Grupa Kapitałowa Grupa Azoty
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Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached to this Report, selected estimated consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group (the “Group”) for the three and nine months ended 30 September 2024.
Discussion of the Q3 2024 results:
In the third quarter of 2024, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 584 million and EBITDA of PLN 5 million, with a positive EBITDA margin of 0.9%. Relative to the same period last year, EBITDA improved by approximately PLN 50 million.
European producers continued to be adversely affected by product imports into the EU, which had a key impact on the Group’s performance in all core business segments.
While reductions in feedstock prices benefited unit costs and overall results, certain segments remained challenged by negative EBITDA margins, though all showed year-over-year improvement.
Consistent recovery measures, including reductions in production costs and overheads, contributed to enhanced financial performance and the achievement of positive EBITDA in Q3 2024.
Main factors with a bearing on the Company’s financial performance in the three months ended 30 September 2024 compared with the three months ended 30 September 2023:
Fertilizers
The ongoing global economic downturn, especially the influx of cheaper fertilizers into the EU – primarily from Russia and Belarus – adversely impacted the competitive position of European producers, leading to further price declines (in parallel with decreases in most feedstock prices). The average prices of compound fertilizers sold by the Company were approximately 6% lower than in the third quarter of 2023. In addition to the impact of imports, fertilizer market activity was further constrained by the broader economic conditions in the agriculture sector. Farmers expressed a negative outlook on production profitability, citing uncertainties related to weather conditions, geopolitical conflicts, and other factors, which translated into lower fertilizer sales volumes.
The Fertilizers Segment posted an EBITDA margin of -2.7% for the third quarter of 2024, having improved by 4.1 pp year on year.
Pigments
In the third quarter of 2024, the average market prices for titanium white in Europe fell 2.2% year on year but increased 1.5% quarter on quarter. Demand in Europe remained limited due to macroeconomic and structural headwinds, while the available supply met market needs. The sharpest decline in demand was recorded in the paints and coatings sector, particularly in the construction segment. The key driver in the European market was the introduction of tariffs on imports of titanium white from China, which supported higher European prices and shifted purchasing patterns in favour of Western European suppliers. This trend was further bolstered by higher freight costs, which may increase again due to escalating geopolitical tensions in the Middle East, following recent declines.
Results for the first nine months of 2024
In the nine months to 30 September 2024, Grupa Azoty Zakłady Chemiczne Police S.A. reported consolidated revenue of PLN 1,897 million and EBITDA of PLN -33 million, with an EBITDA margin of -1.7%.Relative to the same period last year, EBITDA improved by PLN 69 million.
The amounts presented above are estimates and are subject to change. The final figures will be presented in the consolidated report for the three months ended 30 September 2024, to be issued on 6 November 2024.
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 Chemiczne Police S.A. (the “Company”) announces that on 14 October 2024 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered amendments to the Company’s Articles of Association.
The registered amendments were adopted by Resolution No. 5 of the Company’s Extraordinary General Meeting held on 30 September 2024.
The amendments to the Articles of Association are detailed in a separate appendix hereto.
In addition, the Company publishes, attached hereto, the consolidated text of the Company’s Articles of Association incorporating the amendments adopted by Resolution No. 5 of the Extraordinary General Meeting held on 30 September 2024.
Legal basis: Section 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 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 20/2023 of 1 June 2023, Current Report No. 31/2023 of 31 August 2023, Current Report No. 3/2024 of 2 February 2024, Current Report No. 15/2024 of 29 February 2024, Current Report No. 19/2024 of 27 March 2024, Current Report No. 31/2024 of 26 April 2024, Current Report No. 42/2024 of 29 May 2024, and Current Report No. 58/2024 of 31 July 2024 the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 11 October 2024 the Company’s parent, Grupa Azoty S.A. (the “Parent”), acting on its own behalf and on behalf of the Company and selected companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 3/2024, who are signatories to the relevant financing agreements (the “Financing Agreements”), executed an annex, (the “Annex”), to the agreement signed on 2 February 2024, as 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 “Agreement”).
The Annex 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 Agreement, which has been extended under the Annex until 29 November 2024.
This will facilitate the full 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, in accordance with the agreed schedule, and to maintain the restrictions provided for in the Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
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) 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 Chemiczne Police S.A. (the “Company”) announces that on 8 October 2024 the Company’s subsidiary Zarząd Morskiego Portu Police Sp. z o.o. executed an agreement with the European Climate, Infrastructure and Environment Executive Agency (the “Grant Agreement”) to fund the ‘Construction of the Port Police railway hub along with the necessary technical infrastructure as part of the construction of railway line No. 437 to the Police Seaport’ project (the “Project”).
The Project aims to construct a railway hub along with the necessary technical infrastructure with a view to improving the availability and capacity of the Police Seaport by providing it with access to the railway network. The Project’s objective is to enhance the availability of the Police Seaport from both land and sea, while increasing its cargo handling capacity.
The total value of the Project is EUR 48.3 million, including eligible expenditure of EUR 41.1 million.
The funding awarded to Zarząd Morskiego Portu Police Sp. z o.o. under the Grant Agreement will amount to EUR 33.4 million, covering 81.4% of the Project’s eligible expenditure during the implementation phase, scheduled for completion in the first quarter of 2028.
Within this time frame, Zarząd Morskiego Portu Police Sp. z o.o. will be required to complete the construction of the railway hub and technical infrastructure, including the construction of approximately 6 km of tracks and 2.82 km of internal roads, along with a signalling centre building and railway traffic control system. The Project involves the constriction of exit tracks, entry/exit tracks and loading tracks, partly electrified, as well as parallel roads. It will also include work on upgrading the stormwater pump station and fire-fighting network to protect the tracks against flooding and ensure fire protection.
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, L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 45/2023 of 15 December 2023, Current Report No. 14/2024 of 29 February 2024, Current Report No. 20/2024 of 28 March 2024, Current Report No. 33/2024 of 26 April 2024, Current Report No. 43/2024 of 29 May 2024, Current Report No. 45/2024 of 14 June 2024, Current Report No. 59/2024 of 6 August 2024 and Current Report No. 63/2024 of 30 August 2024 the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 1 October 2024 Grupa Azoty Polyolefins S.A. (the “Associate”) signed an amendment agreement (the “Amendment Agreement”) to the stabilisation agreement (the “Stabilisation Agreement”) concerning the financing of the Polimery Police project (the “Project”), which is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), as previously announced by the Company in Current Report No. 37/2020 of 31 May 2020. The Amendment Agreement was signed with the following financial institutions: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., European Bank for Reconstruction and Development, Haitong Bank Polska S.A., ICBC Standard Bank PLC, Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna), Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, and Santander Bank Polska S.A. (the “Financial Institutions”). Under the Amendment Agreement, the parties agreed on the terms and conditions under which the Financial Institutions will provide financing for the Project during the next term of the Stabilisation Agreement until 31 October 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) will contribute the balance of the support loan to the Associate, in the amount of up to EUR 105 million (the upper limit), by 30 October 2024.
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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of voting rights at the Company’s Extraordinary General Meeting held on 30 September 2024, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Extraordinary General Meeting and in total voting rights.
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 29 July 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on 30 September 2024, together with the results of voting on the resolutions.
The documents voted on at the Extraordinary General Meeting have been posted on the Company’s website https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and attached to Current Report No. 65/2024 of 30 August 2024 and Current Report No. 69/2024 of 23 September 2024.
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 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 Chemiczne “Police” 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 8 of the agenda of the Company’s Extraordinary General Meeting convened for 30 September 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: Section 19.1.4 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: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 12 September 2024 the Company’s parent Grupa Azoty S.A., acting on its own behalf and on behalf of the Company and Grupa Azoty Zakłady Azotowe Puławy S.A., and ORLEN S.A. (jointly, the “Parties”) signed a letter of intent (the “Letter”) in connection with the Parties’ intention to undertake analyses of strategic options with a view to making decisions regarding the conclusion of potential transactions between the Parties in the following areas: polymers (with particular emphasis on Grupa Azoty Polyolefins S.A.), activities related to the production and sale of caprolactam and polyamide 6, as well as components of the port infrastructure of Grupa Azoty FOSFORY Sp. z o.o. of Gdańsk (the “Areas under Analysis”).
During the term of the Letter, the Parties will aim to select specific areas among the Areas under Analysis and strategic options within those selected areas in order to advance further work. Additionally, the Parties will agree in a separate agreement on various aspects, including dedicated areas from the Areas under Analysis and the strategic options related to them, which will be ultimately selected for negotiations and detailed due diligence.
The conclusion of the Letter of Intent is solely an expression of the Parties’ willingness to undertake potential future cooperation in good faith. It outlines the terms and conditions for discussions and activities concerning potential collaboration but does not establish any binding obligations between the Parties, other than those related to acting loyally in good faith to the extent agreed by the Parties and adhering to confidentiality obligations in accordance with the information protection clause and applicable laws.
The signed document is valid for a period of two months from the date of its execution, with the option for renewal for additional periods.
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 9 September 2024 Grupa Azoty S.A. (the Company’s parent), acting on its own behalf and on behalf of the Company and selected other Grupa Azoty Group companies (the “Grupa Azoty Group”) specified in the appendix to Current Report No. 3/2024 of 2 February 2024, which are parties to the financing agreements, executed waiver letters (the “Waiver Letters”) with 13 institutions providing financing to the Grupa Azoty Group: Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bankiem 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., Banco Santander S.A., Frankfurt Branch, the European Bank for Reconstruction and Development, and the European Investment Bank, under which these institutions agreed to waive selected terms of the Grupa Azoty Group’s financing agreements, including the covenant concerning the net debt to EBITDA ratio calculated as at 30 June 2024.
The terms of the Waiver Letters do not differ from standard terms used in such agreements.
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
Further to Current Report No. 16/2023 of 24 May 2023, Current Report No. 38/2023 of 13 November 2023, Current Report No. 4/2024 of 2 February 2024, and Current Report No. 5/2024 of 6 February 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 6 September 2024 the Company’s associate Grupa Azoty Polyolefins S.A. (the “Associate”) received from Hyundai Engineering Co., Ltd, the General Contractor for the Polimery Police project, two change proposals (the “Change Proposals”) concerning the turnkey engineering, procurement and construction contract for the Polimery Police project of 11 May 2019 (the “EPC Contract”).
The first change proposal submitted by the General Contractor (the “First Change Proposal”) seeks an extension of the completion deadline for the Polimery Police project by an additional 43 days (in addition to the 261 days specified in the General Contractor’s notices of initiation of a change procedure under the EPC Contract to extend the project completion date, announced in Current Report No. 38/2023 of 13 November 2023 and Current Report No. 4/2024 of 2 February 2024) and an increase in the General Contractor’s remuneration by EUR 9,609,408.94. The General Contractor cites events affecting specific parts of the project, which resulted from insufficient coordination of work, as the reasons for requesting an extension of the completion deadline and the increase in remuneration under the First Change Proposal.
The second change proposal submitted by the General Contractor (the “Second Change Proposal”) concerns an increase of EUR 116,220,264 in the General Contractor’s remuneration. The General Contractor stated that the basis for requesting the remuneration increase under the Second Change Proposal is the additional costs that the General Contractor had incurred as a result of activities undertaken by the Associate’s personnel during the commissioning phase.
Both Change Proposals will be thoroughly reviewed and verified in terms of their appropriateness under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Associate and the General Contractor, as well as in the light of facts.
The Associate is currently negotiating with the General Contractor regarding the final settlement of the Polimery Police project, including reaching an agreement on mutual claims. As part of the negotiations, the Associate informed the General Contractor of its position and assessment regarding the previously submitted change proposals (published in Current Report No. 16/2023 of 24 May 2023, Current Report No. 38/2023 of 13 November 2023, Current Report No. 4/2024 of 2 February 2024, and Current Report No. 5/2024 of 6 February 2024), stating that, based on the documents and information provided, the Associate, for the most part, does not find grounds to grant the General Contractor’s claims specified above.
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
Text of the report:
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the draft resolutions and documents to be considered at the Extraordinary General Meeting scheduled for 30 September 2024. These materials are relevant to the resolutions to be voted on and have not been previously published.
Legal basis: Section 19.1.2 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
Text of the report:
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby gives notice of the Extraordinary General Meeting of the Company to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11 a.m. on 30 September 2024, in accordance with the notice attached to this Current Report.
Legal basis: Section 19.1.1 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: Article 17(1) of MAR – Inside information
Further to Current Report No. 45/2023 of 15 December 2023, Current Report No. 14/2024 of 29 February 2024, Current Report No. 20/2024 of 28 March 2024, Current Report No. 33/2024 of 26 April 2024, Current Report No. 43/2024 of 29 May 2024, Current Report No. 45/2024 of 14 June 2024, and Current Report No. 59/2024 of 6 August 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the associate Grupa Azoty Polyolefins S.A. (the “Associate”) has executed an amendment to extend the term of the standstill agreement entered into with the financial institutions: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., European Bank for Reconstruction and Development, Haitong Bank Polska S.A., ICBC Standard Bank PLC, Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2 and Santander Bank Polska S.A. (the “Financial Institutions”), which concerns the financing of the Polimery Police project (the “Project”) is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), previously announced by the Company in Current Report No. 37/2020 of 31 May 2020.
The extension also entails that the Company and Grupa Azoty S.A. (the “Original Sponsors”) will contribute the balance of the support loan to the Associate, in the amount of up to EUR 105 million (the upper limit), by 29 September 2024.
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 Chemiczne Police S.A. (the “Company”) announces that on 26 August 2024 the Company’s Management Board entered into an agreement with the Company’s Trade Union Organisations (the “Agreement”) regarding the suspension of selected cost-intensive provisions of the Collective Bargaining Agreement (the “Collective Bargaining Agreement”).
Under the Agreement the key provisions of the Collective Bargaining Agreement were suspended for a period of 27 months, from 1 October 2024 to 31 December 2026. During the suspension of the Collective Bargaining Agreement, length-of-service awards will be reduced by 50%, and no annual or quarterly bonuses will be paid. Severance payments due to retirement or illness will be provided at the rate specified in the Labour Code, except for employees retiring in the month and year when they become eligible for retirement. Starting from 1 January 2025, for a period of 24 months until 31 December 2026, contributions to the Company Social Benefits Fund will be reduced to the statutory rate, and the rules for using Additional Days Off will be revised, and the number of these days will be reduced.
The concluded Agreement includes a declaration that, following the suspension period and upon meeting certain financial and liquidity conditions specified in the Agreement, the amounts that would have been paid to employees if the Collective Bargaining Agreement had not been suspended will be paid retroactively.
The periods of suspension or modification of specific provisions of the Collective Bargaining Agreement, as outlined in the Agreement, may be shortened by mutual consent of the parties. However, this cannot occur before 31 December 2025 after an analysis of the company’s current economic, financial, and payment situation, in particular EBIT and the net debt/EBITDA ratio.
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 Chemiczne Police S.A. (the “Company”) publishes the estimated selected consolidated financial results of Grupa Azoty Zakłady Chemiczne Police S.A. for the second quarter and the first half of 2024.
Discussion of the results for the second quarter of 2024
The challenging market conditions in the European fertilizer and chemical industry are evident in the financial results for the second quarter and first half of 2024. The results are also adversely impacted by the absence of effective corrective and adaptation measures in 2023 and previous years.
The second quarter of 2024 did not bring a reversal of the persistently unfavourable macroeconomic trends in Europe and globally. Globally, however, there are noticeable signs that could indicate a slow economic recovery and the potential to emerge from the economic crisis. Demand for the Company’s products, despite some periodic increases, remained unsatisfactory, particularly in light of product price declines.
In the reporting quarter, the prices of almost all raw materials used in production also fell year on year, and in the case of natural gas the decline reached 10% (based on TTF prices). The unit costs of energy utilities consumption, including purchased electricity and coal, also dropped considerably, by 42% and 34%, respectively.
In summary, in the second quarter of 2024, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 677 million and EBITDA of PLN -17 million, with an EBITDA margin of -2.5%. As a result of optimisation measures aimed at increasing capacity utilisation and adjusting the cost structure to address the challenging situation, EBITDA improved by PLN 10 million compared to the same quarter in 2023. Excluding a one-off event from the second quarter of 2023, specifically the sale of CO2 emission allowances, the improvement reached PLN 101 million.
Main factors with bearing on the Company’s financial performance within the key segments in the second quarter of 2024 compared with the second quarter of 2023:
Fertilizers
In the Fertilizers Segment, key performance drivers in the three months ended 30 June 2024 compared with the second quarter of 2023 included an uptick in production volumes and sales, with a concurrent decline in the prices for products and most raw materials, including natural gas, potassium chloride and potassium chloride.
The second quarter of 2024 saw a slowdown in the downward trend of agricultural produce prices and a slight economic improvement in the agriculture sector were observed. However, the increase in fertilizer market activity was constrained by the broader economic environment. A seasonal rise in interest in fertilizers at sales outlets led to higher sales of compound fertilizers (up 74% year on year), from the low base recorded in the same period last year. In the case of urea-based products, the ongoing global economic crisis and the availability of competitively priced imports led to further price cuts in this product category in the European market. In the case of Grupa Azoty Zakłady Chemiczne Police S.A., average prices for the segment’s products fell by approximately 23% year on year.
The Fertilizer Segment reported lower year-on-year prices for natural gas and for most other raw materials used in production. Despite the favourable effect of lower unit costs on the Company’s performance, the Segment’s EBITDA margin remained negative. This was primarily attributable to the decline in raw material prices not being sufficient to offset the drop in product prices.
In the second quarter of 2024, the Fertilizers Segment posted an EBITDA of PLN -28 million (EBITDA margin of -5.5%), an improvement of PLN 74 million year on year.
Pigments
In the Pigments Segment, the decline in titanium white prices in Europe, which began in the second quarter of 2022, halted in the second quarter of 2024. In June, the European Commission implemented provisional anti-dumping duties on titanium white imports from China to Europe, leading to increased interest in locally produced titanium white. Coupled with rising sea freight costs due to the situation in the Red Sea (and the broader Middle East region), this allowed European producers to increase average selling prices by approximately 2.6% from the first to the second quarter of 2024.
The improvement in the Segment’s performance is attributable to a decrease in the unit cost of titanium white production achieved through lower expenses for energy utilities, ilmenite, and other raw materials, the implementation of a cost-savings programme, and increased production capacity utilisation. At the same time, there was an increase in demand for titanium white, with sales volumes rising by 16% year on year. However, the Segment’s overall results were negatively impacted by the still lower prices of European titanium white compared to the same period last year.
The Pigments Segment’s EBITDA generated in the second quarter of 2024 was positive and amounted to PLN 1 million (EBITDA margin of 1.0%), having improved by PLN 21 million compared to the same quarter last year.
Results achieved in the first half of 2024
In the first half of 2024, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,313 million and EBITDA of PLN -38 million, with an EBITDA margin of -2.9%. Relative to the same period last year, the Group’s EBITDA rose by PLN 18 million. Excluding one-off events from the second quarter of 2023, specifically the sale of CO2 emission allowances (PLN 91 million) and financial support received under the programme of state aid dedicated to supporting energy-intensive sectors in connection with sudden increases in natural gas and electricity prices (PLN 68 million), the improvement reached PLN 177 million.
The amounts presented above are estimates and are subject to change. The final figures will be presented in the consolidated report for the six months ended 30 June 2024, scheduled for issue on 11 September 2024.
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, 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. 2/2024 of January 26th 2023 and 36/2024 of May 16th 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that the release date for the consolidated H1 2024 report 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. H1 2024 complete consolidated report: September 11th 2024.
2. Q3 2024 complete consolidated report: November 6th 2024.
Legal basis: Par. 80.2 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
Text of the report:
Further to Current Report No. 45/2023 of 15 December 2023, Current Report No. 14/2024 of 29 February 2024, Current Report No. 20/2024 of 28 March 2024, Current Report No. 33/2024 of 26 April 2024, Current Report No. 43/2024 of 29 May 2024, and Current Report No. 45/2024 of 14 June 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 6 August 2024 Grupa Azoty Polyolefins S.A. (the “Associate”) signed an amendment agreement effective from 31 July 2024 (the “Amendment Agreement”) to the stabilisation agreement (the “Stabilisation Agreement”) concerning the financing of the Polimery Police project (the “Project”), which is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), as previously announced by the Company in Current Report No. 37/2020 of 31 May 2020. The Amendment Agreement was signed with the following financial institutions: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., European Bank for Reconstruction and Development, Haitong Bank Polska S.A., ICBC Standard Bank PLC, Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna), Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, and Santander Bank Polska S.A. (the “Financial Institutions”). Under the Amendment Agreement, the parties agreed on the terms and conditions under which the Financial Institutions will provide financing for the Project during the next term of the Stabilisation Agreement until 30 August 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) will contribute the balance of the support loan to the Associate, in the amount of up to EUR 105 million (the upper limit), by 30 August 2024.
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
Text of the report:
Further to Current Report No. 20/2023 of 1 June 2023, Current Report No. 31/2023 of 31 August 2023, Current Report No. 3/2024 of 2 February 2024, Current Report No. 15/2024 of 29 February 2024, Current Report No. 19/2024 of 27 March 2024, Current Report No. 31/2024 of 26 April 2024, and Current Report No. 42/2024 of 29 May 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 and on behalf of the Company and selected companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 3/2024, who are signatories to the relevant financing agreements (the “Financing Agreements”), executed an annex, effective from 30 July 2024 (the “Annex”), to the agreement signed on 2 February 2024, as 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 “Agreement”).
The Annex 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 Agreement, which has been extended under the Annex until 11 October 2024.
This will facilitate the full 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, in accordance with the agreed schedule, and to maintain the restrictions provided for in the Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
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) 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
Further to Current Report No. 4/2024 of 2 February 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 31 July 2024, Grupa Azoty Polyolefins S.A., an associate of the Company (the “Associate”), signed bilateral Conditional Provisional Acceptance certificates with Hyundai Engineering Co., Ltd, the General Contractor on the Polimery Police project, for the Polypropylene Unit (“PP Unit”) and Handling and Storage Terminal subprojects delivered under the turnkey engineering, procurement and construction contract for the Polimery Police project of May 11th 2019 (the “EPC Contract”).
The Conditional Provisional Acceptance procedure was implemented as part of the efforts by the parties to the EPC Contract to expedite the handover of the Polimery Police project for commercial operation.
The procedure enables the Associate to fully manage the polypropylene production portfolio, adjusted to market conditions. The PP Unit has a production capacity of 437,000 tonnes of polypropylene per year. The main process parameters of the PP Unit have been achieved and confirmed through test runs.
The formal handover of the Polimery Police project is contingent upon the execution of an amending annex to the EPC Contract, in which the parties will finalise the approval of the Full-Load Run, determine the terms for the settlement of the Polimery Police project, and define their respective rights and obligations related to the completion of the project’s construction phase.
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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of voting rights at the Company’s Extraordinary General Meeting 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 represented at the Extraordinary General Meeting and in total voting rights.
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 29 July 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on 19 July 2024, together with the results of voting on the resolutions.
The documents voted on at the Extraordinary General Meeting have been posted on the Company’s website at https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia and attached to Current Reports No. 51/2024 of 21 June 2024 and No. 53/2024 of 26 June 2024.
At the Extraordinary General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
The Management Board also publishes a draft resolution that was put to vote at the Extraordinary General Meeting but was not carried.
Legal basis: Section 19.1.6 and 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
Acting pursuant to Article 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) presents, attached to this Current Report, its answers to the questions asked by shareholders under Article 428.1 of the Commercial Companies Code during the Annual General Meeting of June 21st 2024.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent 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 Report No. 51/2024 of 21 June 2024, and in connection with the Extraordinary General Meeting convened for 19 July 2024 (the “General Meeting”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, a resolution of the Company’s Supervisory Board of 26 June 2024 endorsing draft resolutions to be put to the vote at the General Meeting. The resolution supplements the materials previously submitted by the Company for the General Meeting.
The documentation submitted to the Extraordinary General Meeting has also been also supplemented with a resolution of the Company's Supervisory Board passed on 26 June 2024 to:
The documents referred to above will be published in the ‘General Meeting’ section of the Company's website.
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. 17(1) of MAR – Inside information
Further to Current Report No. 3/2024 of 2 February 2024, Current Report No. 15/2024 of 29 February 2024, Current Report No. 19/2024 of 27 March 2024, Current Report No. 31/2024 of 26 April 2024, Current Report No. 42/2024 of 29 May 2024, and Current Report No. 47/2024 of 21 June 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 26 June 2024 the Company’s Supervisory Board passed a resolution granting consent to the Management Board for taking actions agreed in connection with the standstill agreement entered into with financing parties (the “Standstill Agreement”), as previously announced in Current Report No. 3/2024, including actions relating to the following, without limitation:
1. execution by the Company in the future of an intercreditor agreement(s) with, inter alia: Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polski S.A., CaixaBank S.A. Branch in Poland, BNP Paribas Bank Polski S.A., European Investment Bank and European Bank for Reconstruction and Development, Banco Santander S.A. Branch in Frankfurt, 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 any of the foregoing), to which the Company or certain other companies of the Grupa Azoty Group will be parties, with the proviso that the agreement(s) may include provisions such as:
(i) appointment of a financial institution specified therein to act in the capacity of a security agent or in a similar capacity (the “Security Agent”),
(ii) an irrevocable and unconditional obligation of the Company to make payments to the Security Agent in currencies and amounts equivalent to any sums owed by the Company to each creditor under the respective intercreditor agreement when such payments become or would become due and payable under the relevant document (parallel debt) or any other obligation of the Company to make payments to a specified entity when such payments become or would become due and payable under the relevant document,
2. determination of the basic scope of security to be created over selected assets of the Company, such as registered pledges (including a registered floating charge over a pool of movables or rights forming a single economic unit, or other pools of assets), financial or civil-law pledges, joint contractual mortgages over ownership or perpetual usufruct rights to properties, and issuance of notarised consents to enforcement.
Furthermore, the Supervisory Board has endorsed the request and draft resolution of the Extraordinary General Meeting on the creation by the Company of registered pledges and financial or civil-law pledges, the creation by the Company of joint contractual mortgages over ownership or perpetual usufruct rights to specific properties, and the issuance by the Company of notarised consents to enforcement
Legal basis: Art. 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the draft resolutions and documents to be considered at the Extraordinary General Meeting scheduled for 19 July 2024. These materials are relevant to the resolutions to be voted on and have not been previously published.
Legal basis: Section 19.1.2 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 Chemiczne Police S.A. (the “Company”) hereby gives notice of the Extraordinary General Meeting of the Company to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11 am on 19 July 2024, in accordance with the notice attached to this Current Report.
Legal basis: Section 19.1.1 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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of voting rights at the Company’s Annual General Meeting held on 21 June 2024, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.
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 29 July 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on 21 June 2024, together with the results of voting on the resolutions.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and they have also been published by the Company with its separate and consolidated annual report for 2023 and attached to Current Report No. 41/2024 of 23 May 2024.
The Company’s Management Board also publishes, attached to this report, draft resolutions which were put to the vote at the Company’s Annual General Meeting but were not carried.
Furthermore, the Management Board publishes, attached hereto, draft resolutions submitted by eligible individual shareholders during the Annual General Meeting.
During the Extraordinary General Meeting, objections to Resolutions No. 4, 7, 8, 11, 13, 15, 16, 18, 20, 22, 24, 25 and 26 were raised and recorded in the minutes.
Legal basis: Section 19.1.4, 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: Article 17(1) of MAR – Inside information
Further to Current Report No. 3/2024 of 2 February 2024, Current Report No. 15/2024 of 29 February 2024, Current Report No. 19/2024 of 27 March 2024, Current Report No. 31/2024 of 26 April 2024, and Current Report No. 42/2024 of 29 May 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 21 June 2024 it passed a resolution as part of the process of implementing a standstill agreement entered into with financing parties (the “Standstill Agreement”), as previously announced in Current Report No. 3/2024, which is contingent upon obtaining necessary consents from the Company’s Supervisory Board and Extraordinary General Meeting to perform certain actions agreed upon in connection with the Agreement. These include:
1. Execution by the Company in the future of an intercreditor agreement or agreements with, inter alia: Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polski S.A., CaixaBank S.A. Branch in Poland, BNP Paribas Bank Polski S.A., European Investment Bank, European Bank for Reconstruction and Development, Banco Santander S.A. Branch in Frankfurt, 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., to which the Company or certain other companies of the Grupa Azoty Group will be parties, with the proviso that the agreement(s) may include provisions such as:
(i) Appointment of a financial institution specified therein to act in the capacity of a security agent or in a similar capacity (the “Security Agent”).
(ii) An irrevocable and unconditional obligation of the Company to make payments to the Security Agent in currencies and amounts equivalent to any sums owed by the Company to each creditor under the respective intercreditor agreement when such payments become or would become due and payable under the relevant document (parallel debt) or any other obligation of the Company to make payments to a specified entity when such payments become or would become due and payable under the relevant document.
2. Determination of the basic scope of security to be created over selected assets of the Company, such as registered pledges (including a registered floating charge over a pool of movables or rights forming a single economic unit, or other pools of assets), financial or civil-law pledges, joint contractual mortgages over ownership or perpetual usufruct rights to properties, and issuance of notarised consents to enforcement.
These decisions are part of the schedule of actions agreed with financial institutions and are aimed at finalising a long-term financing agreement for the Grupa Azoty Group.
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
Further to Current Report No. 24/2024 of 5 April 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police (the “Company”) announces that on 21 June 2024, the Annual General Meeting of the Company, acting pursuant to Art. 397 of the Commercial Companies Code, passed a resolution regarding continuation of the Company’s existence, confirming that the Company would continue as a going concern.
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
Further to Current Report No. 45/2023 of 15 December 2023, Current Report No. 14/2024 of 29 February 2024, Current Report No. 20/2024 of 28 March 2024, Current Report No. 33/2024 of 26 April 2024, and Current Report No. 43/2024 of 29 May 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 14 June 2024 Grupa Azoty Polyolefins S.A. (the “Associate”) signed an amendment agreement (the “Amendment Agreement”) to the stabilisation agreement (the “Stabilisation Agreement”) concerning the financing of the Polimery Police project (the “Project”), which is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), as previously announced by the Company in Current Report No. 37/2020 of 31 May 2020. The Amendment Agreement was signed with the following financial institutions: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., European Bank for Reconstruction and Development, Haitong Bank Polska S.A., ICBC Standard Bank PLC, Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, and Santander Bank Polska S.A. (the “Financial Institutions”). Under the Amendment Agreement, the parties agreed on the terms and conditions under which the Financial Institutions will provide financing for the Project during the next term of the Stabilisation Agreement until 31 July 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) will contribute the balance of the support loan to the Associate, in the amount of up to EUR 105 million (the upper limit), by 31 July 2024.
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
to Current Report No. 21/2024 of 29 March 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police announces that on 7 June 2024, the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A. (the “Associate”), acting pursuant to Art. 397 of the Commercial Companies Code, passed a resolution confirming that the Associate will continue its existence.
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. 45/2023 of 15 December 2023, Current Report No. 14/2024 of 29 February 2024, Current Report No. 20/2024 of 28 March 2024 and Current Report No. 33/2024 of 26 April 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 29 May 2024 Grupa Azoty Polyolefins S.A. (the “Associate”) signed an amendment agreement (the “Amendment Agreement”) to the stabilisation agreement (the “Stabilisation Agreement”) concerning the financing of the Polimery Police project (the “Project”), which is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), as previously announced by the Company in Current Report No. 37/2020 of 31 May 2020. The Amendment Agreement was signed with the following financial institutions: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., European Bank for Reconstruction and Development, Haitong Bank Polska S.A., ICBC Standard Bank PLC, Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, and Santander Bank Polska S.A. (the “Financial Institutions”). Under the Amendment Agreement, the parties agreed on the terms and conditions under which the Financial Institutions will provide financing for the Project during the next term of the Stabilisation Agreement until 14 June 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) will contribute the balance of the support loan to the Associate, in the amount of up to EUR 105m (the upper limit), by 14 June 2024.
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
Further to Current Report No. 20/2023 of 1 June 2023, Current Report No. 31/2023 of 31 August 2023, Current Report No. 3/2024 of 2 February 2024, Current Report No. 15/2024 of 29 February 2024, Current Report No. 19/2024 of 27 March 2024 and Current Report No. 31/2024 of 26 April 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 and on behalf of selected companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 3/2024, who are signatories to the relevant financing agreements (the “Financing Agreements”), executed an annex, effective from 28 May 2024 (the “Annex”), to the agreement signed on 2 February 2024, as 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 “Agreement”).
The Annex 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 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 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, in accordance with the agreed schedule, and to maintain the restrictions provided for in the Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
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) 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
Text of the report:
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents to be considered by the Annual General Meeting convened for June 21st 2024, relevant for the resolutions to be voted on and 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
Text of the report:
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11.00 a.m. on June 21st 2024, in accordance with the notice attached 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. 35/2024 of 16 May 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 22 May 2024 the Company’s Supervisory Board favourably assessed and endorsed the Management Board’s proposal for the Annual General Meeting that the net loss of PLN 1,206,306,747.90 for the financial year 2023 be covered in the following manner:
A final decision on coverage of the net loss for the financial year 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 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, selected estimated consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group (the “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 636 million and EBITDA of PLN -21 million, with an EBITDA margin of -3.3%.
The first quarter of 2024 witnesses ongoing challenges due to adverse global macroeconomic conditions. Overall demand for the Company’s products remained insufficient (despite an increase in demand for certain product groups). Selling prices experienced a decline compared to the first quarter of the previous year. Despite a year-on-year decrease in the prices of most key raw materials used in production, many product groups continued to face selling prices on the market that did not sufficiently cover production costs. The unit costs of energy carriers such as electricity and coal also fell. However, these declines were not substantial enough to achieve 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:
Fertilizers
In the Fertilizer Segment, during the first quarter of 2024, key factors influencing results included an uptick in production volumes and sales across most products, with a concurrent market-wide decline in prices for products, raw materials, and agricultural crops compared to the same period last year.
In the first quarter of 2024, sales of compound fertilizers surged by 52% from the low base observed during the same period last year. However, this year the typical seasonal rise in interest in the segment’s products was seen only towards the end of the quarter. The fertilizer market faced challenges due to the prolonged downward trend in crop prices, spanning several months, as well as pressure from fertilizer imports from outside the EU, encompassing both pricing and supply aspects.
Significant year-on-year declines were observed in the price of the key raw material for nitrogen products, that is natural gas, as well as in the price of phosphate rock and potassium chloride, used in the production of compound fertilizers. However, the declines were not sufficient to restore positive operating results.
The Fertilizers Segment’s EBITDA margin for the first quarter of 2024 was negative at -2.5%.
Pigments
During the first quarter of 2024, the primary titanium white markets (Europe, Asia, and the US) witnessed a periodic surge in demand, primarily driven by pre-season inventory replenishment. However, there were no significant indications of any major upturn in underlying demand. In both Europe and the US, the demand was stifled by the same factor – interest rates.
Despite signs of a slight recovery, average selling prices for titanium white were 19% lower than in the first quarter of 2023, substantially reducing margins, although sales volume increased by 13.5%.
Additionally, the progress of an anti-dumping investigation concerning imports of Chinese products remained a crucial factor impacting the European market.
The Pigments Segment delivered a negative EBITDA margin of -14.4% in the first quarter of 2024.
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) 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
Further to Current Report No. 2/2023 of 22 February 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that the Company will discontinue the publication of monthly production volume data, starting from April 2024.
Instead, this information will be collectively presented for individual quarters in periodic reports.
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
Further to Current Report No. 2/2024 of January 26th 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that the release date for the consolidated report for the first quarter of 2024 has been changed from May 22nd 2024 to May 28th 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. 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: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 16 May 2024 it passed a resolution regarding the coverage of net loss of PLN 1,206,306,747.90 for the financial year 2023, proposing that:
In order to implement the above resolution, the Management Board will request:
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 Chemiczne Police S.A. (the “Company”) announces that the non-financial report for 2023 covering Grupa Azoty Zakłady Chemiczne Police S.A. and the Grupa Azoty Zakłady Chemiczne Police 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 http://zchpolice.grupaazoty.com/.
Legal basis: Par. 5.11 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 March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 45/2023 of 15 December 2023, Current Report No. 14/2024 of 29 February 2024, and Current Report No. 20/2024 of 28 March 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 26 April 2024 Grupa Azoty Polyolefins S.A. (the “Associate”) signed an amendment agreement (the “Amendment Agreement”) to the stabilisation agreement (the “Stabilisation Agreement”) concerning the financing of the Polimery Police project (the “Project”), which is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), as previously announced by the Company in Current Report No. 37/2020 of 31 May 2020. The Amendment Agreement was signed with the following financial institutions: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., European Bank for Reconstruction and Development, Haitong Bank Polska S.A., ICBC Standard Bank PLC, Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, and Santander Bank Polska S.A. (the “Financial Institutions”). Under the Amendment Agreement, the parties agreed on the terms and conditions under which the Financial Institutions will provide financing for the Project during the next term of the Stabilisation Agreement, i.e., until 29 May 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) will contribute the balance of the support loan to the Associate, in the amount of up to EUR 105m (the upper limit), by 29 May 2024.
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 S.A. (the “Company”) announces that on 26 April 2024 the Company’s Supervisory Board passed resolutions to remove from the Management Board:
At the same time, the Company’s Supervisory Board passed resolutions to appoint, with effect from 26 April 2024, the following persons to the Company’s Management Board of the 9th term:
The resolutions to remove and appoint members of the Management Board took effect upon adoption.
