1,607,218 thousand).The agreement contains the following contractual penalty provision: The party responsible for the failure to deliver the basic contracted volume of coal shall pay to the other party a contractual penalty equal to 20% of the net value of undelivered or uncollected coal or 10% of the net value of undelivered or uncollected coal in the case of any additional volumes that may be contracted under a supplementary agreement. The parties may waive their rights to charge contractual penalties. If the damage exceeds the amount of contractual penalties, the parties may seek compensation in excess of the contractual penalties on general terms. Each party may be relieved from the obligation to pay contractual penalties if it proves that the improper performance of the agreement was caused by force majeure. The other terms and conditions of the agreement do not differ from market standards applicable to this type of agreements.
Subject: Transactions in Zakłady Azotowe Puławy shares executed in 2010 Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments – transactions executed by persons with access to inside information Contents: The Management Board of ZA Puławy S.A. hereby publishes, attached hereto as an appendix, a notification from an obliged person (Proxy) concerning transactions in ZA Puławy shares executed in the calendar year 2010, received pursuant to Art. 160 of the Act on Trading in Financial Instruments (Dz.U. of 2005, No 183, item 1538, as amended). Information disclosed to the PFSA under Art. 160 of the Act on Trading in Financial Instruments, dated July 29th 2005
Subject: Termination of negotiations on the purchase of shares in Zakłady Chemiczne Police S.A.
Legal basis: Text: Art. 56.5 of the Public Offering Act - information update
Text of the report: In reference to Current Report No. 39/2010 of November 30th 2010 (Submission of Bid for Zakłady Chemiczne Police S.A. Shares), the Management Board of Zakłady Azotowe Puławy S.A. hereby reports that today (i.e. on January 17th 2011) it received a letter from the Ministry of State Treasury to the effect that the Ministry withdraws from the negotiations and terminates the privatisation procedure of Zakłady Chemiczne Police S.A. leaving it unresolved.
Subject: Shareholders Holding at Least 5% of the Total Vote at the Annual General Shareholders Meeting Legal basis: Art. 70.3 of the Public Offering Act – General Shareholders Meeting, list of shareholders holding over 5% of the total vote Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the following shareholders held at least 5% of the total vote at the Annual General Shareholders Meeting of the Company, held on December 16th 2010 in Warsaw. 1. The State Treasury:
number of shares at the Annual General Shareholders Meeting – 9,686,248
number of votes at the Annual General Shareholders Meeting – 9,686,248
percentage share in the total vote at the Annual General Shareholders Meeting – 68.82%
percentage share in the total vote – 50.67% 2. Kompania Węglowa S.A.
number of shares at the Annual General Shareholders Meeting – 1,892,385
number of votes at the Annual General Shareholders Meeting – 1,892,385
percentage share in the total vote at the Extraordinary General Shareholders Meeting – 13.40%
percentage share in the total vote – 9.90% 3. ING Otwarty Fundusz Emerytalny:
number of shares at the Annual General Shareholders Meeting – 1,000,000
number of votes at the Annual General Shareholders Meeting – 1,000,000
percentage share in the total vote at the Annual General Shareholders Meeting – 7.10%
percentage share in the total vote – 5.23% 4. Mennica Polska S.A.
number of shares at the Annual General Shareholders Meeting – 965,155
number of votes at the Annual General Shareholders Meeting – 965,155
percentage share in the total vote at the Annual General Shareholders Meeting – 6.86%
percentage share in the total vote – 5.05%
Subject: Resolutions of the Annualy General Shareholders Meeting held on December 16th 2010 Legal Basis: Art. 56.1.2 of the Public Offering Act – Current and Periodic Information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby reports: - resolutions adopted by the Annualy General Shareholders Meeting held on December 16th 2010 - information on candidates to the Supervisory Board
Subject: Appointment of the Supervisory Board members Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that in connection with the expiry of the previous term of office of members of the Supervisory Board, the Annual General Shareholders Meeting held on December 16th 2010 resolved to appoint to the Supervisory Board with effect from the resolution date the following persons: 1) Cezary Możeński
2) Irena Ożóg, an Independent Member of the Supervisory Board, within the meaning of Par. 35.1 of the Articles of Association
3) Marta Kulik-Zawadzka
4) Jacek Korski
5) Jacek Wójtowicz, a candidate of ZA Puławy’s employees
6) Andrzej Bartuzi, a candidate of ZA Puławy’s employees Cezary Możeński Graduate of the Faculty of Chemistry of the Kraków University of Technology (major: chemical engineering) in 1981
Postgraduate courses and studies:
2003 – course in production process management and effective staff management;
2002 – course for candidates to supervisory boards of state-owned companies concluded with an examination;
1994 – doctor of technical sciences in chemical engineering (degree obtained from the Faculty of Chemical and Process Engineering of the Warsaw University of Technology);
Career profile and previously held positions:
2006– present – Institute of Artificial Fertilisers in Puławy, Head of the Institute as of September 20th 2007, chief specialist
2004–2006 – KSW Polmos Wrocław S.A., President of the Management Board;
2003–2005 – Masz-ZAP Sp. z o.o. , Chairman of the Supervisory Board;
2002–2004 – Melamina III Sp. z o.o, President of the Management Board;
2000–2004 – Zakłady Azotowe Puławy S.A., Production and Business Development Director, Strategy, Business Development and Investments Director;
1981–2000 – Institute of Artificial Fertilisers in Puławy, Head of Research Team. Mr Cezary Możeński has been a member of Supervisory Board of Zakłady Azotowe „Puławy” S.A. since March 3rd 2008. Mr Cezary Możeński does not engage in any activity competitive to the Company’s business. Furthermore, he is not a partner in any competitive partnership under civil law or another type of partnership or a member of a governing body of any other competitive legal entity. Mr Cezary Możeński is not entered in the Insolvent Debtors Register maintained by virtue of the National Court Register Act. Irena Ożóg Graduate of the Finance and Statistics Faculty of the Central School of Planning and Statistics (major: finance)
Postgraduate courses and studies:
- courses in the field of finance and economics
- tax adviser - 1998
- doctorate in economics SGH - 1991
- course for candidates to supervisory boards; - 1991
- Centre of Postgraduate Education for Public Administration Personnel -1989
Career profile and previously held positions:
since 2002 – tax adviser
1983 - 2003 – the Ministry of Finance :
Deputy Secretary of State (2001-2003)
Head of Direct Tax Department (1991-2001):
Deputy Head of Direct Tax Department (1990-1991),
Specialist ,
1991 – present – academic staff member (Warsaw School of Economics, University of Warsaw).
Ms Irena Ożóg has been a member of Supervisory Board of Zakłady Azotowe „Puławy” S.A. since March 3rd 2008. Ms Irena Ożóg does not engage in any activity competitive to the Company’s business. Furthermore, he is not a partner in any competitive partnership under civil law or another type of partnership or a member of a governing body of any other competitive legal entity. Ms Irena Ożóg is not entered in the Insolvent Debtors Register maintained by virtue of the National Court Register Act. Marta Kulik-Zawadzka
Graduate of the Maria Curie-Skłodowska University of Lublin, Faculty of Law and Administration, major: Law
Postgraduate and other courses:
2010 - Training for Audit Committee members organised by the Warsaw Stock Exchange, PricewaterhouseCoopers and the Polish Association of Listed Companies
Exam for candidates for members of supervisory boards of state-owned companies
Professional experience and employment record:
2006 – specialist at the 1st Department of Ownership Supervision and Privatisation at the Ministry of Treasury
2004 – 2006 – specialist at the 1st Privatisation Department at the Ministry of Treasury
2003 – lawyer at the Legal Department of the Warsaw Metropolitan Police Headquarters
1999 – 2003 – lawyer at the Legal Firm of Małgorzata Gromek, a notary public in Warsaw Ms Marta Kulik+Zawadzka does not engage in any activity competitive to the Company’s business. Furthermore, he is not a partner in any competitive partnership under civil law or another type of partnership or a member of a governing body of any other competitive legal entity. Ms Marta Kulik+Zawadzka is not entered in the Insolvent Debtors Register maintained by virtue of the National Court Register Act. Jacek Korski Ph. D. in Technical Sciences, Mining and Geology, specialisation: Organization and Economics of Mining, Silesian University of Technology in Gliwice, 1975-1980 (Master of Science in mining, major: design and construction of mines)
Postgraduate and other courses:
2005/2006 – Postgraduate studies: Safety and Hygiene at Work, AGH University of Science and Technology, Kraków
2003/2004 – Postgraduate studies: Controlling, University of Economics in Katowice
2001/2002 – Postgraduate studies: Financial Management of Enterprises, University of Economics in Katowice
2001/2002 – X School for Managers, specialisation: Management of mines and coal mining companies during the restructuring of the mining industry, Polish Foundation for Management Promotion, Silesian Branch in Bytom
2000/2001 – Postgraduate studies: Human Resource Management, Warsaw School of Economics
1995-97 – Managerial studies, University of Economics in Katowice and Akademie für Führungskräfte der Wirtschaft, Bad Harzburg
1993/94 – Postgraduate studies: Management in Mining, AGH University of Science and Technology, Kraków
1988/89 – Postgraduate studies: Selected Aspects of Coal Exploitation and Environmental Protection, Silesian University of Technology in Gliwice.