The Company further announces that the newly appointed President of the Management Board Andrzej Dawidowski and Management Board Vice Presidents Paweł Oleksy and Jerzy Woliński 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 in any company or partners in any partnership under civil law or another type of partnership and are not members of the governing bodies of any companies or other legal persons competing with the Company’s business.
The representations received by the Company also include a statement that none of the persons appointed to serve in the roles specified above are entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the newly appointed Management Board Members’ educational background, qualifications, previously held positions and employment records is attached to this current report.
Further to Current Report No. 9/2024 of 15 February 2024, the Management Board also announces that following the appointment of Andrzej Dawidowski as President of the Management Board, Ms Anna Tarocińska ceased to serve in the capacity of acting President of the Management Board.
Legal basis: Section 5.4 and Section 5.5 of the Polish Minister of Finance’s Regulation on current and periodic information to be published by 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. 20/2023 of 1 June 2023, Current Report No. 31/2023 of 31 August 2023, Current Report No. 3/2024 of 2 February 2024, Current Report No. 15/2024 of 29 February 2024, and Current Report No. 19/2024 of 27 March 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 and on behalf of selected companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 3/2024 , who are signatories to the relevant financing agreements (the “Financing Agreements”), executed an annex (the “Annex”) to the agreement signed on 2 February 2024, as 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 “Agreement”).
The Annex to the 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 Agreement, which has been extended under the Annex until 28 April 2024.
This will facilitate the continued 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, in accordance with the agreed schedule, and to maintain the restrictions provided for in the Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
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.
In addition, on 25 April 2024, the Parent executed – on its own behalf and on behalf of the Company and selected other Grupa Azoty Group companies that are parties to the Financing Agreements, and the Company with respect to the Bilateral Agreement with Bank Gospodarstwa Krajowego – Waiver and Amendment Letters with the Financing Parties, under which these institutions agreed to waive selected terms of the Grupa Azoty Group’s Financing Agreements, and gave their consent to waive the covenant concerning the net debt/EBITDA ratio calculated as of 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, estimates of selected consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group for the fourth quarter of 2023 and for 2023.
Discussion of Q4 2023 results:
In the fourth quarter of 2023, the Company generated consolidated revenue of PLN 705m and EBITDA of PLN 25m, with an EBITDA margin of 3.6%.
The results for the fourth quarter of 2023 were adversely affected by impairment losses on the Company’s non-financial non-current assets. The recognition of impairment losses on these assets was announced by the Company in Current Report No. 24/2024 on 5 April 2024. Following asset impairment tests carried out at the Company as at 31 December 2023, it was determined that the estimated recoverable amount of assets was below the carrying amount for the Fertilizers Cash Generating Unit. As a result, a decision was made to recognise impairment losses of PLN 148m. This led to a decrease of PLN 144m in the Company’s consolidated EBIT for 2023. In accordance with the adopted accounting policies, the impairment losses are one-off non-cash events and have no effect on the Company’s consolidated EBITDA.
In addition, the Company’s consolidated pre-tax result for the fourth quarter of 2023 (with no effect on EBIT and EBITDA) was primarily affected by events related to the update of the financial model of the associate Grupa Azoty Polyolefins S.A., as well as impairment losses recognised following impairment testing of the associate’s assets, announced by the Company in Current Report No. 24/2024 of 5 April 2024. As a result of this event, net finance income/loss was additionally affected a total amount of approximately PLN -427m, consisting mainly of the valuation of the right and obligation to repurchase Grupa Azoty Polyolefins S.A. shares from non-controlling shareholders, recognition of the instrument resulting from the rate-of-return stabilisation mechanism for the Co-Sponsors’ investment in Grupa Azoty Polyolefins S.A. shares not covered by call and put options, and expected credit loss allowances relating to loans granted to Grupa Azoty Polyolefins S.A. Moreover, a loss on shares in equity-accounted associates has been recognised in the consolidated financial statements. For the fourth quarter of 2023, in the part applicable to Grupa Azoty Polyolefins S.A., the loss amounted to PLN -352m following the recognition of an impairment loss on non-current assets by the associate.
Main factors with a bearing on the financial performance in the key segments in the fourth quarter of 2023 compared with the fourth quarter of 2022:
Fertilizers:
In the Fertilizers Segment, key performance drivers in the fourth quarter of 2023 included the stabilisation of natural gas, potassium chloride and phosphate rock prices, alongside an increase in electricity costs. Additionally, there was a continued downward trend in the prices of agricultural produce, and although demand remained relatively stable, there was a weakening observed in the last month of the quarter. Fourth-quarter operating results improved in particular in the compound fertilizer business (especially in October and November).
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. This marks a 57% decrease compared to the fourth quarter of 2022.
The purchasing power of the agricultural industry was constrained by low prices of agricultural produce, coupled with the anticipation of further reductions in fertilizer prices. Furthermore, European producers continued to face pressure from low prices for fertilizer imports from outside the EU. In the fourth quarter of 2023, demand for compound fertilizers rose slightly year on year – the total output of compound fertilizers was 26% higher in the quarter, with a minor (0.1%) increase in sales volumes.
The EBITDA margin delivered by the Fertilizers Segment in the fourth quarter of 2023 improved year on year, reaching 5.7%. The Segment’s EBIT was reduced by impairment losses on non-financial non-current assets.
Pigments:
In the fourth quarter of 2023, titanium white remained readily available on the market, while demand for both pigments and pigment products decreased. The period saw a notable impact of the pricing of energy carriers, including the high cost of CO2 emission allowances, on production costs in Europe. Consequently, the competitiveness of locally produced titanium white declined, with buyers opting for cheaper titanium white from China. China’s real estate market faced a crisis, prompting producers to seek export opportunities. This resulted in a significant influx of Chinese titanium white into the European market. The market was under pressure for further price reductions due to global oversupply. Year on year, the Company reported an 18.7% increase in the volume of titanium white sales.
The Pigments Segment delivered a negative EBITDA margin of -19.6% in the fourth quarter of 2023.
Results generated in 2023:
In 2023, Grupa Azoty Zakłady Chemiczne Police S.A. reported consolidated revenue of PLN 2,970m and EBITDA of PLN -77m, with an EBITDA margin of -2.6%.
The pre-tax result for 2023 was adversely affected by non-recurring events, as described in the discussion of results for the fourth quarter of 2023.
The amounts presented above are estimates and are subject to change. The final results will be presented in the consolidated report for the 12 months of 2023, to be issued on 29 April 2024.
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 Chemiczne Police S.A. (the “Company”) announces that on 15 April 2024 it received a statement dated 15 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. 30.2 of the Company’s Articles of Association, to the effect that Mr Grzegorz Józef Ostrowski has been appointed to the Company’s Supervisory Board.
A brief description of the newly appointed Supervisory Board Member’s educational background, qualifications, previously held positions and employment records are published as an appendix to this report.
The Management Board further announces that Mr Grzegorz Józef Ostrowski 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 also includes a statement 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: Sec. 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
Estimates of consolidated production output of Grupa Azoty Zakłady Chemiczne Police S.A. in March 2024
Further to Current Report No. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. publishes, attached hereto, estimates of consolidated production output in March 2024.
Actual quarterly output figures will be released in the consolidated report for the first quarter of 2024.
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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting (“EGM”) convened for 25 March 2024 and resumed after an adjournment on 8 April 2024, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at that Extraordinary General Meeting and in the total voting rights.
The list of shareholders holding 5% or more of voting rights at the EGM until its adjournment announced on 25 March 2024 and the list of shareholders holding 5% or more of voting rights at the EGM after its resumption on 8 April 2024 are attached as an appendix hereto.
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 29 July 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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on 8 April 2024, together with the results of voting on the resolutions.
The documents voted on at the Extraordinary General Meeting have been posted on the Company’s website https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and attached to Current Report No. 13/2024 of 29 February 2024 and Current Report No. 23/2024 of 5 April 2024.
The Management Board also publishes a draft resolution that was put to vote but was not carried.
During the Extraordinary General Meeting, objections to Resolutions No. 5, 6, 7, 9, 10, 12 and 13 were raised and recorded in the minutes.
Legal basis: Par. 19.1.6, Par. 19.1.8 and Par. 19.1.9 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 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 Chemiczne Police S.A. (the “Company”) announces that on 8 April 2024 the Extraordinary General Meeting passed resolutions to remove the following persons from the Company’s Supervisory Board:
Ms Urszula Kulisiewicz,
Ms Bożena Licht,
Ms Agnieszka Ewa Dąbrowska.
The Extraordinary General Meeting also passed resolutions to appoint the following persons to the Supervisory Board:
Ms Aneta Zelek,
Mr Marcin Likierski,
Mr Andrzej Skolmowski.
At the same time, by resolution of the Extraordinary General Meeting, Mr Andrzej Skolmowski was appointed Chair of the Company’s Supervisory Board.
The resolutions to remove and appoint Members of the Supervisory Board and to appoint the Chair of the Supervisory Board took effect upon adoption.
The newly appointed Chair and Members of the Supervisory Board 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 in any company or partners in any partnership under civil law or another type of partnership and are not members of the governing bodies of any companies or other legal persons competing with the Company’s business.
The representations also include statements to the effect that the new Chair and Members 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 background, qualifications, previously held positions and employment record of the newly appointed Members of the Company’s Supervisory Board is attached 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces the estimated effect of non-cash events on the Company’s consolidated and separate financial statements for 2023.
I. Following asset impairment testing carried out at the Company as at 31 December 2023, it was determined that the estimated recoverable amount of assets was below the carrying amount for the Fertilizers Cash Generating Unit (CGU). As a result, a decision was made to recognise an impairment loss of - (minus) PLN 148m. No need to recognise impairment losses for the Pigments CGU was identified. The impairment loss at the Fertilizers CGU was recognised primarily as a result of the deterioration of long-term market forecasts and future cash flow projections, particularly for technical-grade nitrogen products.
This event affects the Company’s financial statements for 2023 by reducing separate EBIT by PLN 148m. In accordance with Grupa Azoty Group’s accounting policies, the impairment loss is a one-off non-cash event with no effect on the Company’s separate EBITDA.
The Company also announces, further to Current Reports No. 6/2024 of 9 February 2024 and No. 21/2024 of 29 March 2024, that following verification by the auditor of the impairment test submitted for audit, the impairment loss on assets at Grupa Azoty Polyolefins S.A. (“Grupa Azoty POLYOLEFINS”) has increased by - (minus) PLN 206m to - (minus) PLN 1,343m.
The potential estimated non-cash effect of the above event reduces the Company’s consolidated result for 2023 by approximately - (minus) PLN 462m, compared with - (minus) PLN 391m announced in Current Report No. 21/2024 and the initial estimate of - (minus) PLN 300m announced by the Company in Current Report No. 6/2024.
The event has no effect on consolidated EBIT and EBITDA.
II. Moreover, the following categories of events have been identified in connection with the update of Grupa Azoty POLYOLEFINS’ Financial Model, as announced by the Company in Current Report No. 21/2024 of 29 March 2024, with a significant effect on the Company’s consolidated and separate results in the fourth quarter of 2023:
The above events have no effect on the Company’s EBIT and EBITDA.
III. In addition, the events indicated in Sections I and II result in the Company having to write down the value of shares in Grupa Azoty POLYOLEFINS in the full-year separate financial statements for 2023 to - (minus) PLN 523m, compared to the previously estimated amount of - (minus) PLN 452m.
IV. The above event has no effect on the Company’s EBIT and EBITDA.
The Company’s Management Board announces that, considering the above estimates, there will be grounds for convening a General Meeting under Article 397 of the Commercial Companies Code, concerning adoption of a resolution on the Company’s continued existence as a going concern.
The Company’s 2023 financial statements are being verified and audited by the auditor, so the above estimates are subject to change. The final amounts will be presented in the Company’s consolidated and separate full-year report, scheduled for issue on 29 April 2024.
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 Chemiczne Police S.A. (the “Company”) announces that on 5 April 2024 it received from the Company’s shareholder Grupa Azoty S.A. of Tarnów the nominations of Aneta Zelek, Marcin Likierski and Andrzej Skolmowski as candidates for Members of the Company’s Supervisory Board. The candidates were proposed in connection with the consideration by the Extraordinary General Meeting of the Company, which will resume after an adjournment on 8 April 2024, of agenda item 6 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 Company’s Supervisory Board is attached to this Current Report.
The Management Board further announces that all of the above candidates to the Company’s 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 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 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.
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: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Report No. 2/2024 of 26 January 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that the release date for the separate and consolidated full-years 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: Article 17(1) of MAR – Inside information
Further to Current Report No. 6/2024 of 9 February 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) presents an update of the estimated effect of one-off non-cash events on the Company’s consolidated and separate financial statements for 2023.
The Management Board announces that during the preparation of the full-year consolidated financial statements for 2023, indications of asset impairment were identified at the associate Grupa Azoty Polyolefins S.A. (“Grupa Azoty POLYOLEFINS”, “Associate”), affecting the value of the Company’s assets.
Following the update of the Associate’s Financial Model to reflect current market forecasts, macroeconomic data, and operational information, which showed a deterioration in the financial indicators of the Polimery Police Project compared to the Financial Model used for the asset impairment test at the end of 2022, impairment tests performed at Grupa Azoty POLYOLEFINS showed valid reasons for the recognition of an impairment loss on the Associate’s assets.
Consequently, the Management Board of the Associate will propose to the General Meeting of Grupa Azoty POLYOLEFINS to vote on a resolution regarding the continued existence of the Associate, as required by Art. 397 of the Commercial Companies Code.
The potential estimated non-cash effect of the above event will reduce the Company’s consolidated profit or loss for 2023 by approximately - (minus) PLN 391m, compared with the initial estimate of - (minus) PLN 300m, as announced by the Company in Current Report No. 6/2024. The event will have no effect on consolidated EBITDA.
In addition, the impairment loss on Grupa Azoty POLYOLEFINS’ assets in the full-year separate financial statements for 2023 may necessitate recognition by the Company of an impairment loss on the Associate’s shares of approximately - (minus) PLN 452m, compared with the initial estimate of - (minus) PLN 300m, as announced by the Company in Current Report No. 6/2024.
The potential estimated non-cash effect of the above event will be a reduction of the pre-tax profit/loss disclosed in the Company’s full-year separate financial statements for 2023 by approximately - (minus) PLN 452m, compared with the initial estimate of - (minus) PLN 300m. The impairment loss on shares will be charged against finance costs so it will not reduce the Company’s separate EBIT and EBITDA for 2023.
The Company’s 2023 financial statements are being reviewed and audited by the auditor, so the above estimates are subject to change. The Company’s full-year consolidated and separate report is scheduled for issue on 10 April 2024.
The potential estimated non-cash effect of the impairment loss recognised on a portion of Grupa Azoty POLYOLEFINS assets may affect other components of the Company’s financial statements. The Company is currently analysing the effect on other components of its financial statements.
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
Further to Current Report No. 45/2023 of 15 December 2023 and Current Report No. 14/2024 of 29 February 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 28 March 2024 Grupa Azoty Polyolefins S.A. (the “Associate”) signed an amending agreement (the “Amending Agreement”) to the stabilisation agreement (the “Stabilisation Agreement”) concerning the financing of the Polimery Police project (the “Project”), which is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), as previously announced by the Company in Current Report No. 37/2020 of 31 May 2020. The Amending Agreement was signed with the following financial institutions: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., European Bank for Reconstruction and Development, Haitong Bank Polska S.A., ICBC Standard Bank PLC, Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, and Santander Bank Polska S.A. (the “Financial Institutions”). In the Amending Agreement, the parties agreed on the terms and conditions under which the Financial Institutions will provide financing for the Project in the next term of the Stabilisation Agreement, that is until 26 April 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) will contribute the balance of the support loan to the Associate, in the amount of up to EUR 105m (the upper limit), by 26 April 2024.
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. 20/2023 of 1 June 2023, Current Report No. 31/2023 of 31 August 2023, Current Report No. 3/2024 of 2 February 2024, and Current Report No. 15/2024 of 29 February 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 and on behalf of the companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 3/2024 , who are signatories to the relevant financing agreements (the “Financing Agreements”), executed an annex effective as of 26 March 2024 (the “Annex”) to the 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 “Agreement”).
The Annex to the 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 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 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, in accordance with the agreed schedule, and to maintain the restrictions provided for in the Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
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) 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company Extraordinary General Meeting on 25 March 2024, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, objections to Resolution No. 2 and Resolution No. 4 were raised and recorded in the minutes.
Legal basis: Sec. 19.1.6 and Sec. 19.1.9 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 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 Chemiczne Police S.A. (the “Company”) announces that the Extraordinary General Meeting of the Company convened for March 25th 2024 passed a resolution to adjourn its proceedings. The Extraordinary General Meeting will be resumed at 11.00 am on April 8th 2024 at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in Main Office Building S-6.
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 Report No. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. publishes, attached hereto, estimates of consolidated production output in February 2024.
Actual quarterly output figures will be released in the consolidated report for the first quarter of 2024.
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. 20/2023 of 1 June 2023, Current Report No. 31/2023 of 31 August 2023, Current Report No. 3/2024 of 2 February 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 and on behalf of the companies of the Grupa Azoty Group (the “Grupa Azoty Group”) listed in the appendix to Current Report No. 3/2024 , who are signatories to the relevant financing agreements (the “Financing Agreements”), executed an annex effective as of 28 February 2024 (the “Annex”) to the 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 “Agreement”).
The Annex to the 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 case of a breach or potential breach of the Financing Agreements occurring during the term of the Agreement, which has been extended under the Annex until 25 March 2024 (and once the availability period of one of the working capital facilities is extended at least until 26 March 2024, the term of the Agreement will be extended until 26 March 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, in accordance with the agreed schedule, and to maintain the restrictions provided for in the Agreement on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities.
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) 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
Further to Current Report No. 45/2023 of 15 December 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A (the “Company”) announces that on 29 February 2024 Grupa Azoty Polyolefins S.A. (the “Associate”) signed with Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., Europejski Bank Odbudowy i Rozwoju, Haitong Bank Polska S.A., ICBC Standard Bank PLC, Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2 and Santander Bank Polska S.A. (the “Financial Institutions”) an amendment agreement (the “Amendment Agreement”) for the stabilisation agreement (the “Stabilisation Agreement”) concerning the financing of the Polimery Police project (the “Project”), which is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), previously announced by the Company in Current Report No. 37/2020 of 31 May 2020. Under the Amendment Agreement, the parties agreed on the terms and conditions under which the Financial Institutions will provide financing for the Project during the next term of the Stabilisation Agreement, i.e., until 27 March 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) will contribute the balance of the support loan to the Associate, in the amount of up to EUR 105m (the upper limit), by 27 March 2024.
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 Chemiczne Police S.A. (the “Company”) announces that on 29 February 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 6 of the agenda of the Extraordinary General Meeting convened for 25 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: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents to be considered by the Extraordinary General Meeting convened for 25 March 2024, relevant for the resolutions to be voted on and 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 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 Chemiczne Police S.A. (the “Company”) hereby convenes the Extraordinary General Meeting of the Company to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11.00 a.m. on 25 March 2024, in accordance with the notice attached 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 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 Chemiczne Police 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. 30.2 of the Company’s Articles of Association, to the effect that Mr Krzysztof Kozłowski has been removed from the Company’s Supervisory Board. Mr Krzysztof Kozłowski served as Chair of 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. 8/2024 of 14 February 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 15 February 2024, the Company’s Supervisory Board passed a resolution to delegate Anna Tarocińska, a Member of the Company’s Management Board, to additionally perform the rights and duties of the President of the Company’s Management Board of the ninth joint term until the appointment of a new President of the Company’s Management Board.
The Company further reports that Anna Tarocińska has made a representation to the effect that she is not engaged in any activities competing with the Company’s business, nor is she a partner or shareholder in any competing partnership or company or a member of governing bodies of such partnership or company.
The representation also includes a statement that Anna Tarocińska is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of Anna Tarocińska’s educational background, qualifications, previously held positions and employment records is attached to this current report.
Legal basis: Sec. 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. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 14 February 2024 the Company received a statement from Mr Mariusz Grab regarding his resignation as Member and President of the Company’s Management Board, effective upon submission of the statement.
Mr Mariusz Grab did not give the reason for his resignation.
Legal basis: Sec. 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 29 March 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. publishes, attached hereto, estimates of consolidated production output in January 2024.
Actual quarterly output figures will be released in the consolidated report for the first quarter of 2024.
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 Chemiczne Police S.A. (the “Company”) hereby announces the estimated effect of a one-off non-cash event on the Company’s consolidated and separate financial statements for 2023.
The Company’s Management Board announces that in the course of work on the preparation of the full-year consolidated financial statements for the 2023 financial year, indications of impairment of shares held by the Company is the associate Grupa Azoty Polyolefins S.A. (“Grupa Azoty POLYOLEFINS”, “Associate”), with an effect on the value of the Company’s assets, have been identified.
Following preliminary analyses, impairment tests of Grupa Azoty POLYOLEFINS showed that the Associate’s assets may be impaired. This is due to the observed decline in the short- and medium-term prospects for the polypropylene market, as well as the reported delays in project implementation.
The potential estimated non-cash effect of the above event on the pre-tax profit/loss disclosed in the Company’s full-year separate financial statements for 2023 will be approximately - (minus) PLN 300m. The event will affect the valuation of shares held and will be recognised in the Company’s finance costs so it will not reduce the Company’s separate EBIT and EBITDA for 2023. The effect on consolidated financial results will be about - (minus) PLN 300m. The event will have no effect on consolidated EBITDA.
Both the assumptions underlying the asset impairment test and the Company’s 2023 financial statements are being reviewed and audited, respectively, by the auditor, so the above amounts are estimates and are subject to change. The Company’s full-year consolidated and separate report is scheduled for issue on 10 April 2024.
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
Further to Current Report No. 30/2023 of 29 August 2023, Current Report No. 38/2023 of 13 November 2023, Current Report No. 41/2023 of 24 November 2023, and Current Report No. 4/2023 of 2 February 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 6 February 2024 Grupa Azoty Polyolefins S.A., an associate of the Company (the “Associate”), received a change proposal from Hyundai Engineering Co., Ltd, the General Contractor for the Polimery Police project, under the turnkey engineering, procurement and construction contract for the Polimery Police project of 11 May 2019 (the “EPC Contract”).
The General Contractor proposes to increase its fee by EUR 5,841,629 representing, according to the General Contractor, the total amount of interest on late payments due for the achievement of the milestones specified in the EPC Contract. As stated in the General Contractor’s proposal, should the Associate reject the change proposal, the General Contractor calls on it to pay the amount of EUR 5,841,629 as interest or compensation for breach of the EPC Contract within 14 days of receipt of the letter.
According to the EPC turnkey contract, it is the General Contractor who is responsible for carrying out all the work at each stage of the project, such as obtaining the relevant permits, procurement and delivery of equipment and materials, construction work, commissioning, and start-up.
According to the Associate, the payment of the General Contractor’s fee was withheld:
The change proposal will be thoroughly reviewed and verified in terms of its validity under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Associate and the General Contractor, 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
Further to Current Report No. 30/2023 of 29 August 2023, Current Report No. 38/2023 of 13 November 2023 and Current Report No. 41/2023 of 24 November 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 2 February 2024, Grupa Azoty Polyolefins S.A., an associate of the Company (the “Associate”), received a Change Proposal from Hyundai Engineering Co., Ltd, the General Contractor for the Polimery Police project, under the turnkey engineering, procurement and construction contract for the Polimery Police project of 11 May 2019 (the “EPC Contract”).
The Change Proposal seeks an extension of the completion date of the Polimery Police project by an additional 95 days (in addition to the 166 days indicated in the notification of the General Contractor’s initiation of the Change Proposal procedure under the EPC Contract to extend the project completion date, announced in Current Report No. 38/2023 of 13 November 2023) and an increase in the General Contractor’s remuneration by EUR 39,772,455.
The General Contractor cites events occurring in 2023 and 2024 that affected specific parts of the project and, in their opinion, prevented the start-up of the installation to achieve its guaranteed parameters as the reason for the extension of the completion deadline and the increase in remuneration.
According to the EPC turnkey contract, it is the General Contractor who is responsible for carrying out all the work at each stage of the project, such as obtaining the relevant permits, procurement and delivery of equipment and materials, construction work, commissioning, and start-up.
The Change Proposal will be thoroughly reviewed and verified in terms of its validity under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Associate and the General Contractor, 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 April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and 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. 20/2023 of 1 June 2023 and Current Report No. 31/2023 of 31 August 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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) 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 Chemiczne Police S.A. hereby announces the release dates for periodic reports in the 2024 financial year:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
The Management Board further announces that, as permitted under Par. 62.1 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) (the “Regulation”), the Company will not issue separate quarterly reports. The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not issue separate or consolidated quarterly reports for Q4 2023 and for Q2 2024, as permitted under Par. 79.2 of the Regulation.
Also, as permitted under Par. 62.3 of the Regulation, it will not release a separate (non-consolidated) half-year report.
Legal basis: Par. 80.1 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. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 the full year 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
Text of the report: The Management Board of Grupa Azoty Zakłady Chemiczne Police 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 40.6m.
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A (the “Company”) announces that on December 15th 2023, Grupa Azoty Polyolefins S.A. (the “Associate”) signed with ALIOR BANK S.A., BANK GOSPODARSTWA KRAJOWEGO, BANK OCHRONY ŚRODOWISKA S.A., BANK POLSKA KASA OPIEKI S.A., BNP PARIBAS BANK POLSKA S.A., EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT, HAITONG BANK POLSKA S.A., ICBC STANDARD BANK PLC, INDUSTRIAL AND COMMERCIAL BANK OF CHINA (EUROPE) S.A. (SPÓŁKA AKCYJNA) POLAND BRANCH, MBANK S.A., POWSZECHNA KASA OSZCZĘDNOŚCI BANK POLSKI S.A., POWSZECHNY ZAKŁAD UBEZPIECZEŃ S.A., POWSZECHNY ZAKŁAD UBEZPIECZEŃ NA ŻYCIE S.A., PZU FUNDUSZ INWESTYCYJNY ZAMKNIĘTY AKTYWÓW NIEPUBLICZNYCH BIS 2 and SANTANDER BANK POLSKA S.A. (the “Financial Institutions”) a stabilisation agreement (the “Stabilisation Agreement”) concerning the financing of the Polimery Police project (the “Project”), which is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), as previously announced by the Company in Current Report No. 37/2020 of May 31st 2020. Under the Stabilisation Agreement, the parties have agreed upon additional terms and conditions for the provision of debt financing by the Financial Institutions to support the implementation of the Project.
A key provision of the agreement involves the provision by the Company and Grupa Azoty S.A. (the “Original Sponsors”) of a support loan to the Associate as per the requests announced by the Company in Current Report No. 40/2023 of November 17th 2023 and Current Report No. 44/2023 of December 14th 2023. By the expiry date of the Stabilisation Agreement, the financial commitment of the Original Sponsors must increase, through the provision of additional tranches of the support loan, to EUR 105m, reaching the upper limit announced by the Company in Current Report No. 37/2020 of May 31st 2020.
The Stabilisation Agreement will remain in effect until February 28th 2024.
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. 37/2023 of October 28th 2023 and Current Report No. 40/2023 of November 17th 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 14th 2023 Grupa Azoty Polyolefins S.A. (the “Associate”) requested the Company and Grupa Azoty S.A. for another tranche of a support loan, in the amount of EUR 10m. The total value of all support loan tranches requested by the Associate until December 14th 2023 is EUR 55m.
The loan results from the joint and several commitment assumed by the Company and Grupa Azoty S.A. under the guarantee to provide a support loan (in the form of a subordinated loan), announced by the Company in Current Report No. 37/2020 of May 31st 2020, in connection with the Facilities Agreement of May 31st 2020 concluded to finance the Polimery Police project (the “Facilities Agreement”).
The Company explains that the reason which prompted the Associate to request to be provided with the loan in view of insufficient funding to complete the Polimery Police project under the Facilities Agreement is the prolonged completion time of the Polimery Police project due to a delay on the part of Hyundai Engineering Co., Ltd., the General Contractor, as announced by the Company in Current Report No. 30/2023 of August 29th 2023, Current Report No. 38/2023 of November 13th 2023, and Current Report No. 41/2023 of November 24th 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. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 the full year 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 30th 2023 its associate, Grupa Azoty Polyolefins S.A. (the “Associate”), executed amendments to the contract for the purchase of propane with TOTSA Total Energies Trading S.A. of Geneva, Switzerland, which had been reported on by the Company in Current Report No. 11/2023 of April 27th 2023.
The amendments are aimed at aligning the contractual terms of propane deliveries with the Associate’s needs, reflecting the current timeline of the Polimery Police project, whose duration is expected to be extended (for details, see Current Report No. 41/2023 of November 24th 2023). Under the amendments, the propane deliveries schedule was revised, additional propane deliveries were contracted for 2025, and the contract term was extended until September 1st 2025.
The additional value of the deliveries to be made under the amendments to the contract is estimated at approximately USD 42m.
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. 38/2023 of November 13th 2023, Current Report No. 30/2023 of August 29th 2023 and Current Report No. 4/2022 of January 28th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 24th 2023, the Supervisory Board of the Company’s associate Grupa Azoty Polyolefins S.A. (the “Associate”) passed a resolution to approve an updated schedule for the Polimery Police project. The updated project schedule provides for a 72-hour full-load run in the first quarter of 2024 and the start of commercial operation in the first half of 2024.
Delays reported by Hyundai Engineering Co., Ltd, the General Contractor on the Polimery Police project, have led to the schedule update and extension of the project completion date. The Associate is thoroughly analysing and verifying the reported delays to assess their validity in light of the contract for the engineering, procurement and construction of the Polimery Police project, dated May 11th 2019 (the “EPC Contract”). This assessment is being conducted in line with the procedure outlined in the EPC Contract and other agreements between the Associate and the General Contractor, considering all relevant 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
Further to Current Report No. 37/2023 of October 28th 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 17th 2023 Grupa Azoty Polyolefins S.A. (the “Associate”) requested the Company and Grupa Azoty S.A. for a support loan of EUR 45m.
The loan results from the joint and several commitment assumed by the Company and Grupa Azoty S.A. under the guarantee to provide a support loan (in the form of a subordinated loan) of up to EUR 105m (as announced by the Company in Current Report No. 37/2020 of May 31st 2020) in connection with the Facilities Agreement of May 31st 2020 concluded to finance the Polimery Police project (the “Facilities Agreement”). The Company points out that this request for a supporting loan does not eliminate the possibility of the Associate requesting further loan tranches until the maximum limit of EUR 105m is reached.
The Company explains that the reason which prompted the Associate to request to be provided with the loan in view of insufficient funding to complete the Polimery Police project under the Facilities Agreement is the prolonged completion time of the Polimery Police project due to a delay on the part of Hyundai Engineering Co., Ltd., the General Contractor, as announced by the Company in Current Report No. 30/2023 of August 29th 2023 and Current Report No. 38/2023 of November 13th 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
Estimates of consolidated production output of Grupa Azoty Zakłady Chemiczne Police Group in October 2023
Actual output figures will be released in the consolidated annual report for the full year 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. 30/2023 of August 29th 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 13th 2023 Grupa Azoty Polyolefins S.A., an associate of the Company, (the “Associate”) received a letter from Hyundai Engineering Co., Ltd, the General Contractor for the Polimery Police project, notifying it of initiation of the Change Proposal procedure under the turnkey engineering, procurement and construction contract for the Polimery Police project of May 11th 2019 (the “EPC Contract”).The Change Proposal submitted by the General Contractor under the EPC Contract concerns an extension of the project's completion date by 166 days (counted from August 31st 2023). The Change Proposal does not concern the EPC Contract price payable to the General Contractor. According to the General Contractor, the reason for submitting the Change Proposal was the occurrence of certain events constituting force majeure.
The Change Proposal will be thoroughly reviewed and verified in terms of its validity under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Associate and the General Contractor, 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 April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and 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. 37/2020 of May 31st 2020 and Current Report No. 30/2023 of August 29th 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 27th 2023 it was notified by Grupa Azoty Polyolefins S.A. (the “Associate”) that the Associate might call on the Company and Grupa Azoty S.A. for the provision of a subordinated loan. The potential loan would result from the joint and several commitment assumed by the Company and Grupa Azoty S.A. under the guarantee to provide a support loan (in the form of a subordinated loan) of up to EUR 105m (as announced by the Company in Current Report No. 37/2020 of May 31st 2020) in connection with the Facilities Agreement of May 31st 2020 concluded to finance the Polimery Police project (the “Facilities Agreement”). The maximum amount of the potential loan that might be provided to complete the Polimery Police project is EUR 105m, but the Associate has provisionally estimated the amount it would need in 2023 at approximately EUR 45-55m. However, the Associate noted that these estimates were based on assumptions that could be subject to further revisions or updates, which would affect the actual amount of the potential support loan.
At the same time, the Company explains that the reason which prompted the Associate to request the provision of the potential loan is the prolonged completion time of the Polimery Police project due to a delay in completing the work on the part of the General Contractor, as announced by the Company in Current Report No. 30/2023 of August 29th 2023, and the resulting risk that funds advanced under the Facilities Agreement could be insufficient to finance the completion of the Polimery Police project.
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 Chemiczne Police S.A. (the “Company”) publishes, attached to this Report, selected estimated consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group (the “Group”) for the three and nine months ended September 30th 2023.
Discussion of the results for the three months ended September 30th 2023:
In the third quarter of 2023, the Grupa Azoty Zakłady Chemiczne Police Group reported consolidated revenue of PLN 768m, EBITDA of PLN -45m, and an EBITDA margin of -5.9%.
The period saw a moderate quarter-on-quarter improvement in demand. This was, however, coupled with a downward pressure on selling prices, in particular in the Fertilizers Segment. Margins were adversely affected by the unfavourable ratio of the realisable prices of products to their costs, and the challenge in selling most products at or above their break-even point. The costs of energy utilities, such as electricity and coal, rose 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. Compared to the previous year, the Company saw a decline in the sales volume of compound fertilizers and titanium white but an increase in the urea and ammonia sales volume during the three months ended September 30th 2023 The prices of most products fell significantly year on year.
A significant item affecting the Company’s consolidated net financial result in the third quarter of 2023 was a loss of PLN 71m on measurement of shares in equity-accounted associates, namely GA Polyolefins S.A. (PLN -79m) and KEMIPOL Sp. z o.o. (PLN 8m).
Main factors with a bearing on the financial performance in the three months ended September 30th 2023, by key segments:
Fertilizers
The third quarter is traditionally a period of intense fieldwork in Poland, leading to a seasonal drop in demand for fertilizer products. After a decline in prices, weakening demand and low market liquidity for compound fertilizers such as NPK in the first six months of the year, the early third quarter of 2023 was marked by stability despite still relatively low buying activity. However, demand for products grew gradually. The continuing unfavourable ratio of the realisable prices of products to their cost was the main factor pushing down margins. While the prices of certain feedstocks, including natural gas, potassium chloride, and phosphate rock, followed a downward trend, the prices of energy carriers remained high, coupled with a year-on-year decline in the selling prices of most products. The tariff suspension in the first half of 2023 (from December 2022) was a major factor supporting the expansion in Europe of imports from regions with significant energy, environmental and labour cost advantages. The prices of natural gas, which is vital for the production of nitrogen products, were at their lowest for the year during the third quarter, increasing only towards the period’s end. 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 Fertilizers Segment’s EBITDA margin for the third quarter of 2023 was negative at -6.9%.
Pigments
Demand for titanium white remained depressed, although there were signs of recovery in Europe’s coating, automotive and aviation industries. Despite an increase in spot prices in China in the third quarter of 2023, they were still competitive compared with European producers’ rates. Consequently, due to a slower-than-anticipated recovery domestically, Chinese producers exported large titanium white quantities to Europe. The average price of titanium white in Europe fell 7% year on year. Prices for the segment’s key feedstocks, including gas and ilmenite, also declined year on year, reflecting the prevailing market trends. Reduced supply from European producers in the three months to September 30th 2023 did not drive prices up since the gap was filled by affordable Chinese imports during a period of severely diminished demand.
The Pigments Segment’s EBITDA margin for the third quarter of 2023 was negative at -6.6%.
Discussion of the results for the nine months ended September 30th 2023:
In the nine months ended September 30th 2023, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 2,265m, EBITDA of PLN -102m, and an EBITDA margin of -4.5%.
The amounts presented above are estimates and are subject to change. The final results will be presented in the consolidated report for the third quarter and the nine months ended September 30th 2023, to be issued on November 8th 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. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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) 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the estimated selected consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group (the “Group”) for the second quarter and the first half of 2023.
Discussion of the results for the second quarter of 2023
In the second quarter of 2023, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 784m, EBITDA of PLN -27m, and an EBITDA margin of -3.4%.
The second quarter was a period unfavourable macroeconomic conditions leading to low demand in the markets for the Company’s products and in the downstream markets. Low demand led to additional downward pressures on product prices and a decline in sales volumes and, in consequence, to curtailed production in all key business segments. The reported quarter was also a period of still relatively high costs of some raw materials and energy carriers, adversely impacting the 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 high LNG supplies to Europe, as well as favourable weather conditions and a drop in coal prices.
The Company’s results for the second quarter of 2023 benefited from the sale of CO2 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 total positive effect of these transactions on the Group’s results in the period under analysis amounted to PLN 91 million and was included in net other income.
Main drivers of the results for the second quarter of 2023 in the key segments:
Fertilizers
In the second quarter of 2023, due to relatively low demand, the volume of compound fertilizers sold fell by 55% year on year. Unfavourable conditions prevailed in Polish agriculture, with grain prices following a downward trend in the domestic market. 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. Natural gas prices were on a downward trend. During the second quarter, 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 prices of fertilizers and technical-grade nitrogen products. Prices of potassium salt and phosphate rock also fell, but the pace and scale of the price cuts were not sufficient to improve the margins earned on sales, with prices of energy carriers remaining high. In the case of technical-grade nitrogen products, the results were mainly affected by a steady decline in their selling prices.
Due to weak demand, the Company aligned production levels at its own plants with the prevailing supply and demand conditions in the European market during the period under review. In the three months to June 30th 2023, production of compound fertilizers and technical-grade urea was down 53% and 31%, respectively, year on year.
The segment’s EBITDA margin generated in the second quarter of 2023 was -21.2%.
Pigments
The second quarter of 2023 saw limited demand for titanium white and titanium white products. The construction sector continued to feel the effects of a slowdown in residential construction, while the DIY sector grappled with lower consumer spending and the consequences of its pandemic-induced growth. The automotive sector gradually began to recover. Price of titanium white stabilised in the second quarter of 2023 after two consecutive quarters of declines, but capacity utilisation at some European plants remained limited. The price gap between products imported from China and titanium white from European manufacturers has narrowed slightly, but a growing number of buyers remain cautious about importing the product, even though the persistent price differential is encouraging some to continue sourcing from China. Second-quarter results were still affected by relatively high prices of raw materials (including higher unit costs for ilmenite used in titanium white production compared to a year ago) and energy carriers, with subdued demand and lower selling prices compared to the previous year.
The EBITDA margin generated by the segment in the second quarter of 2023 was -23.5%.
Estimated results for the first half of 2023
In the first half of 2023, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,496m, EBITDA of PLN -56m, and an EBITDA margin of -3.8%.
The amounts presented above are estimates and are subject to change. The final figures will be presented in the consolidated report for the first half of 2023, scheduled to be published on September 27th 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, L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on September 14th 2023 its associate, Grupa Azoty Polyolefins S.A. (the “Associate”), executed Amendment 1 and Amendment 2 to the contract for the purchase of propane with Trafigura PTE Ltd. of Singapore, as announced by the Company in Current Report No. 40/2022 of December 16th 2022.
The amendments are aimed at aligning the contract with the Associate’s current needs, reflecting the progress made on the Polimery Police project, whose duration is expected to be extended (for details, see Current Report No. 30/2023 of August 29th 2023). Under the amendments, the propane deliveries schedule has been revised, additional propane deliveries have been contracted, and the contract term has been extended until December 12th 2025.
The value of the additional deliveries is estimated at approximately USD 80m.
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. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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) 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. 20/2023 of June 1st 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 31st 2023 the Company together with its parent Grupa Azoty S.A. signed a waiver and amendment letter (the “Waiver Letter”) with the institutions providing financing to the Grupa Azoty Group (the “Grupa Azoty Group”): Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A. (Spółka Akcyjna) Oddział w Polsce (Spółka Akcyjna), 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. (the “Financing Parties”) under which Bank Gospodarstwa Krajowego agreed to waive selected covenants under the Company’s financing agreements, including the net debt/EBITDA covenant tested as at June 30th 2023.
The terms of the Waiver Letter do not differ from standard terms used in such agreements.
Details of the waiver and amendment letters signed under the Grupa Azoty Group’s financing agreements were communicated by the parent in Current Report No. 41/2023 dated August 31st 2023.
In addition, the Company announces that potential further waiver of selected covenants under the financing agreements, including waiver of the net debt/EBITDA covenant as at subsequent testing dates until December 2024, is subject to continued negotiations with the institutions providing financing to the Grupa Azoty Group, including the Company.
The Company fulfils all debt service and repayment obligations under the financing agreements on an ongoing basis, and the limits available under the financing agreements ensure liquidity and secure financing for the Company and its suppliers as well as continuity of operations.
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. 4/2022 of January 28th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 29th 2023 Grupa Azoty Polyolefins S.A., an associate of the Company, (the “Associate”) received a letter from Hyundai Engineering Co., Ltd, the General Contractor for the Polimery Police project, notifying the project owner that the General Contractor had extended the project completion time by two to three months.
As the reason for the delay in completing the project work, the General Contractor cited unforeseen equipment issues that arose during the commissioning of certain units.
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
Further to Current Reports No. 1/2023 of January 20th 2023 and 12/2023 of May 12th 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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:
Legal basis: Par. 80.2 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. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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) 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
Acting pursuant to Article 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) presents, attached to this Current Report, its answers to the questions asked by shareholders under Article 428.1 of the Commercial Companies Code during the Annual General Meeting of June 27th 2023.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent 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. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. 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) 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 Chemiczne Police S.A. (the “Company”) announces that on June 30th 2023 the Company completed the process to sell a total of 457,373 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 39.3m (PLN 175.2m), will increase the Company’s separate and consolidated EBIT and EBITDA for Q2 and H1 2023 by PLN 91m.
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 Chemiczne Police S.A. (the “Company”) hereby publishes a correction of Current Report No. 23/2023 of June 27th 2023. The correction relates to the appendix to the Current Report, containing the resolutions carried by the Company’s Annual General Meeting (the “AGM”) on June 27th 2023. The reason for the correction is a manifest clerical error in the voting results on Resolution No. 8 to cover the net loss for the financial year 2022.
Previous wording:
In an open ballot, votes were cast on 119,735,068 (one hundred and nineteen million, seven hundred and thirty-five thousand, sixty-eight) shares, representing 96.42% (ninety-six and forty-two hundredths percent) of the share capital, of which 119,735,068 (one hundred and nineteen million, seven hundred and thirty-five thousand, sixty-eight) were valid votes, including:
total votes cast: 119,735,068,
number of votes in favour: 119,735,048,
number of votes against: 20,
number of abstentions: 0.
Corrected wording:
In an open ballot, votes were cast on 119,735,068 (one hundred and nineteen million, seven hundred and thirty-five thousand, sixty-eight) shares, representing 96.42% (ninety-six and forty-two hundredths percent) of the share capital, of which 119,735,068 (one hundred and nineteen million, seven hundred and thirty-five thousand, sixty-eight) were valid votes, including:
total votes cast: 119,735,068,
number of votes in favour: 119,735,048,
number of votes against: 0,
number of abstentions: 20.
Resolution No. 8 with the correct voting results is attached as an appendix hereto.
Legal basis: Par. 15.2 in conjunction with 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. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting convened for June 27th 2023, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the AGM: 78,051,500
Number of voting rights at the AGM: 78,051,500
Percentage share in voting rights represented at the AGM: 65.19%
Percentage share in total voting rights – 62.86%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the AGM: 16,299,649
Number of voting rights at the AGM: 16,299,649
Percentage share in voting rights represented at the AGM: 13.61%
Percentage share in total voting rights: 13.13%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the AGM: 16,110,821
Number of voting rights at the AGM: 16,110,821
Percentage share in voting rights represented at the AGM: 13.46%
Percentage share in total voting rights – 12.97%
Shareholder State Treasury
Number of shares at the AGM: 9,273,078
Number of voting rights at the AGM: 9,273,078
Percentage share in voting rights represented at the AGM: 7.74%
Percentage share in total voting rights: 7.47%
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 27th 2023, together with the results of voting on the resolutions.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and they have also been published by the Company with its separate and consolidated annual report for 2022 and attached to Current Report No. 19/2023 of May 31st 2023.
The Company’s Management Board also publishes, attached to this report, draft resolutions which were put to the vote at the Company’s Annual General Meeting but were not carried.
At the Annual General Meeting, none of the shareholders raised an objection 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).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police 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 Azotowe Puławy 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 entire Group of the Company over their four-year term will be approximately PLN 3.5bn, 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, will secure, during their term, at least 90% of the gas demand of the Buyers from the Company’s Group.
In addition, further to Current Report No. 24/2016 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. 28/2019 of May 23rd 2019 and No. 25/2022 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. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. 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) 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 Grupa Azoty S.A.’s Current Report No. 23/2023 dated June 1st 2023, in view of the risk of potentially breaching at the end of the first half of 2023 the net debt/EBITDA ratio consolidated at the Grupa Azoty Group level by exceeding the maximum levels permitted under the financing agreements of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), the Company’s Management Board announces that on June 1st 2023 it requested Bank Gospodarstwa Krajowego, which finances the Company, to, among other things, waive selected terms of the Company’s financing agreements, including those concerning the net debt/EBITDA ratio, for the period from the end of June 2023 to the end of December 2024.
The Company fulfils all debt service and repayment obligations under the financing agreement on an ongoing basis, and the limits available under the financing agreements ensure liquidity and secure financing for the Company and its suppliers as well as continuity of operations.
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 Chemiczne Police S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents to be considered by the Annual General Meeting convened for June 27th 2023, relevant for the resolutions to be voted on and 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11.00 a.m. on June 27th 2023, in accordance with the notice attached 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 May 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 30th 2023 the Company’s Supervisory Board favourably assessed and endorsed the Management Board’s proposal for the Annual General Meeting to cover the net loss for the financial year 2022, in the amount of PLN 91,991,631.18, from profits to be earned by the Company in future years.
A final decision on coverage of the net loss for the financial year 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: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne „Police S.A. (the “Company”) announces that on May 24th 2023 Grupa Azoty Polyolefins S.A., member of the Company’s Group (the “Associate”), received from Hyundai Engineering Co., Ltd. (the “Contractor”), the General Contractor under the contract for turnkey execution of the Polimery Police project of May 11th 2019 whose conclusion was announced by the Company in Current Report No. 26/2019 of May 11th 2019, as amended, including under annexes announced by the Company in Current Report No. 55/2020 of October 9th 2020 and No. 4/2022 of January 28th 2022 (the “EPC Contract”), a letter concerning initiation of a procedure to amend the EPC Contract for the execution of the Polimery Police project (the “Polimery Police Project”) (the “Amendment Proposal”).
The EPC Contract amendments proposed by the Contractor concern matters relating to increasing the Contractor’s fee by a total amount of EUR 24.15m. As the reason for submitting the Amendment Proposal the Contractor cites in particular the impact of European sanctions imposed on Russia and the war in Ukraine on the execution of the Polimery Police project, as well as other events beyond the Contractor’s control (in particular the COVID-19 pandemic), which impeded the implementation of the Polimery Police project.
The Amendment Proposal will be thoroughly reviewed and verified in terms of its appropriateness under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Associate and the Contractor, as well as in the light of 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 Chemiczne Police S.A. (the “Company”) announces that on May 22nd 2023 it passed a resolution on coverage of the net loss for the financial year 2022, proposing that the net loss for the financial year 2022, in the amount of PLN 91,991,661.18, be covered from profits to be earned by the Company in future years.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to pass a resolution on coverage of the net loss for 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 Chemiczne Police S.A. (the “Company”, the “Parent”) announces, attached hereto, the selected estimated consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group for the first quarter of 2023.
Discussion of Q1 2023 estimated results
In the first quarter of 2023, the Grupa Azoty Zakłady Chemiczne Police Group generated estimated consolidated revenue of PLN 712m, EBITDA of PLN -30m, and an EBITDA margin of -4.1%.
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 technical-grade nitrogen products 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 the Parent’s products, such as the 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 68.2m 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:
Fertilizers
Sales of fertilizers and technical-grade nitrogen products fell in the first quarter of 2023 due to low purchasing activity of customers. In addition, the supply-demand situation was adversely affected by their EU and non-EU imports (mainly 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. In the case of compound fertilizers, the prices of key raw materials and energy carriers (including phosphate rock and potassium chloride, excluding natural gas) rose year on year, translating into higher prices of compound fertilizers, albeit with significantly lower margins. In many cases, realisable prices did not cover the cost of production. As a result of unfavourable revenue and cost developments and plunging demand, production and sales volumes fell year on year.
Declining prices of natural gas, being the key feedstock for the manufacture of nitrogen products, failed to fully offset the drop in product prices and sales volumes. The Company continuously adapted its product output to the current demand and demand situation and, like most European producers, significantly cut the production of fertilizers, ammonia and technical-grade urea.
The estimated EBITDA margin of the Fertilizers Segment delivered in the first quarter of 2023 was 1.9%. Its positive level was mainly attributable to the support provided to energy-intensive sectors in view of the sudden increases in natural gas and electricity prices in 2022 (nearly 96% of the funding provided to the Company was for the Fertilizers Segment).
Pigments
In the first quarter of 2023, demand for titanium white and titanium white products was low. The largest plunge in demand (30% year on year) came from the paint and coating sector companies, which are the most important group of buyers of titanium white manufactured by the Company. The weaker demand was not only due to the end of the season, but also to high interest rates and costs of financing new investments. Prices of titanium white in the European market fell for the second quarter in a row due to demand shrinking as a consequence of the macroeconomic climate and due to competitive prices of titanium white imported from China.
The Pigments Segment’s performance in the first quarter of 2023 was mainly affected by high prices of key raw materials and energy carriers (which had a material bearing on production costs) and weak demand. Despite slightly higher average sales prices (up by around 3%) compared with the first quarter of 2022, margins eroded substantially. The volume of titanium white sold was also lower year on year.
The Pigments Segment’s estimated EBITDA margin for the first quarter of 2023 stood at -25.4%.
The amounts presented above are preliminary and may be subject to change. The final figures will be presented in the consolidated report for the first quarter of 2023, scheduled to be published on May 22nd 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. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. 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) 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
Further to Current Report No. 1/2023 of January 20th 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that it was notified by its associated company, Grupa Azoty Polyolefins S.A. (the “Associate”), of a contract for the purchase of propane signed on April 27th 2023 with TOTSA Total Energies Trading SA, Switzerland (the “Seller”).
The contract provides that propane will be delivered by the Seller to the Associate from April 2023 to the end of November 2024, in accordance with the agreed schedule and commercial terms. Propane volumes delivered under the contract will be supplementary to other deliveries and in 2023 will cover approximately 46% of the Associate’s total requirement for this key production feedstock.
The value of the deliveries to be made under the contract is estimated at approximately USD 90m.
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. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. 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) 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 Chemiczne Police S.A. (the “Company”) announces that the non-financial report for 2022 covering Grupa Azoty Zakłady Chemiczne Police S.A. and the Grupa Azoty Zakłady Chemiczne Police 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 http://zchpolice.grupaazoty.com/.
Legal basis: Par. 5.11 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 March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 13/2021 of April 29th 2021 and 9/2022 of March 31st 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 Azotowe Puławy S.A., 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”), it executed amended Annex 1 to the payment services and financing agreement of April 29th 2021, as amended (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. 13/2021 of April 29th 2021 and No. 9/2022 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, estimates of selected consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group for the fourth quarter of 2022 and for 2022.
Commentary on the results for the fourth quarter of 2022
In the fourth quarter of 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,308m and negative EBITDA of PLN -144m, with a negative EBITDA margin of -11.0%.
The Company’s results for the fourth quarter of 2022 were adversely affected by significant impairment losses on non-financial non-current assets and write-downs of inventories of finished goods, semi-finished products and raw materials. Information on the impairment losses and write-downs recognised on these assets was announced by the Company on March 13th 2023 in Current Report No. 6/2023.
The inventory write-downs recognised in the fourth quarter of 2022 led to a drop in consolidated EBIT and EBITDA by approximately PLN 197m.
The recognition of the impairment losses on non-financial non-current assets resulted in a decrease of PLN 234m in the Company’s consolidated EBIT for 2022. In accordance with the Company’s accounting policies, the impairment losses and write-downs are one-off non-cash charges and have no effect on the Company’s consolidated EBITDA.
Main factors with a bearing on the Company’s financial performance in the key segments in the fourth quarter of 2022 compared with the fourth quarter of 2021:
Fertilizers
The Fertilisers Segment’s performance in the fourth quarter of 2022 was mainly determined by strong volatility of commodity prices, demand-supply imbalances and falling prices of agricultural crops.
Natural gas prices in the period under review changed rapidly, and the TTF spot price ranged from EUR 22 to EUR 160 per MWh. Although significantly volatile, prices of raw materials for the production of compound fertilizers remained high.
The fertilizer market was stagnant in the fourth quarter of 2022. Producers looked forward to market activity and an increase in sales in view of the upcoming fertilizer season, while customers were holding off on purchases in anticipation of a drop in fertilizer prices as gas prices fell quarter on quarter. The consequence of these divergent expectations was low demand and growing fertilizer stocks at manufacturers and distributors. Another reason for the reduction of purchases by customers was the worrisome signals from the agricultural market, especially the observed downward trend in prices of agricultural crops, which was driven by high grain imports from Ukraine. As regards technical grade nitrogen products, the results were mainly impacted by the relationship between product selling prices and natural gas prices.
The Fertilizers Segment’s margin generated in the fourth quarter of 2022 was significantly lower year on year and fell to -11.0%. The Segment’s results were reduced by the impairment losses and write-downs.
Pigments
In the fourth quarter of 2022, demand for titanium white remained lower than expected. In addition to the end-of-season drop in pigment demand, the market was also impacted by strong imports from Asia to the European market and destocking amid unstable macroeconomic conditions. The slowdown in the Chinese market triggered by the restrictions put in place to combat the COVID-19 pandemic caused Chinese titanium white export prices to continue to fall. Although long lead times for ocean freight remained a problem, the product from Asia had a major impact on the market situation in Europe. Many European titanium white plants operated at limited capacity, mainly due to high energy costs.
The Pigments Segment delivered a negative EBITDA margin of -29.5% in the fourth quarter of 2022. The Segment’s results were reduced by the impairment losses and write-downs.
Key performance drivers in 2022
In 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 5,350m and EBITDA of PLN 225m, with an EBITDA margin of 4.2%.
The results in the reporting period were largely determined by the market consequences of Russia’s armed aggression against Ukraine and the record increase in prices of raw materials used in production and energy carriers. As a consequence of the macroeconomic climate, both business segments recorded a significant rise in product prices and a simultaneous decline in sales volumes, and experienced demand-supply imbalances. Growing inflation and the resulting increase in fixed costs also weighed on performance.
The Company’s financial statements for 2022 are being audited, therefore the presented figures are estimates and may be subject to change. The final figures will be presented in the consolidated report for 2022, scheduled for issue on March 30th 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, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the „Company”) announces that as a result of impairment tests of non-current assets carried out at the Company, a negative difference has been identified between the recoverable amount and carrying amount of the assets, and a decision has been made to recognise the following impairment losses:
The decision was made mainly in view of the significant increase in market interest rates, affecting the discount rate for projected future cash flows. If the discount rates as at December 31st 2022 had not changed relative to December 31st 2021, then, with the other assumptions updated as at December 31st 2022, the test result would have been positive for both CGUs and there would have been no need to recognise impairment.
Recognition of the impairment losses on property, plant and equipment will have an effect on the Company's separate financial statements for 2022 by reducing EBIT by PLN 242m (PLN 234m in the consolidated financial statements) In accordance with the Company’s accounting policies, impairment losses are one-off non-cash charges and have no effect on the consolidated 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 reduced the amount of the Company’s EBITDA. Net inventory write-downs recognised in Q4 2022 totalled approximately 197m (about PLN 197m in the consolidated financial statements).
The inventory write-downs were required mainly 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 financial statements for 2022 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) 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).
Further to Current Report No. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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.
At the same time, the Management Board announces that, despite activities undertaken to increase sales, on March 10th 2023 it decided to continue the scheduled maintenance shutdown of the ammonia and urea production lines until March 31st 2023.The decision was made in view of the aggravating negative supply and demand situation in the market.
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 Chemiczne “Police” 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. The amount of aid granted to the Company is PLN 68.2m.
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) 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 Chemiczne Police S.A. (the “Company”) announces that on February 28th 2023 it was notified that on February 27th 2023 the ilmenite purchase contract entered into with Titania AS of Hauge and Dalane, Norway, as the seller, (the “Contract”) was signed by the other party thereto.
The Contract, which is estimated to be worth approximately PLN 255m, has been concluded for a definite term from January 1st 2023 to December 31st 2025. Under the Contract, ilmenite is to be delivered according to an agreed delivery schedule and commercial terms.
The other terms and conditions do not differ from standard terms used in contracts of this type. The Contract does not provide for liquidated damages.
Information on execution of the Contract was classified as inside information by the Company as it refers to securing supplies of ilmenite, a key raw material for long-term production of titanium white.
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 Chemiczne Police 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 its 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) 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
Grupa Azoty Zakłady Chemiczne “Police” 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: Article 17(1) of MAR – Inside information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 16th 2022 it was notified by its associated company, Grupa Azoty Polyolefins S.A. (the “Associate”), of a contract for the purchase of propane signed with Trafigura Pte Ltd, Singapore.
The contract provides that propane will be delivered to the Associate from December 2022 to December 2024 in accordance with the agreed schedule and commercial terms. Propane deliveries made under the contract will cover more than 50% of the Associate’s demand for propane in 2023 and 2024. Propane is the key raw material for production due to commence once the Associate brings the Polimery Police project online.
The value of the deliveries to be made under the contract is estimated at approximately USD 250m.
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 Chemiczne Police S.A. (the “Company”) publishes, attached to this Report, selected estimated consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group (the “Group”) for the three and nine months ended September 30th 2022.
Discussion of the results for the nine months ended September 30th 2022:
In the nine months ended September 30th 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 4,042m, EBITDA of PLN 370m, and EBITDA margin of 9.1% (similar to the result achieved in the corresponding period of the previous year).
The Company's operations in the reporting period were affected by the effects of Russia's aggression against Ukraine and the unprecedented increase in the prices of raw materials.
Discussion of the results for the three months ended September 30th 2022:
In the three months ended September 30th 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,379m, EBITDA of PLN 28m, and EBITDA margin of 2.1%. The results were significantly lower than in the three months ended September 30th 2021.
The above figures were delivered amid high uncertainty caused by soaring and volatile prices of commodities, in particular natural gas.
Main factors with a bearing on the financial performance in the three months ended September 30th 2022 compared with the three months ended September 30th 2021:
1. Fertilizers:
In the Fertilizers segment the reporting quarter saw a further increase in the prices of key raw materials used in production, in particular potassium chloride, phosphate rock and natural gas, being a consequence of Russia’s aggression against Ukraine. The rapid growth in natural gas prices which began in the second half of 2021 continued, reaching a peak at the end of August 2022. The average market price of natural gas in the third quarter of 2022 rose by more than 300% compared with the same period last year.
Likewise, the prices of phosphate rock and potassium chloride went up significantly, both year on year and quarter on quarter. The prices of phosphate rock and potassium chloride grew by 161% and 238%, respectively, relative to the three months ended September 30th 2021.
The EBITDA margin achieved by the Fertilizers segment in the three months ended September 30th 2022 stood at 1.3%.
2. Pigments:
In the three months ended September 30th 2022, the rising prices of raw materials and energy carriers (including natural gas, ilmenite, and titanium slag) has a material adverse effect on the Pigments segment's performance. In addition, decreasing demand caused lower sales of titanium white.
The weakening demand in China led to Asian producers’ growing interest in exports to Europe, resulting in a significant competitive pressure for European producers. At the end of the third quarter, demand declined across all segments of titanium white customers. There was oversupply of the product on the European market and major producers introduced production cuts.
The Pigments segment generated a negative EBITDA margin in the three months ended September 30th 2022, at -4.3%.
A significant item driving the Company’s consolidated net financial result in the three and nine months ended September 30th 2022 was a loss on measurement of shares in equity-accounted associates (PLN 35m and PLN 89m, respectively), relating mainly to Grupa Azoty Polyolefins S.A.
In addition, in the nine months ended September 30th 2022 the Company posted net finance income of PLN 34m, mainly on remeasurement of derivative instruments under the shareholders’ agreement of the Company’s associate Grupa Azoty Polyolefins S.A., in the amount of PLN 37m (including PLN 6m in the three months ended September 30th 2022).
The amounts presented above are estimates and are subject to change. The final results will be presented in the consolidated report for the three and nine months ended September 30th 2022, to be issued on November 9th 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 Chemiczne Police 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 October 12th 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 Chemiczne Police S.A. (the “Strategy Implications”).
The Strategy is a response to the 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.
Mission, Vision and Values of the Grupa Azoty Group 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 two key business areas of AGRO 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 for each Business Segment will be part of the Green Azoty strategic project.
AGRO area
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.
Chemicals area
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.
The priority in the PIGMENTS segment will be to maintain customer trust and awareness of the Grupa Azoty brand, and to make timely deliveries of prime quality product.
Energy strategic business area
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 to 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 direct CO2emissions by over 191 thousand tonnes in 2030 compared with 2020.
With 15,000 tonnes of hydrogen received annually from the polyolefins unit, greenhouse gas emissions from the ammonia unit will be reduced by 13% compared with the 2020 levels.
The Company’s 2030 emissions reduction targets compared with 2020:
The Company plans to spend over PLN 585m on green and decarbonisation projects, including energy and chemical processing projects, in 2022–2030.
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.
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 and circular economy.
Financial strategy
A key strategic goal of the Grupa Azoty Group in the area of finance is continued consolidation of its finance function to actively support management of the Group, including the Company, at the level of individual business segments.
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:
With the Company’s support, the Grupa Azoty Group reduces its environmental impact and changes its energy mix by 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 Grupa Azoty Group, including the Company, will expand its sustainable product portfolio by promoting efficient use of raw materials and constantly reducing energy consumption in its production processes.
The Grupa Azoty Group, including 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 Grupa Azoty Group’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 own feedstock assets. The regulatory environment and environmental stewardship will also play a vital role in shaping the Company’s procurement policy, which will be focused 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 is done assuming specific rates of return, which facilitates continuous financial control of research 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, including the Company, 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.
Over the period covered by the Strategy, the Company plans to further expand the seaport in Police and continue projects aimed at exploiting the potential of the Odra Waterway.
By 2030, the Grupa Azoty Group, including the Company, 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 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.
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) 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. 9/2015 of April 23rd 2015, Current Report No. 46/2016 of September 20th 2016, and Current Report No. 30/2018 of June 29th 2018, as amended by Current Report No. 30/2018/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 Chemiczne Police S.A. – the “Parent”), the Management Board of Grupa Azoty Zakłady Chemiczne Police 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:
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 Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn 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 62m for the revolving credit facility, guarantees or letters of credit was set for Grupa Azoty Zakłady Chemiczne Police 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 Chemiczne Police 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 Chemiczne Police 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 2016m, 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. 9/2015 of April 23rd 2015 and 30/2018 of June 29th 2018, as amended by Current Report No. 30/2018/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) 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the estimated selected consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group (the “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 Zakłady Chemiczne Police Group generated consolidated revenue of PLN 2,663m, EBITDA of PLN 341m, and an EBITDA margin of 12.8%.
Discussion of the results for the second quarter of 2022
In the first half of 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,614m, EBITDA of PLN 295m, and an EBITDA margin of 18.3%.
The results generated by the Company during the period under review were strongly influenced by the turbulence caused by Russia’s aggression against Ukraine, which has a negative effect on the availability and prices of raw materials, eventually translating into rising prices of final products.
The results were positively impacted by the level of product prices in Europe in the markets where the Company operates.
The results were adversely impacted by record high prices of raw materials used in production processes and lower sales volumes for compound fertilizers and titanium white.
Main drivers of the results for the second quarter of 2022 in the key segments:
Fertilizers
In the Fertilizers Segment, the reported quarter was another consecutive period of high prices of feedstock and raw materials used in fertilizer production, particularly natural gas, potassium chloride and phosphate rock.
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 Company 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 Company’s production units operated at full available capacity and the Company satisfied the demand for fertilizers on the Polish market during the spring fertilizer season.
The average prices of main raw materials for fertilizer production were materially higher than in the same period of 2021 (the average price of gas soared by about 290%, while the prices of potassium chloride and phosphate rock went up by 169% and 129%, respectively). These changes, combined with the market situation, led to a major spike in prices of products, especially technical-grade fertilizers.
The sales volume of compound fertilizers was 14% lower than in the second quarter of 2021, which was primarily due to the failure of boilers at the Power Centre, resulting in a production decline in late first quarter and early second quarter of 2022.
The segment’s EBITDA margin generated in the second quarter of 2022 was 18.5%.
Pigments
Geopolitical factors significantly contributed to the upward trends observed in the commodity markets. Higher sales prices for titanium white relative to the same period of 2021 had a largely mitigating effect on the adverse impact of rising prices of raw materials, such as natural gas, ilmenite and titanium slag. A slowdown was felt in the paint industry in Europe due to the uncertainty in the markets and growing prices of construction materials, which is also related to the ongoing military aggression of Russia against Ukraine. In the second quarter of 2022, the sales volume of titanium white was 20% lower year on year, one of the reasons being the production decline caused by boiler failure at the Power Centre (late first quarter/early second quarter of 2022). At the end of the second quarter, the availability of Chinese titanium white in Europe increased, but long delivery times continued to limit its competitiveness.
The segment’s EBITDA margin generated in the second quarter of 2022 was 13.8%.
A significant item affecting the Company’s consolidated net financial result in the second quarter and the first half of 2022 was a loss on measurement of shares in equity-accounted associates (PLN 33m and PLN 54m, respectively), relating mainly to Grupa Azoty Polyolefins S.A.
In addition, in the second quarter and the first half of 2022 the Company posted net finance income of PLN 8m and PLN 35m, respectively, mainly on remeasurement of derivative instruments under the shareholders’ agreement of the Company’s associate Grupa Azoty Polyolefins S.A., in the amount of PLN 14m and PLN 31m, respectively.
The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for the first half of 2022, scheduled to be published 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 extraordinary and unprecedented increase in natural gas prices.
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, L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on September 19th 2022, following a tender procedure, the Company entered into a framework contract for the purchase of coal (the “Contract”) with the successful bidder Polska Grupa Importowa Premium Sp. z o.o. of Katowice (the “Seller”)
The Contract provides for the supply of imported thermal coal. Coal deliveries made under the Contract will be complementary to other sources of coal used by the Company for energy generation purposes.
The Contract has been concluded for an indefinite period and contains general terms and conditions of cooperation related to the supply and offtake of coal. The total value of deliveries to be made in 2022 is estimated at approximately PLN 35m, VAT-exclusive. The Company may order further deliveries under the Contract in the future.
Framework contracts for the purchase of coal with the Seller have also been concluded by the parent of the Company, Grupa Azoty S.A., as well as Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Customers”). Coal deliveries to be made under the Contract will be complementary to deliveries received by the Customers from their strategic suppliers. The Contract also permits the Customers to redirect the contracted coal supplies between themselves.
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
Further to Current Report No. 3/2022 of January 28th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 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
Acting pursuant to Article 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) presents, attached to this Current Report, the answers to the questions asked by shareholders under Article 428.1 of the Commercial Companies Code during the Annual General Meeting of July 22nd 2022.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent 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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of voting rights at the Company’s Annual General Meeting (“AGM”) convened for June 27th 2022, resumed after an adjournment on July 11th 2022 and again resumed after an adjournment on July 22nd 2022, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.
The list of shareholders holding 5% or more of voting rights at the Annual General Meeting until its adjournment announced on June 27th 2022, the list of shareholders holding 5% or more of voting rights at the Annual General Meeting after its resumption on July 11th 2022, and the list of shareholders holding 5% or more of voting rights at the Annual General Meeting after its resumption on July 22nd 2022 are attached as an appendix hereto.
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 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on July 22nd 2022, together with the results of voting on the resolutions.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and they have also been published by the Company with its separate and consolidated annual report for 2021 and attached to Current Report No. 18/2022 of May 31st 2022 and Current Report No. 20/2022 of June 4th 2022.
The Management Board also publishes a draft resolution that was put to vote but was not carried.
At the Annual General Meeting objections to Resolutions No. 8, 9, 10, 14, 15, 16, 17, 18, 19, 20, 22, 24, 25 and 33 were raised for record in the minutes.
Legal basis: Par. 19.1.6, Par. 19.1.8 and Par. 19.1.9 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 Chemiczne Police S.A. (the “Company”) announces that on July 22nd 2022, pursuant to resolutions of the Company’s Annual General Meeting, the following persons were appointed as members to the Company’s Supervisory Board of the ninth joint term of office:
The resolutions appointing Members of the Company’s Supervisory Board of the ninth term of office became effective as of their date.
In addition, Mr Krzysztof Stanisław Kozłowski was appointed to the Supervisory Board upon the exercise by the State Treasury of its personal right under Art. 30.2 of the Company's Articles of Association, as announced by the Company in Current Report No. 28/2022 of July 20th 2022.
Pursuant to a resolution of the Annual General Meeting, Krzysztof Stanisław Kozłowski was appointed Chairman of the Supervisory Board of the ninth term of office.
The Company’s Management Board further announces that the newly appointed: Chairman and Members of the Supervisory Board have submitted representations to the effect that they are not engaged in any activities outside the Company that would be in competition with the Company’s business, nor are they partners in any competing partnership under civil law or another type of partnership, shareholders in any competing company or members of governing bodies of any competing legal persons.
The representations received by the Company also include statements by the newly appointed Chairman and Members of the Supervisory Board of the ninth term of office to the effect that none of these persons is entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Brief descriptions of the educational background, qualifications, previously held positions and employment records of the newly appointed Chairman and Members of the Supervisory Board are attached 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).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Report No. 28/2022 of July 20th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) presents, attached hereto, 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 Krzysztof Stanisław Kozłowski.
The Management Board of the Company also announces that Krzysztof Stanisław Kozłowski 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 also includes a statement 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.
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 Chemiczne Police S.A. (the “Company”) announces that on July 20th 2022 it received from the Ministry of State Assets a statement from the Minister of State Assets of July 19th 2022 on the appointment of Krzysztof Stanisław Kozłowski to the Supervisory Board of the ninth joint term of office, made pursuant to Art. 30.2 of the Company’s Articles of Association.
The newly appointed Supervisory Board Member’s educational background, qualifications, previously held positions and employment record as well as all the required representations will be published by the Company once all relevant documents and materials have been obtained.
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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolution passed by the Company’s Annual General Meeting on July 11th 2022, together with the results of voting on the resolution.
During the Annual General Meeting, one objection to the resolution was raised and recorded in the minutes.
Legal basis: Par. 19.1.6 and Par. 19.1.9 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 Chemiczne Police S.A. (the “Company”) announces that the Annual General Meeting of the Company convened for June 27th 2022 and resumed following adjournment on July 11th 2022 passed a resolution to again adjourn its proceedings. The Annual General Meeting will be resumed at 2.00 pm on July 22nd 2022 at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in Main Office Building S-6.
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 Report No. 24/2016 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. 28/2019 of May 23rd 2019 on their extension, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on July 7th 2022 the Company, together with Grupa Azoty S.A., its parent, and Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (jointly: Grupa Azoty Customers”) 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 the Azoty Group Customers until September 30th 2023.
The value of the annexes executed by the Company and PGNiG for the term of extension of the Individual Contracts is estimated at PLN 3.04 billion. The pricing formula applied in the Individual Contracts is based on gas market price indices.
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 Chemiczne Police S.A. (the “Company”) publishes, attached to this report, resolutions passed to date by the Company’s Annual General Meeting on June 27th 2022, together with the results of voting on the respective 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 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 Chemiczne Police S.A. (the “Company”) announces that the Annual General Meeting of the Company convened for June 27th 2022 passed a resolution to adjourn its proceedings. The Annual General Meeting will be resumed at 11.00 am on July 11th 2022 at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in Main Office Building S-6.
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 Chemiczne Police S.A. (the “Company”) announces that on June 23rd 2022 it received from the Company’s shareholder Grupa Azoty S.A. of Tarnów the nominations of Urszula Kulisiewicz, Bożena Licht and Agnieszka Ewa Dąbrowska as candidates for Members of the Company’s Supervisory Board. The nominations have been submitted in connection with the Company’s Annual General Meeting to be held on June 27th 2022, whose agenda includes resolutions on the appointment of Members to the Company’s Supervisory Board of the 9th term of office.
In accordance with the shareholder’s statement and the candidates’ representations, the candidates meet the formal criteria set out in the applicable laws and the Company’s Articles of Association, were approved by the Council for state-owned companies and state-owned legal entities on June 23rd 2022, and meet the independence criteria set out 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 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 Chemiczne Police S.A. (the “Company”) announces that on June 21st 2022 it received from the Company’s shareholder Mr Jacek Lampart a nomination of himself as a candidate for Member of the Company’s Supervisory Board. The candidate has been nominated in connection with the Company’s Annual General Meeting to be held on June 27th 2022, whose agenda includes resolutions on appointment of Members to the Company’s Supervisory Board of the 9th term of office.
According to the statement submitted by the candidate, he meets the independence criteria set forth in the Act on Statutory Auditors, Audit Firms and Public Oversight.
The resume of the candidate to the Company’s Supervisory Board is attached as an appendix hereto.
Legal basis: Par. 19.1.2 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. 18/2022 of May 31st 2022 and in connection with the Annual General Meeting convened for 27th 2022 (the “AGM”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolution of the Company’s Supervisory Board to provide opinions on the draft resolutions to be put to vote at the AGM. The Supervisory Board resolution is a supplement to the AGM materials heretofore published by the Company.
The supplementary document referred to above will be published on the Company’s 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 March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 12/2021 of April 29th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 3rd 2022 the Company, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company and the Factoring Agent: the “Factorees”), executed an agreement to amend the reverse factoring agreement signed on April 29th 2021 with ING Commercial Finance Polska S.A. (the “Factor”) (the “Amendment Agreement” and “Reverse Factoring Agreement”, respectively).
Under the Amendment Agreement, the facility limit available under the Reverse Factoring Agreement 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 Factoring Agent, for up to 120% of the facility limit available under the Reverse Factoring Agreement as increased pursuant to the Amendment Agreement.