Course (and successfully passed examination) for candidates for members of supervisory boards of state-owned companies, organised by the Ministry of Trade and Industry Professional experience and employment record:
Currently – Vice-President of the Management Board of Kompania Węglowa S.A.
June – November 2007 – Member of the Management Board, Chief Technical Officer of Inowrocławskie Kopalnie Soli SOLINO S.A (member of the Orlen Group)
2006 –2010 – Assistant professor at the Department of Mining Management and Safety Engineering, Faculty of Mining and Geology, Silesian University of Technology in Gliwice
2001- 2007 – Director and head of mine operation at Kompania Węglowa S.A., Kopalnia Węgla Kamiennego (Hard Coal Mine) “Bolesław Śmiały” in Łaziska Górne
2005- 2007 – Liquidator of Zakład Produkcji i Wzbogacania Miałów Węglowych Sp. z o. o in liquidation
2000- 2005 – Member of the Management Board of Zakład Produkcji i Wzbogacania Miałów Węglowych Sp. z o. o in Łaziska Górne
1998-2001 – Chief Engineer and First Vice-Director of GSW S.A., Kopalnia Węgla Kamiennego “Bolesław Śmiały” in Łaziska Górne
1996- 1998 – Chief Engineer of Kopalnia Węgla Kamiennego “Makoszowy” in Zabrze Mr Jacek Korski does not engage in any activity competitive to the Company’s business. Furthermore, he is not a partner in any competitive partnership under civil law or another type of partnership or a member of a governing body of any other competitive legal entity. Mr Jacek Korski is not entered in the Insolvent Debtors Register maintained by virtue of the National Court Register Act. Jacek Józef Wójtowicz Education:
Graduate of the Maria Curie-Skłodowska University of Lublin, Faculty of Economics, major: Organisation and Management
Postgraduate and other courses:
2010 - Training for Audit Committee members organised by the Warsaw Stock Exchange, PricewaterhouseCoopers and the Polish Association of Listed Companies
- Postgraduate studies: Controlling and Management Accounting, Warsaw School of Economics,
- Course for candidates for members of supervisory boards of state-owned companies
Professional experience and employment record:
Employee of Zakłady Azotowe Puławy S.A. since 1995
since 2007 – Chief Procurement Specialist
1999 – 2007 – Head of Procurement Department
1996 – 1999 – Head of Procurement Unit
1995 – 1996 – Procurement Specialist
1990 – 1995 – Self‐employed
1986 – 1990 – PBP Puławy Mr Jacek Wójtowicz has been a Supervisory Board member of ZA Puławy since December 19th 2003. He has been appointed a Supervisory Board member as a candidate of ZA Puławy’s employees Mr Jacek Wójtowicz does not engage in any activity competitive to the Company’s business. Furthermore, he is not a partner in any competitive partnership under civil law or another type of partnership or a member of a governing body of any other competitive legal entity. Mr. Jacek Wójtowicz is not entered in the Insolvent Debtors Register maintained by virtue of the National Court Register Act. Andrzej Bartuzi Education:
Vocational secondary education (technical)
Currently the 7th semester of part‐time studies at the Technical University of Radom; Faculty of Materials Science and Technology; major: Chemical Technology Courses:
2010: Course for candidates for members of supervisory boards of state‐owned companies;
concluded with an examination Professional experience and employment record:
since 1995: Zakłady Azotowe “Puławy” S.A., Hydrogen Peroxide Department ‐ controller of chemical processes
1992‐1995: Zakłady Azotowe “Puławy” S.A., Ammonium Nitrate Department ‐ unit operator of chemical processes
Mr Andrzej Bartuzi does not engage in any activity competitive to the Company’s business. Furthermore, he is not a partner in any competitive partnership under civil law or another type of partnership or a member of a governing body of any other competitive legal entity. Mr Andrzej Bartuzi is not entered in the Insolvent Debtors Register maintained by virtue of the National Court Register Act.
Subject: Decision of the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. Concerning Payment of Dividend Legal Basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on December 16th 2010 the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. adopted a resolution on the distribution of net profit for the 2009/2010 financial year (PLN 35,535,415.73) and retained earnings for the previous years (PLN 14,285,746.34). The dividend amounts to PLN 1.00 per share, which adds up to a total of PLN 19,115,000. The dividend record date was set on January 20 2011, the dividend will be paid out on February 4 2011.
Subject: Submission of Bid for Zakłady Chemiczne Police S.A. Shares Legal basis: Art. 56.1.1 of the Public Offering Act - inside information Contents: The Management Board of Zakłady Azotowe Puławy Spółka Akcyjna ("ZA PUŁAWY") reports that on November 30th 2010 it presented to the Minister of State Treasury key terms of the purchase agreement involving the shares in Zakłady Chemiczne Police S.A. ("POLICE" or the "Company") held by the State Treasury, as required under Par. 16.5 of the Regulation of the Council of Ministers on a detailed procedure for disposal of shares held by the State Treasury, dated February 17th 2009. If approved, the key terms of the agreement may serve as a starting point for further negotiations. ZA PUŁAWY has proposed that, subject to the restructuring of POLICE's debt, POLICE's share capital should be increased through a new issue of shares to be acquired by ZA PUŁAWY and that ZA PUŁAWY would acquire 7,500,000 of the Company shares from the State Treasury, which in effect would result in ZA PUŁAWY coming to hold up to 33% of the Company shares. ZA PUŁAWY's ultimate aim is to acquire control of POLICE. Whether the share purchase agreement is executed or not will depend on the parties' agreeing on a number of issues which are subject to negotiation. If the parties come to an understanding regarding the share purchase agreement, the Management Board will request the General Shareholders Meeting to approve the acquisition.
Subject: Draft Resolutions of the Annual General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened on December 16th 2010 Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Axotowe “Puławy” S.A. hereby publishes the text of draft resolutions to be debated by the Company’s Annual General Shareholders Meeting on December 16th 2010.
Subject: Convening of Annual General Shareholders Meeting of 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 Zakłady Azotowe Puławy S.A. hereby calls the Annual General Shareholders Meeting of the Company, to be held at the offices of Business Center Club at Plac Żelaznej Bramy 10, Warsaw, Poland, at 11am on December 16th 2010, as stated in the notice of the meeting attached hereto.
Subject: Correction of Data in Q1 2010/2011 Report Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the Financial Highlights section of the interim report for the first quarter of the financial year 2010/2011 (for the period from July 1st to September 30th 2010) shows erroneous dates of certain balance-sheet items. The dates subject to correction are specified in the appendix to the report.