For the other material terms and conditions of the Reverse Factoring Agreement, refer to the Company’s Current Report No. 12/2021 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: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents to be considered by the Annual General Meeting convened for June 27th 2022, relevant for the resolutions to be voted on and 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11.00 a.m. on June 27th 2022, in accordance with the notice attached 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. 15/2022 of May 20th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 27th 2022 the Company’s Supervisory Board favourably assessed and endorsed the Management Board’s proposal for the Annual General Meeting to allocate net profit for the financial year 2021, in the amount of PLN 163,198,884.26, as follows:
a) PLN 8,876,168.54 to cover the Company’s loss brought forward,
b) PLN 154,322,715.72 to be transferred to the Company’s statutory reserve funds.
A final decision on allocation of profit for the financial year 2021 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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 20th 2022 the Company’s Management Board passed a resolution proposing that the Company’s entire net profit for the financial year 2021, amounting to PLN 163,198,884.26, be allocated in the following manner:
a) PLN 8,876,168.54 to cover the Company’s loss brought forward,
b) PLN 154,322,715.72 to be transferred to the Company’s statutory reserve funds.
In 2021, the companies of the Grupa Azoty Group (the “Group”), including Grupa Azoty Zakłady Chemiczne Police S.A., completed the development of the “Azoty Group Strategy for 2021-2030” (the “Strategy”). The Strategy aims to implement the mission and vision of the Grupa Azoty Group, according to which the Group is to manufacture fertilizers, plastics and chemical products in harmony with the environment, improve the well-being of people living in Europe and actively contribute to building the continent’s food security, as a supplier of effective solutions and reliable manufacturer of fertilizers, plastics and green chemistry.
The Strategy envisages further pursuit of the ongoing investment projects, in particular the Polimery Police strategic project (representing a new business segment), significantly co-financed by the Company. The Company’s direct financial involvement (equity contribution and loans) amounts to PLN 971,095 thousand, which is a major financial challenge of an unprecedented scale in the Company’s history.
In accordance with the Strategy, the Company also plans to embark on further extensive investment projects driving its growth, including projects intended to contain the environmental impact of its operations.
In view of the above, the Company’s Management Board recommends that the net profit earned in 2021, net of the amount allocated to cover the loss brought forward, be transferred to statutory reserve funds. By retaining earnings, the Company will secure financing for its planned investment projects.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to allocate the 2021 net profit.
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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the selected estimated consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police 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 Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,049m, EBITDA of PLN 46m, and EBITDA margin of 4.4%.
The Company’s financial performance in the first quarter of 2022 was influenced by such factors as major increases in the prices of key raw materials accompanied by high selling prices of products, reflecting the overall market trends. The results were significantly affected by a drop in sales volumes, which was chiefly attributable to the failure of steam generators which occurred at the Energy Centre in March, resulting in a temporary stoppage or major cut in production.
In the first quarter of 2022, all segments delivered positive EBITDA.
The Fertilizers Segment was the largest contributor to the Company’s EBITDA for the first quarter of 2022. The Segment’s performance was mainly driven by sales of technical-grade nitrogen products at considerably higher prices.
A significant item affecting the Company’s consolidated net financial result in the first quarter of 2022 was a loss of PLN 21m on measurement of shares in equity-accounted associates, in particular Grupa Azoty Polyolefins S.A.
In addition, the Company posted net finance income of PLN 27m, mainly on remeasurement of derivative instruments under the shareholders’ agreement of Grupa Azoty Polyolefins S.A., an associate of the Company, in the amount of PLN 17m, as well as PLN 12m of interest on a loan advanced to that company.
The consolidated net profit for the first quarter of 2022 was PLN 16m and was close to the net profit for the first quarter of 2021.
Key performance drivers in the main segments:
Fertilizers
The Fertilizers Segment saw a year-on-year increase in prices of key raw materials (including a nearly five-fold increase in natural gas prices and spikes in the prices of such raw materials as phosphate rock, potassium chloride and sulfur). These changes, combined with the market situation, led to higher product prices. 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 on the market in the peak of the fertilizer application season.
The Company’s performance in the first quarter of 2022 was significantly affected by a year-on-year drop in the volume of products sold due to unexpected technical problems at the Power Centre (failure of two OP 230 steam generators). The failure resulted in a temporary inability to produce process steam necessary to carry out production processes at the Company’s key units.
The EBITDA margin delivered by the Fertilizers Segment for the first quarter of 2022 was 4.0%, compared with 6.6% in the corresponding period of the previous year.
Pigments
In the first quarter of 2022, the Pigments Segment posted a significant year-on-year increase in selling prices of titanium white. The situation in the European titanium white market was complicated due to production cuts, strong demand and cost pressure. The profitability of titanium white imports from China to Europe remained low due to record high costs of freight and long delivery time. The soaring market prices of titanium white, combined with limited availability of ilmenite (the key raw material used in production), led to major spikes in the price of the raw material.
The Pigments Segment’s results for the first quarter of 2022 were mainly constrained by the failure of steam generators at the Power Centre and higher prices of natural gas and ilmenite. The Pigments Segment’s EBITDA margin for the period fell to 6.5%, from 14.6% in the corresponding period of the previous year.
The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for the first quarter of 2022, scheduled to be published 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 Chemiczne Police S.A. (the “Company”) announces that the non-financial report for 2021 covering Grupa Azoty Zakłady Chemiczne Police S.A. and the Grupa Azoty Zakłady Chemiczne Police 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 http://zchpolice.grupaazoty.com/.
Legal basis: Par. 5.11 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 March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 6/2022 of March 9th 2022, Current Report No. 7/2022 of March 21st 2022 and Current Report No. 8/2022 of March 25th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the repair of equipment failures was completed on April 8th 2022.
The Management Board further reports that as a result of the completed repair work the production capacity of the Company’s key units has been restored to the level from before the incident.
The adverse financial effect of the equipment failures is estimated at PLN 60m, comprising repair costs and lost profits on sales of compound fertilizers, titanium white and nitrogen products (urea and urea solutions and ammonia), which would have likely been realised under normal operation.
When the failures were being repaired, the Management Board of the Company, in cooperation with other Grupa Azoty Group companies, took steps to enable some of the Company’s energy carriers to be utilised within the Group in order to reduce the adverse financial impact on the consolidated results.
The amounts presented above are estimates 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).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, estimates of selected consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group for the fourth quarter of 2021 and for the whole of 2021.
Comments on the results for the fourth quarter of 2021
In the fourth quarter of 2021, the Company generated consolidated revenue of PLN 1,002m and EBITDA of PLN 99m, with EBITDA margin at 9.9%.
The Group’s business segments generated positive EBITDA in the period, reflecting strong product demand.
The fourth quarter of 2021 saw an uptrend in the selling prices of fertilizers, fuelled by a rapid and very strong price growth for the key raw materials used in fertilizer production, especially natural gas, but also phosphate rock and potassium chloride, which brought about an unprecedented surge in production costs.
Key performance drivers in the main segments:
Fertilizers
The performance of the Fertilizers segment was mainly driven by high prices of raw materials, in particular natural gas , which rose by over 400% year on year, as well as potassium chloride and phosphate rock. Increased selling prices in all fertilizers groups had a positive effect on the segment’s results, despite a decline in sales volumes.
The increased fertilizer prices resulted from higher production costs and reflected the pricing trends seen among other European producers. Thanks to the measures taken by Grupa Azoty to secure supplies to satisfy fertilizer demand on the domestic market, fertilizer prices in Poland in the fourth quarter of 2021 were among the lowest in the European Union.
In the fourth quarter, the Group did not stop or limit fertilizer production at its plants.
Pigments
In the Pigments segment, the selling prices of titanium white rose significantly year on year, while demand for the product remained strong. The attractiveness of titanium white imports from China to Europe was reduced by the record high freight costs. The supply of titanium white in Europe was at times insufficient owing to plant shutdowns, accompanied by the strong demand.
Key performance drivers in 2021
In 2021, the Company generated consolidated revenue of PLN 3,220m (2020: PLN 2,428m) and EBITDA of PLN 298m (2020: PLN 182), with EBITDA margin at 9.3% (2020: 7.5%).
The Company's financial results in 2021 were under pressure from growing prices of the raw materials used in production (in particular natural gas, as well as phosphate rock, potassium chloride, sulfur and other raw materials).
Changes in the prices of key raw materials and inputs drove up production costs. Rising commodity prices in global markets, as well as the supply and demand levels, translated into an increase in the market prices of products.
A significant item affecting the Company's consolidated net financial result in 2021 was a loss of PLN 40 million on measurement of shares in equity-accounted associates, in particular Grupa Azoty Polyolefins S.A.
The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for 2021, which is scheduled to be published 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).
Further to Current Report No. 23/2021 of May 31st 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 Azotowe Puławy 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. 23/2021 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).
Further to Current Report No. 13/2021 of April 29th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 Azotowe Puławy 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. 13/2021 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
Further to Current Reports No. 6/2022 of May 9th 2022 and No. 7/2022 of March 21st 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that after the operational parameters of the OP 230 boiler located in the Power Centre were reached and partial restoration of production at the Company’s main units began, a failure of the boiler occurred.
Due to the failure, the restoration of partial production at the Company’s main units needs to be stopped.
The Company will announce the restoration of production capacity and the estimated financial impact of the failures in a separate current report, to be issued once the failures are fully removed.
Legal basis: Article 17(1) of MAR (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. 6/2022 of March 9th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“the Company”) announces that following the removal of the failure of one of the two OP 230 boilers at the Power Centre, on March 21st 2022 operating parameters were achieved allowing for partial restoration of production at the Company’s key units.
The Company will announce the failure’s estimated impact on its financial performance in a separate current report after the failure has been fully removed.
Legal basis: Article 17(1) of MAR (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 Chemiczne Police S.A. (the “Company”) announces that as a consequence of unforeseen technical issues in the Power Centre (failure of two OP 230 boilers) it has become impossible to generate process steam necessary for production at the Company’s most important units.
The failure results in a temporary stoppage or a very significant limitation of production.
Based on currently available information, the Company is unable to specify a firm deadline for removing the technical problems and bringing production back to its previous levels. The estimated impact of the failure as of the date of this Report is unknown.
Legal basis: Article 17(1) of MAR (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 Chemiczne Police 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 Police Group” or the “Group”) in the wake of the Russian invasion of Ukraine:
1. Potential risk of disruption in natural gas supply to the Grupa Azoty Police Group.
Natural gas is supplied to the Grupa Azoty Police Group under an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. and, for the time being, the supply is continuing without any disruption. The Grupa Azoty Police Group keeps monitoring the gas supply situation and preparing contingency plans in case it has to reduce production in response to any supply constraints. The situation may change depending on decisions taken by the fuel supplier and the operator of the Polish gas transmission network.
2. Risk associated with the prices and availability of strategic raw materials supplied from the territory of Ukraine, as well as from the countries on which the sanction regime has been imposed – Russia and Belarus.
This risk, concerning the supplies of potassium chloride, may materialise as a result of reduced availability, price rises or logistical issues.
Possible disruptions may also affect the availability of other raw materials, but as at the date of this report the Company has not identified any material risks that could affect its ability to procure supplies from alternative sources.
3. Potential risk to timely implementation of projects carried out at the Grupa Azoty Police Group due to possible issues related to unavailability or constrained availability of contractor staff following the general mobilisation order in Ukraine.
4. Increased risk of interest rate rises and depreciation of the Polish currency against the euro and US dollar sparked by the current economic turbulence.
In 2021 sales to Ukraine accounted for 1.9% of the Grupa Azoty Police Group’s consolidated revenue and were mainly sales of mineral fertilizers. Sales to the Russian market did not exceed 1% of the Grupa Azoty Police Group’s consolidated revenue. The Company was not selling any products to Belarus in 2021.
Currently, the Group is not making any sales to either Russia or Belarus.
As for supplies to the Ukrainian market, they have been significantly curtailed since the martial law was declared in Ukraine.
The Grupa Azoty Zakłady Chemiczne Police 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 Police Group’s financial performance and economic standing are identified, they will be promptly disclosed to the public.
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 2/2022 of January 25th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 28th 2022 Grupa Azoty Polyolefins S.A., an associate of the Company (the “Associate”) executed Annex 3 to amend the turnkey engineering, procurement and construction contract for the Polimery Police project of May 11th 2019 (the “EPC Contract”) (see Current Report No. 26/2019 of May 11th 2019) between the Associate and Hyundai Engineering Co., Ltd. (the “Contractor”).
Annex 3 provides for, among others:
The execution of Annex 3 will not cause the budget of the Polimery Police project (amounting to USD 1,837,998 million) to be exceeded as the increase in the Contractor’s fee will be financed from the project contingency reserve.
The Company’s Management Board also announces that the condition necessary for execution of Annex 3 to the EPC Contract, specified in Current Report No. 2/2022 of January 25th 2022, i.e., obtaining the consent of the Associate’s General Meeting on January 28th 2022, has been fulfilled.
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 Chemiczne Police S.A. hereby announces the release dates for periodic reports in the 2022 financial year:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
The Management Board further announces that, as permitted under Par. 62.1 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) (the “Regulation”), the Company will not issue separate quarterly reports. The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not issue separate or consolidated quarterly reports for Q4 2021 and for Q2 2022, as permitted under Par. 79.2 of the Regulation.
Also, as permitted under Par. 62.3 of the Regulation, it will not release a separate (non-consolidated) half-year report.
Legal basis: Par. 80.1 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 Chemiczne Police S.A. (the “Company”) announces that on January 25th 2022 a resolution was passed by the Management Board of Grupa Azoty Polyolefins S.A., a member company of the same Group (the “Associate”), concerning conditional conclusion of an annex to amend the turnkey engineering, procurement and construction contract for the Polimery Police project of May 11th 2019 (the “EPC Contract”) (see Current Report No. 26/2019 of May 11th 2019) between the Associate and Hyundai Engineering Co., Ltd. (the “Contractor”).
Following a formal review and assessment of the substance of the Proposed Amendments, the Management Board of the Associate decided to accept the terms agreed between the Associate and the Contractor and conclude Annex 3 to the EPC Contract ( “Annex 3”).
The Proposed Amendments were communicated by the Company in Current Reports No. 32/2021 of August 27th 2021, No. 40/2021 of November 10th 2021 and No. 41/2021 of November 16th 2021.
Among other things, Annex 3 provides for:
The conclusion of Annex 3 will not cause the budget of the Polimery Police project to be exceeded as the increase in the Contractor’s fee will be financed from the project contingency reserve.
The Management Board of the Company points out that Annex 3 is a conditional agreement, subject to the grant of relevant approvals by the Associate’s corporate bodies.
The proposal to be submitted to the General Meeting of the Associate was endorsed by its Supervisory Board on January 25th 2022.
Further steps related to the conclusion of Annex 3 will be announced by the Company in separate current reports.
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 Chemiczne Police S.A. (the “Company” or the “Charterer”) announces that on January 24th 2022 it executed a contract with Polsteam Shipping Company Ltd. of Limassol, Cyprus, as the shipowner, and Polska Żegluga Morska Przedsiębiorstwo Państwowe of Szczecin acting for and on behalf of the shipowner as a shipagent (hereinafter jointly: the “Shipowner Parties”) providing for the carriage of phosphate bearing materials by the Shipowner Parties for the Charterer to the sea port in Police from Morocco and Algeria (hereinafter: the “Contract”).
The Contract was concluded for a term of five years, i.e. from January 1st 2022 to December 31st 2026.
Under the Contract, the Company will order the Shipowner Parties to carry the entire contracted volume of phosphate bearing materials from Morocco and Algeria.
The aggregate value of the affreightment under the Contact over its five-year term is estimated at approximately USD 67m. The estimated value of the Contract was determined assuming average annual deliveries similar to the volumes of phosphate bearing materials carried by the Shipowner Parties in the previous year, at an average freight rate from 2021. The other terms and conditions do not differ from standard terms used in contracts of this type.
The Contract is considered material by the Company because it will ensure continuous deliveries of phosphate bearing materials from Morocco and Algeria, which cover about 80% of its total demand for the key raw material used in the manufacture of compound fertilizers in the long term. Accordingly, the Shipowner Parties will remain strategic carriers of phosphate bearing materials for the Company until December 31st 2026.
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. 5/2018 of March 12th 2018 and Current Report No. 59/2020 of December 29th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 20th 2021 the Company signed with Polska Grupa Górnicza S.A. of Katowice (“Seller”) a bilateral amendment agreement (the “Amendment Agreement”) to a coal sale contract (the “Contract”).
Under the Amendment Agreement:
The subject matter of the Contract is the sale of thermal coal produced at the Seller’s mines and intended for consumption at the Company in quantities specified in the Contract. The total estimated value of the Contract following the execution of the Amendment Agreement is approximately PLN 86.5m (VAT exclusive) per annum.
The Contract will continue to be considered material by the Company as it secures long-term supplies of coal, in quantities sufficient to satisfy the Company's total demand for that material.
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 Chemiczne Police S.A. (the “Company”) announces that on November 16th 2021 the general contractor for the Polimery Police project, Hyundai Engineering Co., Ltd. (“HEC”), submitted to Grupa Azoty Polyolefins S.A., an entity of the Company’s Group (the “Associate”), a supplement (the “Supplement”) to the letter of August 27th 2021, as reported by the Company in Current Report No. 32/2021 of August 27th 2021, concerning the initiation of a procedure to amend the engineering, procurement and construction contract for the Polimery Police project (the “Polimery Police Project”), dated May 11th 2019 (the “EPC Contract”).
In accordance with the Supplement, HEC proposed the following amendments: (1) to extend the scheduled timescale of the Polimery Police Project by a further 15 days and (2) to increase the sum payable under the EPC Contract by an additional EUR 12.7m
The reason for submitting the Supplement according to HEC is the impact of the COVID-19 pandemic on the execution of the Polimery Police Project.
The Supplement will be thoroughly reviewed and assessed in terms of its appropriateness under the EPC Contract and under other agreements between the Associate and HEC, as well as in the light of relevant facts. Following the review, a decision will be made whether or not to include the amendments to the EPC Contract requested in the Supplement within the scope of the ongoing negotiating process.
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. 32/2021 of August 27th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the“Company”) announces that upon completion of the formal and substantive assessment of the amendments proposed by Hyundai Engineering Co., Ltd (the “General Contractor”) to the engineering, procurement and construction contract for the Polimery Police project, dated May 11th 2019 (the “EPC Contract”), the Management Board of Grupa Azoty Polyolefins S.A., a member of the Company’s Group (the “Associate”), resolved on November 10th 2021 to approve the instructions and strategy for negotiations with the General Contractor, whereby the Associate will proceed to negotiating the proposed amendments to the EPC 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: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police 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 4th 2021, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage shares in the voting rights represented at the EGM and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM – 78,051,500
Number of voting rights at the EGM – 78,051,500
Percentage share in voting rights represented at the EGM – 65.25%
Percentage share in total voting rights – 62.86%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM – 16,299,649
Number of voting rights at the EGM – 16,299,649
Percentage share in voting rights represented at the EGM – 13.63%
Percentage share in total voting rights: 13.13%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 16,000,000
Number of voting rights at the EGM – 16,000,000
Percentage share in voting rights represented at the EGM – 13.38%
Percentage share in total voting rights – 12.88%
Shareholder State Treasury
Number of shares at the EGM – 9,273,078
Number of voting rights at the EGM – 9,273,078
Percentage share in voting rights represented at the EGM – 7.75%
Percentage share in total voting rights: 7.47%
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 29th 2005 (consolidated text: Dz.U. of 2021, item 1983).
Legal basis:Art.
56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady
Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the
resolutions passed by the Extraordinary General Meeting on November 4th 2021,
together with the results of voting on the resolutions.
The Management Board also publishes a draft resolution that was put to vote at the Extraordinary General Meeting but was not carried.
At the Extraordinary General Meeting, none of the shareholders raised an objection 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).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 4th 2021 the Extraordinary General Meeting of the Company passed a resolution to appoint Urszula Kulisiewicz to the Company’s Supervisory Board of the eighth joint term of office.
The resolution became effective as of its date.
The Management Board also announces that the newly appointed Member of the Supervisory Board has made 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 partner or a shareholder in any competing partnership under civil law, other type of partnership or company, or a member of a governing body of any other competing legal entity.
The representation also includes a statement 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.
Brief descriptions of the newly appointed member’s educational background, qualifications, previously held positions and employment records are attached 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).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, selected estimated consolidated financial results of the Group for the third quarter and nine months ended September 30th 2021.
Key factors behind the Company’s consolidated financial results for the nine months ended September 30th 2021 and the third quarter of 2021 include primarily the high selling prices of products and purchase prices of raw materials on global markets, resulting, among other things, from strong upward trends in market prices, which had prevailed for many months.
Main factors affecting the Company’s consolidated financial results in the third quarter of 2021, by key segments:
In the Fertilizers segment, the market prices of many raw materials and other production inputs (in particular, natural gas, but also potassium chloride, phosphate rock, and CO2 emission allowances) were on a rising trend. Changes in the prices of key raw materials and inputs drove up production costs. In the third quarter of 2021, the market prices of gas were significantly higher than in the corresponding period of 2020.
At the same time, the rising prices of raw materials on global markets, coupled with the supply-demand structure, pushed up the market prices of fertilizers and nitrogen products – with price increases seen from the beginning of 2021 and continuing in the third quarter. As a result of those trends, the selling prices of compound fertilizers, urea and ammonia grew year on year.
Towards the end of the reporting period, many competitors announced they would reduce production. Despite the historically soaring gas prices, the Company neither stopped nor significantly limited its production of fertilizers, and took steps to, in the first place, meet demand for fertilizers on the Polish market, which is its priority market.
In the Pigments segment, the significantly higher selling prices of titanium white (relative to the third quarter of 2020) more than offset the negative impact of the rising gas prices and several other cost factors (including higher prices of ilmenite, the basic feedstock for pigment production). Demand for titanium white remained strong in Europe, exceeding supply. The availability of Chinese titanium white was limited, and imports from Asia became hardly profitable for pricing and logistics reasons, including mainly high freight costs.
A significant item affecting the Company’s consolidated net profit/loss for the third quarter of 2021 and nine months ended September 30th 2021 was the loss on shares in equity-accounted investees (PLN -14.3m and PLN -29.7m, respectively), attributable mainly to Grupa Azoty Polyolefins S.A. and due principally to the measurement of its financial instruments serving as cash flow hedges for the Polimery Police project, executed in accordance with the requirements of the credit facilities agreement and resulting from the financing received in USD and payments made in EUR, mainly to the general contractor, as those instruments cannot be designated for hedge accounting, as well as to the negative carrying amounts of loans.
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 of 2021 and nine months ended September 30th 2021, to be issued 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. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 28th 2021 it received from the Company’s shareholder Grupa Azoty S.A. of Tarnów a nomination of Ms Urszula Kulisiewicz as a candidate for Member of the Company’s Supervisory Board. The candidate has been nominated in connection with the Company’s Extraordinary General Meeting convened for November 4th 2021, whose agenda includes a resolution on changes in the composition of the Company’s Supervisory Board.
In accordance with the shareholder’s statement and the candidate’s representation, the nominee satisfies the formal criteria set out in the applicable laws and the Company’s Articles of Association, on October 4th 2021 was approved by the Council for state-owned companies and state-owned legal entities, and meets the independence criteria set out in the Act on Statutory Auditors, Audit Firms and Public Oversight.
The resume of the candidate to the Company’s Supervisory Board is attached as an appendix hereto.
Legal basis: Par. 19.1.2 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, draft resolutions and documents to be considered by the Extraordinary General Meeting on November 4th 2021, which are of relevance to the resolutions to be voted on during the General Meeting but 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 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 Chemiczne Police S.A. (the “Company”) hereby convenes an Extraordinary General Meeting (the “Extraordinary General Meeting”), to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11.00 a.m. on November 4th 2021, in accordance with the notice attached 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 27th 2021 Grupa Azoty Polyolefins S.A., member of the Company’s Group (the “Associate”) received from Hyundai Engineering Co., Ltd. (the “Contractor”), the General Contractor under the contract for turnkey execution of the Polimery Police project of May 11th 2019, announced by the Company in Current Report No. 26/2019 of May 11th 2019, as amended, including under an annex announced by the Company in Current Report No. 55/2020 of October 9th 2020 (the “EPC Contract”), a letter concerning initiation of a procedure to amend the EPC Contract (the “Amendment Proposal”) for the execution of the Polimery Police project (the “Polimery Police Project”).
The amendments to the EPC Contract proposed by the Contractor concern the following matters: (1) increase of the Contractor’s fee by a total of EUR 127.4m, (2) change of the Polimery Police Project execution schedule through extension of the Polimery Police Project execution period by 181 days, and (3) amendment to an appendix to the EPC Contract where it relates to the technical aspects of the scope of work provided for in the EPC Contract.
In the Contractor’s opinion, the main reason for submitting the Amendment Proposal is the impact of the COVID-19 pandemic on the execution of the Polimery Police Project.
The Amendment Proposal will be thoroughly reviewed and verified in terms of its appropriateness under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Associate and the Contractor, as well as in the light of facts.
Further steps related to the Amendment Proposal will be announced by the Company in subsequent current reports at a later 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Company’s Group for the secod quarter and the first half of 2021:
Q2 2021:
Consolidated revenue: PLN 686.6m
EBIT: PLN 33.9m
EBITDA: PLN 68.2m
Net profit: PLN 37.8m
Results by segment:
Revenue of the Fertilizers segment: PLN 562.6m
EBIT of the Fertilizers segment: PLN 18.6m
EBITDA of the Fertilizers segment: PLN 44.8m
Revenue of the Pigments segment: PLN 106.6m
EBIT of the Pigments segment: PLN 13.4m
EBITDA of the Pigments segment: PLN 19.8m
Other income: PLN 17.4m
Other EBIT: PLN 1.9m
Other EBITDA: PLN 3.6m
H1 2021:
Consolidated revenue: PLN 1,404.8m
EBIT: PLN 61.0m|
EBITDA: PLN 129.4m
Net profit: PLN 52.8m
Results by segment:
Revenue of the Fertilizers segment: PLN 1,165.4m
EBIT of the Fertilizers segment: PLN 30.4m
EBITDA of the Fertilizers segment: PLN 82.8m
Revenue of the Pigments segment: PLN 202.5m
EBIT of the Pigments segment: PLN 23.4m
EBITDA of the Pigments segment: PLN 36.0m
Other income: PLN 36.9m
Other EBIT: PLN 7.2m
Other EBITDA: PLN 10.6m
Main factors with a bearing on the consolidated financial results of Grupa Azoty Zakłady Chemiczne Police S.A. for the second quarter of 2021:
The Fertilizers Segment’s EBITDA benefited mainly from growing sales prices of compound fertilizers, urea and ammonia. The strong increases in market prices of these products observed from the beginning of 2021 continued into the second quarter. At the same time, the upward trend in prices of many raw materials used in production (in particular natural gas) significantly cancelled out the positive effect of rising sales prices. Changes in prices of key raw materials translated into higher production costs in the second quarter of 2021 compared with the corresponding period of 2020, but the increase was lower than revenue growth.
In the Pigments Segment, a year-on-year growth in sales prices and volumes of titanium white more than countered the negative effect of rising gas prices and a few other less important cost drivers. Demand for titanium white remained strong. The availability of Chinese titanium white in Europe was limited, and imports from Asia became hardly profitable for pricing and logistics reasons, including mainly high freight costs.
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. 56.1.2 of the Public Offering Act - Current and periodic information
Grupa Azoty Zakłady Chemiczne Police S.A. the “Company”) announces that Mr Paweł Waldemar Bakun has resigned from membership of the Supervisory Board, in which he held the position of Deputy Chairman of the Supervisory Board, with effect from July 31st 2021.
The reason for the resignation of Mr Paweł Waldemar Bakun is his participation in the competitive selection process for member of the Management Board of Grupa Azoty Polyolefins S.A.
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. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting convened for June 28th 2021, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the AGM: 78,051,500
Number of voting rights at the AGM: 78,051,500
Percentage share in voting rights represented at the AGM: 65.25%
Percentage share in total voting rights: 62.86%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the AGM: 16,299,649
Number of voting rights at the AGM: 16,299,649
Percentage share in voting rights represented at the AGM: 13.63%
Percentage share in total voting rights: 13.13%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the AGM: 16,000,000
Number of voting rights at the AGM: 16,000,000
Percentage share in voting rights represented at the AGM: 13.38%
Percentage share in total voting rights: 12.88%
Shareholder State Treasury
Number of shares at the AGM: 9,273,078
Number of voting rights at the AGM: 9,273,078
Percentage share in voting rights represented at the AGM: 7.75%
Percentage share in total voting rights: 7.47%
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 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 Chemiczne Police S.A. (the “Company”) publishes, attached to this report, resolutions passed by the Company’s Annual General Meeting on June 28th 2021, together with the results of voting on the resolutions.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://zchpolice.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. 26/2021 of June 1st 2021.
At the Annual 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: other regulations
Acting pursuant to Art. 504.1 and Art. 504.2 of the Commercial Companies Code (the “CCC”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) of Police, hereby gives the second notice to the Company’s shareholders of the intended merger of the Company with Supra Agrochemia Spółka z ograniczoną odpowiedzialnością of Wrocław (the “Acquiree”), in which the Company holds 100% of the shares.
The merger will be effected in accordance with the procedure described in Art. 492.1.1 of the CCC, i.e. by transferring to the Company, as the sole shareholder in the Acquiree, all of the Acquiree’s assets (merger by acquisition) without increasing the Acquirer’s share capital in view of the fact that all shares in the Acquiree are held by the Company.
In accordance with the provisions of Art. 494.1 of the CCC, the Company will assume all of the Acquiree’s rights and obligations as of the merger date.
The detailed terms of the merger have been set out in the merger plan agreed on April 26th 2021, which is now available on the Company’s website at https://zchpolice.grupaazoty.com/spolka/grupa-kapitalowa.
The Company’s Management Board further announces that the following documents concerning the merger (the “Merger Documents”):
have been available for inspection by the Company’s shareholders since the date of publication of the first notice (by way of Current Report No. 21/2021 of May 17th 2021) and will remain available until the date of the merger resolution.
The Merger Documents are available for inspection at the Company’s registered office at ul. Kuźnicka 1, Police, from Monday through Friday, from 8:00 am to 2:00 pm.
The documents listed in Section 3 are also available on the Company’s website at https://zchpolice.grupaazoty.com/relacje-inwestorskie/raporty-okresowe.
The Company’s shareholders may request that copies of the Merger Documents be made available to them free of charge at the Company’s registered office.
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents to be considered by the Annual General Meeting convened for June 28th 2021, relevant for the resolutions to be voted on and 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company (the “Annual General Meeting”), to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11.00 a.m. on June 28th 2021, in accordance with the notice attached 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police 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 Azotowe Puławy 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:
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 Chemiczne Police 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 Azotowe Puławy 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:
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 Chemiczne Police S.A. (“the Company”) announces that, at its meeting held on May 24th 2021, the Company’s Supervisory Board appointed Mr Stanisław Kostrubiec as Member of the Company’s Management Board of the ninth term of office to serve in the capacity of Vice President of the Management Board.
The resolution concerning appointment of the Vice President of the Management Board of the ninth term of office came into force upon its adoption.
The Management Board also announces that the newly appointed Vice President of the Management Board has made 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 or a shareholder in any competing partnership under civil law, other type of partnership or company, or a member of a governing body of any other competing legal entity.
Stanisław Kostrubiec 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 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).
Acting pursuant to Art. 504.1 and Art. 504.2 of the Commercial Companies Code (the “CCC”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) of Police, hereby gives the first notice to the Company’s shareholders of the intended merger of the Company with Supra Agrochemia Spółka z ograniczoną odpowiedzialnością of Wrocław ( the “Acquiree”), in which the Company holds 100% of the shares.
The merger will be effected in accordance with the procedure described in Art. 492.1.1 of the CCC, i.e. by transferring to the Company, as the sole shareholder in the Acquiree, all of the Acquiree’s assets (merger by acquisition) without increasing the Acquirer’s share capital in view of the fact that all shares in the Acquiree are held by the Company.
In accordance with the provisions of Art. 494.1 of the CCC, the Company will assume all of the Acquiree’s rights and obligations as of the merger date.
The detailed terms of the merger have been set out in the merger plan agreed on April 26th 2021, which is now available on the Company’s website at https://zchpolice.grupaazoty.com/spolka/grupa-kapitalowa.
The Company’s Management Board further announces that the following documents concerning the merger (the “Merger Documents”):
will be available for inspection by the Company’s shareholders from the date of publication of this notice until the date of the merger resolution.
The Merger Documents will be available for inspection at the Company’s registered office at ul. Kuźnicka 1, Police, from Monday through Friday, from 8:00 am to 2:00 pm.
The documents listed in Section 3 are also available on the Company’s website at https://zchpolice.grupaazoty.com/relacje-inwestorskie/raporty-okresowe.
The Company’s shareholders may request that copies of the Merger Documents be made available to them free of charge at the Company’s registered office.
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 15/2021 of May 5th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 14th 2021 the Company’s Supervisory Board approved the proposal made by the Company’s Management Board to the Annual General Meeting, to allocate the entire net profit for the financial year 2020, in the amount of PLN 83,708,317.51, to the Company’s statutory reserve funds.
A final decision on allocation of profit for the financial year 2020 will be made by the Company’s 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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting convened for May 11th 2021, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Extraordinary General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM – 78,051,500
Number of voting rights at the EGM – 78,051,500
Percentage share in voting rights represented at the EGM – 75.54%
Percentage share in total voting rights – 62.86%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 16,000,000
Number of voting rights at the EGM – 16,000,000
Percentage share in voting rights represented at the EGM – 15.49%
Percentage share in total voting rights – 12.88%
Shareholder State Treasury
Number of shares at the EGM – 9,273,078
Number of voting rights at the EGM – 9,273,078
Percentage share in voting rights represented at the EGM – 8.97%
Percentage share in total voting rights: 7.47%
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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on May 11th 2021, together with the results of voting on the resolutions.
The Management Board also publishes a draft resolution that was put to vote at the Extraordinary General Meeting but was not carried.
At the Extraordinary General Meeting, none of the shareholders raised an objection 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).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 11th 2021 the Company’s Extraordinary General Meeting resolved to appoint Mr Krzysztof Stanisław Kozłowski, Member of the Company’s Supervisory Board, as Chairman of the Company’s Supervisory Board.
The resolution became effective as of its date.
Mr Krzysztof Stanisław Kozłowski was appointed to the Company’s Supervisory Board with effect from April 10th 2021, as announced by the Company in Current Report No. 8/2021 of April 9th 2021.
Brief descriptions of the newly appointed Chairman of the Supervisory Board’s educational background, qualifications, previously held positions and employment records, were provided by the Company in Current Report No. 8/2021 of April 9th 2021.
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby publishes the estimates of key consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group for Q1 2021.
Revenue from external sales: PLN 718.1m
EBITDA: PLN 61.2m
Net profit: PLN 15.0m
Results by segment:
Revenue from external sales of the Fertilizers segment: PLN 602.7m
EBITDA: PLN 38.0m
Revenue from external sales of the Pigments segment: PLN 95.9m
EBITDA: PLN 16.2m
Revenue from external sales of the Other Activities segment: PLN 19.6m
EBITDA: PLN 7.0m
EBITDA performance of the Fertilizers segment was mainly affected by rapid price changes on the markets for fertilizers and nitrogen products. The selling prices of compound fertilizers, urea and ammonia rose significantly relative to Q1 2020. At the same time, the prices of certain raw materials used as production feedstock, mainly natural gas, also went up. Accordingly, the positive effect of the increase in selling prices was largely offset by higher production costs due to the steep rise in natural gas prices.
In the case of the Pigments segment, a higher level of titanium white selling prices largely offset the unfavourable impact of the growing gas prices and several other minor factors. Demand for titanium white remained strong.
Key drivers of the Group’s net profit included a gain on the measurement of derivative instruments resulting from the agreement between the shareholders of Grupa Azoty Polyolefins S.A. in the amount of PLN 12.9m and the effect of the equity method measurement of shares in associates (of PLN -25.5m) pertaining mainly to a change relative to 2020 in Grupa Azoty Polyolefins S.A.’s net assets due largely to the measurement of its financial instruments serving as cash-flow hedges with respect to the financing raised in USD and payments made in EUR under the Polimery Police project, entered into in accordance with the requirements of the credit facilities agreement.
The Company’s Management Board resolved to publish these estimated consolidated results following publication by the parent Grupa Azoty S.A. of the Q1 2021 estimated consolidated financial results of the Grupa Azoty Group.
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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 5th 2021 the Company’s Management Board passed a resolution to allocate the Company’s entire net profit for the financial year 2020, of PLN 83,708,317.51, to the Company’s reserve funds.
The retained profit will ensure compliance with the provisions of the Commercial Companies Code setting down the required level of statutory reserve funds, which – following an increase of the Company’s share capital through an additional share issue (from PLN 750.0m to PLN 1,241.8m, registered in January 2020) – remains PLN 10.8m below the statutory level. Accordingly, at least PLN 6.7m of the profit earned in 2020 should be contributed to statutory reserve funds.
In 2020, the Company also carried out a process of financing the acquisition of shares and provision of subordinated loans to Grupa Azoty Polyolefins S.A., the special purpose vehicle implementing the Polimery Police project, which represented a major financial challenge for the Company on a scale never seen before. Polimery Police is the largest strategic capex project run within the Grupa Azoty Group, to which in 2020 the Company made a key contribution of long-term capital (comprising a mix of equity and loans) amounting to PLN 723m, of which over PLN 200m had been raised from sources increasing the Company’s debt burden.