Subject: Dividend Proposal - Supervisory Board’s Opinion Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on October 27th 2010 the Supervisory Board endorsed the proposed distribution of net profit for the 2009/2010 financial year at the amount of PLN 35,535,415.73 and retained earnings for the previous year at the amount of PLN 14,285,746.34. The proposed amount of dividend to be paid to the shareholders is PLN 19,115,00 or PLN 1 per share. The Management Board will submit the proposal together with the justification and the Supervisory Board’s opinion to the General Shareholders Meeting.
Subject: Appointment of the Auditor Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby reports that an auditing firm has been selected to perform a review of the Company’s semi-annual financial statements and an audit of its annual financial statements for the financial year beginning on July 1st 2010 and ending on June 30th - the auditor was selected on October 27th 2010 by the Supervisory Board, pursuant to the Company’s Articles of Association as currently in effect;
- the selected auditor is DORADCA Zespół Doradców Finansowo- Księgowych Sp. z o.o. (“DORADCA”), registered office at. Al. J. Piłsudzkiego 1a, Lublin, holding authorisation No. 232 granted by the National Chamber of Chartered Auditors (KIBR);
- DORADCA performed a review of the Company’s semi-annual financial statements and an audit of its financial statements for the financial years: 2008/2009, 2009/2010 and audit financial statements of some of the Company’s subordinated undertakings. Additionally, the Company has used its services in the scope of legal and tax advisory, as well as asset valuations
Subject: Management Board’s Dividend Proposal Legal Basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that on October 25th 2010 it adopted a resolution on the proposed distribution of net profit for the 2009/2010 financial year (PLN 35,535,415.73) and retained earnings for the previous years (PLN 14,285,746.34). The proposed amount of dividend to be paid to the shareholders is PLN 19,115,00 or PLN 1 per share. The Management Board will request the Supervisory Board to issue its opinion on the proposal and submit the proposal together with the Supervisory Board’s recommendation to the General Shareholders Meeting.
Subject: Cooperation with Vattenfall Generation Poland Sp z o.o. – Implementation of Power Generation Project Legal basis: Art. 56.5 of the Public Offering Act - information update Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that, on October 20th 2010, it received a letter from Vattenfall Poland Sp. z o.o. (Vattenfall) communicating that - in view of the Vattenfall Group's newly adopted strategy to focus on the Swedish, German and Dutch markets, and to increase the share of renewable energy sources in its investment portfolio - it was forced to revise its investment plans in Poland. Vattenfall has also revised its plans to construct - jointly with Zakłady Azotowe Puławy S.A. - a system power plant (Joint Venture Agreement of April 23rd 2010 - see Current Report No. 20/2010 of April 23rd 2010). Vattenfall has proposed to agree the possibility and the terms of terminating the Agreement so that Zakłady Azotowe Puławy S.A. is able to proceed with the project in a new configuration, e.g. with a different partner.
Subject: Bid to Purchase Shares in Gdańskie Zakłady Nawozów Fosforowych Fosfory Sp. z o.o. Contents: The Management Board of Zakłady Azotowe Puławy S.A. reports that today (i.e. on October 19th 2010) it decided to make a firm bid to Ciech S.A. to purchase 51,855 shares in Gdańskie Zakłady Nawozów Fosforowych Fosfory Sp. z o.o., representing 89.46% of the company's share capital. Whether the share purchase agreement is executed or not will depend on the parties' agreeing on a number of issues which are subject to negotiations. If the parties come to an understanding regarding the share purchase agreement, the Management Board will request the General Shareholders Meeting to approve the acquisition.
Subject: List of announcements published by Zakłady Azotowe Puławy” S.A. in FY2009/2010 Legal basis: Par. 65. 1 of Act on Public Offering – list of information published by issuer Content: The Management Board of Zakłady Azotowe “Puławy” S.A. hereby announces the list of all current reports and periodic reports published by Zakłady Azotowe “Puławy” S.A in the 2009/2010 financial year. The originals of all current reports and periodic reports can be found at the headquarters of Zakłady Azotowe “Puławy” S.A. in Puławy, at Aleja Państwa Polskiego 13 as well as on the Zakłady Azotowe “Puławy” S.A website at www.zapulawy.pl "investor relations" section.
Subject: Dates of release of periodic reports in the financial year 2010/2011 Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby publishes the dates of release of periodic reports in the financial year 2010/2011, starting July 1st 2010 and ending June 30th 2011 Unconsolidated annual report for financial year 2009/2010- September 2nd 2010
Consolidated quarterly report for Q12010/2011 - November 15th 2010
Consolidated semi-annual report for H1 2010/2011 – February 28th 2011
Consolidated quarterly report for Q3 2010/2011 - May 16th 2011 In relation to Art. 102 item 1 of Regulation the Company resigned from publication of quarterly report for Q4 2009/2010 Starting financial year 2010/2011 the Company will be draw up consolidated financial statements. Consolidation will cover the controlled companies REMZAP sp z o.o. and PROZAP sp. z o.o.
In relation to Art.83 item 1and item 3 of the Regulation consolidated quarterly reports and consolidated semi-annual report will include unconsolidated quarterly reports and unconsolidated semi-annual report, respectively. Thus the Company will not publish a separate unconsolidated quarterly reports and a separate unconsolidated semi-annual report.
Subject: Shareholders Holding at Least 5% of the Total Vote at the EGM on June 11th 2010 Legal basis: Art. 70.3 of the Public Offering Act – General Shareholders Meeting, list of shareholders holding over 5% of the total vote Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the following shareholders held at least 5% of the total vote at the Extraordinary General Shareholders Meeting of the Company, held on June 11th 2010 in Warsaw. 1. The State Treasury:
number of shares at the EGM – 9 686 248
number of votes at the EGM – 9 686 248
percentage share in the total vote at the EGM – 75,26%
percentage share in the total vote – 50,67% 2. Kompania Węglowa S.A.
number of shares at the EGM – 1 892 385
number of votes at the EGM – 1 892 385
percentage share in the total vote at the EGM – 14,70%
percentage share in the total vote – 9,90% 3. ING OFE:
number of shares at the EGM – 1 000 000
number of votes at the EGM – 1 000 000
percentage share in the total vote at the EGM – 7,77%
percentage share in the total vote – 5,23%
Subject: Resolutions of the Extraordinary General Shareholders Meeting held on June 11th 2010 Legal Basis: Art. 56.1.2 of the Public Offering Act – Current and Periodic Information
Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby reports resolutions adopted by the Extraordinary General Shareholders Meeting held on June 11th 2010.
Subject: Termination of Negotiations Concerning Purchase of ANWIL S.A. Shares Legal Basis: Art. 56.1.1 of the Public Offering Act – inside information Contents: In reference to Current Reports No. 1/2010 (dated January 25th 2010) and No. 16/2010 (dated April 16th 2010) concerning an offer made to Polski Koncern Naftowy ORLEN S.A. (PKN ORLEN) to purchase 84.79% of shares in ANWIL S.A. and subsequent granting of exclusive rights to negotiate the terms of the transaction, the Management Board of Zakłady Azotowe PUŁAWY S.A. (PUŁAWY) hereby reports that today (i.e. on June 2nd 2010) it was notified that PKN ORLEN had not accepted PUŁAWY’s offer to acquire ANWIL S.A. shares. Given the differences between their positions, the parties decided to terminate the negotiations.
Subject: Draft Resolutions of the Extraordinary General Shareholders Meeting of Zakłady Azotowe “Puławy” S.A. convened for June 11th 2010 Legal Basis: Art. 56.1.2 of the Public offering Act – current and periodic infprmation Contents: The Management Board of Zakłady Axotowe “Puławy” S.A. hereby publishes the text of draft resolutions to be debated by the Company’s Extraordinary General Shareholders Meeting on June 11th 2010
Subject: Convening of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. for June 11th 2010 Legal Basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. of Puławy, with registered office at Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court of Lublin, XI Commercial Division of the National Court Register under entry No. 000011737 (Tax Identification No. NIP: 716-000-18-22, Industry Identification No. REGON: 430528900, share capital:PLN 191,150,000 (fully paid up)) (“the Company”), acting pursuant to Art. 399.1 of the Commercial Companies Code, hereby announces that it convenes the Extraordinary General Shareholders Meeting of the Company (“the Meeting”). The Meeting will be held at 11.00am on June 11th 2010, at the offices of Business Center Club at Plac Żelaznej Bramy 10, Warsaw, Poland. The General Shareholders Meeting is being convened upon the initiative of the Company’s Management Board. Agenda:
1. Opening of the Extraordinary General Shareholders Meeting and election of the Chair.
2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.
3. Approval of the agenda.
4. Appointment of the Ballot-Counting Committee.
5. Adoption of resolution concerning approval of the acquisition of non-current assets.
6. Closing of the Meeting. ADDITIONAL INFORMATION
Selected Shareholder Rights
1. A shareholder or shareholders representing at least one-twentieth of the share capital may request that particular matters be placed on the agenda of the forthcoming General Shareholders Meeting. Such request should be submitted to the Management Board no later than twenty-one days prior to the date set for the General Shareholders Meeting. The request should include a justification or a draft resolution concerning the item to be placed on the agenda.
2. The Management Board is obliged to announce any changes in the agenda of a General Shareholders Meeting introduced at the request of a shareholder or shareholders without undue delay, and in any event no later than eighteen days before the date set for the General Shareholders Meeting. The date must be announced in the same manner as that used to announce the convening of a General Shareholders Meeting.
3. A shareholder or shareholders of a public Company representing at least one-twentieth of its share capital may, before the date of a General Shareholders Meeting, submit to the Company draft resolutions concerning matters included or to be included in the agenda of the General Shareholders Meeting. The Company must publish such draft resolutions on its website without undue delay.
4. Requests to place particular matters on the agenda of a General Shareholders Meeting in accordance with Art. 401.1 and Art. 401.6 of the Commercial Companies Code and item 1 above, as well as draft resolutions concerning matters included or to be included in the agenda of a General Shareholders Meeting in accordance with Art. 401.4 and Art. 401.6 of the Commercial Companies Code and item 3 above, may be submitted to the Company in writing or in electronic form.
5. To enable submission of requests and draft resolutions specified in items 1 and 3 above in electronic form, the Company will make appropriate forms available for downloading from its website, which – once filled in by a shareholder or shareholders in accordance with the instructions provided in a given form – should be returned to the Company as an attachment to an e-mail message sent to the address provided in the form. Filled-in forms together with the attachments specified in the forms should be returned to the Company in the PDF format.
6. Requests and draft resolutions specified in items 1 and 3 above, as well as notifications of convening a General Shareholders Meeting, should be signed by a shareholder or his/her proxy in accordance with the rules of representation set out in the relevant registers or records.In order to facilitate verification of the validity of such requests, draft resolutions or notifications by the Company, it is recommended that they be submitted together with a registered deposit certificate specifying the number of shares held, an excerpt from the relevant register or record and the details (including contact details such as the telephone number/e-mail address) of a person with whom the Company may verify such requests, draft resolutions or notifications. In the case where such requests, draft resolutions or notifications are signed by a proxy, the power of proxy should also be attached.
7. As part of the process aimed at verifying the validity of requests and draft resolutions specified in items 1 and 3 above submitted in electronic form, as well as notifications of convening a General Shareholders Meeting, the Company may demand presentation of documents listed in item 6 and take any other reasonable steps necessary to carry out such verification, albeit the scope of such verification should be reasonably fit for its purpose.
8. The forms described in item 2 may also be used by a shareholder or shareholders to submit requests or draft resolutions referred to in item1 in writing.
9. Furthermore, each shareholder may submit draft resolutions concerning matters included in the agenda of a General Shareholders Meeting during that General Shareholders Meeting.
10. Requests, draft resolutions and notifications described in the preceding items should be in the Polish language.
11. If a General Shareholders Meeting is convened by the Supervisory Board or by shareholders representing at least half of the share capital or of the total vote in the Company, a notification of convening the Meeting should be submitted to the Company in writing or in electronic form, using the relevant form, and sent to the address provided on the Company’s website, early enough for the deadline specified in Art. 4021.2 of the Commercial Companies Code to be met. Immediately on becoming aware that a General Shareholders Meeting has been so convened, the Company’s Management Board must announce its convening on the Company’s website and in the manner prescribed for publication of current information.
Granting Powers of Proxy and Voting through a Proxy
1. A shareholder may participate in General Shareholders Meetings and exercise his/her voting rights in person or through a proxy.
2. A proxy may exercise all the shareholder rights at a General Shareholders Meeting, unless the power of proxy states otherwise.
3. A proxy may represent more than one shareholder and may vote the shares of each shareholder in a different manner.
4. A power of proxy to participate in a General Shareholders Meeting and exercise voting rights must be in written or in electronic form. A power of proxy in electronic form does not require a secure electronic signature verified with a valid qualified certificate.
5. A shareholder of the Company holding shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to the shares registered in each account.
6. A shareholder must notify the Company via e-mail of granting a power of proxy in electronic form. On its corporate website (www.zapulawy.pl) , the Company makes available a downloadable form of notification of granting a power of proxy in electronic form which, once completed in accordance with the instructions provided in the form, must be sent to the Company as an attachment to an e-mail message sent to the address given in the form. The notification of granting a power of proxy in electronic form must be submitted no later than one day prior to the date of the General Shareholders Meeting.
7. To verify the validity of electronic powers of proxy and the identity of the shareholder, the Company may request the shareholder to send in an electronic version of the power of proxy as a PDF file or a photograph. To verify the validity of electronic powers of proxy and the identity of the shareholder, the Company may also take other steps,which must be reasonably fit for that purpose. The Company will attach the printouts of such powers of proxy to the minutes of the General Shareholders Meeting.
8. The foregoing provisions apply accordingly to the procedure of revoking a power of proxy.
9. On its corporate website the Company must also make available a downloadable proxy voting form, referred to in Art. 4023.1.5 of the Commercial Companies Code.
10. Once filled in by the shareholder granting the power of proxy and delivered to the Company, the form referred to in item 9 above may serve as a voting card to be used by the proxy in the case of open ballot voting, provided that the notification of granting the power of proxy or the power of proxy itself expressly states that the proxy is obliged to use the said form as a voting card. In the case of secret ballot voting, the form filled in by the shareholder granting the power of proxy should be treated only as an instruction to vote in a particular manner. In the case of secret ballot voting, the form filled in by the shareholder granting the power of proxy will be kept by the proxy exercising the voting right and will not be submitted to the Company.
11. If a proxy votes using the form referred to in item 9 above, such form should be handed over to the Chair of the General Shareholders Meeting before the end of the vote on a resolution which is to be put to a vote in the abovementioned manner. The Chair of the General Shareholders Meeting informs those present that a vote has been cast using the form and on that basis the vote is counted in during ballot counting. Such form will then be attached to the book of minutes.
Right to Participate in the Company’s General Shareholders Meetings
1. Only persons being the Company’s shareholders sixteen days before the date of a General Shareholders Meeting (when their participation in the Meeting is registered) have the right to participate in the Meeting.
2. Pledgees and usufructuaries who have the right to vote may participate in a General Shareholders Meeting if their details are entered in the share register on the day when participation in the Meeting is registered.
3. Holders of rights attached to book-entry bearer shares in the Company may request the entity maintaining his/her/its securities account to issue a registered certificate confirming that holder’s right to participate in a General Shareholders Meeting. Such request may be made in the period from the announcement of a General Shareholders Meeting until the first weekday following the day on which participation in the Meeting is registered.
4. The list of persons entitled to participate in a General Shareholders Meeting as holders of rights attached to book-entry bearer shares will be determined by the Company on the basis of the record prepared by the entity operating the depository for securities, pursuant to the laws and regulations applicable to trading in financial instruments.