In view of these circumstances, the profit retention will meaningfully improve the Company’s financial security, allowing it to smoothly carry out its capital investment and maintenance plans, which must be regularly undertaken in the chemical industry.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to allocate the 2020 net profit.
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 Chemiczne Police S.A. (the “Company”) announces that on April 30th 2021 the Company’s Supervisory Board passed resolutions to remove all members of the Company’s Management Board of the eighth term, namely:
The Supervisory Board’s resolutions to remove the Members of the Company’s Management Board of the eighth term became effective as of their date.
In connection with the removal of all members of the Company’s Management Board, the Supervisory Board declared the eighth joint term of the Company’s Management Board was terminated early.
At the same time, the Supervisory Board, at its meeting held on April 30th 2021, acting pursuant to Art. 368.4 and Art. 369.1 of the Commercial Companies Code, Art. 20.1–3, Art. 21.1, Art. 22.1–3, Art. 28.1.1 of the Company’s Articles of Association and Par. 2.1 of the Rules of Procedure for the Company’s Supervisory Board, passed resolutions, effective as of their date, to appoint the following persons as Members of the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. for a new, ninth term:
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 persons appointed to the Management Board are not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
A brief description of the newly appointed Management Board Members’ educational background, qualifications, previously held positions and employment records is 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
The Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on April 29th 2021 the Company and its subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (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 Company’s and the 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 Company, for up to 120% of the value of the Reverse Factoring Agreement.
The Company is liable for all payments due under the Reverse Factoring Agreement, while each of the Group Companies 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 Company and the 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 Company’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 Group’s financing security by establishing an umbrella structure of facility limit allocation and authorising the Company, acting as the Factoring Agent, to redistribute the facility limits and to allow its other subsidiaries to accede to the Reverse Factoring Agreement as clients.
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 S.A. (the “Company”, the “Factoring Agent”) announces that on April 29th 2021 the Company and its subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (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 Company’s and the 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 Company, for up to 120% of the value of the Reverse Factoring Agreement.
The Company is liable for all payments due under the Reverse Factoring Agreement, while each of the Group Companies 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 Company and the 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 Company’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 Group’s financing security by establishing an umbrella structure of facility limit allocation and authorising the Company, acting as the Factoring Agent, to redistribute the facility limits and to allow its other subsidiaries to accede to the Reverse Factoring Agreement as clients.
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 Chemiczne Police S.A. (the “Company”) announces that the non-financial report for 2020 covering Grupa Azoty Zakłady Chemiczne Police S.A. and the Grupa Azoty Zakłady Chemiczne Police 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 http://zchpolice.grupaazoty.com/.
Legal basis: Par. 5.11 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 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 Chemiczne Police S.A. (“Company”) publishes, attached hereto, the draft resolutions to be considered by the Extraordinary General Meeting convened for May 11th 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
Acting pursuant to Art. 398, Art. 399.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code as well as Art. 39.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 1,241,757,680 (paid up in full), gives notice of an Extraordinary General Meeting of the Company, to be held at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6, at 11am on May 11th 2021.
The total number of shares in the Company is 124,175,768. As at the date of this notice (April 13th 2021), the shares confer 124,175,768 voting rights.
Agenda of the Meeting:
Right to participate in the Extraordinary General Meeting
Pursuant to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at April 25th 2021, have the right to participate in the Extraordinary General Meeting.
Pledgees and usufructuaries holding voting rights may participate in the Extraordinary General Meeting if the limited property rights created in their favour are registered in the relevant securities account as at the record date.
In order to participate in the Extraordinary General Meeting, holders of Company shares and pledgees and usufructuaries holding voting rights must request the entity maintaining their securities accounts – no earlier than April 13th 2021 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than April 26th 2021 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on May 6th, 7th and 10th 2021. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting through a proxy
Shareholders may participate in the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder's rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, a form of electronic power of proxy is made available by the Company for downloading from https://zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not need to be signed with a qualified electronic signature.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by April 20th 2021. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Shareholders’ right to ask questions concerning matters placed on the meeting agenda
During the Extraordinary General Meeting, shareholders may ask questions concerning matters placed on the agenda of the Extraordinary General Meeting.
The procedure for asking and answering such questions is set out in the Rules of Procedure for the General Meeting of the Company, available on the Company’s website https://zchpolice.grupaazoty.com/spolka/dokumenty-korporacyjne
Electronic communication
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company's registered office and on the Company's website at https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia from the date of convening the Extraordinary General Meeting. Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Corporate website
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website https://zchpolice.grupaazoty.com
INFORMATION ON PERSONAL DATA PROTECTION
IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING
OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary Annual General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Accordingly, the Company states that:
a) the controller of the personal data collected is Grupa Azoty Zakłady Chemiczne Police S.A. of Police. You can contact the Company by email at ##xds.edaxrt#at#vgjeppodin.rdb## or by traditional mail at: Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland
b) For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer by email at: ##xds.edaxrt#at#vgjeppodin.rdb## or by traditional mail at: Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland;
c) The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM[1], allowing Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;
d) The Company processes: (i) personal data identifying a Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL); (ii) data included in powers of proxy; (iii) data on shares held and rights attached to them, such as the number, type and serial numbers of shares, and number of voting rights conferred by such shares; and (iv) where Shareholders contact the Company by email – their email address;
e) Shareholders’ personal data may be collected by the Company from entities operating the securities depository, and from other Shareholders – with respect to the data included in powers of proxy;
f) The legal basis for the processing of your personal data by the Company is:
g) Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – insofar as the list of shareholders is made available for inspection in accordance with Art. 407 of the Commercial Companies Code;
h) Personal data included in the lists of shareholders, attendance lists and powers of proxy will be stored for the period of the Company’s existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; Personal data related to email contact will be stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of the Company or against the Company, not longer than six years;
i) Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of a Shareholder’s identity, and failure to provide such data precludes the Shareholder from participating in the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
j) You have the right to request access to and rectification or erasure of personal data or restriction of its processing, and to object to its processing, as well as the right to data portability; it must, however, be borne in mind that these rights are not absolute and may be subject to derogations provided for by law;
k) You may lodge a complaint with the President of the Data Protection Authority in the event 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).
[1] In particular, Art. 401, Art. 407, Art. 410 and Art. 412 of the Commercial Companies Code.
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 9th 2021 it received a statement from the Minister of State Assets to the effect that Mirosław Kozłowski was removed from the Supervisory Board of the Company under Art. 30.2 of the Company’s Articles of Association, with effect from April 9th 2021. Mirosław Kozłowski served as Chairman of the Supervisory Board.
Furthermore, the Management Board received a statement from the Minister of State Assets to the effect that Krzysztof Stanisław Kozłowski was appointed to the Supervisory Board under Art. 30.2 of the Company’s Articles, with effect from April 10th 2021.
The Management Board also announces that the newly appointed Supervisory Board Member Krzysztof Stanisław Kozłowski has made 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 or a shareholder in any competing partnership under civil law, other type of partnership or company, or a member of a governing body of any other competing legal entity.
Krzysztof Stanisław Kozłowski 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 Supervisory Board Member’s educational background, qualifications, previously held positions and employment records are attached to this 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 Reports No. 3/2021 of March 18th 2021 and No. 4/2021 of March 23rd 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces an update on the anticipated effect of a non-cash one-off item on the Company’s separate and consolidated financial statements for 2020.
On March 30th 2021, the Company’s management partially revised the reversals of impairment losses on assets recognised in the Company’s books as at December 31st 2020. The revision resulted from a recommendation of the Company’s auditor, who during the audit approved the underlying assumptions and methodology of the tests which showed a higher value in use of assets, but then on March 29th 2021 formulated a final recommendation not to reverse certain impairment losses and to continue to apply to some of them a practice from the previous two years whereby the Company, guided by additional caution, resolved not to reverse impairment losses on assets even if their estimated value in use exceeded their book value.
Consequently, the effect (increase in profit or loss) of the reversals will be limited in the Company’s separate results to:
a) EBITDA: PLN 13.00m
b) net profit: PLN 10.53m
and in the consolidated results of the Company’s Group to
a) EBITDA: PLN 12.58m
b) net profit: PLN 10.19m
Furthermore, the Company publishes selected estimated consolidated financial results of the Company for the fourth quarter of 2020:
Revenue: PLN 663.74m
EBITDA: PLN 59.28m
Net profit: PLN 76.67m
and selected estimated consolidated results for 2020:
Revenue: PLN 2,427.97m
EBITDA: PLN 194.42m
Net profit: PLN 123.41m
The Company’s Management Board considers the information on the consolidated results to be material considering the improvement in financial performance recorded in the fourth quarter of 2020 relative to the corresponding periods of the three prior years. Furthermore, the results for the fourth quarter of 2020 differ from market expectations.
The Management Board of the Company reports that these results include:
- compensation payable to the Company for 2019 and 2020 under the Act on Compensation Scheme for Energy-Intensive Sectors and Subsectors, in the estimated amount of approximately PLN 21.47m,
- measurement of derivative instruments and exit mechanisms for Joint Sponsors provided for in the shareholder agreement of the associate Grupa Azoty Polyolefins S.A. implementing the strategic project Polimery Police, amounting to PLN 21.61m (as announced by the Company in Current Report No. 5/2021 of March 24th 2021), and
- the aforementioned reversal of impairment losses on fixed assets in the amount of PLN 12.58m.
The Management Board of the Company further reports that, as the financial statements of Grupa Azoty Zakłady Chemiczne Police S.A. for 2020 are still being audited, the final amounts and results will be published in the 2020 annual 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 L No. 173, p. 1) (“MAR”).
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces information about the anticipated effect of one-off non-cash items on the Company’s 2020 financial statements.
The Company recognised in its accounts the measurement of derivative
instruments provided for in the shareholder agreement signed between the
shareholders of the Company’s associate and the subsidiary of Grupa Azoty S.A.
(the “Parent”, jointly referred to as the “Original Sponsors”) – Grupa Azoty
Polyolefins S.A. (“GA Polyolefins”), which is implementing the strategic investment
project Polimery Police (the “Project”). The shareholder agreement was entered
into on May 31st 2020 between the Original Sponsors, GA Polyolefins and Grupa
LOTOS S.A. (“Grupa LOTOS”), Hyundai Engineering Co., Ltd. (“Hyundai”) and Korea
Overseas Infrastructure & Urban Development Corporation (“KIND”, jointly
referred to as the “Joint Sponsors”). Information on the execution of the
shareholder agreement and its key provisions was announced in Current Report
No. 38/2020 of May 31st 2020.
The shareholder agreement provides in particular for a put option for Hyundai and KIND and a call option (with respect to the shares held by Hyundai) for the Original Sponsors, in each case with respect to the GA Polyolefins shares with a total value (calculated on the basis of the price originally paid by Hyundai and KIND) of up to USD 70,000 thousand, with the amount reduced by any dividends paid to Hyundai and KIND by the put option exercise date. The parties agreed that the call option could be exercised from the earlier of the actual Project completion date or January 1st 2025, and the put option – from the later of the expiry of the lock-up period, i.e. three years from the actual Project completion date, or January 1st 2027, with the exercise of the call option causing the expiry of the put option and vice versa. The parties agreed that the options would expire on or before December 31st 2035.
Therefore, in the context of the Company’s separate and consolidated financial statements, the options are derivative financial instruments. The rights and obligations of the Original Sponsors in connection with the above instruments are joint and several. The Company measured the value of the options as at December 31st 2020 relying on a valuation prepared by an independent expert based on assumptions specified by the Original Sponsors and relevant market parameters. The options are recognised in the financial statements of the Company and the Parent in proportion to the size of the shareholdings in GA Polyolefins.
Accordingly, the Company recognised in its separate and consolidated financial statements financial assets of PLN 48,874 thousand on account of a derivative instrument – the call option, and financial liabilities of PLN 21,469 thousand on account of a derivative instrument – the put option. The effect on earnings amounted to PLN 27,405 thousand. The matter has no effect on separate or consolidated EBITDA.
In
addition, the shareholder agreement provides for additional mechanisms enabling
the Joint Sponsors
to exit the investment in GA Polyolefins. In particular, the mechanisms enable
Grupa LOTOS, Hyundai and KIND to exit the investment – with respect to shares
not covered by the put or call option – following a buyback of the shares by GA
Polyolefins at fair value for cancellation. Such buyback should be made with
funds generated and accumulated by GA Polyolefins after full repayment of
senior debt financing.
In view of the above, the amount of contribution paid for GA Polyolefins shares subscribed for by Grupa LOTOS, Hyundai and KIND, which can be bought back in the future for cancellation in accordance with the shareholder agreement, is recognised in the financial statements of the associate GA Polyolefins as a reduction of equity, which had an effect on the recognition in the consolidated financial statements of the Company. The amount of equity reduction at GA Polyolefins as at December 31st 2020 is approximately PLN 330m and has an effect on equity method accounting. The matter has no effect on the Company’s separate results or consolidated EBITDA, but it reduces the consolidated net result by PLN 5.8m.
As the audit of the Company’s financial statements for 2020 has not yet been completed, the above amounts are not final and are 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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 3/2021 of March 18th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces an update on the anticipated effect of a non-cash one-off item on the Company’s separate and consolidated financial statements for 2020.
On March 23rd 2021, the Company’s Management Board passed a resolution to change the amount of the reversal of impairment losses on non-current asset. Following a review of reversible impairment losses recognised in previous periods, the total amount of the reversal was decreased by PLN 21,932 thousand, to PLN 62,647 thousand.
After the change, the effect of the reversal on the Company’s separate results is as follows:
a) effect on EBITDA: PLN 62,647 thousand
b) effect on net profit/(loss): PLN 50,744 thousand.
The effect on the Group’s consolidated results has been estimated as follows:
a) effect on EBITDA: PLN 60,634 thousand
b) effect on net profit/(loss): PLN 49,114 thousand.
As the financial statements of Grupa Azoty Zakłady Chemiczne Police S.A. for 2020 are still being audited, the above amounts are not final and may be subject to revision. The final amounts will be published in the 2020 annual report, due to 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 L No. 173, p. 1) (“MAR”).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces the anticipated effect of a non-cash one-off item on the Company’s separate and consolidated financial statements for 2020.
On March 18th 2021, the Company’s Management Board passed a resolution to recognise in the Company’s accounting records, as at December 31st 2020, a reversal of impairment losses on assets recognised in previous periods, in a total amount ofPLN 84,579thousand. This was attributable to an indication that an impairment loss may have decreased and an impairment test conducted as at December 31st 2020, in accordance with the provisions of IAS 36. The reversal of impairment losses related to both cash-generating units (CGUs), i.e. the Fertilizers CGU and the Pigments CGU.
The effect of the reversal on the Company’s separate results is as follows:
a) effect on EBITDA: PLN 84,579 thousand,
b) effect on net profit/(loss): PLN 68,509 thousand.
Its effect on the Group’s consolidated results has been estimated as follows:
a) effect on EBITDA: PLN 81,798 thousand,
b) effect on profit/(loss): PLN 66,256 thousand.
Disclaimer: As the financial statements of Grupa Azoty Zakłady Chemiczne Police S.A. for 2020 are still being audited, the above amounts are not final and may be subject to revision.
The separate and consolidated full-year reports of Grupa Azoty Zakłady Chemiczne Police S.A. for 2020 will be issued 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 L No. 173, p. 1) (“MAR”).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 37/2020 of May 31st 2020, Current Report No. 38/2020 of May 31st 2020, Current Report No. 54/2020 of October 7th 2020, and Current Report No. 57/2020 of November 16th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.(the “Company”) announces that on February [25th] 2021 Grupa Azoty Polyolefins S.A., an associate of the Company (“GA Polyolefins”), was notified by Bank Polska Kasa Opieki S.A., acting as the Facility Agent, that it had received all the documents and/or information necessary to fulfil the conditions precedent to the Financial Closing under the Credit Facilities Agreement (as defined in Current Report No. 37/2020 of May 31st 2020), as amended, in form and substance satisfactory to the Lenders.
The Financial Closing having been therefore reached, GA Polyolefins may now apply for disbursement of funds under the Credit Facilities, subject to specific conditions for the first drawdown on each Facility and additional conditions for each disbursement, which do not differ from standard terms and conditions applicable to similar financing arrangements.
Legal basis: Article 17(1) of MAR (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 Chemiczne Police S.A. hereby announces the release dates for periodic reports in the 2021 financial year:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
The Management Board further announces that, as permitted under Par. 62.1 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) (the “Regulation”), the Company will not issue separate quarterly reports. The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not issue separate or consolidated quarterly reports for Q4 2020 and for Q2 2021, as permitted under Par. 79.2 of the Regulation.
Also, as permitted under Par. 62.3 of the Regulation, it will not release a separate (non-consolidated) half-year report.
Legal basis: Par. 80.1 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. 5/2018 issued on March 12th 2018, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 29th 2020 the Company submitted to Polska Grupa Górnicza S.A. of Katowice (the “Seller”) a notice of termination of the bilateral coal sale contract (the “Contract”), executed on March 12th 2018.
The subject matter of the Contract is the sale of thermal coal produced at the Seller’s mines.
The reason for terminating the Contract is a reduction in the quantities of coal to be consumed by the Company from 2022 onwards thanks to improved energy efficiency of its industrial processes, which will result in lower heat consumption, and investments undertaken to ensure access to an additional external source of heat fired with a different fuel.
The termination notice submitted by the Company to the Seller is subject to the 24 months’ notice period, with effect as of the end of the calendar year in which the notice period expires, that is December 31st 2022.
The Company warrants that the termination of the Contract will not disrupt its operations. Failure to terminate the Contract would result in excessive difficulties related to reception of the fine coal and negative financial consequences from its continued performance.
Despite the Contract having been terminated, the Company intends to continue its long-term business relationship with the Seller, on new mutually agreed terms, adapted to reflect the quantities of coal actually needed by the Company and the prevailing market conditions.
At the same time, the Company announces that a negotiation team is already working to reach an agreement with respect to future business relations between the parties.
The Seller is the sole supplier of thermal coal to the Company.
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. 56/2020 of November 16th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 27th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of the Company’s subsidiary Grupa Azoty Polyolefins S.A. of Police (“GA Polyolefins”).
Following the registration, the share capital of GA Polyolefins was increased from PLN 599,283,310 to PLN 922,968,300. The number of shares of all issues currently totals 92,296,830 (previously: 59,928,331). Their par value is PLN 10 per share.
As a result of the share capital increase at GA Polyolefins, the number of shares held by the Company did no change and amounts to 31,762,015 shares with a par value of PLN 10 per share and total value of PLN 317,620,150.
At present, the Company’s interest in the share capital of GA Polyolefins is 34.41%. The other shareholders in GA Polyolefins are the Company’s parent Grupa Azoty S.A. (holding directly 30.52% of the subsidiary’s share capital), Grupa LOTOS S.A. of Gdańsk (17.30% of the share capital); Hyundai Engineering Co., Ltd of Seoul, South Korea (16.63% of the share capital), and Korea Overseas Infrastructure & Urban Development Corporation of Seoul, South Korea (1.14% of the share capital).
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. 21/2019 of April 26th 2019, Current Report No. 57/2019 of October 31st 2019, Current Report No. 67/2019 of November 22nd 2019, Current Report No. 69/2019 of December 6th 2019, Current Report No. 71/2019 of December 13th 2019, Current Report No. 77/2019 of December 23rd 2019, Current Report No. 37/2020 of May 31st 2020, Current Report No. 38/2020 of May 31st 2020 and Current Report No. 56/2020 of November 16th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.(the “Company”) announces that on November 16th 2020 the Company and its parent Grupa Azoty S.A. (the “Parent”, and jointly with the Company the “Original Sponsors”) performed their obligations under equity investment agreements executed in connection with the Polimery Police project (the “Transaction Documents”) (the “Project”) with Hyundai Engineering Co., Ltd. (“Hyundai”), Korea Overseas Infrastructure & Urban Development Corporation (“KIND”), and Grupa LOTOS S.A. (“Grupa LOTOS”) (jointly the “Co-Sponsors”).
In connection with the Project, on November 16th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), a subsidiary of the Company, passed a resolution to increase GA Polyolefins’ share capital. In performance of their obligations under the Transaction Documents, on November 16th 2020 each of the Co-Sponsors entered into a subscription agreement with GA Polyolefins whereby Hyundai acquired 15,348,963 (fifteen million, three hundred and forty-eight thousand, nine hundred and sixty-three) Series G shares, KIND acquired 1,052,184 (one million, fifty-two thousand, one hundred and eighty-four) Series G shares, and Grupa LOTOS acquired 15,967,352 (fifteen million, nine hundred and sixty-seven thousand, three hundred and fifty-two) Series G shares. Following the execution of the subscription agreements, the Co-Sponsors made cash contributions to pay for the new shares in GA Polyolefins as follows: Hyundai paid GA Polyolefins USD 73,000,000 (equivalent to PLN 275,808,600, as translated at the NBP rate for November 16th 2020 (Table 223/A/NBP/2020 of November 16th 2020), KIND paid USD 5,000,000 (equivalent to PLN 18,891,000, as translated at the NBP rate for November 16th 2020 (Table 223/A/NBP/2020 of November 16th 2020), and Grupa LOTOS paid PLN 300,000,000. As a result, the shareholding structure of GA Polyolefins following registration of the share capital increase will be as follows: the Company will hold 34.41%, the Parent will hold directly 30.52%, Grupa Lotos will hold 17.3%, Huyndai will hold 16.63%, and KIND will hold 1.14% of the GA Polyolefins share capital, with these percentages corresponding both to the shareholders’ respective ownership interests in GA Polyolefins and to their shares in the total vote at the General Meeting of GA Polyolefins.
On November 16th 2020, the Extraordinary General Meeting of GA Polyolefins, a subsidiary of the Company, also passed a resolution to amend the Articles of Association of GA Polyolefins.
Following the registration of the amendments by the competent registry court, the corporate governance principles agreed in the shareholder agreement referred to in Current Report No. 38/2020 of May 31st 2020 will apply at GA Polyolefins.
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 Chemiczne Police S.A. (the “Company”) announces that on November 16th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A., a subsidiary of the Company, (“GA Polyolefins”) passed a resolution to increase the share capital of GA Polyolefins through the issue of Series G ordinary shares and waiver of all shareholders’ pre-emptive rights with respect to all Series G shares.
The share capital of GA Polyolefins was increased by PLN 323,684,990.00 (three hundred and twenty-three million, six hundred and eighty-four thousand, nine hundred and ninety złoty) through the issue of 32,368,499 (thirty-two million, three hundred and sixty-eight thousand, four hundred and ninety-nine) new Series G registered shares with a par value of PLN 10 (ten złoty) per share (“Series G Shares”) to PLN 922,968,300.00 (nine hundred and twenty-two million, nine hundred and sixty-eight thousand, three hundred złoty). Series G Shares will be acquired through private placement by:
The cash contributions to be made to pay for all Series G Shares will total PLN 594,699,600. The share premium of Series G Shares, of PLN 271,014,610, will be allocated to the statutory reserve funds of GA Polyolefins.
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. 53/2020 of October 7th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 9th 2020 Grupa Azoty Polyolefins S.A., a subsidiary of the Company and Grupa Azoty S.A. (the“Subsidiary”), executed an agreement to amend the turnkey engineering, procurement and construction contract for the Polimery Police project dated May 11th 2019 (the “EPC Contract”) (see Current Report No. 26/2019 of May 11th 2019) between the Subsidiary and Hyundai Engineering Co., Ltd. (the “Contractor”).
The amendment agreement provides, among other things, for a EUR 33.2m increase in the Contractor's remuneration and a three-month extension of the timescale for the Polimery Police project.
The Company's Management Board further announces that the conditions precedent to the execution of the amendment agreement, as specified in Current Report No. 53/2020 of October 7th 2020, i.e. securing relevant corporate approvals from the Subsidiary's Supervisory Board and General Meeting and amending the relevant investment and shareholders agreements (see Current Report No. 38/2020 of May 31st 2020), have been fulfilled.
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. 37/2020 of May 31st 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 7th 2020 an intercreditor agreement (the “Intercreditor Agreement”) was concluded between Grupa Azoty Polyolefins S.A., a subsidiary of the Company and Grupa Azoty S.A. (“Grupa Azoty”) (the“Subsidiary”), and a syndicate of financial institutions comprising: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A. (“Bank Pekao”), BNP Paribas Bank Polska S.A., the European Bank for Reconstruction and Development, Industrial and Commercial Bank of China (Europe) S.A. Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2 and Santander Bank Polska S.A. (the “Syndicate”), as well as ICBC Standard Bank PLC, Grupa Azoty S.A., Hyundai Engineering Co., Ltd., Korea Overseas Infrastructure & Urban Development Corporation and Grupa LOTOS S.A.
The conclusion of the Intercreditor Agreement is another step in the process of securing the availability of senior debt financing for the implementation of the Polimery Police project (the “Project”) on a project finance basis. Debt financing to be made available for the implementation of the Project in the form of: (i) a EUR-denominated term facility of up to EUR 487,800,000; (ii) a USD-denominated term facility of up to USD 537,700,000; (iii) a VAT facility of up to PLN 150,000,000, and (iv) a working capital facility of up to USD 180,000,000 has been granted by the Syndicate under the credit facilities agreement of May 31st 2020 concluded between the Subsidiary as the borrower, the Syndicate as the lenders, and certain other parties (the „Credit Facilities Agreement”) (see Current Report No. 37/2020 of May 31st 2020). The conclusion of the Intercreditor Agreement is one of the conditions precedent to disbursement of funds under the Credit Facilities Agreement.
Other conditions precedent to disbursement of funds under the Credit Facilities Agreement include conclusion of relevant security documents as provided for therein. The Company’s Management Board announces that in performance of the relevant provisions of the Credit Facilities Agreement, on October 7th 2020 the Subsidiary and certain other obligors (including the Company) executed agreements and other documents providing, among other things, for: (i) the creation of registered and financial pledges over all shares in the Subsidiary held by the Company and Grupa Azoty; (ii) the creation of a registered floating charge over a variable pool of chattels and property rights forming part of the Subsidiary’s business; (iii) the creation of registered and financial pledges over receivables from bank accounts held by the Subsidiary; (iv) the grant of a power of attorney over bank accounts held by the Subsidiary; (v) the establishment of contractual mortgage over real property in Police owned or held in perpetual usufruct by the Subsidiary; (vi) the execution by the Subsidiary, the Company and Grupa Azoty of notarial deeds on submission to enforcement; (vii) security assignment of the Subsidiary’s rights and claims under insurance and other relevant contracts; and (viii) security assignment of rights and claims under subordinated loans to the Subsidiary (including under subordinated loans from the Company and Grupa Azoty and the support loan guarantee agreement between the Company, Grupa Azoty, the Subsidiary and Bank Pekao).
The registered pledges and floating charge will be created upon entry in the register of pledges. The mortgage will be established upon entry in the land and mortgage register. All filings required for the entries will be made as soon as practicable. All of the above security interests have been created in favour of Bank Pekao, which acts as the security agent.
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 Chemiczne Police S.A. (the “Company”) announces that on October 7th 2020 the Management Board of Grupa Azoty Polyolefins S.A., a subsidiary of the Company and Grupa Azoty S.A. (the“Subsidiary”), adopted a resolution on the conditional conclusion of an agreement to amend the turnkey engineering, procurement and construction contract for the Polimery Police Project dated May 11th 2019 (the “EPC Contract”) (see Current Report No. 26/2019 of May 11th 2019) between the Subsidiary and Hyundai Engineering Co., Ltd. (the “Contractor”).
The amendment agreement provides, among other things, for a EUR 33.2m increase in the Contractor’s remuneration; and a three-month extension of the timescale for the Polimery Police project.
The Company’s Management Board would also like to point out that pursuant to the resolution, execution of the amendment agreement is conditional upon and subject to securing relevant corporate approvals from the Subsidiary’s governing bodies and amending the relevant investment and shareholders agreements (see Current Report No. 38/2020 of May 31st 2020).
Execution of the agreement to amend the EPC Contract will be promptly announced by the Company in a separate current 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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police 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 August 24th 2020, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the EGM and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM: 78,051,500
Number of voting rights at the EGM: 78,051,500
Percentage share in voting rights represented at the EGM: 65.80%
Percentage share in total voting rights: 62.86%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM: 16,299,649
Number of voting rights at the EGM: 16,299,649
Percentage share in voting rights represented at the EGM: 13.74%
Percentage share in total voting rights: 13.13%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM: 15,000,000
Number of voting rights at the EGM: 15,000,000
Percentage share in voting rights represented at the EGM: 12.65%
Percentage share in total voting rights: 12.08%
Shareholder State Treasury
Number of shares at the EGM: 9,271,222
Number of voting rights at the EGM: 9,271,222
Percentage share in voting rights represented at the EGM: 7.82%
Percentage share in total voting rights: 7.47%
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 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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on September 23rd 2020, together with the results of voting on the resolutions and the documents being the subject thereof.
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: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 24th 2020 the Extraordinary General Meeting of the Company resolved to appoint Mr Mirosław Kozłowski, Deputy Chairman of the Company's Supervisory Board, as Chairman of the Company's Supervisory Board.
The resolution became effective as of its date.
Mr Mirosław Kozłowski was appointed to the Company's Supervisory Board on June 25th 2019, as announced by the Company in Current Reports No. 35/2019 and No. 36/2019 of June 25th 2019.
Brief descriptions of the newly appointed Chairman of the Supervisory Board’s educational background, qualifications, previously held positions and employment records, were provided by the Company in Current Reports No. 35/2019 and No. 36/2019 of June 25th 2019.
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 Chemiczne Police S.A. (the “Company”) announces that on August 24th 2020 the Extraordinary General Meeting of the Company resolved to appoint Mr Paweł Waldemar Bakun to the Company's Supervisory Board of the eight joint term of office as its Deputy Chairman.
The resolution became effective as of its date.
The Management Board also announces that the newly appointed 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 and that he is not a partner or a shareholder in any competing partnership or company, or a member of a governing body of any other competing legal entity.
The representation also includes a statement 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.
Brief descriptions of the newly appointed member’s educational background, qualifications, previously held positions and employment records are attached 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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 30/2020 of May 21st 2020, No. 31/2020 of May 22nd 2020 and No. 22/2020 of February 18th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 3rd 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of the Company's subsidiary Grupa Azoty Polyolefins S.A. of Police (“GA Polyolefins”).
Following the registration, the share capital of PGA Polyolefins was increased from PLN 467,339,000 to PLN 599,283,310. Currently, the total number of shares of all issues is 59,928,331 (previously: 46,733,900). Their par value is PLN 10 per share.
As a result of the share capital increase, the number of shares held by the Company rose from 24,768,967 to 31,762,015 shares with a par value of PLN 10 per share and total value of PLN 317,620,150.
At present, the Company's interest in the share capital of GA Polyolefins is 53.00%. The other shareholder in the subsidiary is Grupa Azoty S.A.
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 Chemiczne Police S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Company’s Group for Q2 2020:
Revenue: PLN 567.0m
EBITDA: PLN 56.4m
Net profit: PLN 6.8m
The amounts presented above are estimates and may be subject to change. The
final figures will be published in the H1 2020 report on September 10th 2020.
The Company’s Management Board resolved to publish the estimated consolidated results following publication by the parent Grupa Azoty S.A. of Q2 2020 estimated consolidated financial results of the Grupa Azoty Group.
The Company’s Management Board believes this information to be material as the delivered performance significantly exceeded market expectations.
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 Chemiczne Police 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 24th 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 Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 1,241,757,680 (paid up in full), acting pursuant to Art. 398, Art. 399.1, Art. 400.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code as well as Art. 39.1.3) of the Company’s Articles of Association, hereby convenes an Extraordinary General Meeting of the Company, to commence at 12.00 noon on August 24th 2020, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6.
The total number of shares in the Company is 124,175,768. As at the date of this notice, that is July 28th 2020, the shares confer 124,175,768 voting rights.
The Extraordinary General Meeting is being convened at the request of Grupa Azoty S.A. of Tarnów, as a shareholder representing at least one-twentieth of the Company’s share capital, submitted on July 23rd 2020 in accordance with Art. 400.1 of the Commercial Companies Code and Art. 39.1.3 of the Company’s Articles of Association. The requesting shareholder has also proposed that the following items be included on the Meeting’s agenda:
Agenda:
Right to participate in the General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at August 8th 2020, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than July 28th 2020 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than August 10th 2020 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on August 19th, August 20th and August 21st 2020. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting through a proxy
Shareholders may participate in the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the rights of a shareholder at the Extraordinary General Meeting unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, a form of electronic power of proxy is made available by the Company for downloading from https://zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1]of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1]of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not need to be signed with a qualified electronic signature.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by August 3rd 2020. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia from the date of convening the Extraordinary General Meeting. Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Corporate website
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website https://zchpolice.grupaazoty.com
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Therefore, the Company states that:
a. The controller of the collected personal data is Grupa Azoty Zakłady Chemiczne Police S.A. of Police; you can contact the Company by email at ##xds.edaxrt#at#vgjeppodin.rdb## or by traditional mail at: Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1,
72-010 Police, Poland
b. For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer by email at: ##xds.edaxrt#at#vgjeppodin.rdb## or by traditional mail at: Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland;
c. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM[1], allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;
d. The Company processes (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as: the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;
e. Shareholders’ personal data may be collected by the Company from entities operating the securities depository, and from other Shareholders – with respect to the data included in powers of proxy;
f. The legal basis for the processing of your personal data by the Company is:
g. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;
h. Personal data included in the lists of shareholders, attendance lists and powers of proxy will be stored for the period of the Company’s existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; Personal data related to email contact will be stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of the Company or against the Company, not longer than six years;
i. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of a Shareholder’s identity, and failure to provide such data precludes the Shareholder from participating in the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
j. You have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; you should bear in mind that these rights are not absolute and that the applicable laws and regulations provide for certain exceptions as to when they may be exercised;
You may lodge a complaint with the President of the Data Protection Authority in the event 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).
[1] In particular, Art. 401, 407, 410 and 412 of the Commercial Companies Code.
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that, at its meeting held on July 20th 2020, the Company’s Supervisory Board resolved to suspend Ms Anna Tarocińska from duties as a Member of the Company’s Management Board, for valid reasons, including the need to protect the confidentiality of information, the secrecy of a prosecutorial investigation and the Company’s business secrets, in connection with proceedings conducted by the District Prosecutor’s Office in Szczecin, case No: RP I Ds. 78.2016.
The circumstances reported above have no significant impact on the Company’s situation, in particular the capacity of its governing bodies to operate, or compliance of those bodies’ composition with the applicable laws and the Company’s Articles of Association.
Legal basis: Article 17(1) of MAR (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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 29th 2020 Mariusz Kądziołka resigned from his position as Chairman and Member of the Company’s Supervisory Board, with effect from July 2nd 2020.
Mr Kądziołka did not state the reasons for his resignation, but the resignation meets a condition for his appointment to the Company’s Management Board of the 8th joint term of office as of July 3rd 2020, as announced by the Company in Current Report No. 34/2020 of May 28th 2020.
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. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting convened for June 26th 2020, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the AGM: 78,051,500
Number of voting rights at the AGM: 78,051,500
Percentage share in voting rights represented at the AGM: 65.80%
Percentage share in total voting rights: 62.86%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the AGM: 16,299,649
Number of voting rights at the AGM: 16,299,649
Percentage share in voting rights represented at the AGM: 13.74%
Percentage share in total voting rights: 13.13%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the AGM: 15,000,000
Number of voting rights at the AGM: 15,000,000
Percentage share in voting rights represented at the AGM: 12.65%
Percentage share in total voting rights: 12.08%
Shareholder State Treasury
Number of shares at the AGM: 9,271,222
Number of voting rights at the AGM: 9,271,222
Percentage share in voting rights represented at the AGM: 7.82%
Percentage share in total voting rights: 7.47%
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 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 26th 2020, together with the results of voting on the resolutions.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and they have also been published by the Company with its separate and consolidated full-year reports and attached to Current Reports No. 36/2020 of May 29th 2020 and No. 39/2020 of June 2nd 2020.
The proposed resolution to appoint a Supervisory Board member (item 13 of the agenda) became moot and was not voted on as no nominations of candidates had been received.
At the Annual 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: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Report No. 35/2020 of May 29th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 5th 2020 it received a request from the shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień (an open-end pension fund), made under Art. 401.1 of the Commercial Companies Code, to include the following item on the agenda of the Annual General Meeting convened for June 26th 2020:
“Voting on a resolution to appoint a member of the Company’s Supervisory Board.”
The shareholder has also submitted a draft resolution concerning the proposed agenda item, which is attached as an appendix to this report.
Pursuant to Art. 401.2 of the Commercial Companies Code, the Company’s Management Board announces that the agenda of the Annual General Meeting has been changed by adding item 13. The existing item 13 “Closing of the Meeting” has been renumbered as item 14.
The agenda of the Company’s Annual General Meeting convened for June 26th 2020, incorporating the change specified above, is as follows:
Agenda of the Meeting:
Legal basis: Par. 19.1.3 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 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 Report No. 36/2020 of May 29th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), in connection with the Annual General Meeting convened for June 26th 2020 (the “AGM”), publishes, attached hereto, a document that is supplemental to the materials relating to item 10 of the agenda of the Annual General Meeting ‘Voting on a resolution on allocation of the net profit for the financial year 2019.’