5. The entity operating the depository for securities draws up the record referred to in item 4above on the basis of records submitted, no later than twelve days before the date of the General Shareholders Meeting, by the entitled persons, pursuant to the laws and regulations applicable to trading in financial instruments. The records submitted to the entity operating the depository for securities are drawn up on the basis of certificates, referred to in item 3 above, confirming the right to participate in General Shareholders Meetings of a public Company.
6. The list of shareholders entitled to participate in a General Shareholders Meeting, signed by the Management Board Members, containing the first names and surnames or company names of the entitled persons, their addresses of residence (or registered offices), the amount and type of their shares, as well as numbers assigned and the number of votes attaching thereto, will be on display at the Management Board’s offices (in Puławy, at Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, room 122) for three weekdays immediately preceding the General Shareholders Meeting, from 7am to 3pm.
7. A shareholder of the Company may request to be sent, free of charge, the list of shareholders in electronic form, to the address provided by the shareholder. The Company advises the shareholders to do so in order to satisfy themselves that their names are included in the list of shareholders. If a shareholder is not included in the list of shareholders despite holding a certificate confirming that shareholder’s right to participate in the General Shareholders Meeting, the list of shareholders entitled to participate in the Meeting will be accordingly supplemented.
FINAL PROVISIONS
1.Information concerning a General Shareholders Meeting, documents to be presented at the Meeting and draft resolutions or, if no resolutions are to be put to a vote at the Meeting, the Management Board’s or the Supervisory Board’s comments concerning the matters which have been included or which are to be included in the Meeting’s agenda before the date set for the Meeting, will be published on the Company website (www.zapulawy.pl).
2.The Company excludes the possibility of participating in a General Shareholders Meeting by means of remote communication and of expressing opinions or voting by letter or by means of remote communication.
3. Any requests or notifications pertaining to a General Shareholders Meeting or other documents submitted by shareholders or their proxies in electronic form should be sent to the Company’s e-mail address: ##lop#at#podin.ejapln.ea##, or – when in writing – to the Company’s address: Zakłady Azotowe "Puławy" S.A. Dział Obsługi Zarządu i Rady Nadzorczej Aleja Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, Poland. While any such requests, notifications or documents in electronic form may be submitted otherwise than in the manner prescribed above or to an e-mail address different than that specified in the preceding sentence, the Company will not bear any responsibility if they fail to reach the Company or if their verification proves impossible.
4. Any matters not provided for herein will be governed by the provisions of the Commercial Companies Code, the Company’s Articles of Association or the Rules of Procedure for the Company’s General Shareholders Meeting.
Subject: Execution of an Annex to Gas Purchase Agreement Legal basis: Art. 561.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (the “Company”) reports that on May 6th 2010 an annex was signed to the High-Methane Gas Purchase Agreement concluded with PGNiG SA on January 14th 1999. Under the agreement, PGNiG S.A. sells and delivers agreed quantities of gas to the Company. The estimated value of the agreement in 2010, based on the applicable tariff price specified in the annex, contractual capacity subscription and gas volume, is PLN 810m (VAT excl.), and exceeds 10% of the Company’s equity (the agreement satisfies the criteria to be classified as a significant agreement).
Subject: Cooperation Agreement with Vattenfall Generation Poland sp. z o.o. Legal basis: Art. 56.5 of the Public Offering Act – update of information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that following execution of an agreement with Vattenfall Poland Spółka z o.o. concerning a joint power plant (Current Report No. 60/2008 of December 23rd 2008), on April 23rd 2010, ZA Puławy and Vattenfall Generation Poland sp. z o.o. executed agreement setting out the terms and conditions of cooperation between Zakłady Azotowe Puławy S.A. and Vattenfall Generation Poland sp. z o.o., as partners, in the implementation of a power project. Under the agreement, Vattenfall Generation Poland sp. z o.o. assumed all rights and obligations of Vattenfall Poland Spółka z o.o. defined in the agreement. The parties intend to construct and operate a power plant or a CHP plant with a capacity over 1,400 MWe (in Current Report No. 32/2009 of June 16th 2009, the Company announced that it had requirements for the power plant’s connection to the grid operated by Polskie Sieci Elektroenergetyczne Operator S.A.). The project will operate as a special purpose vehicle. Under the agreement, Zakłady Azotowe Puławy S.A. is to make a contribution to the SPV in the form of real estate on which the plant will be erected. Implementation of the project is subject to a number of conditions, including preparation a feasibility study and a preliminary environmental impact report as well as fulfillment of a number of formal requirements. The parties expect that these requirements should be met by June 30th 2012.
Subject: Shareholders Holding at Least 5% of the Total Vote at the EGM on April 19th 2010 Legal basis: Art. 70.3 of the Public Offering Act – General Shareholders Meeting, list of shareholders holding over 5% of the total vote Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the following shareholders held at least 5% of the total vote at the Extraordinary General Shareholders Meeting of the Company, held on February 19th 2010 in Warsaw. 1. The State Treasury:
number of shares at the EGM – 9 686 248
number of votes at the EGM – 9 686 248
percentage share in the total vote at the EGM – 72,90%
percentage share in the total vote – 50,67% 2. Kompania Węglowa S.A.
number of shares at the EGM – 1 892 385
number of votes at the EGM – 1 892 385
percentage share in the total vote at the EGM – 14,24%
percentage share in the total vote – 9,90% 3. ING OFE:
number of shares at the EGM – 1 000 000
number of votes at the EGM – 1 000 000
percentage share in the total vote at the EGM – 7,53%
percentage share in the total vote – 5,23%
Subject: Resolutions of the Extraordinary General Shareholders Meeting held on April 19th 2010 Legal Basis: Art. 56.1.2 of the Public Offering Act – Current and Periodic Information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby reports resolutions adopted by the Extraordinary General Shareholders Meeting held on April 19th 2010.
Subject: Appointment of the Supervisory Board member Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the Extraordinary Shareholders Meeting held on April 19th 2009 resolved to appoint Mr Jan Nowicki to the Supervisory Board, a candidate elected by the Company’s employees, with effect from the resolution date. Jan Nowicki Education:
Graduate of the Warsaw University of Technology, Faculty of Electrical Engineering, specialising in power plants and electrical power management. In 1972, Mr Nowicki was awarded the M.Sc. degree in Electrical Engineering. Jan Nowicki also completed a teaching training course at the Warsaw University of Technology, which qualifies him for teaching in secondary schools. Professional experience:
Since 1999 – Zakłady Azotowe Puławy S.A. – Manager of the License and Patent Department
1989–1999: Zakłady Azotowe Puławy S.A. – Manager of the International Cooperation Department.
1982–1985: delegated under an export contract to work for Elektrim/ Energoeksport in Syria as Supervising Engineer and Contract Manager for the Baniyas power plant (2x170 MW)
1972–1989: CHP plant of Zakłady Azotowe Puławy S.A., held the following positions: (in chronological order): Technologist, Plant Shift Manager, Deputy Head of the Department, Department Head
1972–1974: WSK Delta Rzeszów – Power Engineering Specialist.
Performed functions:
2002–2006: Chairman of the Supervisory Board of REMZAP Sp. z o.o.
2000–2002: Member of the Supervisory Board of REMZAP Sp. z o.o. Additional qualifications:
Passed state examination for candidates for members of supervisory boards at state-owned stock companies English and German translator specialising in technical texts, accredited by the Polish Federation of Engineering Associations (NOT) Mr Jan Nowicki does not engage in any activity competitive to the Company’s business. Furthermore, he is not a partner in any competitive partnership under civil law or another type of partnership or a member of a governing body of any other competitive legal entity. Mr Jan Nowicki is not entered in the Insolvent Debtors Register maintained by virtue of the National Court Register Act.
Subject: Grant of Exclusive Rights to Negotiate Purchase of Shares in Zakłady Azotowe Anwil S.A. Legal basis: Art. 56.1.1 of the Public Offering Act – inside information Contents: In reference to Current Report No. 1/2010 (dated January 25th 2010) in which the Management Board of Zakłady Azotowe PUŁAWY S.A. (PUŁAWY) reported submitting to Polski Koncern Naftowy ORLEN S.A. (PKN ORLEN) a bid for the purchase of 84.79% of the ANWIL S.A. shares, the PUŁAWY Management Board hereby reports that today (i.e. April 16th 2010) it has been informed by PKN ORLEN that following the analysis of bids submitted in the process of sale of 84.79% of the ANWIL S.A. shares and additional discussions with bidders, and having received revised price and other conditions, PKN ORLEN resolved to grant to PUŁAWY exclusive rights to negotiate and agree, by June 30th 2010, all material terms of the transaction.
Subject: Termination of Contract for Electricity Transmission Services Legal basis: Art. 56.1.2 of the Offering Act – Current and Periodic Information Contents: The Management Board of Zakłady Azotowe Puławy S.A. ("the Company") hereby reports that, in connection with execution of a contract with Polskie Sieci Elektroenergetyczne Operator Spółka Akcyjna (PSE Operator S.A.) and the contract’s coming into force on April 1st 2010 (Current Reports Nos. 11/2010 and 14/2010), the contract for sale of electricity and provision of transmission services executed with PGE Lubelskie Zakłady Energetyczne S.A. will be terminated on April 1st 2010 to the extent it relates to the provision of transmission services to the Company. The contract with PGE Lubelskie Zakłady Energetyczne S.A. provides for its termination on the date on which the contract for electricity transmission services executed between Zakłady Azotowe Puławy S.A. and PSE Operator S.A. comes into force and on the effective dates of the relevant annexes to the contracts with business partners that had so far provided the Company with electricity transmission services. Accordingly, the Company will be a party to two separate contracts: one for the purchase of electricity and the other for the provision of transmission services. This arrangement follows from the electricity purchase model adopted by the Company. Termination of the contract with PGE Lubelskie Zakłady Energetyczne S.A. to the extent it relates to the provision of electricity transmission services, and its substitution with the contract with PSE Operator S.A. do not have any adverse financial consequences for the Company.
Subject: Fulfilment of Conditions Precedent Under Contract for Electricity Transmission Services ("Material Agreement") Legal basis: Art. 56.1.2 of the Offering Act – Current and Periodic Information Contents: In connection with the contract for provision of electricity transmission services to the Company, concluded with Polskie Sieci Elektroenergetyczne Operator Spółka Akcyjna (PSE Operator S.A.) on March 10th 2010 (Current Report No. 11/2010 of March 11th 2010), the Management Board of Zakłady Azotowe Puławy S.A. ("the Company"), hereby reports that the conditions precedent for the contract to become effective, namely establishment of a performance bond by the Company and execution by PSE Operator S.A. of relevant annexes to the contracts with business partners that had so far provided the Company with electricity transmission and balancing services, have been fulfilled. On March 26th 2010, the Company received a letter from PSE Operator S.A. informing the Company that the above contract will come into force as of April 1st 2010.
Subject: Draft Resolutions of the Extraordinary General Shareholders Meeting of Zakłady Azotowe Puławy S.A. convened for April 19th 2010 Legal Basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby publishes the texts of draft resolutions to be debated by the Company’s Extraordinary General Shareholders Meeting on April19th 2010.
Subject: Convening of the Extraordinary General Shareholders Meeting of 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 Zakłady Azotowe Puławy S.A. of Puławy, with registered office at Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court of Lublin, XI Commercial Division of the National Court Register under entry No. 000011737 (Tax Identification No. NIP: 716-000-18-22, Industry Identification No. REGON: 430528900, share capital: PLN 191,150,000 (fully paid up)) (“the Company”), acting pursuant to Art. 399.1 of the Commercial Companies Code, hereby announces that it convenes the Extraordinary General Shareholders Meeting of the Company (“the Meeting”). The Meeting will be held at 11.00 am on April 19th 2009, at the offices of Business Center Club at Plac Żelaznej Bramy 10, Warsaw, Poland. The General Shareholders Meeting is being convened upon the initiative of the Company’s Management Board. Agenda:
1. Opening of the Extraordinary General Shareholders Meeting and election of the Chairperson.
2. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.
3. Approval of the agenda.
4. Appointment of the Ballot Counting Committee.
5. Adoption of a resolution concerning appointment of a Supervisory Board member elected by the Company’s employees.
6. Adoption of resolutions concerning approval of the acquisition of non-current assets.
7. Adoption of a resolution concerning an amendment to the resolution of the General Shareholders Meeting.
8. Adoption of a resolution concerning grant of annual bonus to the President of the Management Board.
9. Adoption of a resolution concerning grant of additional benefits to the President of the Management Board.
10. Closing of the Meeting.
ADDITIONAL INFORMATION
Selected Shareholder Rights
1. A shareholder or shareholders representing at least one-twentieth of the share capital may request that particular matters be placed on the agenda of the forthcoming General Shareholders Meeting. Such request should be submitted to the Management Board no later than twenty-one days prior to the date set for the General Shareholders Meeting. The request should include a justification or a draft resolution concerning the item to be placed on the agenda.
2. The Management Board is obliged to announce any changes in the agenda of a General Shareholders Meeting introduced at the request of a shareholder or shareholders without undue delay, and in any event no later than eighteen days before the date set for the General Shareholders Meeting. The date must be announced in the same manner as that used to announce the convening of a General Shareholders Meeting.
3. A shareholder or shareholders of a public Company representing at least one-twentieth of its share capital may, before the date of a General Shareholders Meeting, submit to the Company draft resolutions concerning matters included or to be included in the agenda of the General Shareholders Meeting. The Company must publish such draft resolutions on its website without undue delay.
4. Requests to place particular matters on the agenda of a General Shareholders Meeting in accordance with Art. 401.1 and Art. 401.6 of the Commercial Companies Code and item 1 above, as well as draft resolutions concerning matters included or to be included in the agenda of a General Shareholders Meeting in accordance with Art. 401.4 and Art. 401.6 of the Commercial Companies Code and item 3 above, may be submitted to the Company in writing or in electronic form.
5. To enable submission of requests and draft resolutions specified in items 1 and 3 above in electronic form, the Company will make appropriate forms available for downloading from its website, which – once filled in by a shareholder or shareholders in accordance with the instructions provided in a given form – should be returned to the Company as an attachment to an e-mail message sent to the address provided in the form. Filled-in forms together with the attachments specified in the forms should be returned to the Company in the PDF format.
6. Requests and draft resolutions specified in items 1 and 3 above, as well as notifications of convening a General Shareholders Meeting, should be signed by a shareholder or his/her proxy in accordance with the rules of representation set out in the relevant registers or records. In order to facilitate verification of the validity of such requests, draft resolutions or notifications by the Company, it is recommended that they should be submitted together with a registered deposit certificate specifying the number of shares held, an excerpt from the relevant register or record and the details (including contact details such as the telephone number/e-mail address) of a person with whom the Company may verify such requests, draft resolutions or notifications. In the case where such requests, draft resolutions or notifications are signed by a proxy, the power of proxy should also be attached.
7. As part of the process aimed at verifying the validity of requests and draft resolutions specified in items 1 and 3 above submitted in electronic form, as well as notifications of convening a General Shareholders Meeting, the Company may demand presentation of documents listed in item 6 and take any other reasonable steps necessary to carry out such verification, albeit the scope of such verification should be reasonably fit for its purpose.
8. The forms described in item 5 may also be used by a shareholder or shareholders to submit requests or draft resolutions referred to in item 1 and 3 in writing.
9. Furthermore, each shareholder may submit draft resolutions concerning matters included in the agenda of a General Shareholders Meeting during that General Shareholders Meeting.