The supplementary document referred to above will be published on the Company’s 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 March 29th 2018 (Dz.U. of 2018, item 757).
Legal grounds: Article 17 (1) of the MAR – confidential information
With reference to current reports no. 21/2019 of 26 April 2019, no. 57/2019 of 31 October 2019, no. 67/2019 of 22 November 2019, no. 64/2019 of 8 December 2019, no. 71/2019 of 13 December 2019, no. 77/2019 of 23 December 2019 and no. 37/2020 of 31 May 2020, the Management Board of Grupa Azoty Zakłady Chemiczne “Police” S.A. (hereinafter: the “Issuer”) would like to inform you that, on 31 May 2020, the Issuer, the Issuer’s dominant entity – Grupa Azoty S.A. (hereinafter: the “Dominant Entity”, and jointly with the Issuer - the “Original Sponsors”) and the Original Sponsors’ subsidiary – Grupa Azoty Polyolefins S.A. (hereinafter: “Polyolefins”) concluded agreements with Grupa Lotos S.A. (“Grupa Lotos”), Hyundai Engineering Co., Ltd (hereinafter: “Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (hereinafter: “KIND”, jointly with Grupa Lotos and Hyundai - the “Co-Sponsors”, and jointly with the Original Sponsors and Polyolefins - the “Parties”), concerning the terms and conditions of equity investment and subordinated debt financing (“Transaction Documentation”) in connection with Polyolefins developing an investment project known as “Polimery Police” (hereinafter: the “Project”).
The following agreements were executed as part of the Transaction Documentation: (i) an investment agreement between the Original Sponsors, Polyolefins and Grupa Lotos; (ii) a loan agreement between Polyolefins and Grupa Lotos; (iii) an investment agreement between the Original Sponsors, Polyolefins, Hyundai and KIND; (iv) a loan agreement between Polyolefins and KIND; (v) a loan agreement between the Issuer and Polyolefins; (vi) a loan agreement between the Dominant Entity and Polyolefins and (vii) a shareholders’ agreement between all the Parties.
Based on the Transaction Documentation, Grupa Lotos undertook to invest in the Project the total amount of PLN 500,000,000 (hereinafter: “Lotos’s Investment”) by: (a) contributing cash in the total amount of PLN 300,000,000 to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and (b) providing a subordinated loan to Polyolefins in the amount of PLN 200,000,000. Also, Hyundai undertook to invest a total of USD 73,000,000 in the Project (hereinafter: “Hyundai’s Investment”) by contributing cash to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and KIND undertook to invest a total of USD 57,000,000 in the Project (hereinafter: “KIND’s Investment”, and jointly with Lotos’s Investment and Hyundai's Investment - “Co-Sponsors’ Investment”) by (i) contributing cash in the amount of USD 5,000,000 to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and (ii) providing a subordinated loan to Polyolefins in the amount of USD 52,000,000.
By the date of this report, the Original Sponsors have contributed the amount of PLN 523,760,114.55 into Polyolefins as an equity contribution to cover the shares they take up in Polyolefins, namely, the Issuer has contributed PLN 304,110,784.55 and the Dominant Entity has contributed PLN 219,649,330. Based on the Transaction Documentation, the Original Sponsors additionally undertook to: (i) contribute additional equity to Polyolefins up to the maximum amount of PLN 278,545,884.65 (the Issuer’s undertaking); (ii) contribute additional equity to Polyolefins up to the maximum amount of PLN 297,046,245.70 (the Dominant Entity’s undertaking); and (ii) provide loans in the total amount of PLN 732,901,520.00, including PLN 388,437,782.00 from the Issuer and PLN 344,463,738.00 from the Dominant Entity (the “Original Sponsors’ Investment”).
The performance of the Co-Sponsors’ undertakings under the Co-Sponsors’ Investment (“Closing”) is conditional upon the fulfilment of the conditions precedent agreed in the Transaction Documentation, including, without limitation: the Initial Sponsors contributing funds to cover the Initial Sponsors’ Investment, the execution of the senior facility agreement with a syndicate of banks (“Debt Financing Agreement”) and the fulfilment of certain conditions precedent stipulated in the Debt Financing Agreement.
According to the provisions of the Transaction Documentation, the target shareholding structure of Polyolefins will be as follows: the Original Sponsors will hold a total of 64.93% of the shares, including the Issuer holding 34.41% and the Dominant Entity holding directly 30.52%; Grupa Lotos will hold 17.3% of the shares; Hyundai will hold 16.63% of the shares and KIND will hold 1.14% of the shares. These percentages will represent both the share in the Company’s share capital and the total number of votes in Polyolefins’ General Meeting.
The Parties agreed that the lock-up period in which Hyundai and KIND cannot sell shares in Polyolefins (with certain exceptions) will continue until the lapse of 3 years from the Project completion date, and in the case of Lotos – until the full repayment of the debt under the Debt Financing Agreement, but no longer than until 15 December 2035. The Parties also agreed a procedure for the sale by the Co-Sponsors of shares in Polyolefins after the expiry of the agreed lock-up periods.
Under the Transaction Documentation, the Original Sponsors may conduct a public offering after the expiry of the lock-up period. Also, the Parties agreed on a put option for Hyundai and KIND to sell to the Original Sponsors, and a call option for the Original Sponsors to buy from Hyundai, in each case in relation to Polyolefins shares with a total value (calculated on the basis of the price originally paid by Hyundai and KIND for such shares) not exceeding USD 70,000,000, for the same amount expressed in USD, in the case of the put option – additionally reduced by all dividends paid to Hyundai and KIND. The Parties agreed that the options will expire on 31 December 2035, at the latest.
In the shareholders’ agreement, the Parties agreed the rules of corporate governance in Polyolefins. Under the shareholders’ agreement, the Management Board of Polyolefins will consist of 1 to 5 members elected by the Supervisory Board for a co-extensive 3-year term of office. The person nominated by the Original Sponsor holding the greater number of shares should be appointed by the Supervisory Board as President of the Management Board of Polyolefins. The Polyolefins Supervisory Board will consist of 5 to 7 members elected for a co-extensive 3-year term of office. Members of the Supervisory Board will be appointed as follows: the Original Sponsor holding the greater number of shares has the right to appoint 2 to 3 members of the Supervisory Board, including the Vice-Chairman of the Supervisory Board, and the Original Sponsor holding the smaller number of shares has the right to appoint 1 to 2 members of the Supervisory Board, including the Chairman of the Supervisory Board. As long as Grupa Lotos holds at least 3% of the shares in Polyolefins, Grupa Lotos will have the right to appoint one member of the Supervisory Board. As long as Hyundai and KIND jointly hold at least 3% of the shares in Polyolefins, Hyundai and KIND will have the right to jointly appoint one member of the Supervisory Board. Also, the Parties have agreed a list of reserved matters requiring the consent of the Supervisory Board, including those that require the affirmative votes of the members appointed by the Co-Sponsors. The shareholders’ agreement also defines the list of matters reserved for the decision of the General Meeting requiring a qualified majority of 83% of the affirmative votes at the General Meeting. The list of reserved matters does not differ from the market standards adopted for transactions of this kind. The Parties have also agreed the rules of voting on the individual matters.
The Transaction Documentation provides for liquidated damages for breaching the essential contractual provisions, including both liquidated damages due from the Initial Sponsors and those reserved for the Initial Sponsors or Polyolefins, typical for this type of transaction. The amount of liquidated damages depends on the significance of a given breach. Individual agreements concluded as part of the Transaction Documentation establish the maximum liability for most of the obligations of the Original Sponsors and Polyolefins towards the Co-sponsors, typical for this type of transactions.
Based on the Transaction Documentation, until the Closing date, Grupa Lotos, Hyundai and KIND have the right to withdraw from the Transaction if an event or circumstances occur that have or may have a material adverse impact on, inter alia, the Project or the financial condition of Polyolefins and make it impossible to implement the Project on the agreed terms.
The Issuer will provide information about the subsequent stages of equity financing of the Project, including the Closing, in separate current reports.
Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 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 (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).
Legal grounds: Article 17 (1) of the MAR – confidential information
The Management Board of Grupa Azoty Zakłady Chemiczne “Police” S.A. (hereinafter: the “Issuer”) would like to inform you that on 31 May 2020, the Issuer’s and Grupa Azoty S.A.’s subsidiary – Grupa Azoty Polyolefins S.A. (hereinafter: “Polyolefins”) signed a facilities agreement for the purpose of obtaining senior debt financing necessary for Polyolefins to implement the “Polimery Police” project (“Project”).
The facilities agreement was executed between Polyolefins and a consortium of financial institutions consisting of: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A. (the bank coordinating the Project financing transaction), BNP Paribas Bank Polska S.A., the European Bank for Reconstruction and Development, Industrial and Commercial Bank of China (Europe) S.A. Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, Santander Bank Polska S.A. (“Consortium”) and ICBC Standard Bank PLC (“Facilities Agreement”).
The Facilities Agreement provides for the granting of the following credit facilities by the Consortium:
a) a EUR term loan facility in the maximum amount of EUR 487,800,000, which will be used in particular for financing or refinancing the Project costs during construction stage. The final maturity date is 29 November 2030, provided that, after the fulfilment of the conditions stipulated in the Facilities Agreement, it may be extended until 15 December 2035. The facility bears interest at a variable rate based on the EURIBOR reference rate;
b) a USD term loan facility in the maximum amount of USD 537,700,000, which will be used in particular for financing or refinancing the Project costs during construction stage. The final maturity date is 29 November 2030, provided that, after the fulfilment of the conditions stipulated in the Facilities Agreement, it may be extended until 15 December 2035. The facility bears interest at a variable rate based on the LIBOR reference rate;
c) a working capital VAT facility in the maximum amount of PLN 150,000,000, which will be used for financing or refinancing of payments of VAT on the Project costs during construction stage. The final maturity date has been agreed as the day falling 6 (six) months after the actual Project completion date, but no later than 30 November 2024. The facility bears interest at a variable rate based on the WIBOR reference rate;
d) a working capital loan facility in the maximum amount of USD 180,000,000, the purpose of which is to finance or refinance Polyolefins’ operating expenses and working capital. The final maturity date has been agreed as the day falling 5 (five) years after the financial close, but no later than 29 November 2025. The facility bears interest at a variable rate based on the LIBOR reference rate;
The basic security of the credit facilities includes, without limitation: a mortgage on Polyolefins’ rights to real estate (owned or held on perpetual usufruct), registered pledges on all assets and rights owned by Polyolefins, registered and financial pledges on receivables from Polyolefins’ bank accounts, registered and financial pledges on all shares in Polyolefins held by Polyolefins’ shareholders (including the Issuer), declarations of submission to voluntary enforcement and security assignments.
Additionally, in connection with the Facilities Agreement, the Issuer and Grupa Azoty S.A. entered into an agreement with Polyolefins and Bank Polska Kasa Opieki S.A. (acting as the facility agent and the security agent) concerning a guarantee to provide a support loan (in the form of a subordinated loan) in the amount of EUR 105,000,000, the main purpose of which is to cover the potential liquidity shortfall, construction cost overruns, operating expenses and debt service costs in the operating period.
Disbursement of funds under the Facilities Agreement will occur after the fulfilment of the conditions precedent stipulated in the Facilities Agreement.
The Management Board would also like to inform you that all corporate consents necessary to sign the Facilities Agreement have been obtained.
The Issuer will provide information about the subsequent stages of senior debt financing of the Project, including the financial closing, in separate current reports.
Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 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 (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 32/2019 of May 27th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) announces that on May 28th 2020 the Company’s Supervisory Board approved the recommendation made by the Company’s Management Board to the Annual General Meeting to allocate the entire net profit for the financial year 2019, in the amount of PLN 60,486,786.64, to the Company’s statutory reserve funds.
A final decision on the allocation of profit for the financial year 2019 will be made by the Company’s 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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 27th 2020 the Company’s Management Board passed a resolution to allocate the Company’s entire net profit for the financial year 2019, of PLN 60,486,786.64, to the Company’s reserve funds.
The Company’s Management Board recommends that the total net profit for 2019 be left with the Company. The retained profit will serve as security for the planned investment projects – in particular, it will finance the Company’s contribution in the Polimery Police project.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to allocate the 2019 net profit.
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 Reports No. 15/2020 of January 24th 2020, No. 22/2020 of February 18th 2020, and No. 30/2020 of May 21st 2020, Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") announces that on May 22nd 2020, in connection with Resolution No. 4 of the Company’s Extraordinary General Meeting of January 24th 2020, the Company’s Supervisory Board gave its consent to the execution of an agreement to acquire 6,993,048 new shares in Grupa Azoty Polyolefins S.A. (“GA Polyolefins”) as part of the issue of Series F registered shares in GA Polyolefins for an issue price of PLN 47.90 per share, i.e. for a total amount of PLN 334,966,999.20.
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 Reports No. 15/2020 of January 24th 2020 and No. 22/2020 of February 18th 2020, Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") announces that on May 21st 2020, in connection with Resolution No. 4 of the Company’s Extraordinary General Meeting of January 24th 2020, the Company’s Management Board passed a resolution to acquire 6,993,048 new shares in Grupa Azoty Polyolefins S.A. (“GA Polyolefins”) as part of the issue of Series F registered shares in GA Polyolefins for an issue price of PLN 47.90 per share, i.e. for a total amount of PLN 334,966,999.20.
In order to implement the resolution, the Management Board will request the Supervisory Board to grant its consent for the above actions.
Currently, the Company holds directly 53% of shares in GA Polyolefins, while 47% of the shares are held by Grupa Azoty S.A.
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. 70.1 of the Act on Public Offering
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 20th 2020 the Company received a notification from Agencja Rozwoju Przemysłu S.A. (“ARP”), given under Art. 69.1.1 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 of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623) (the “Act”), that in connection with the placed share subscription order and registration of an increase in the Company’s share capital ARP’s shareholding in the Company and its share in the total voting rights at the Company’s General Meeting exceeded the 10% threshold.
Following registration of the share capital increase, the Company’s share capital amounts to PLN 1,241,757,680 and consists of 124,175,768 shares, and ARP holds in aggregate 16,299,649 (sixteen million, two hundred and ninety-nine thousand, six hundred and forty-nine) shares in the Company, carrying the same number of voting rights. The Company shares held by ARP represent 13.13% of the Company’s share capital and total voting rights.
The text of the notification is attached as an appendix hereto.
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 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 27th 2020 the Company’s Supervisory Board passed a resolution to remove Mr Włodzimierz Zasadzki from the position of Management Board member.
Mr Włodzimierz Zasadzki served as Vice President of the Company's Management Board of the 8th joint term of office. 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.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005
Further to Current Report No. 2/2020 of January 3rd 2020 and following the receipt and approval of a statement of all costs from the entities involved in the preparation and carrying out of the Offering, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces the following information:
12. Total costs classified as issue costs, including the following items: (a) costs of preparing and carrying out the offering; (b) underwriting fees, separately for each underwriter; (c) costs of preparing the issue prospectus, including costs of advisory services; (d) costs of promoting the offering; including methods of accounting for those costs in accounting records and their recognition in the issuer’s financial statements:
Total costs classified as issue costs amounted to PLN 5,352 thousand and included:
a) cost of preparing and carrying out the offering: PLN 3,756 thousand,
b) underwriting fees (separately for each underwriter): not applicable,
c) costs of preparing the issue prospectus, including costs of advisory services: PLN 1,558 thousand,
d) costs of promoting the offering: PLN 38 thousand.
The issue costs of PLN 5,196 thousand were disclosed in the Company’s financial statements under equity, as a reduction of the share premium. The remaining PLN 156 thousand was recognised as operating expenses under general and administrative expenses.
Recognition of the costs in the Company’s financial statements corresponds to accounting for those costs in the Company’s accounting records.
13. Average cost of issue per share subscribed for:
Average cost of issue per share subscribed for: PLN 0.11
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the Prospectus Based Offering constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Prospectus Based Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw (https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act.There will be no public offering of the securities in the United States.
Neither the Company nor any of its subsidiaries and other related entities accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Art. 56.1.2.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, in conjunction with Par. 16.1 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.
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the non-financial report for 2019 covering Grupa Azoty Zakłady Chemiczne Police S.A. and the Grupa Azoty Zakłady Chemiczne Police 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 http://zchpolice.grupaazoty.com/.
Legal basis: Par. 5.11 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 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 Report No. 10/2020 of January 21st 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the release date for the 2019 separate and consolidated full-year reports has been changed. The reports will be released on April 8th 2020, instead of April 1st 2020.
Given the above, the Management Board announces that in 2020 periodic reports will be released as per the following updated schedule:
Legal basis:
Par. 80.2 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).
In line with the recommendations of the European Securities and Markets Authority (ESMA) and the Polish Financial Supervision Authority, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby discloses information on the current situation of the Company and its Group in relation to 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 COVID-19 pandemic and its unfolding impact on the Company’s and its Group’s business. In order to limit, in so far as possible, any disruptions to their operations, the Company and other Group companies have implemented procedures to ensure prompt 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 and its Group have not recorded any major declines in sales volumes, any disruptions in the supply chains of feedstock, materials and services, or increased sick absence rates among staff that would interfere with the continuity of production.
The Company is focused on identifying risks associated with the epidemic threat in order to 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 disruption by segments:
Fertilizers
No decline in fertilizer demand has been recorded as at the date of this report. Negative implications of the virus crisis may potentially affect export sales. However, any decline in sales to foreign customers may be offset by falling imports resulting in an increased volume of domestic sales.
The downscaling of 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 exports.
Pigments
The current situation is having an adverse impact on the pigments market in Europe. Italy has been the first country to mandate a complete shutdown of the industrial sectors not related to public security. As at the time of issuing this report, it is impossible to sell titanium white on the Italian market. There are reasonable concerns that similar restrictions will be introduced by France and Germany. No clear forecasts are available – on the one hand a decline in demand is expected, but on the other demand could rise due to constrained supply from China.
The above assessment has been prepared 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 is 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 COVID-19 on the Company’s and its Group’s business may escalate.
Any new developments that may meaningfully change the Company’s economic condition or significantly affect its current or future financial performance will be communicated in further current reports.
Legal basis:
Article 17(1) of MAR (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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police 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 February 17th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage shares in the voting rights represented at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Number of shares at the EGM – 78,051,500
Number of voting rights at the EGM – 78,051,500
Percentage share in voting rights represented at the EGM – 100%
Percentage share in total voting rights – 62.86%
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 29th 2005 (consolidated text: Dz.U. of 2019, item 623, as amended)
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 15/2020 of January 24th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on February 18th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), a subsidiary of the Company, resolved to increase the share capital of GA Polyolefins by PLN 131,944,310.00 (one hundred and thirty-one million, nine hundred and forty-four thousand, three hundred and ten złoty) through an issue of 13,194,431 (thirteen million, one hundred and ninety-four thousand, four hundred and thirty-one) new Series F registered shares with a par value of PLN 10 (ten złoty, 00/100) per share. The issue price of each Series F share shall be PLN 47.90 (forty-seven złoty, 90/100).
The new shares will be taken up by way of a private placement by:
The Issuer, which will acquire 6,993,048 (six million, nine hundred and ninety-three thousand, forty-eight) shares;
Grupa Azoty S.A., which will acquire 6,201,383 (six million, two hundred and one thousand, three hundred and eighty-three) shares.
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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, a draft resolution not to consider item 6 of the agenda and to close the meeting, submitted by Grupa Azoty S.A., a shareholder of the Company, during the Extraordinary General Meeting held on February 17th 2020.
The Management Board also publishes, attached hereto, the resolutions passed by the Extraordinary General Meeting on February 17th 2020, together with the results of voting on the resolutions.
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 Chemiczne Police S.A. (the “Company”) presents below its answers to questions asked by shareholders in accordance with Art. 428.1 of the Commercial Companies Code during the Extraordinary General Meeting held on January 24th 2020. The answers were provided pursuant to Art. 428.5 of the Commercial Companies Code.
Aware of how important it is that shareholders have access to information on the Company’s operations, the Company’s Management Board fulfils the disclosure requirements of a public company, acting with utmost care and in compliance with applicable laws and regulations. Compliance with the market communication policy and ensuring the shareholders’ access to all information necessary to make investment decisions are among the Company’s priorities, as they ensure transparency of the Company’s operations, as well as broad and equal access to information.
Question 1
Why does the Grupa Azoty Management Board continue to increase the share capitals of various Group companies in order to finance the investment project implemented by Grupa Azoty Polyolefins?
Answer:
Proceeds raised by Grupa Azoty Zakłady Chemiczne Police S.A. from the issue of Series C shares will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, particularly to diversify revenue streams and increase profitability, and to step up its efforts to expand non-fertilizer business lines. The key task in this respect is execution of the Polimery Police project by Grupa Azoty Polyolefins S.A. ( “Polyolefins”), a special purpose vehicle in which the Company and Grupa Azoty S.A. (the “Parent”) hold, respectively, a 53% and a 47% interest.
Question 2
Who will acquire shares in Grupa Azoty Polyolefins besides Grupa Azoty Group companies?
Answer:
Following the Extraordinary General Meeting of January 24th 2020, the Company released Current Report No. 15/2020 to announce that the Extraordinary General Meeting passed Resolution No. 4 to approve the acquisition of shares in Polyolefins’ increased share capital. Pursuant to Resolution No. 4, Polyolefins’ share capital is to be increased through contribution of a total amount of PLN 632,013.244.90. The Company is to contribute up to PLN 334,968,000.
Furthermore, in connection with the Parent’s Extraordinary General Meeting convened for February 17th 2020, Current Report No. 5/2020 was published containing draft resolutions to be considered by the Extraordinary General Meeting. In accordance with the draft resolution to approve the acquisition of shares in the increased share capital of Polyolefins, the Extraordinary General Meeting of the Parent intends to approve the Parent’s financial participation in an amount of up to PLN 297,047,000.
At present, the Company and the Parent hold, respectively, 53% and 47% of shares in Polyolefins. The above resolutions passed by the Extraordinary General Meetings of the Company and of the Parent will allow the two companies to acquire such number of shares in Polyolefins as is sufficient to maintain their equity interests in Polyolefins at the current level. Accordingly, no plans are in place for other entities to acquire any shares in Polyolefins as part of the current share issue. In connection with agreements signed with Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation (Current Report No. 49/2019 and Current Report No. 77/2019) and Grupa LOTOS S.A. (Current Report No. 71/2019), further issues of Polyolefins shares are planned to raise cash contributions from those external investors to secure the equity finance needed to finalise the financing structure for the Polimery Police project. The timing of a share issue intended for external investors depends on execution of final transaction documents and fulfilment of the agreed conditions precedent for the project.
Question 3
Will the State Treasury provide loan guarantees for the project? If not, why not?
Answer:
The State Treasury allocated funds to the project under an investment agreement of December 5th 2019 (the “Investment Agreement”), as announced by the Company in Current Report No. 68/2019.
The Investment Agreement was signed in connection with the issue of new Series C shares offered by the Company in a public offering, with existing shareholders holding pre-emptive rights. Under the Investment Agreement, the State Treasury acquired 5,513,722 Series C shares issued by the Company in exercise of the State Treasury’s pre-emptive rights, for a total price of PLN 56,239,964.40 paid from the Reprivatisation Fund.
The Company undertook towards the State Treasure to allocate all these funds to the implementation of the Polimery Police project by Polyolefins. The Investment Agreement sets out the rules governing the use of the funds and the consequences of breaching those rules as well as covenants and warranties of the Company related to transferring the funds, reporting and accounting obligations in respect of the funds and the State Treasury’s control powers.
The Company’s principal obligations are disclosed in Current Report No. 68/2019, which is available on the Company’s website. The State Treasury is not planning any further participation in the financing of the Polimery Police project.
Question 4
A contract to build the plant has already been signed. Has Grupa Azoty Polyolefins signed credit facility agreements for the project?
Answer:
The Polimery Police project is implemented on a project finance basis using equity finance and bank debt with limited recourse to Polyolefins shareholders. The finance is raised through: (i) equity capital in the form of share capital contributions and subordinated loans, and (ii) bank debt, with equity financing of not less than 40% and debt financing of not more than 60%.
On December 13th 2019, the Company, the Parent and Polyolefins signed an initial term sheet with Grupa LOTOS S.A. setting out the terms of equity investment and financing for the Polimery Police project. On December 23rd 2019, the Company, the Parent and Polyolefins signed with Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation an amended term sheet providing the terms of equity investment and financing for the Polimery Police project. For detailed information on those agreements, see the Company’s Current Report No. 71/2019 and Current Report No. 77/2019.
Polyolefins is holding negotiations with a syndicate of Polish and foreign financial institutions. Commitment letters have been signed with some of those institutions confirming submission of quotes approved by their respective credit committees. Polyolefins is also holding negotiations with other institutions. The total amount offered by the financial institutions will fully cover the Company’s senior debt financing requirements. Execution of the credit facility agreements will be announced by the Company in current reports.
Question 10
What costs has the Company incurred so far to increase its share capital?
Answer:
As at the date hereof, the Company has no information on the final accounting for the issue costs. The final amount of those costs will be publicly disclosed in a current report after a statement of costs has been received from the entities involved in the preparation and carrying out of the offering of Series C shares in the Company and all such costs have been approved.
No answers were provided by the Management Board to the other questions asked by a shareholder as they concerned matters not included in the agenda of the Extraordinary General Meeting of January 24th 2020. Pursuant to Art. 428.1 of the Commercial Companies Code, “at the General Meeting, the Management Board is required to provide shareholders – at their request – with information on the company, if such information is needed to assess a matter included in the agenda.” Thus, a shareholder may request information on the company only if such information is needed to assess a matter included in the agenda (the right to information at the general meeting). The right to information applies specifically to matters which are included in the agenda, provided that such right is not excluded pursuant to Art. 428.2 of the Commercial Companies Code.
Moreover, having regard to our policy of open communication, we would like to point out that all important information on the Company’s corporate decisions and other events related to the issue of Series C shares by the Company as well as the implementation of the Polimery Police project is promptly published by the Company in its current reports in compliance with applicable laws.
Legal basis: Par. 19.1.12 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. 13/2020 of January 21st 2020, in connection with the Extraordinary General Meeting convened for February 17th 2020 (the “EGM”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the text of a document supplementing the materials pertaining to item 6 of the EGM agenda: ‘Voting on a resolution to consent to the provision by Grupa Azoty Zakłady Chemiczne Police S.A. to Grupa Azoty Polyolefins S.A.’, a company implementing the Polimery Police project, of long-term loans subordinated to Grupa Azoty Polyolefins S.A.’s planned senior debt financing.
The supplementary document referred to above will be published on the Company’s 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 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 Chemiczne Police S.A. (“Company”) announces that on
January 29th 2020 it was notified that on that day the Management Board of the Warsaw Stock Exchange (“WSE”) passed Resolution No. 66/2020 on admission and introduction of Series C ordinary bearer shares in GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A. to trading on the main market of the WSE, by which the WSE Management Board resolved to admit 49,175,768 Series C ordinary bearer shares in the Company, with a par value of PLN 10.00 per share, to trading on the main market, and to introduce 49,175,768 Series C ordinary bearer shares to trading on the main market as of January 31st 2020, on the condition that on January 31st 2020 the Central Securities Depository of Poland registers the shares and assigns them code PLZCPLC00036.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any published supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis:
Legal basis: Par. 17.1.2 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 Chemiczne Police S.A. (the “Company”) announces that on January 28th 2020 it was notified that the Central Securities Depository of Poland (the „CSDP”) issued Statement No. 56/2020 on registration with the securities depository maintained by the CSDP of 49,175,768 (forty-nine million, one hundred and seventy-five thousand, seven hundred and sixty-eight) Series C ordinary bearer shares in the Company, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 on increasing the Company’s share capital by way of an issue of new shares with pre-emptive rights, conducting a public offering of new shares, setting November 7th 2019 as the record date for pre-emptive rights in respect of the new shares, converting into book-entry form and seeking the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amending the Company’s Articles of Association, and on assigning ISIN code PLZCPLC00036 to the shares, provided that the Warsaw Stock Exchange (the “WSE”) makes a decision to introduce the shares to trading on the regulated market on which other Company shares assigned the same ISIN code are already listed.
The Series C ordinary bearer shares in the Company will be registered with the securities depository maintained by the CSDP within three days from receipt by the CSDP of the decision to introduce these shares to trading on the regulated market on which other Company shares assigned the ISIN code specified above are already listed, but in no case earlier than on the date specified in that decision as the date of introducing these shares to trading on that regulated market.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any published supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis:
Legal basis: Par. 17.1.1 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. 70.3 of the Act on Public Offering –
Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police 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 January
24th 2020, specifying the number of votes conferred by the shares held by each
shareholder, and their percentage shares in the voting rights represented at
the EGM and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM – 49,500,000
Number of voting rights at the EGM – 49,500,000
Percentage share in voting rights represented at the EGM – 68.70%
Percentage share in total voting rights – 66.00%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 12,185,000
Number of voting rights at the EGM – 12,185,000
Percentage share in voting rights represented at the EGM – 16.91%
Percentage share in total voting rights – 16.25%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM – 6,607,966
Number of voting rights at the EGM – 6,607,966
Percentage share in voting rights represented at the EGM – 9.17%
Percentage share in total voting rights – 8.81%
Shareholder State Treasury
Number of shares at the EGM – 3,759,356
Number of voting rights at the EGM – 3,759,356
Percentage share in voting rights represented at the EGM – 5.22%
Percentage share in total voting rights – 5.01%
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 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 Chemiczne Police S.A. (the „Company”) publishes, attached to this Current Report, a draft resolution to grant consent to the subscription for shares in the increased share capital of Grupa Azoty Polyolefins S.A., submitted by Grupa Azoty S.A., a shareholder of the Company, during the Extraordinary General Meeting held on January 24th 2020.
The Management Board also publishes, attached hereto, the resolutions passed by the Extraordinary General Meeting on January 24th 2020, together with the results of voting on the resolutions.
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
Further to Current Report No. 81/2019 of December 27th 2019, in connection with the Extraordinary General Meeting convened for January 24th 2020 (the “EGM”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the text of a document supplementing the materials pertaining to item 6 of the EGM agenda: ‘Resolution to grant consent to the subscription for shares in the increased share capital of Grupa Azoty Polyolefins S.A.’.
The supplementary document referred to above will be published on the Company’s 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 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 Chemiczne Police S.A. (“Company”) publishes, attached hereto, the draft resolutions to be considered by the Extraordinary General Meeting 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 Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 1,241,757,680 (paid up in full), acting pursuant to Art. 398, Art. 399.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code as well as Art. 39.1.1) of the Company’s Articles of Association, hereby convenes an Extraordinary General Meeting of the Company, to commence at 11.00 am on February 17th 2020, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6.
The total number of shares in the Company is 124,175,768. As at the date of this notice, that is January 21st 2020, the shares confer 124,175,768 voting rights.
Agenda of the Meeting:
Right to participate in the Extraordinary General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at February 1st 2020, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than January 21st 2020 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than February 3rd 2020 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00 am and 3.00 pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on February 12th, February 13th and February 14th 2020. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish, for downloading, a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by January 27th 2020. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communication
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Additionally, draft resolutions and documents to be discussed at the General Meeting, relevant to the resolutions to be voted on and not published earlier, will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com
INFORMATION ON PERSONAL DATA PROTECTION
IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING
OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary Annual General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Accordingly, the Company states that:
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 Chemiczne Police S.A. (the “Company”) announces that on January 21st 2020 it was notified of a decision issued by the Polish Office of Competition and Consumer Protection (UOKiK) clearing the proposed concentration whereby the Company’s parent –Grupa Azoty S.A., Hyundai Engineering Co., Ltd., Korea Overseas Infrastructure & Urban Development Corporation and Grupa LOTOS S.A. would establish a joint venture operating under the name of Grupa Azoty Polyolefins S.A. This satisfies one of the conditions precedent under the initial term-sheets, as announced by the Company in Current Report No. 71/2019 of December 13th 2019 and Current Report No. 77/2019 of December 23rd 2019.
Legal basis: Article 17(1) of MAR (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 Chemiczne Police S.A. hereby announces the release dates for periodic reports in the 2020 financial year:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
The Management Board further announces that, as permitted under Par. 62.1 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) (the “Regulation”), the Company will not issue separate quarterly reports. The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not issue separate or consolidated quarterly reports for Q4 2019 and for Q2 2020, as permitted under Par. 79.2 of the Regulation.
Also, as permitted under Par. 62.3 of the Regulation, it will not release a separate (non-consolidated) half-year report.
Legal basis: Par. 80.1 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. 5/2020 of January 13th 2020 on registration of a share capital increase and amendments to the Articles of Association, the Management Board of Grupa Azoty Chemiczne Police S.A. (the “Company”) announces that on January 16th 2020 the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association, incorporating the amendments adopted by Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 and Resolution No. 4 of the Company’s Extraordinary General Meeting of November 7th 2019.
The amendments to the Articles of Association came into force on the date of their registration by the registry court, as announced by the Company in Current Report No. 5/2020 of January 13th 2020, presenting a detailed description of the amendments to the Articles of Association.
The consolidated text of the Articles of Association, adopted by the Company’s Supervisory Board, 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).
Legal basis: Art. 70.1 of the Act on Public Offering
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 15th 2020 the Company received a notification from Powszechne Towarzystwo Emerytalne PZU S.A., acting on behalf of Otwarty Fundusz Emerytalny PZU Złota Jesień (“OFE PZU), made under Art. 69.1.2 and Art. 69.2.1(a) in conjunction with Art. 69a.1.1 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 2019, item 623) (the “Act”) stating that following registration of an increase in the Company’s share capital, OFE PZU’s equity interest and share of total voting rights in the Company has decreased by more than 2%.
Following registration of the share capital increase, the Company’s share capital amounts to PLN 1,241,757,680 and consists of 124,175,768 shares, and OFE PZU holds in aggregate 16,092,034 (sixteen million, ninety-two thousand, six hundred and thirty-four) shares in the Company, carrying the same number of voting rights. The Company shares held by OFE PZU represent 12.96% of the Company’s share capital and total voting rights.
The text of the notification is attached as an appendix hereto.
Legal basis: Art. 70.1 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 2019, item 623).
Legal basis: Art. 70.1 of the Public Offering Act
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces that on January 14th 2020 the Company received a notification from Grupa Azoty S.A., served pursuant to Art. 69.2.2 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 2019, item 623)(the “Act”), to the effect that after an increase in the Company’s share capital was registered in the National Court Register by the competent registry court on January 10th 2020, Grupa Azoty S.A.’s interest in the Company’s share capital and total voting rights decreased by 3.14%, i.e. from 66% to 62.86%. Following the registration, the Company’s share capital amounts to PLN 1,241,757,680 and is divided into 124,175,768 shares.
The text of the notification is attached as an appendix hereto.
Legal basis: Art. 70.1 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 2019, item 623).
Legal basis: Article 19(3) of MAR – Notification of transactions executed by persons discharging managerial responsibilities
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 14th 2020 the Company received from Grupa Azoty S.A. – a person closely associated with the President of the Company’s Management Board Wojciech Wardacki – a notification (the “Notification”) of transactions referred to in Article 19(1) of the Market Abuse Regulation (“MAR”), submitted in connection with the registration of an increase in the Company’s share capital.
The text of the notification is attached as an appendix hereto.
Legal basis: Article 19(3) of MAR (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 Chemiczne Police S.A. (the “Company”) announces that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register registered: (i) an increase in the Company’s share capital from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Company with a par value of PLN 10.00 per share, issued pursuant to (i) Resolution No. 4 of the Extraordinary General Meeting of the Company on increasing the Company’s share capital through a rights issue, public offering of new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of new shares, conversion into book-entry form and seeking admission of pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, amending the Company’s Articles of Association, and authorising the Supervisory Board to adopt a consolidated text of the Company’s Articles of Association; and (ii) amendments to the Company’s Articles of Association resulting from the resolutions passed by the Extraordinary General Meeting of November 7th 2019 and September 23rd 2019 and the representation of the Company’s Management Board of December 24th 2019 (the “Articles of Association”).
As at the date of this Current Report, the Company’s share capital following the registration of the share capital increase amounts to PLN 1,241,777,680 and is divided into 124,175,768 shares with a par value of PLN 10.00, including:
1. 60,000,000 Series A shares,
2. 15,000,000 Series B shares, and
3. 49,175,768 Series C shares.
The total number of voting rights attached to all outstanding shares is 124,175,768 (one hundred and twenty-four million, one hundred and seventy-five thousand, seven hundred and sixty-eight).
Below, the Company’s Management Board presents the amendments made to the Articles of Association in connection with the share capital increase. The other amendments to the Articles of Association are presented in an appendix to this Report.
1. Art. 6 of the Company’s Articles of Association, reading:
The Company’s share capital shall amount to PLN 750,000,000,00 (seven hundred and fifty million złoty).
shall be amended to read as follows:
The Company’s share capital shall amount to PLN 1,241,777,680 (one billion, two hundred and forty-one million, seven hundred and fifty-seven thousand, six hundred and eighty złoty).
2. Art. 7 of the Company’s Articles of Association, reading:
The Company’s share capital shall be divided into 75,000,000 shares (seventy-five million) shares with a par value of PLN 10.00 (ten złoty) per share, comprising:
1) Series A shares numbered from 000 000 001 to 060 000 000,
2) Series B shares numbered from 060 000 001 to 075 000 000.
shall be amended to read as follows:
The Company’s share capital shall be divided into 124,175,768 (one hundred and twenty-four million, one hundred and seventy-five thousand, seven hundred and sixty-eight) shares with a par value of PLN 10 (ten złoty) per share, comprising:
a) Series A shares numbered from 000 000 001 to 060 000 000,
b) Series B shares numbered from 060 000 001 to 075 000 000,
3) Series C shares numbered from 075 000 001 to 124 175 768.