10. Requests, draft resolutions and notifications described in the preceding items should be in the Polish language.
11. If a General Shareholders Meeting is convened by the Supervisory Board or by shareholders representing at least half of the share capital or of the total vote in the Company, a notification of convening the Meeting should be submitted to the Company in writing or in electronic form, using the relevant form, and sent to the address provided on the Company’s website, early enough for the deadline specified in Art. 4021.2 of the Commercial Companies Code to be met. Immediately on becoming aware that a General Shareholders Meeting has been so convened, the Company’s Management Board must announce its convening on the Company’s website and in the manner prescribed for publication of current information. Granting Powers of Proxy and Voting through a Proxy
1. A shareholder may participate in General Shareholders Meetings and exercise his/her voting rights in person or through a proxy.
2. A proxy may exercise all the shareholder rights at a General Shareholders Meeting, unless the power of proxy states otherwise.
3. A proxy may represent more than one shareholder and may vote the shares of each shareholder in a different manner.
4. A power of proxy to participate in a General Shareholders Meeting and exercise voting rights must be in written or in electronic form. A power of proxy in electronic form does not require a secure electronic signature verified with a valid qualified certificate.
5. A shareholder of the Company holding shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to the shares registered in each account.
6. A shareholder must notify the Company via e-mail of granting a power of proxy in electronic form. On its corporate website (www.zapulawy.pl) , the Company makes available a downloadable form of notification of granting a power of proxy in electronic form which, once completed in accordance with the instructions provided in the form, must be sent to the Company as an attachment to an e-mail message sent to the address given in the form. The notification of granting a power of proxy in electronic form must be submitted no later than one day prior to the date of the General Shareholders Meeting.
7. To verify the validity of electronic powers of proxy and the identity of the shareholder, the Company may request the shareholder to send in an electronic version of the power of proxy as a PDF file or a photograph. To verify the validity of electronic powers of proxy and the identity of the shareholder, the Company may also take other steps,which must be reasonably fit for that purpose. The Company will attach the printouts of such powers of proxy to the minutes of the General Shareholders Meeting.
8. The foregoing provisions apply accordingly to the procedure of revoking a power of proxy
9. On its corporate website the Company must also make available a downloadable proxy voting form, referred to in Art. 4023.1.5 of the Commercial Companies Code.
10. Once filled in by the shareholder granting the power of proxy and delivered to the Company, the form referred to in item 9 above may serve as a voting card to be used by the proxy in the case of open ballot voting, provided that the notification of granting the power of proxy or the power of proxy itself expressly states that the proxy is obliged to use the said form as a voting card. In the case of secret ballot voting, the form filled in by the shareholder granting the power of proxy should be treated only as an instruction to vote in a particular manner. In the case of secret ballot voting, the form filled in by the shareholder granting the power of proxy will be kept by the proxy exercising the voting right and will not be submitted to the Company.
11. If a proxy votes using the form referred to in item 9 above, such form should be handed over to the Chair of the General Shareholders Meeting before the end of the vote on a resolution which is to be put to a vote in the abovementioned manner. The Chair of the General Shareholders Meeting informs those present that a vote has been cast using the form and on that basis the vote is counted in during ballot counting. Such form will then be attached to the book of minutes.
Right to Participate in the Company’s General Shareholders Meetings
1. Only persons being the Company’s shareholders sixteen days before the date of a General Shareholders Meeting (when their participation in the Meeting is registered) have the right to participate in the Meeting.
2. Pledgees and usufructuaries who have the right to vote may participate in a General Shareholders Meeting if their details are entered in the share register on the day when participation in the Meeting is registered.
3. Holders of rights attached to book-entry bearer shares in the Company may request the entity maintaining his/her/its securities account to issue a registered certificate confirming that holder’s right to participate in a General Shareholders Meeting. Such request may be made in the period from the announcement of a General Shareholders Meeting until the first weekday following the day on which participation in the Meeting is registered.
4. The list of persons entitled to participate in a General Shareholders Meeting as holders of rights attached to book-entry bearer shares will be determined by the Company on the basis of the record prepared by the entity operating the depository for securities, pursuant to the laws and regulations applicable to trading in financial instruments.
5. The entity operating the depository for securities draws up the record referred to in item 4above on the basis of records submitted, no later than twelve days before the date of the General Shareholders Meeting, by the entitled persons, pursuant to the laws and regulations applicable to trading in financial instruments. The records submitted to the entity operating the depository for securities are drawn up on the basis of certificates, referred to in item 3 above, confirming the right to participate in General Shareholders Meetings of a public Company.
6. The list of shareholders entitled to participate in a General Shareholders Meeting, signed by the Management Board Members, containing the first names and surnames or company names of the entitled persons, their addresses of residence (or registered offices), the amount and type of their shares, as well as numbers assigned and the number of votes attaching thereto, will be on display at the Management Board’s offices (in Puławy, at Al. Tysiąclecia Państwa Polskiego 13, 24-110 Puławy, room 122) for three weekdays immediately preceding the General Shareholders Meeting, from 7am to 3pm.
7. A shareholder of the Company may request to be sent, free of charge, the list of shareholders in electronic form, to the address provided by the shareholder. The Company advises the shareholders to do so in order to satisfy themselves that their names are included in the list of shareholders. If a shareholder is not included in the list of shareholders despite holding a certificate confirming that shareholder’s right to participate in the General Shareholders Meeting, the list of shareholders entitled to participate in the Meeting will be accordingly supplemented.
FINAL PROVISIONS
1.Information concerning a General Shareholders Meeting, documents to be presented at the Meeting and draft resolutions or, if no resolutions are to be put to a vote at the Meeting, the Management Board’s or the Supervisory Board’s comments concerning the matters which have been included or which are to be included in the Meeting’s agenda before the date set for the Meeting, will be published on the Company website (www.zapulawy.pl).
2.The Company excludes the possibility of participating in a General Shareholders Meeting by means of remote communication and of expressing opinions or voting by letter or by means of remote communication.
3. Any requests or notifications pertaining to a General Shareholders Meeting or other documents submitted by shareholders or their proxies in electronic form should be sent to the Company’s e-mail address: ##lop#at#podin.ejapln.ea##, or – when in writing – to the Company’s address: Zakłady Azotowe "Puławy" S.A. Dział Obsługi Zarządu i Rady Nadzorczej Aleja Tysiąclecia Państwa Polskiego 13, 24-100 Puławy, Poland. While any such requests, notifications or documents in electronic form may be submitted otherwise than in the manner prescribed above or to an e-mail address different than that specified in the preceding sentence, the Company will not bear any responsibility if they fail to reach the Company or if their verification proves impossible.
4. Any matters not provided for herein will be governed by the provisions of the Commercial Companies Code, the Company’s Articles of Association or the Rules of Procedure for the Company’s General Shareholders Meeting.
Subject: Execution of Material Agreement: Contract for Electricity Transmission Services Contents: The Management Board of Zakłady Azotowe Puławy S.A. (the "Company") hereby reports that on March 10th, 2010 the Company concluded a contract for provision of electricity transmission services with Polskie Sieci Elektroenergetyczne Operator Spółka Akcyjna (PSE Operator S.A.). The contract was concluded for an unspecified period. The prices and charges for electricity transmission, the subscription charge, as well as other charges and methods of their calculation are specified in the Electricity Tariff of PSE Operator S.A. approved by the President of the Energy Regulatory Authority (URE) and published in the Authority’s Bulletin. The currently applicable Tariff was approved by the President of URE by virtue of his decisions of December 17th and 23rd, 2009. An estimated value of the contract over the period of five years is PLN 160m and exceeds 10% of the Company’s equity. The agreement will become effective as of the beginning of a new settlement period on the Balancing Market, however, not earlier than after 10 calendar days as of establishment of a performance bond by the Company and after PSE Operator S.A. has received relevant annexes from business partners that have so far provided the Company with electricity transmission and balancing services. The above are conditions precedent for the contract to become effective. Once the contract with PSE Operator S.A. becomes effective, the current contract with PGE Lubelskie Zakłady Energetyczne S.A. of December 20th, 1999 will be terminated in the part relating to transmission services. That contract has hitherto governed purchase and transmission of electricity to the Company; it required PGE Lubelskie Zakłady Energetyczne S.A. to conclude with PSE Opertaor S.A. a contract for provision of transmission services to the Company.