The legal basis for issuing this Current Report is Art. 56.1.2.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, in conjunction with 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.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the Prospectus Based Offering constitutes, along with any additionally published notices, updates and supplements thereto, the only legally binding document containing information on the Company and the Prospectus Based Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/)) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Art. 70.1 of the Act on Public Offering
Further to Current Report No. 79/2019 of December 27th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 9th 2020 the Company received from Grupa Azoty S.A. a correction of the notification given on December 27th 2019 under Art. 69b.1.2 in conjunction with Art. 69.2.2 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 2019, item 623, as amended) (the “Act”).
According to the corrected notification, on December 23rd 2019 the Company made an allotment of Series C ordinary bearer shares in the Company, following which Grupa Azoty S.A. acquired, in the exercise of its pre-emptive rights, allotment certificates for Series C shares. The allotment certificates for Series C shares will be converted into Series C shares after registration of the increase in the Company’s share capital.
Prior to the allotment of Series C shares and acquisition of the allotment certificates for Series C shares, Grupa Azoty S.A. held 49,500,000 Company shares and voting rights at its General Meeting, representing 66.00% of the share capital and total voting rights in the Company.
The number of allotment certificates for Series C shares acquired by Grupa Azoty S.A. is 28,551,500, which, following the exercise of rights under allotment certificates for Series C shares, would represent, in accordance with the corrected notification from Grupa Azoty S.A., 38.07% of the Company’s share capital and of the total voting rights at its General Meeting as at the date of correction of the notification.
According to the corrected notification, after the conversion of the allotment certificates into Series C shares, the total future number of voting rights will be 78,051,500, representing 104.07% of the Company’s share capital and of the total voting rights at its General Meeting as at the date of correction of the notification.
According to the corrected notification, following registration of the increase in the Company’s share capital and conversion of allotment certificates for Series C shares into Series C shares, Grupa Azoty S.A.’s percentage share of the Company’s share capital and total voting rights will decrease as the total number of Series C shares allotted as part of the subscription is 49,175,768, of which Grupa Azoty S.A. will notify the Company in a separate notification, after the increase in the Company’s share capital is registered.
The text of the notification is attached as an appendix hereto.
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 2019, item 623).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 9th 2020 the Company executed an ilmenite purchase agreement (the “Agreement”) with Titania AS of Hauge i Dalane, Norway (the seller).
The Agreement has an estimated value of PLN 168,000,000.00, and was executed for a definite term, from January 1st 2020 to December 31st 2022. Under the Agreement, ilmenite will be delivered according to an agreed delivery schedule and commercial terms.
The other terms of the Agreement do not differ from standard terms used in agreements of this type. The Agreement does not provide for any contractual penalties.
Information on execution of the Agreement was classified as inside information by the Company because it refers to securing long-term supply of ilmenite, key raw material for production of titanium white.
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.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, in conjunction with Par. 16.1 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.
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), following the closing of subscription for and allotment of 49,175,768 Series C ordinary bearer shares with a par value of PLN 10.00 per share (“Offer Shares”) issued pursuant to Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 on increasing the Company’s share capital by way of an issue of new shares with pre-emptive rights, conducting a public offering of new shares, setting November 7th 2019 as the record date for pre-emptive rights in respect of the new shares, converting into book-entry form and seeking the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amending the Company’s Articles of Association (i) by way of a public offering based on the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019 and (ii) by way of an offering which did not require the preparation of a prospectus in accordance with Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (jointly the “Offering”), hereby publicly announces what follows:
Any capitalised terms not otherwise defined herein have the meanings assigned to them in the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019.
1. Opening and closing of subscription:
Opening and closing dates for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and as Additional Subscription Orders:
Opening of subscription – November 12th 2019
Closing of subscription – December 9th 2019
Opening and closing dates for accepting subscription orders submitted in response to the Management Board’s invitation:
Opening of subscription – December 23rd 2019
Closing of subscription – December 23rd 2019
2. Allotment date:
Allotment date in respect of Offer Shares – December 23rd 2019
3. Number of shares subscribed for:
The Offering comprised 110,000,000 Offer Shares. The number of Offer Shares subscribed for in the Offering was 49,175,768.
4. Reduction rate for each tranche if the number of shares allotted was lower than the number of shares subscribed for within at least one tranche:
The Offering was not divided into tranches. The total number of shares subscribed for in the exercise of Pre-Emptive Rights and under Additional Subscriptions Orders was lower than the total number of Offer Shares. Consequently, there was no reduction of subscription orders.
5. Number of shares subscribed for:
In the subscription process, a total of 49,175,768 Offer Shares were subscribed for, of which 49,175,768 Offer Shares were subscribed for in the exercise of Pre-emptive Rights and under Additional Subscription Orders. No subscription orders for Offer Shares were submitted in response to the Management Board’s invitation extended pursuant to Art. 436.4 of the Commercial Companies Code.
6. Number of shares allotted in the subscription process:
A total of 49,175,768 Offer Shares were allotted in the subscription process.
7. Price at which the shares were subscribed for:
The Offer Shares were subscribed for at the Issue Price of PLN 10.20 (ten złoty, twenty grosz) per Offer Share.
8. Number of entities who placed subscription orders:
Subscription orders for Offer Shares were placed by 235 entities. The Offering was not divided into tranches.
9. Number of entities to whom shares were allotted in the subscription process:
In the subscription process Offer Shares were allotted to 235 entities. The Offering was not divided into tranches.
10. Names of underwriters that subscribed for shares under underwriting agreements and number of shares subscribed for by the underwriters, actual price per share (issue price or sale price less the fee per share acquired by the underwriter under the underwriting agreement):
The Company did not enter into any underwriting or similar agreement with respect to the Offer Shares.
11. Subscription value (product of the number of shares subscribed for in the offering and the issue price):
The subscription value was PLN 501,592,833.60 (five hundred and one million, five hundred and ninety-two thousand, eight hundred and thirty-three złoty, 60 grosz).
12. Total costs classified as issue costs, including the following items: (a) costs of preparing and carrying out the offering; (b) underwriting fees, separately for each underwriter; (c) costs of preparing the issue prospectus, including costs of advisory services; (d) costs of promoting the offering; including methods of accounting for those costs in accounting records and their recognition in the issuer’s financial statements:
As at the date of this report, the Company has no information on the final accounting for the issue costs. The final amount of those costs will be publicly disclosed in a current report after a statement of costs has been received from the entities involved in the preparation and carrying out of the Offering and all such costs have been approved.
13. Average cost of issue per share subscribed for:
As at the date of this report, the Company has no information on the final accounting for the issue costs. The final amount of those costs will be publicly disclosed in a current report after a statement of costs has been received from the entities involved in the preparation and carrying out of the Offering and all such costs have been approved.
14. Method of payment for the shares subscribed for
All the Offer Shares allotted in the Offering were paid for in cash.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the Prospectus Based Offering constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Prospectus Based Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Art. 56.1.2.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, in conjunction with Par. 16.1 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.
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 2nd 2020 the Polish Financial Supervision Authority approved Annex No. 5 (“Annex No. 5”) to the Company’s prospectus prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 5 was prepared in connection with the imposition by the Polish Financial Supervision Authority of fines on the Company, totalling PLN 1m, for breach of the disclosure requirements with respect to the consolidated report for 2014, annual report for 2014, consolidated annual report for 2015, annual report for 2015 and consolidated quarterly report for Q3 2016.
The Annex was published on January 2nd 2020 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/).
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/)) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
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) (MAR).
Legal basis: Art. 70.1 of the Act on Public Offering
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on December 30th 2019 the Company received a notification from Powszechne Towarzystwo Emerytalne PZU S.A., given on behalf of the open-end pension fund Otwarty Fundusz Emerytalny PZU Złota Jesień (“OFE PZU”), pursuant to Art. 69b.1.2) in conjunction with Art. 69.2.2 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 in Dz. U. of 2019, item 623) (“Act”), to the effect that following the allocation of Series C ordinary bearer shares (“Offer Shares”) in the Company, subscribed for by OFE PZU in the exercise of its pre-emptive rights, of which OFE PZU became aware on December 23rd 2019, there was a change in OFE PZU’s holding of shares and allotment certificates for Series C shares in the Company.
The acquisition by OFE PZU of Company shares to be converted into new Series C shares took place on December 23rd 2019, when the Company allotted the Offer Shares subscribed for in the exercise of pre-emptive rights.
The number of shares and voting rights held by OFE PZU before the allocation of new Series C shares was 12,187,694, which translated into a 16.25% equity interest and the same percentage share in total voting rights.
The number of its allotment certificates for Series C shares is 3,899,940, which according to OFE PZU will translate into a 5.20% percentage share in total voting rights at the Company’s General Meeting after the exercise of rights attached to the allotment certificates.
According to the notification, the total holding of Series A shares and allotment certificates for new shares is 16,087,634, which translates into a 21.45% equity interest and the same percentage share in total voting rights.
According to the notification, following the conversion of the allotment certificates for new shares into Series C shares and its registration, OFE PZU’s percentage share in total voting rights will be reduced, as will be separately communicated by OFE PZU, after registration of the increase in the Company’s share capital.
The text of the notification is attached as an appendix hereto.
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 2019, item 623).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 30th 2019 the Polish Financial Supervision Authority approved Annex No. 4 (“Annex No. 4”) to the Company’s prospectus prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 4 was prepared in connection with the execution on December 23rd 2019 of an amended term-sheet setting out the terms of equity financing of the Polimery Police Project by the Company, the Company’s parent Grupa Azoty S.A. and the Company’s subsidiary Grupa Azoty Polyolefins S.A. (the “Subsidiary”) on the one side with Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation on the other side, and the issuance by the Subsidiary of the Full Notice to Proceed under the EPC contract for the Polimery Police Project.
The Annex was published on December 30th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/ and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
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) (MAR).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. “Company”) publishes, attached hereto, the draft resolutions to be deliberated at the Company’s Extraordinary General Meeting convened for January 24th 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 Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 399.1, Art. 402[1], and Art. 402[2] of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting of the Company, to commence at 12.00 noon on January 24th 2020, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. As at the date of this notice, that is December 27th 2019, the shares confer 75,000,000 voting rights.
Agenda of the Meeting:
1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Appointment of a Ballot Counting Committee.
6. Resolution to grant consent to the subscription for shares in the increased share capital of Grupa Azoty Polyolefins S.A.
7. Closing of the Meeting.
Right to participate in the Extraordinary General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at January 8th 2020, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than December 27th 2019 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than January 9th 2020 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on January 21st, 22nd and 23rd 2020. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder holding shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each of the accounts. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for any errors in filled-in forms or actions of the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by January 3rd 2020. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary Annual General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Accordingly, the Company states that:
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. 70.1 of the Act on Public Offering
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on December 27th 2019 the Company received a notification from Grupa Azoty S.A. given pursuant to Art. 69b.1.2) in conjunction with Art. 69.2.2 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 in Dz. U. of 2019, item 623) (“Act”), to the effect that following the allocation of Series C ordinary bearer shares (“Offer Shares”) in the Company, subscribed for by Grupa Azoty S.A. in the exercise of its pre-emptive rights, as well as the allocation of Offer Shares for which no subscription orders to be submitted in the exercise of pre-emptive rights or additional subscription orders had been placed, on December 23rd 2019 the number of shares and allotment certificates to Series C shares held by Grupa Azoty S.A. in the Company changed, and – as soon as the allotment certificates to Series C shares are converted into shares – its holding of total voting rights in the Company will be reduced by 3.14%.
The acquisition by Grupa Azoty S.A. of Company shares to be converted into new Series C shares took place on December 23rd 2019, when the Company allotted the Offer Shares subscribed for in the exercise of pre-emptive rights and covered by additional subscription orders, as well as the Offer Shares for which no subscription orders to be submitted in the exercise of pre-emptive rights or additional subscription orders had been placed.
The number of shares and voting rights held by Grupa Azoty S.A. before the allocation of new Series C shares (as well as on the date of the notification) was 49,500,000, which translated into a 66% equity interest and the same percentage share in total voting rights.
The number of allotment certificates to Series C shares is 28,551,500.
The total future number of voting rights held by Grupa Azoty S.A. corresponding to its current shareholding and subscription for Series C shares will be 78,051,500, which will translate into a 62.86% equity interest and the same percentage share in total voting rights.
The text of the notification is attached as an appendix hereto.
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 2019, item 623).
Legal basis: Article 19(3) of MAR – Notification of transactions executed by persons discharging managerial responsibilities
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on December 24th 2019 the Company received from Grupa Azoty S.A. – a person closely associated with the President of the Company’s Management Board Wojciech Wardacki – a notification (“Notification”) of transactions referred to in Article 19(1) of the Market Abuse Regulation (“MAR”).
The text of the Notification is attached as an appendix hereto.
Legal basis: Article 19(3) 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) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 25/2019 of May 10th 2019 and No. 49/2019 of September 19th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 23rd 2019 the Company, the Company’s parent – Grupa Azoty S.A. (jointly with the Company: the “Original Sponsors”) and a subsidiary of the Original Sponsors – Grupa Azoty Polyolefins S.A. ( the “Subsidiary”) signed an amended term sheet (the “Term Sheet”) with Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”; jointly with Hyundai: the “Joint Sponsors” and jointly with the Original Sponsors and the Subsidiary: the “Parties”), setting out the terms of an equity investment in and financing of the Polimery Police project (the “Project”) being implemented by the Subsidiary.
The Term Sheet has not changed the amount of the Original Sponsors’ commitment or the Joint Sponsors’ joint commitment to the Project of USD 130,000,000. However, the Parties have modified the forms of Project financing as follows:
The Parties have also amended the list of conditions precedent to the Joint Sponsors’ investment by adding new conditions, namely: (i) obtaining the relevant antitrust clearance from the relevant competition authority; and (ii) fulfilling other conditions precedent to be specified in the final equity financing documents.
The Term Sheet has not introduced any changes with respect to special rights to be vested in the Joint Sponsors or the duration of the lock-up period.
With respect to the exit procedure for the Joint Sponsors, the Parties have maintained the existing financial terms and scope of the put option for a part of their equity contribution to the Subsidiary of USD 70,000,000 and, in addition, provided for an exit mechanism in respect of the balance of the Joint Sponsors’ equity contribution, which is to consist in re-acquisition of the shares by the Subsidiary for cancellation.
The Term Sheet constitutes a binding obligation of the Parties provided that: (i) the wording of the equity financing documents (i.e. investment agreement, shareholders’ agreement, and any other documents required in connection with equity financing of the Subsidiary) is agreed upon to the satisfaction of the Joint Sponsors, (ii) the wording of the KIND loan agreement is agreed upon to the satisfaction of KIND, and (iii) the conditions precedent set out in the Term Sheet are satisfied.
The Term Sheet was concluded for a definite term, expiring on June 30th 2020, with an option to extend it or to terminate it on an earlier date, subject to the Parties’ mutual consent. The Term Sheet will also expire if the Parties execute the final transaction documents (i.e. equity financing documents and KIND loan agreement), which will supersede the Term Sheet.
The amendments made in the Term Sheet result from the execution of an initial term sheet concerning an equity investment in and financing of the Project with Grupa LOTOS S.A., as announced by the Company in Current Report No. 71/2019 of December 13th 2019, and the need to align the terms of the Joint Sponsors’ investment in the Project with the terms agreed upon with Grupa LOTOS.
Subsequent equity financing milestones will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of MAR (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, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 26/2019 of May 11th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 23rd 2019 the subsidiary of the Company and Grupa Azoty S.A. – Grupa Azoty Polyolefins S.A. (the “Subsidiary”), acting pursuant to a resolution of the Subsidiary’s General Meeting of December 23rd 2019, issued to Hyundai Engineering Co., Ltd (the “Contractor”), being the contractor under the turnkey engineering, procurement and construction contract for the Polimery Police Project dated May 11th 2019 (the “EPC Contract”), a Full Notice to Proceed. The issuance of the Full Notice to Proceed triggers the Contractor’s obligation to proceed to the execution of the full scope of the EPC Contract, in exchange for payment by the Subsidiary of the full price specified in the EPC Contract, as announced in Current Report No. 26/2019. The price due to the Contractor will be payable against milestones specified in the EPC Contract, following acceptance of a given milestone by signing a relevant acceptance report.
The EPC Contract provides for turnkey execution of the Polimery Police Project, i.e. a new petrochemical complex in Police, comprising five sub-projects: (i) a propane dehydrogenation unit (PDH Unit), (ii) a polypropylene unit (PP Unit), (iii) a polypropylene packaging, storage, logistics and forwarding system, (iv) auxiliary systems and inter-unit connections, and (v) a storage and handling terminal comprising port facilities to unload and store propane and ethylene from sea vessels. The target capacity of the PDH Unit is 400,000 tonnes of propylene with a purity of 99.6% by volume (polymer grade) per 8,000 hours, and that of the PP Unit – 400,000 tonnes of polypropylene (various grades) per 8,000 hours.
Under the EPC Contract, an optional scope of work was also assigned by the Subsidiary to the Contractor subject to the terms and conditions and in exchange for a price strictly defined in the EPC Contract. The optional scope of work comprises three additional options: (i) to construct a nitrogen plant for the PDH Unit and PP Unit, (ii) to equip a laboratory for the Polimery Police Project, and (iii) to deliver equipment for the production and plant maintenance staff. The total price due for the optional scope of work is EUR 19,880.000.
Legal basis: Article 17(1) of MAR (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, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces successful conclusion of the issue of 49,175,768 Series C ordinary bearer shares with a par value of PLN 10.00 per share (“New Shares”) issued pursuant to Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 on increasing the Company’s share capital by way of an issue of new shares with pre-emptive rights, conducting a public offering of new shares, setting November 7th 2019 as the record date for pre-emptive rights in respect of the new shares, converting into book-entry form and seeking the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amending the Company’s Articles of Association (i) by way of a public offering based on the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019 (the “Prospectus Based Offering”) and (ii) by way of an offering which did not require the preparation of a prospectus in accordance with Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
On December 23rd 2019, the Company’s Management Board passed a resolution to allot 49,175,768 New Shares which had been duly subscribed and paid for, of which:
At the same time, the Company’s Management Board announces that no New Shares were subscribed for in the offering of New Shares for which no primary or additional subscription orders had been placed in the public offering.
The total number of New Shares subscribed for is 49,175,768.
A detailed current report concerning the closing of subscription for New Shares will be issued pursuant to Par. 16.1 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. item 757).
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the Prospectus Based Offering constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Prospectus Based Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of MAR (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 Chemiczne Police S.A. (“Company”) announces that, in connection with the closing on December 9th 2019 of the period for accepting subscription orders placed in the exercise of pre-emptive rights or additional subscription orders placed for Company shares in the public offering carried out by the Company based on the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019 (“Offering”) for Series C ordinary bearer shares with a par value of PLN 10.00 per share (“New Shares”), on December 20th 2019 the Company’s Management Board resolved to offer to selected investors, pursuant to Art. 436.4 of the Commercial Companies Code of September 15th 2000 (Dz. U. of 2019, item 505, as amended), the New Shares not subscribed for in the exercise of pre-emptive rights or under additional subscription orders, by way of an offering that does not require the preparation of a prospectus in accordance with Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ EU 168/12 of June 30th 2017, as amended).
The Company’s Management Board resolved that: (i) it would offer to selected investors up to 60,824,232 (sixty million, eight hundred and twenty-four thousand, two hundred and thirty-two) New Shares not subscribed for in the exercise of pre-emptive rights or under additional subscription orders, and not allotted in the Offering, and (ii) the New Shares would be offered to selected investors at a price not lower than PLN 10.20 per New Share, in accordance with the terms and timetable defined in the invitation to subscribe for shares extended by the Company’s Management Board to selected investors.
The final number of New Shares subscribed for in the Offering will be determined after the Central Securities Depository of Poland has allotted New Shares in the Offering.
Legal basis: Article 17(1) of MAR (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 Chemiczne Police S.A. (the “Company”) announces that a resolution has been passed to change the expected timetable of the public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Offering”).
Previous timetable of the Offering:
Expected timetable of the Offering and the offering, if any, of the Offer Shares for which no subscription orders to be submitted in the exercise of Pre-Emptive Rights or Additional Subscription Orders have been placed
Below is presented information on the planned timetable of the Offering according to Warsaw time.
| November 5th 2019 | Last trading day on which an investor purchasing Existing Shares on the WSE trading session may acquire Pre-Emptive Rights* |
| November 7th 2019 | Record Date |
| November 12th 2019 | Opening of the period for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and Additional Subscription Orders** |
| November 12th–14th 2019*** | Listing of Individual Pre-Emptive Rights on the WSE |
| December 9th 2019 | Closing of the period for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and Additional Subscription Orders |
| December 18th 2019 | Allotment of the Offer Shares subscribed for in the exercise of Pre-Emptive Rights and under Additional Subscription Orders |
| December 18th–19th 2019 | Offering of, and accepting subscription orders for, the Offer Shares for which no subscription orders to be submitted in the exercise of the Pre-Emptive Rights or Additional Subscription Orders have been placed |
| by December 20th 2019 | Allotment of the Offer Shares for which no subscription orders to be submitted in the exercise of Pre-Emptive Rights or Additional Subscription Orders have been placed |
* As the Record Date is November 7th 2019, in accordance with the CSDP settlement system Existing Shares purchased on a WSE trading session after November 5th 2019 (the last day on which an investor purchasing Existing Shares on the WSE trading session may acquire Pre-Emptive Rights) do not confer the right to receive Individual Pre-Emptive Rights/ exercise Pre-Emptive Rights in accordance with the CSDP settlement system. The first day on which an investor may sell the Shares during a WSE trading session and retain the Pre-Emptive Rights is November 6th 2019.
** Please note that accepting subscription orders submitted in the exercise of Pre-Emptive Rights may not begin until the Individual Pre-Emptive Rights are registered in the investor’s account, and this time may vary depending on the investment firm keeping the investor’s account. It is recommended that the investment firm keeping the securities account in which the investor’s Individual Pre-Emptive Rights will be registered should check the exact time when the subscription period opens.
*** Pursuant to § 18 in Division I of the WSE Detailed Exchange Trading Rules in UTP System, pre-emptive rights may be traded on the WSE no earlier than on the second trading day after the date on which the issuer announces the issue price of new shares, and no earlier than on the second trading day after the date on which the conditions for admission of such rights to stock exchange trading specified in the WSE Rules are satisfied.
Current timetable of the Offering:
Expected timetable of the Offering and the offering, if any, of the Offer Shares for which no subscription orders to be submitted in the exercise of Pre-Emptive Rights or Additional Subscription Orders have been placed
Below is presented information on the planned timetable of the Offering according to Warsaw time.
| November 5th 2019 | Last trading day on which an investor purchasing Existing Shares on the WSE trading session may acquire Pre-Emptive Rights* |
| November 7th 2019 | Record Date |
| November 12th 2019 | Opening of the period for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and Additional Subscription Orders** |
| November 12th–14th 2019*** | Listing of Individual Pre-Emptive Rights on the WSE |
| December 9th 2019 | Closing of the period for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and Additional Subscription Orders |
| December 23rd 2019 | Allotment of the Offer Shares subscribed for in the exercise of Pre-Emptive Rights and under Additional Subscription Orders |
| December 23rd 2019 | Offering of, and accepting subscription orders for, the Offer Shares for which no subscription orders to be submitted in the exercise of the Pre-Emptive Rights or Additional Subscription Orders have been placed |
| December 23rd 2019 | Allotment of the Offer Shares for which no subscription orders to be submitted in the exercise of Pre-Emptive Rights or Additional Subscription Orders have been placed |
* As the Record Date is November 7th 2019, in accordance with the CSDP settlement system Existing Shares purchased on a WSE trading session after November 5th 2019 (the last day on which an investor purchasing Existing Shares on the WSE trading session may acquire Pre-Emptive Rights) do not confer the right to receive Individual Pre-Emptive Rights/ exercise Pre-Emptive Rights in accordance with the CSDP settlement system. The first day on which an investor may sell the Shares during a WSE trading session and retain the Pre-Emptive Rights is November 6th 2019.
** Please note that accepting subscription orders submitted in the exercise of Pre-Emptive Rights may not begin until the Individual Pre-Emptive Rights are registered in the investor’s account, and this time may vary depending on the investment firm keeping the investor’s account. It is recommended that the investment firm keeping the securities account in which the investor’s Individual Pre-Emptive Rights will be registered should check the exact time when the subscription period opens.
*** Pursuant to § 18 in Division I of the WSE Detailed Exchange Trading Rules in UTP System, pre-emptive rights may be traded on the WSE no earlier than on the second trading day after the date on which the issuer announces the issue price of new shares, and no earlier than on the second trading day after the date on which the conditions for admission of such rights to stock exchange trading specified in the WSE Rules are satisfied.
Legal basis: Article 17(1) of MAR (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 Chemiczne Police S.A. (the “Company”) announces that on December 17th 2019 the Polish Financial Supervision Authority approved Annex No. 3 (“Annex No. 3”) to the Company’s prospectus prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 3 was prepared in connection with the execution, on December 13th 2019, of the initial term sheet between the Company, Grupa Azoty S.A., Grupa Azoty Polyolefins S.A. and Grupa LOTOS S.A. setting out the terms of an equity investment and financing of the Polimery Police Project.
The Annex was published on December 17th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/ and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any additionally published notices, updates and supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of MAR (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 Reports No. 21/2019 of April 26th 2019, No. 57/2019 of October 31st 2019, No. 67/2019 of November 22nd 2019 and No. 69/2019 of December 6th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the „Company”) announces that on [December 13th] 2019 the Company and its parent Grupa Azoty S.A. (jointly: the “Original Sponsors”) and the Company and Grupa Azoty S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (“Polyolefins”) signed an initial term-sheet (the “Term Sheet”) with Grupa Lotos S.A. (the “Joint Sponsor”; jointly with the Original Sponsors and Polyolefins: the “Parties”), setting out the terms of equity investment and financing for the Polimery Police project (the “Project”) being implemented by Polyolefins.
Under the Agreement:
The Joint Sponsor’s Investment is subject to a number of conditions precedent agreed in the Term Sheet, including:
The Parties agreed, among other things, that the Joint Sponsor, as a shareholder in Polyolefins, would have personal rights comprising: (a) the right to appoint one member of the Polyolefins Supervisory Board, and (b) the right to convene the Polyolefins General Meeting.
The Parties further agreed that the final equity financing documents would provide for a lock-up period.
The Parties also agreed on the procedure for the sale of Polyolefins shares by the Joint Sponsor after the lock-up period expired.
The Term Sheet constitutes a binding obligation of the Parties, subject to: (i) fulfilment of the conditions precedent set out in the Term Sheet, and (ii) agreement on and execution of equity financing documents (i.e. investment agreement, shareholders’ agreement, and any other documents required in connection with equity financing of Polyolefins).
The Term Sheet was signed for a definite term, until December 31st 2020, with the option of its extension or early termination if the Parties so agree or if it is unilaterally terminated by the Joint Sponsor as a result of a material adverse change which affects, directly or indirectly, the Project, Polyolefins or the Original Sponsors and, in any event, prevents implementation of the Project on the terms presented to the Joint Sponsor by the date of execution of the Term Sheet.
Subsequent equity financing milestones will be announced by the Company in separate current reports.
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) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 9th 2019 the Polish Financial Supervision Authority approved Annex No. 2 (“Annex No. 2”) to the Company’s prospectus prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 2 was prepared in connection with the conclusion of an investment agreement between the Company and the State Treasury on December 5th 2019.
The Annex was published on December 9th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/ and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the public offering of Company shares in Poland (the “Offering”), together with all published announcement and supplements to the Prospectus, is the only legally binding document containing information on the Company and the Offering. The Prospectus has been published and is available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw (https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of MAR (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. 21/2019 of April 26th 2019, Current Report No. 57/2019 of October 31st 2019 and Current Report No. 67/2019 of November 22nd 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 6th 2019 the Company, the Company’s parent Grupa Azoty S.A., and the Company’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed another new annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).
Under the annex, the term of the Letter of Intent has been extended until December 13th 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.
Legal basis: Article 17(1) of MAR (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 Chemiczne Police S.A. (the “Company”) announces that on December 5th 2019 the Company and the State Treasury, represented by the Prime Minister, signed an investment agreement (the “Investment Agreement”) in connection with the issue of new Series C shares to be offered by the Company in a public offering with the existing shareholders’ pre-emptive rights retained.
Under the Investment Agreement, the State Treasury will acquire 5,513,722 (five million, five hundred and thirteen thousand, seven hundred and twenty-two) new Series C shares (the “New Shares”) issued by the Company, in the exercise of the State Treasury’s pre-emptive rights, for a total of PLN 56,239,964.40 (fifty-six million, two hundred and thirty-nine thousand, nine hundred and sixty-four złoty, 40/100) (the “Funds”), which amount will come from the Reprivatisation Fund established pursuant to Art. 56 of the Act on Commercialisation and Certain Employee Rights of August 30th 1996 (Dz.U. of 2019, item 2181). The Company undertook towards the State Treasure to allocate all the Funds to the implementation by the Company’s subsidiary, Grupa Azoty Polyolefins S.A., of an investment project involving construction of propylene and polypropylene production units and ancillary infrastructure (the “Polimery Police Project”).
The Investment Agreement sets out the rules governing the use of the Funds and the consequences of breaching those rules, covenants and warranties of the Company in connection with the transfer of the Funds, obligations related to reporting and accounting for the Funds, as well as the State Treasury’s control powers.
If the Funds are used in contravention of the Investment Agreement, the Company will be obliged to return the equivalent of the Funds plus accrued statutory interest. The Company will also be obliged to return the equivalent of the Funds if, by December 19th 2019 (inclusive), it fails to provide the State Treasury with documents confirming that all financing for the Polimery Police Project has been raised or secured, or that there exists sufficient evidence that it will be raised or secured, regardless of whether or not the public offering of Series C shares is continued or the New Shares are allotted to the State Treasury.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the public offering of Company shares in Poland (the “Offering”), together with all published supplements thereto, is the only legally binding document containing information on the Company and the Offering. The Prospectus has been published and is available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw (https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning 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.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of MAR (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 Chemiczne Police S.A. (the “Company”) announces that on November 4th 2019, in connection with the authorisation given in the resolution of the Extraordinary General Meeting of September 23rd 2019 concerning an increase in the Company’s share capital by way of an issue of new shares with pre-emptive rights, public offering of the new shares, setting the record date for pre-emptive rights in respect of the new shares for November 7th 2019, conversion into book-entry form and seeking of admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amendments to the Company’s Articles of Association (the “EGM Resolution”), the Company’s Management Board passed a resolution pursuant to which:
At the same time, the Company’s Management Board decided not to exercise the authorisation granted under Art. 432.4 of the Commercial Companies Code and the EGM Resolution to determine the final amount by which the share capital of GA Police is to be increased. Therefore, the final number of New Shares is equal to the maximum number of New Shares set forth in the EGM Resolution, i.e. 110,000,000 (one hundred and ten million) New Shares.
Legal basis: Article 17(1) of MAR (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. 21/2019 of April 26th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 31st 2019 the Company, the Company’s parent Grupa Azoty S.A. and the Company’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed an annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).
Under the annex, the term of the Letter of Intent has been extended until November 22nd 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.
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, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes selected estimated consolidated financial results of the Company for the third quarter of 2019:
Revenue: PLN 546.5m
EBITDA: PLN 21.7m
Net loss: PLN -8.9m
and selected estimated consolidated results for the nine months ended September 30th 2019:
Revenue: PLN 1,849.3m
EBITDA: PLN 137.7m
Net profit: PLN 44.1m
The Company’s Management Board believes this information to be material as the financial results for the third quarter of 2019 significantly differ from the figures reported by the Company for the same period over the preceding three years. Furthermore, the financial results differ from market expectations.
The amounts presented above are estimates and may be subject to change. The final figures will be published in the Q3 2019 report on November 13th 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. “Company”) announces that on October 16th 2019 it received a notification from the National Labour Inspectorate (“NLI”) of the entry into the register of collective bargaining agreements, made on October 11th 2019, of amendments to the Company’s Collective Bargaining Agreement (“Collective Bargaining Agreement”).
The amendments resulted from an agreement reached with the Company’s trade unions. The amendments to the Collective Bargaining Agreement registered by NLI will take effect as of January 1st 2020.
In accordance with the amendments to the Collective Bargaining Agreement, the basis for calculating length-of-service awards and retirement/disability gratuities will be increased, requiring the Company to increase the provisions for future employee benefit obligations, which in turn will reduce the Company’s net profit for 2019 by approximately PLN 8.9m.
The effect of the amendments to the Collective Bargaining Agreement was estimated based on assumptions available as at September 30th 2019.
The actual change in the provisions for employee benefit obligations will be calculated as at December 31st 2019 and recognised in the full-year financial statements for 2019. The full-year financial statements for 2019, including the provisions for employee benefit obligations, will be audited.
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 Chemiczne Police S.A. (“Company”) publishes, attached hereto, the draft resolutions to be considered and voted on by the Company’s Extraordinary General Meeting convened for November 7th 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 399.1, Art. 400.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting of the Company, to commence at 12.00 noon on November 7th 2019, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. As at the date of this notice, that is October 11th 2019, the shares confer 75,000,000 voting rights.
The Extraordinary General Meeting is being convened at the request of Grupa Azoty S.A. of Tarnów, as a shareholder representing at least one-twentieth of the Company’s share capital, submitted on October 10th 2019 in accordance with Art. 400.1 of the Commercial Companies Code and Art. 39.1.3 of the Company’s Articles of Association. The requesting shareholder has also proposed that the following items be included on the Meeting’s agenda:
1) Resolution on amendment to the Company’s Articles of Association and authorisation of the Supervisory Board to prepare a consolidated text of the Articles of Association.
2) Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of March 29th 2017 on the rules of determining remuneration for members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.
3) Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of May 18th 2018 to approve the rules for disposal of non-current assets of Grupa Azoty Zakłady Chemiczne Police S.A.
Agenda of the Meeting:
1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Appointment of a Ballot Counting Committee.
6. Resolution on amendment to the Company’s Articles of Association and authorisation of the Supervisory Board to prepare a consolidated text of the Articles of Association.
7. Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of March 29th 2017 on the rules of determining remuneration for members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.
8. Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of May 18th 2018 to approve the rules for disposal of non-current assets of Grupa Azoty Zakłady Chemiczne Police S.A.
9. Closing of the Meeting.
Right to participate in the Extraordinary General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at October 22nd 2019, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than October 11th 2019 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than October 23rd 2019 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on November 4th, 5th and 6th 2019. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish, for downloading, a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder must send in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by October 17th 2019. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com.
***
The amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A. proposed under item 6 of the agenda
I. The following existing wording of Art. 19.2.12 of the Articles of Association:
12) disposal, acquisition and encumbrance with limited property rights of non-current assets with a market value equal to or higher than PLN 100,000 (one hundred thousand złoty),
is proposed to be amended to read as follows:
12) disposal of non-current assets with a market value higher than PLN 100,000 (one hundred thousand złoty),
II. In Art. 19.2, new items 19.2.13 and 19.2.14 are proposed to be added after item 19.2.12, reading as follows:
13) disposal of shares in another company with a market value higher than PLN 100,000 (one hundred thousand złoty),
14) acquisition of non-current assets, as well as subscription for or acquisition of shares in another company with a value higher than PLN 100,000 (one hundred thousand złoty),
and, accordingly, the next subdivision of Art. 19.2 is proposed to be renumbered from 19.2.13 to 19.2.15.
III. The following existing wording of Art. 21.1:
1. Subject to Art. 22–25 of these Articles of Association, members of the Management Board or the entire Management Board shall be appointed by the Supervisory Board following a recruitment process held to verify and evaluate the qualifications of candidates and to select the best candidate. The rules of and procedure for the recruitment process shall be set out in resolutions of the General Meeting.
is proposed to be amended to read as follows:
1. Except for the Management Board member elected by employees in accordance with Art. 22–23 of these Articles of Association, members of the Management Board or the entire Management Board shall be appointed by the Supervisory Board following a recruitment process held to verify and evaluate the qualifications of candidates and to select the best candidate. The rules of and procedure for the recruitment process shall be set out in resolutions of the General Meeting.
IV. The following existing wording of Art. 21.3:
3. Members of the Management Board shall tender their resignations in writing to the Supervisory Board.
is proposed to be replaced by the following new wording:
3. Members of the Management Board shall tender their resignations in writing to the Company. A Management Board member shall notify their resignation to the Supervisory Board in writing.