Subject: Supplement to 1H 2009/2010 Interim Report Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that in the six-month report for the period from July 1st to December 31st, 2009, that is for the first half of the financial year 2009/2010, Note 22 of the interim financial statements (page 42) did not, for technical reasons, contain tables with the contingent receivables and liabilities. The missing information is presented in the attachment to this annoucement.
Subject: Change of the publication date of the semi-annual report Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Content: The Management Board of Zakłady Azotowe Puławy S.A. reports that the Company’s report for the first half of the financial year lasting from July 1st 2009 to June 30th 2010, whose publication date, as specified in Current Report No. 34/2009, was scheduled for March 1st 2010, will be published on February 26th 2010.
Subject: Shareholders Holding at Least 5% of the Total Vote at the EGM on February 15th 2010 Legal basis: Art. 70.3 of the Public Offering Act – General Shareholders Meeting, list of shareholders holding over 5% of the total vote Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the following shareholders held at least 5% of the total vote at the Extraordinary General Shareholders Meeting of the Company, held on February 15th 2010 in Warsaw. 1. The State Treasury:
number of shares at the EGM – 9 686 731
number of votes at the EGM – 9 686 731
percentage share in the total vote at the EGM – 69,80%
percentage share in the total vote – 50,68% 2. Kompania Węglowa S.A.
number of shares at the EGM – 1 892 385
number of votes at the EGM – 1 892 385
percentage share in the total vote at the EGM – 13,64%
percentage share in the total vote – 9,90% 3. ING OFE:
number of shares at the EGM – 1 000 000
number of votes at the EGM – 1 000 000
percentage share in the total vote at the EGM – 7,21%
percentage share in the total vote – 5,23% 4. Mennica Polska S.A.
number of shares at the EGM – 975 155
number of votes at the EGM – 975 155
percentage share in the total vote at the EGM – 7,03%
percentage share in the total vote – 5,10%
Subject: Summary of the Extraordinary General Shareholders Meeting Held on February 15th 2010 Legal Basis: Art. 56.1.2 of the Public Offering Act – Current and Periodic Information Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“the Company”) hereby reports that on February 15th 2010 the General Shareholders Meeting introduced the following amendments to the agenda of the Extraordinary General Shareholders Meeting, as set out in the announcement convening the Meeting posted on the Company’s corporate website at www.zapulawy.pl on December 22nd 2009: Agenda: 1. Opening of the Extraordinary General Shareholders Meeting and election of the Chairperson. 2. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions. 3. Approval of the agenda. 4. Appointment of the Ballot-Counting Committee. 5. Changes in the composition of the Supervisory Board of Zakłady Azotowe Puławy S.A. 6. Adoption of a resolution concerning rules of remuneration of the Vice-President of the Management Board. 7. Adoption of a resolution concerning amendments to the Rules of Procedure of the Company’s General Shareholders Meeting.
8. Adoption of a resolution concerning grant of annual bonus to the President of the Management Board. 9. Closing of the Meeting.
- It agreed to remove item 8 of the agenda: “Adoption of a resolution concerning grant of annual bonus to the President of the Management Board”, - Regarding item 5 of the proposed agenda, it agreed to forgo voting on the appointment to the Supervisory Board of the current joint term of office of a candidate elected by the Company’s employees. Reasons for the amendments: The request to amend the agenda by removing item 8 was put forward by the Company’s Management Board. Given that it was not until February 10th 2010 that the Supervisory Board adopted a resolution to propose that the General Shareholders Meeting grant the annual bonus to the President of the Management Board, the shareholders did not have enough time to consider the proposal.
Additionally, regarding item 5 of the agenda, the Company’s Management Board proposed that the General Shareholders Meeting forgo voting on the appointment to the Supervisory Board of the current joint term of office of the candidate elected by the Company’s employees. Despite the fact that the election was held, the turnout was below 50% of all the employees and therefore – pursuant to Par. 36.2 of the Company’s Articles of Association – the Central Election Committee decided that the result of the election was not binding upon the General Shareholders Meeting.
Subject: Removal of the Supervisory Board Member Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that the Extraordinary Shareholders Meeting held on February 15th 2009 resolved to remove Mr Radosław Barszcz from the Supervisory Board with effect from the resolution date.
Subject: Execution of a Material Agreement: Agreement for Power Coal Supplies Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. reports that on February 2nd 2010 the Company executed a long-term agreement for power coal supplies with Kompania Węglowa S.A. The agreement provides for the sale and delivery of power coal to Zakłady Azotowe Puławy S.A. and was concluded for the period from February 1st 2010 to December 31st 2011. The price of the coal is determined on an annual basis. The final price of delivered coal depends on the coal’s calorific vale and sulphur content. The value of the agreement until the end of 2011, estimated on the basis of the price list for 2010, falls in the range from PLN 160m to PLN 180m, depending on the quality of delivered coal. The upper end of the range is an amount which exceeds 10% of the Company’s equity (which as at September 30th 2009 was PLN 1,734,184,197.37) The agreement contains the following contractual penalty provision: The party responsible for the failure to deliver the contracted volume of coal is to pay to the other party a contractual penalty equal to 10% of the net value of undelivered or uncollected coal. The parties may waive their right to charge contractual penalties. Each party may claim additional compensation on general terms if the amount of contractual penalties is not sufficient to cover the loss incurred. Each party may be relieved from the obligation to pay contractual penalties if it proves that the improper performance of the agreement was caused by force majeure. The terms of the agreement do not differ from contractual terms generally applied to this type of agreements.
Subject: Execution of Annex to Agreement for Sale of Electricity and Provision of Transmission Services Contents: The Management Board of Zakłady Azotowe Puławy S.A. (“Company”) reports that on February 2nd 2010 the Company executed an annex to the agreement of December 20th 1999 with PGE Lubelskie Zakłady Energetyczne S.A., for the sale of electricity and provision of transmission services. The annex sets forth the prices of electricity for 2010 and amends the settlement terms. The value of the agreement in 2010, estimated on the basis of the volume of electricity to be purchased totals PLN 207.5m and exceeds 10% of the Company’s equity (which, as at September 30th 2009 amounted to PLN 1,734,184,197.37).
The prices and transmission charges as well as subscription fees for 2010 are defined in the PSE-Operator S.A.’s Electricity Tariff approved by the President of URE by virtue of the decisions of December 17th and December 23rd 2009. Transmission charges and subscription fees are determined in accordance with the PSE-Operator S.A.’s Electricity Tariff published in the URE Bulletin.
Subject: Execution of a Significant Agreement for Sale of Urea Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information Contents: The Management Board of Zakłady Azotowe Puławy S.A. hereby reports that yesterday (i.e. on January 28th 2010) a contract providing for sale of urea was executed with Kronopol Żary Sp. z o.o. (“Kronopol”). Under the contract, the Company undertook to supply, and Kronopol undertook to collect, specific amounts of urea. The value of the contract is estimated at PLN 330m, and thus exceeds 10% of the Company’s equity. The contract was concluded for a definite period and expires on December 31st 2014. The terms of the contract do not differ from provisions customarily applied in contracts of this type. The contract does not provide for any contractual penalties whose value would exceed 10% of the contract value or the PLN equivalent of EUR 200 thousand.
Subject: Submission of Offer to Acquire Shares in Zakłady Azotowe Anwil S.A. Legal basis: Art. 56.1.1 of the Public Offering Act – Inside Information Contents: The Management Board of Zakłady Azotowe Puławy Spółka Akcyjna hereby reports that today (on January 25th 2010) it decided to submit and submitted with PKN Orlen S.A. a conditional offer to acquire 11,440,429 shares in Zakłady Azotowe Anwil S.A., conferring the right to 84.79% of the total vote at the company’s General Shareholders Meeting. If PKN Orlen S.A. accepts the offer, the parties will enter into negotiations to agree the final price of the shares, as well as the form and terms and conditions of the conditional share purchase agreement.