V. The following existing wording of Art. 28.1.6:
6) assessment of the Directors’ Report and the financial statements for the previous financial year in terms of their consistency with the accounting books, documents and facts,
is proposed to be replaced by the following new wording:
6) assessment of the Directors’ Report on the Company’s operations and the financial statements for the previous financial year for their consistency with the accounting books, documents and facts, and provision of opinions on the report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees, and on the report on compliance with best practices referred to in Art. 7.3 of the Act on State Property Management of December 16th 2016,
VI. The following existing wording of Art. 28.2.2.c:
c) contracts concluded in the ordinary course of the Company’s business, i.e. contracts for the sale of products manufactured by the Company, sale of merchandise and purchase of merchandise, raw materials and feedstocks,
is proposed to be replaced by the following new wording:
c) contracts concluded in the ordinary course of the Company’s business, including in particular contracts for the sale of products manufactured by the Company, sale of merchandise and purchase of merchandise, raw materials and feedstocks, purchase of electricity and related property rights, and purchase of CO2 emission allowances,
VII. The following existing wording of Art. 28.2.4:
4) execution of a material related-party agreement, excluding contracts concluded in the ordinary course of the Company’s business, i.e. contracts for the sale of products manufactured by the Company and for the purchase of raw materials and feedstocks, concluded on an arm’s length basis,
is proposed to be replaced by the following new wording:
4) execution of a material related-party agreement, excluding contracts concluded in the ordinary course of the Company’s business, such as contracts for the sale of products manufactured by the Company and for the purchase of raw materials and feedstocks, concluded on an arm’s length basis,
VIII. The following existing wording of Art. 28.2.5:
5) execution or amendment of an agreement for the provision of legal services, marketing services, public relations and social communication services, or management consultancy services, if the total fees for the services to be provided under such agreement exceed PLN 500,000 (five hundred thousand złoty), exclusive of VAT, per year, or if the lump-sum or maximum amount of the fees is not provided for,
is proposed to be amended to read as follows:
5) execution or amendment of an agreement for the provision of legal services, marketing services, public relations and social communication services, or management consultancy services, if the total fees for the services to be provided under such agreement or other agreements with the same entity exceed PLN 500,000 (five hundred thousand złoty), exclusive of VAT, per year, or if the lump-sum or maximum amount of the fees is not provided for,
IX. The following existing wording of Art. 30.5:
Candidates to the Supervisory Board appointed, nominated or proposed by the State Treasury or a state-owned legal person, or by the Company’s parent within the meaning of Art. 4.3 of the Competition and Consumer Protection Act of February 16th 2007, should meet the requirements set out in Art. 19 of the Act on State Property Management of December 16th 2016.
is proposed to be amended to read as follows:
Candidates to the Supervisory Board nominated by the authorities or bodies referred to in Art. 25.1.1–5 of the Act on State Property Management of December 16th 2016 must meet the requirements set out in Art. 19.1–3 and Art. 19.5 of the Act on State Property Management of December 16th 2016.
X. In Art. 30, after Art. 30.5, a new Art. 30.6 is proposed to be added, reading as follows:
6. If a Supervisory Board member nominated by any of the authorities or bodies referred to in Art. 25.1.1–5 of the Act on State Property Management of December 16th 2016 fails to meet the requirements set out in Art. 19.1–3 and Art. 19.5 of the Act on State Property Management of December 16th 2016, the respective authority or body shall forthwith take steps to remove such member from the Supervisory Board.
and the next subdivision of Art. 30 is proposed to be accordingly renumbered from Art. 30.6 to Art. 30.7.
XI. The following existing wording of Art. 32.3:
3. The results of an election held in accordance with the provisions of Art. 32.1–2 shall be binding on the General Meeting.
is proposed to be amended to read as follows:
3. The results of an election held in accordance with the provisions of Art. 32.1 and 32.2 shall be binding on the General Meeting.
XII. The following existing wording of Art. 47.9:
9) approval of the following legal transactions if the market value of assets involved in such transaction exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets:
a. acquisition or disposal of real property, perpetual usufruct right, or interest in real property or perpetual usufruct right,
b. acquisition or disposal of non-current assets,
c. granting of the right to use non-current assets to another entity for a period longer than 180 days in a calendar year,
d. subscription for, acquisition or disposal of shares in another company,
is proposed to be amended to read as follows:
9) approval of the following legal transactions if the market value of assets involved in such transaction exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets:
a. disposal of real property, perpetual usufruct right, or interest in real property or perpetual usufruct right,
b. disposal of other non-current assets,
c. granting of the right to use non-current assets to another entity for a period longer than 180 days in a calendar year,
d. disposal of shares in another company,
XIII. In Art. 47, after Art. 47.9, a new Art. 47.10 is proposed to be added, reading as follows:
10) approval of the following legal transactions if the value of assets involved in such transaction exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets:
a. acquisition of non-current assets,
b. subscription for or acquisition of shares in another company,
and the subsequent subdivisions of Art. 47 are proposed to be renumbered accordingly.
XIV. The existing wording of Art. 47.10 (renumbered to 47.11), reading:
10) establishing the rules for disposal of non-current assets whose value exceeds 0.1% of the Company’s total assets,
is proposed to be amended to read as follows:
11) establishing the rules for disposal of non-current assets whose market value exceeds 0.1% of the Company’s total assets,
XV. The existing wording of Art. 47.24 (renumbered to 47.25), reading:
24) establishing the rules for remuneration of Management Board members,
is proposed to be amended to read as follows:
25) establishing the rules of determining remuneration for Management Board members,
XVI. Art. 52.3 is proposed to be deleted.
XVII. The following existing wording of Art. 53.1:
1) within three months from the reporting date, prepare financial statements for the previous financial year together with the Directors’ Report on the Company’s operations, including the report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees,
is proposed to be amended to read as follows:
1) within three months from the reporting date, prepare financial statements for the previous financial year together with the Directors’ Report on the Company’s operations,
XVIII. In Art. 53, after Art. 53.1, a new Art. 53.2 is proposed to be added, reading as follows:
2) within three months from the reporting date, prepare a report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees, as well as a report on compliance with best practices referred to in Art. 7.3 of the Act on State Property Management of December 16th 2016,
and the subsequent subdivisions are proposed to be renumbered accordingly.
XIX. In Art. 53, after existing Art. 53.5 (renumbered to 53.6), a new Art. 53.7 is proposed to be added, reading as follows:
7) submit to the Annual General Meeting the documents referred to in Art. 53.2, together with the Supervisory Board’s opinion,
and the subsequent subdivisions of Art. 53 and the subdivisions to which Art. 53.7 and Art. 53.8 (renumbered to 53.9 and 53.10) currently refer are proposed to be renumbered accordingly.
XX. In Art. 53.2 and Art. 53.6 (renumbered to 53.3 and Art. 53.8, respectively), the term “auditor” is proposed to be replaced by the term “audit firm”.
XXI. After Art. 55, a new Art. 56 is proposed to be added, reading as follows:
Disposal of non-current assets whose market value exceeds 0.1% of the Company’s total assets shall be effected by the Company through an auction or tender, unless the value does not exceed PLN 20,000 (twenty thousand złoty). Detailed rules for conducting such auctions or tenders and situations in which holding an auction or tender is not required shall be defined in a resolution of the General Meeting.
and the subsequent subdivisions of the Articles of Association are proposed to be renumbered accordingly.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary Annual General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Accordingly, the Company states that:
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 Chemiczne Police S.A. (the “Company”), presents below its answers, provided pursuant to Art. 428.5 of the Commercial Companies Code, to questions asked by a shareholder during the Extraordinary General Meeting of September 23rd 2019 in accordance with Art. 428.1 of the Commercial Companies Code.
Aware of how important it is that the shareholders have access to information on the Company’s operations, the Company’s Management Board fulfils disclosure requirements for a public company, acting with utmost care and in compliance with the applicable legal regulations. Compliance with the market communication policy and ensuring the shareholders’ access to all information necessary to make investment decisions are among the Company’s priorities, as they ensure transparency of the Company’s operations, as well as broad and equal access to information.
Question 1: Why was the EGM Resolution of April 26th 2019 not performed? What were the reasons for the non-performance of the resolution?
Answer:
We assume that the question refers to Resolution No. 7 of the Extraordinary General Meeting of April 26th 2019 to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for the pre-emptive rights to new shares, convert into book-entry form and seek admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association (the “Resolution”).
On June 5th 2019, the Company’s Management Board decided to suspend the performance of the Resolution. The decision was announced, together with the reasons for the suspension, in Current Report No. 32/2019 of June 5th 2019. Additionally, in connection with convening an Extraordinary General Meeting, on August 26th 2019 the Company published Current Report No. 45/2019 containing draft resolutions to be considered at the Extraordinary General Meeting convened for September 23rd 2019. Together with the draft resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for pre-emptive rights in respect of new shares, convert into book-entry form and seek admission and introduction of pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association, the grounds for the draft resolution were published, specifying the reasons for revoking the Resolution, including the ineffective lapse of the pre-emptive rights record date (originally set for June 18th 2019).
Both Current Report No. 32/2019 and Current Report No. 45/2019 with the appendices thereto are available on the Company’s website.
Question 2: What is the purpose of increasing the company’s share capital? What will the proceeds from share capital increase be specifically applied to?
Answer:
In connection with convening an Extraordinary General Meeting, on August 26th 2019 the Company published Current Report No. 45/2019 containing draft resolutions to be considered at the Extraordinary General Meeting convened for September 23rd 2019. Together with the draft resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for pre-emptive rights in respect of new shares, convert into book-entry form and seek admission and introduction of pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association, the grounds for the draft resolution were published, specifying, among others, the reasons for the share capital increase and issue of new shares by the Company, including diversification of revenue sources, profitability improvement and stepping up the efforts to expand the non-fertilizer business lines. It was stated, among other things, that the key task in the pursuit of these goals is the ‘Police Polymers’ project implemented by PDH Polska S.A., a subsidiary of the Company and Grupa Azoty S.A. Details of the planned public offering of shares will be provided in the prospectus, which will be published following its approval by the Polish Financial Supervision Authority.
Current Report No. 45/2019 with the appendices thereto is available on the Company’s website.
Question 3: In 2005, the construction of a polymer plant in Płock was completed. The project’s cost was EUR 500m, and the plant’s annual production capacity is 950,000 tonnes. Please explain why the construction of the plant in Police is to be three times more expensive than that in Płock?
Answer:
The plant to be constructed as part of the Polimery Police project differs significantly from the one in Płock. The Płock plant was built using a different technology, more than a decade ago, therefore the costs of its construction were different. As regards detailed operating assumptions for the Płock plant, the Company’s Management Board would like to stress that it does not comment on investment projects carried out by other plastics manufacturers.
Question 4: The resolution (concerning share capital increase) contains few specific dates and it is not known when it will be implemented. Please specify an approximate deadline for implementing the resolution.
Answer:
In connection with convening an Extraordinary General Meeting, on August 26th 2019 the Company published Current Report No. 45/2019 containing draft resolutions to be considered at the Extraordinary General Meeting convened for September 23rd 2019. Seeking to close the public offering of new shares by the end of 2019 was stated in the grounds for a draft resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for the pre-emptive rights to new shares, convert into book-entry form and seek admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association. Details of the planned public offering of shares, including its timetable, will be provided in the prospectus, which will be published following its approval by the Polish Financial Supervision Authority.
Current Report No. 45/2019 with the appendices thereto are available on the Company’s website.
Legal basis: Par. 19.1.12 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. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police 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 September 23rd 2019, specifying the number of votes conferred by the shares held by each shareholder, and their percentage shares in the voting rights represented at the EGM and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM – 49,500,000
Number of voting rights at the EGM – 49,500,000
Percentage share in voting rights represented at the EGM – 68.69%
Percentage share in total voting rights – 66.00%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 12,190,000
Number of voting rights at the EGM – 12,190,000
Percentage share in voting rights represented at the EGM – 16.92%
Percentage share in total voting rights – 16.25%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM – 6,607,966
Number of voting rights at the EGM – 6,607,966
Percentage share in voting rights represented at the EGM – 9.17%
Percentage share in total voting rights – 8.81%
Shareholder State Treasury Number of shares at the EGM – 3,759,356
Number of voting rights at the EGM – 3,759,356
Percentage share in voting rights represented at the EGM – 5.22%
Percentage share in total voting rights – 5.01%
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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on September 23rd 2019, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, an objection was raised to Resolution No. 4.
Legal basis: Par. 19.1.6 and Par. 19.1.9 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: Article 17(1) of MAR – Inside information
Further to Current Report No. 25/2019 of May 10th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on September 19th 2019 the Company, its parent Grupa Azoty S.A. (jointly referred to as the “Original Sponsors”) and the Company’s subsidiary PDH Polska S.A. (“PDH”) signed an agreement with Hyundai Engineering Co., Ltd (“Hyundai”) and Korean Overseas Infrastructure & Urban Development Corporation (“KIND”, jointly with Hyundai the “Co-Sponsors”, and jointly with the Original Sponsors and PDH – the “Parties”) setting the terms of equity financing for the Polimery Police project (the “Project”) implemented by PDH.
Under the Agreement:
a) The Co-Sponsors agreed to invest in the Project, directly or indirectly, the EUR equivalent of USD 130,000,000, of which USD 73,000,000 is to be provided by Hyundai and USD 57,000,000 is to be provided by KIND, by way of cash contributions paid in exchange for shares issued as part of a share capital increase at PDH;
b) The Original Sponsors agreed to invest in the Project a total amount of up to PLN 1,400,000,000 and proceeds raised from the secondary public offering of Company shares (contingent on the offering results) by way of cash contributions paid in exchange for shares issued as part of a share capital increase at PDH.
The Co-Sponsors’ investment is conditional upon fulfilment of the conditions precedent stipulated in the Agreement, including: (i) the Original Sponsors contributing the total amount of their investment in accordance with paragraph (b) above; (ii) PDH issuing a Full Notice to Proceed under the EPC agreement signed on May 11th 2019 by PDH and Hyundai; (iii) determining the final shareholding structure of PDH; (iv) signing a credit facility agreement as a source of debt financing for the Project; and (v) satisfaction of certain conditions precedent stipulated under debt financing documentation, as specified in the Agreement.
The Parties agreed, among other things, that the Co-Sponsors will be entitled to jointly appoint one new member of the Supervisory Board of PDH as long as they hold at least 5% of PDH shares.
The Parties agreed that the final equity financing documents will provide for a lock-up period starting from the date when the Co-Sponsors transfer their investment to PDH and ending on the third anniversary of the Project completion date.
The Parties also agreed on a divestment procedure for the Co-Sponsors to apply in certain circumstances. The Agreement provides that the Original Sponsors may carry out a public offering after the expiry of the lock-up period. In addition, the Parties preliminarily agreed on a put option for the Co-Sponsors and a call option for the Original Sponsors, in each case with respect to the PDH shares held by the Co-Sponsors, with a total value (calculated on the basis of the price originally paid by the Co-Sponsors for those shares) of up to USD 70,000,000 and in the case of the put option – additionally reduced by any dividends paid to the Co-Sponsors. The Parties agreed that the options would expire on or before December 31st 2035.
If the Parties agree with any additional investor that may be invited to participate in funding the Project, on any rights that are more favourable than the rights granted to the Co-Sponsors under the Agreement, the Parties will modify the transaction documents to which the Co-Sponsors are parties so that the rights of the Co-Sponsors are aligned with the more favourable rights agreed on with such additional investor.
The Parties agreed that the final equity financing documents will provide for contractual penalties should the Co-Sponsors breach their obligations related to the divestment process.
The Agreement is binding on the Parties provided that the equity financing documents have been agreed in the form satisfactory to the Co-Sponsors, the terms and conditions of the final agreement on debt financing for the Project have been approved by the Co-Sponsors and the due diligence of PDH has been completed by the Co-Sponsors with satisfactory results.
The Agreement was concluded for a definite term, expiring on June 30th 2020, with an option to extend or terminate it at an earlier date, subject to the Parties’ consent. The Agreement will also expire if the Parties execute final equity financing documents, which will supersede the Agreement. Subsequent equity financing milestones will be announced by the Company in separate current reports.
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) (MAR).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 45/2019 of August 26th 2019 and Current Report No. 46/2019 of September 3rd 2019, in connection with the Extraordinary General Meeting convened for September 23rd 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, a supplementary document regarding item 6 of the agenda for the Extraordinary General Meeting “Adoption of a resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set November 7th 2019 as the record date for the pre-emptive rights to new shares, convert into book-entry form and seek admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association.”
The supplementary document referred to above will also be published on the Company’s 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 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 Report No. 45/2019 of August 26th 2019 and Current Report No. 46/2019 of September 3rd 2019, in connection with the Extraordinary General Meeting convened for September 23rd 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, a supplementary document regarding item 6 of the agenda for the Extraordinary General Meeting “Adoption of a resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set November 7th 2019 as the record date for the pre-emptive rights to new shares, convert into book-entry form and seek admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association.”
The supplementary document referred to above will also be published on the Company’s 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 March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 43/2019 of August 26th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that in connection with a decision to resume the process of secondary public offering of Company shares (the “SPO”), on September 3rd 2019 the Company’s Supervisory Board passed a resolution expressing its opinion on the proposed share capital increase and amendments to the Company’s Articles of Association.
The proposed share capital increase will be effected through the SPO in an amount of up to PLN 1,100,000,000 (one billion, one hundred million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of 2019.
Information on the subsequent SPO milestones will be announced by the Company in separate current reports.
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) (MAR).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes, attached hereto, the draft resolutions to be considered by the Extraordinary General Meeting convened for September 23rd 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
Acting pursuant to Art. 399.1, Art. 4021 and Art. 4022 of the Commercial Companies Code, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”), entered into the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), hereby gives notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., to commence at 12.00 noon on September 23rd 2019, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. The shares confer 75,000,000 voting rights as at the date of this notice, that is August 26th 2019.
Agenda of the Meeting:
Right to participate in the Extraordinary General Meeting
According to Art. 4061.1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at September 7th 2019, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than August 26th 2019 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than September 9th 2019 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on September 18th, September 19th and September 20th 2019. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder holding shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each of the accounts. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for any errors in filled-in forms or actions of the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by September 2nd 2019. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com.
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 Chemiczne Police S.A. (“Company”) announces that on August 26th 2019 it decided to resume a secondary public offering of Company shares (“SPO”) and passed a resolution on a proposed share capital increase at the Company through the issue of new shares with pre-emptive rights and on amendments to the Company’s Articles of Association, repealing a previous resolution of the Company’s Management Board of March 4th 2019 on a proposed share capital increase at the Company through the issue of new shares with pre-emptive rights and on amendments to the Company’s Articles of Association, as announced by the Company in Current Report No. 4/2019).
The proposed share capital increase will be effected through the SPO in an amount of up to PLN 1,100,000,000 (one billion, one hundred million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of 2019.
Proceeds from the share issue will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, in particular to diversify revenue streams and increase profitability, and to step up its efforts to expand non-fertilizer business lines. The key task in the pursuit of these strategic goals will be the Polimery Police project implemented by PDH Polska S.A., a special purpose vehicle in which the Company and Grupa Azoty S.A. hold interests of, respectively, 53.0% and 47.0%.
Information on the subsequent SPO milestones, in particular of convening the Extraordinary General Meeting, will be announced by the Company in separate current reports.
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) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 39/2019 of July 4th 2019 and No. 41/2019 of August 10th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes below the estimated financial effects of the Ammonia Synthesis and Urea Synthesis units having been temporarily taken offline due to the need to repair a defect discovered in boilers of the Synthesis Gas Unit.
Profits lost on account of the shutdown for June have been estimated at PLN 7m, and the financial effects for July and August are expected to total PLN 43m. These effects are mainly attributable to lost profit margins on sales of nitrogen products, including urea and its solutions and ammonia, which would probably have been realised if the units had operated normally.
The amounts presented above are estimates and may be subject to change.
The Company further announces that following this occurrence it made a claim under its property and lost profits insurance cover.
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 Chemiczne Police S.A. (the “Company”) announces that on August 9th 2019 the Central Technical Inspection Laboratory (the “CTIL”) performed a test following the repair of welding joints. Having completed the test, on August 10th 2019, the CTIL gave notice of a minor defect discovered in one of the joints, which needs to be remedied.
Accordingly, the re-start of the plant, originally scheduled for August 11th 2019, as announced by the Company in Current Report No. 39/2019 of July 4th 2019, is expected to take place by August 18th 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
Further to Current Reports No. 9/2019 of March 28th 2019, No. 13/2019 of April 9th 2019, and No. 22/2019 of April 26th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 8th 2019 it was notified of the registration of a share capital increase at the Company’s subsidiary, PDH Polska S.A. of Police (“PDH Polska”), by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, on August 7th 2019.
Following the registration, the share capital of PDH Polska was increased from PLN 304,000,000 to PLN 467,339,000. Currently, the total number of shares of all issues is 46,733,900 (previously: 30,400,000). Their par value is PLN 10 per share.
As a result of the share capital increase, the number of shares held by the Company rose from 18,217,875 to 24,768,967 shares with a par value of PLN 10 per share and total value of PLN 247,689,670.
At present, the Company’s interest in the share capital of PDH Polska is 53.00%; the other shareholder in the company is Grupa Azoty S.A.
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 Chemiczne Police S.A. (“Company”) announces that in connection with a defect discovered in boilers of the Synthesis Gas Unit, on July 4th 2019 it received a position from the Technical Inspection Office recommending the Company to conduct welding procedure tests for test welding joints made from materials taken from the operated equipment. Determining a welding procedure will enable effective repair and resumption of production in the second week of August 2019.
The Company announces that during the scheduled maintenance shutdown at the Nitro Business Unit held from April 4th to June 11th 2019, a defect in boilers of the Synthesis Gas Unit was discovered. Consequently, the Ammonia Synthesis and Urea Synthesis units were temporarily shut down as of May 6th 2019. Due to the damage caused by discontinuities in boiler welds, urea production will be entirely shut down until August 11th 2019.
The defect has had no adverse impact on the environment.
The Company is a urea producer with an annual capacity of 400,000 tonnes.
The estimated financial effects of the plant having been temporarily taken offline as a result of the defect will be announced by the Company in a separate current report at a later 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: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) publishes a list of shareholders holding 5% or more of voting rights at the Company Annual General Meeting (“AGM”) held on June 25th 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in voting rights represented at that Annual General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the AGM – 49,500,000
Number of voting rights at the AGM – 49,500,000
Percentage share in voting rights represented at the AGM – 68.69%
Percentage share in total voting rights – 66.00%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the AGM – 12,192,632
Number of voting rights at the AGM – 12,192,632
Percentage share in voting rights represented at the AGM – 16.92%
Percentage share in total voting rights – 16.26%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the AGM – 6,607,966
Number of voting rights at the AGM – 6,607,966
Percentage share in voting rights represented at the AGM – 9.17%
Percentage share in total voting rights – 8.81%
Shareholder State Treasury
Number of shares at the AGM – 3,759,356
Number of voting rights at the AGM – 3,759,356
Percentage share in voting rights represented at the AGM – 5.22%
Percentage share in total voting rights – 5.01%
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached to this report, resolutions passed by the Company’s Annual General Meeting on June 25th 2019, together with the results of voting on the resolutions.
The documents being the subject of Resolutions No. 4–11 voted on at the Annual General Meeting were published by the Company on May 25th 2019 along with its separate and consolidated full-year reports, were attached to Current Reports No. 31/2019 of May 29th 2019 and No. 33/2019 of June 24th 2019, and were also made available on the Company’s website at http://zchpolice.grupaazoty.com/pl/relacje.html.
At the 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: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 25th 2019 it was notified by the State Treasury Department of the appointment of Mirosław Kozłowski to the Company’s Supervisory Board of the 8th joint term of office pursuant to Art. 30.2 of the Company’s Articles of Association.
The Management Board also announces that the newly appointed 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 and that he is not a partner or a shareholder in any competing partnership under civil law, other type of partnership or company, or a member of a governing body of any other competing legal entity.
Mirosław Kozłowski 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 member’s educational background, qualifications, previously held positions and employment records are attached 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 31/2019 of May 29th 2019 and in connection with the Annual General Meeting convened for June 25th 2019 (the “AGM”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, AGM draft resolutions submitted on June 24th 2019 by the State Treasury as a shareholder, concerning item 13 of AGM’s agenda: “Adoption of resolutions to appoint Members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the 8th joint term of office”.
The draft resolutions referred to above will also be published on the Company’s 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 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 Report No. 31/2019 of May 29th 2019 and in connection with the Annual General Meeting (the “AGM”) convened for June 25th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the documents supplementing the materials concerning item 13 of AGM’s agenda “Adoption of resolutions to appoint Members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the 8th joint term of office”.
The attached documents are published following the election of candidates for members of the Grupa Azoty Zakłady Chemiczne Police S.A. Supervisory Board of the 8th term of office, elected by the Company’s and its subsidiaries’ employees. In the election, Iwona Wojnowska and Andrzej Rogowski were elected as candidates to the Supervisory Board.
The documents referred to above will also be published on the Company’s 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 March 29th 2018 (Dz.U. of 2018, item 757).
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), acting under an authorisation granted by the Company’s General Meeting under Section 3.3(a) of Resolution No. 7 of the Extraordinary General Meeting of April 26th 2019 to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for pre-emptive rights in respect of the new shares, convert into book-entry form and seek the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association (the “Resolution”), announces that on June 5th 2019 it resolved to suspend the implementation of the Resolution.
The Company is the owner and perpetual usufructuary of certain agricultural properties, within the meaning of Art. 2.1 of the Polish Act on Shaping of the Agricultural System, dated April 11th 2003, each with an area of over 0.3 ha. According to the existing provisions of the Polish Act on Shaping of the Agricultural System, the National Agriculture Support Centre (“KOWR”), acting on behalf of the State Treasury, has the right to purchase shares issued by a company which owns agricultural property with an area exceeding 0.3 ha. According to KOWR’s interpretation of the provisions of the Polish Act on Shaping of the Agricultural System, upon registration in the National Court Register of the share capital increase related to the issue of the Offer Shares, each investor who has subscribed for Offer Shares would be obliged to notify KOWR of such subscription. Within one month of receiving such notification, KOWR could submit a statement to the effect that it elects to acquire the Offer Shares from the investor for a unit price equal to the Issue Price (unless such price materially differs from the market value of an Offer Share).
A new Act Amending the Act on Shaping of the Agricultural System and Certain Other Acts (the “Amending Act”) dated April 26th 2019, which, having been signed into law by the President of the Republic of Poland, is now awaiting promulgation in Dziennik Ustaw (the Journal of Laws), will change the currently effective procedures concerning KOWR’s rights related, in particular, to new share issues by public companies. The Amending Act will enter into force 14 days after its promulgation in Dziennik Ustaw.
The Management Board believes that the intention of the legislator is – in the event of an issue of new shares by a public company – to replace KOWR’s existing right to acquire new shares in the company owning agricultural property with KOWR’s right to purchase such agricultural property whose owner or perpetual usufructuary is the issuing company. In view of the transitional provisions set out in the Amending Act, the Offering planned by the Company would be subject to the still existing regulations, including in particular the provisions concerning KOWR’s right to acquire the Offer Shares. According to the position of the Central Securities Depository of Poland (the “CSDP”) as notified to the Company, both under the current legal regime and the regime which would apply to the Company after the Amending Act enters into force, there is a risk of refusal to register allotment certificates for the Offer Shares with the CSDP. If allotment certificates for the Offer Shares are not registered with the CSDP, it would prevent the introduction of the allotment certificates to trading on the WSE. As a consequence, in the period until the registry court registers the increase in the Company’s share capital by way of the issue of the Offer Shares and until KOWR decides whether it elects to exercise its right to acquire the Offer Shares, investors would not be able to trade in the allotment certificates for the Offer Shares or the Offer Shares themselves. Moreover, the application of an improper procedure concerning KOWR’s rights under the Act on Shaping of the Agricultural System would render the entire issue of the Offer Shares null and void. This risk cannot be completely ruled out, given doubts as to the proper interpretation of the provisions of the Amending Act. In the opinion of the Company’s Management Board, the above issues could expose potential investors to material risks, which the Company would not be able to eliminate under the applicable legal framework. In consequence, the Company’s Management Board concluded that it would be in the best interests of both potential investors and the Company itself to temporarily suspend the Offering until KOWR can exercise its rights without the risk of the allotment certificates for the Offer Shares not being traded on the WSE and the risk of the issue of Series C Shares becoming null and void.
The Company will keep monitoring the situation on the capital market and any changes in the regulatory environment regarding KOWR’s rights. The Company’s Management Board expects to resume the offering of the new shares in Q3 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. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the draft resolutions to be deliberated at the Company’s Annual General Meeting convened for June 25th 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered into the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 395, Art. 399.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code, hereby convenes an Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., to commence at 12.00 noon on June 25th 2019, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. The shares confer 75,000,000 voting rights as at the date of this notice, that is May 29th 2019.
Agenda of the Meeting:
Right to participate in the Annual General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Annual General Meeting), i.e. on June 9th 2019, have the right to participate in the Annual General Meeting.
In order to participate in the Annual General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than May 29th 2019 and no later than on the first weekday following the record date for the Annual General Meeting, that is no later than June 10th 2019 – to issue personal certificates confirming their right to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. In accordance with the laws and regulations governing trade in financial instruments, such certificates confirming the shareholders’ rights to participate in the Annual General Meeting will serve as the basis for preparation of records submitted to the entity operating the depository for securities.
A list of shareholders entitled to participate in the Annual General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Annual General Meeting, i.e. on June 19th, June 21st and June 24th 2019. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Annual General Meeting by proxy
A shareholder may participate in the Annual General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent a given legal person.
A proxy may exercise all the shareholder's rights at the Annual General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or in electronic form. As of the date of this notice, the Company will publish, for downloading, a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for any errors in filled-in forms or actions of the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Annual General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Annual General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Annual General Meeting, that is by June 4th 2019. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders' right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Annual General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Annual General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communication
The Management Board has not allowed an option for shareholders to participate in the Annual General Meeting or take the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Annual General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Annual General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Annual General Meeting or matters to be placed on the agenda before the date of the Annual General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Annual General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com.
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. 27/2019 of May 20th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) announces that on May 27th 2019 the Company’s Supervisory Board approved the recommendation made by the Company’s Management Board to the Annual General Meeting to allocate the entire net profit for the financial year 2018, in the amount of PLN 29,531,767.29, to the Company’s statutory reserve funds.
A final decision on the allocation of profit for the financial year 2018 will be made by the Company’s 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
Further to Current Report No. 24/2016 of April 13th 2016 and Current Report No. 28/2017 of June 21st 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 23rd 2019 the Company and its parent Grupa Azoty S.A. and the following companies: Grupa Azoty Zakłady Azotowe Puławy 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”).
The representations made by the Customers extend the term of the Individual Contracts. PGNiG will remain the Company’s and the Grupa Azoty Group’s strategic gas supplier until September 30th 2022.
The total value of the Individual Contracts concluded by the Company is estimated at approximately PLN 2.12bn over their four-year term. The applied pricing formula is based on gas market price indices.
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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 20th 2019 the Company’s Management Board passed a resolution to allocate the Company’s entire net profit for the financial year 2018, of PLN 29,531,767.29, to the Company’s reserve funds.
Despite the dividend payment policy proposed in Grupa Azoty’s Strategy for 2013−2020, the Company’s Management Board recommends that the total net profit for 2018 be left with the Company. The retained profit will serve as security for the planned investment projects – in particular, it will finance the Company’s contribution in the Polimery Police project.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to allocate the 2018 net profit.
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 Chemiczne “Police” S.A. (hereinafter the “Issuer”) hereby notifies that on 11 May 2019 the Issuer’s subsidiary – PDH Polska S.A. (“PDH”) and Hyundai Engineering Co., Ltd. (“Contractor”) entered into a contract for engineering, procurement and construction of the Polimery Police Project (“Polimery Police Project”), on a turn key basis, for the lump sum remuneration (“EPC Contract”). The Issuer notified, in current report no. 17/2019 dated 18 April 2019, of the fact that the bid submitted by the Contractor, as a general contractor, was finally selected within the tender for the award of the contract for engineering, procurement and construction of the Polimery Police Project.
The subject matter of the EPC Contract is the engineering, procurement and construction of the Polimery Police Project, i.e. a new petrochemical complex in Police, which comprises five sub-projects: (i) propane dehydrogenation process unit (PDH Unit), (ii) polypropylene production unit (PP Unit), (iii) system for polypropylene packaging, storage, logistics and dispatch, (iv) auxiliary units and interconnections, and (v) handling and storage terminal comprising port facilities for the unloading and storage of propane and ethylene from seagoing vessels. The planned target of the PDH Unit is to be 400 thousand tonnes of propylene with the purity of 99.6% of its volume (polymer grade propylene) per 8000 hours, and the performance of the PP Unit is to be as well 400 thousand tonnes of polypropylene of various type per 8000 hours.
The EPC Contract was entered into on the basis of the EPC LSTK (Engineering, Procurement and Construction Lump Sum Turn Key) formula. Under the EPC Contract the Contractor will comprehensively develop, including it will design and construct, a new Polimery Police petrochemical complex, and will procure achieving and maintaining the guaranteed parameters specified in the licence agreements concerning the PDH Unit and the PP Unit.
Within the EPC Contract PDH is entitled to instruct the Contractor to perform the optional scope on the terms and upon remuneration strictly specified in the EPC Contract. The optional scope includes six additional options: (i) execution of dredging works in the fairway from the Mijanka Terminal to the Handling and Storage Terminal - deepening from 10.5 m to 12.5 m in the Kanał Policki Channel, (ii) execution of Water Treatment Plant related to the Issuer’s investments, (iii) execution of the Nitrogen Plant for the PDH Unit and PP Unit, (iv) laboratory equipment for the purposes of the Polimery Police Project, (v) equipment for production and maintenance services, and (vi) warranty extension from 24 months up to 36 months for anti-corrosion coatings and fire protection coatings. The total remuneration for the optional scope is EUR 35,938,000.
The period of warranty granted by the Contractor in respect of particular sub-projects is 24 months from the date of the provisional acceptance certificate concerning a given sub-project, and in respect of the anti-corrosion and fire protection coatings the EPC Contract stipulates a possibility of extending such period up to 36 months.
The remuneration due to the Contractor is lump sum remuneration and amounts to EUR 992,811,000 net for the basic scope. The lump sum remuneration is subject to changes only in exceptional situations specified in the EPC Contract, within the change procedure. The remuneration will be payable in instalments after the completion and acceptance of subsequent stages of the Polimery Police Project development.
The EPC Contract stipulates liquidated damages to be paid to PDH in such events as: (i) the Contractor’s delay in the performance of the key project milestones - up to the total amount of 10% of the remuneration, (ii) a failure to achieve the guaranteed parameters - up to the total amount of 10% of the remuneration; and (iii) PDH’s rescission of the EPC Contract - in the amount of 10% of the remuneration. The total sum of the liquidated damages (on all accounts) payable by the Contractor is limited to 20% of the remuneration.
The Contractor’s liability on account of all claims arising from the EPC Contract is limited to 30% of the remuneration. The above limitation does not apply to the liability for non-performance or improper performance of the Contractor’s obligations under the warranty, the intellectual property rights and the confidentiality obligation, as well as for actions or omissions due to its willful misconduct or gross negligence.
The commencement of the performance of the Contractor’s obligations is scheduled for 1 August 2019 (Commencement Date), with the reservation that until the issue of the Full Notice to Proceed the parties will proceed with the performance of its obligations only in a limited scope expressly indicated in the EPC Contract. PDH has the right to issue the Full Notice to Proceed within four months from the Commencement Date.
The delivery of the Polimery Police Project for operation on the basis of an integrity test protocol signed by the parties should take place within a maximum period of forty months from the Commencement Date.
The parties to the EPC Contract are entitled to rescind it and suspend its performance on the terms specified therein. In particular, PDH will be entitled to rescind the EPC Contract with immediate effect if: (i) meeting all minimum guaranteed parameters in the period specified in the EPC Contract is not confirmed within the acceptance tests or the integrity test, except where the Contractor proves it is not liable for the failure to meet them; (ii) the maximum limit of the liquidated damages for delay payable by the Contractor is reached; (iii) the Contractor is in delay with the completion of any of the key milestones of the Polimery Police Project by more than 120 days; (iv) the Contractor otherwise infringes any material obligation or persistently violates any obligations arising from the EPC Contract, if the Contractor fails to remedy such violation within a period specified by PDH in written summons, not shorter than one month. In the above events PDH will pay the Contractor a portion of the remuneration due for the documentation, deliveries and works properly performed and accepted. PDH may exercise its right to rescind the EPC Contract within 30 days from the end of the basic warranty period.
Notwithstanding the above, if PDH fails to issue the Full Notice to Proceed within four months from the Commencement Date, each party will have the right to rescind the EPC Contract with immediate effect. In the above case PDH will (i) pay the Contractor a portion of remuneration due for the documentation, deliveries and works performed and accepted; (ii) reimburse the Contractor for any evidenced and reasonable costs of purchasing equipment and material ordered but not yet delivered to the site insofar as the Contractor cannot cancel the order on a no-cost basis; and (iii) reimburse the Contractor for any other evidenced and reasonable costs, accepted by PDH, incurred by the Contractor or which the Contractor is obliged to incur in relation to the rescission, with the reservation that the value of the remuneration payable to the Contractor and the value of all reasonable and evidenced costs returned to the Contractor will not exceed EUR 30 million.
The total estimated budget of the performance of the Polimery Police Project is approximately EUR 1.5 billion, of which approximately EUR 1.2 billion will be capital expenditures (the Contractor’s remuneration, purchase of licences, preparatory works, capitalised costs of remuneration etc.). The remaining amount will comprise non-capitalised costs of PDH operation, financial expenses during the construction period and provisions made for the debt service and project development cost overruns, resulting from the specifics of financing the Polimery Police Project based on the project finance formula.
Legal grounds: Art. 17 sec. 1 of the 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 (Official Journal of the European Union dated 12 June 2014, no. L 173/1, as amended).
Further to Current Reports No. 14/2019 and No. 15/2019 dated 12 April 2019, the Management Board of Grupa Azoty Zakłady Chemiczne “Police” S.A. (the “Company”) announces that on 10 May 2019 the Company, the Company’s parent company – Grupa Azoty S.A., the subsidiary of the Company and Grupa Azoty S.A. – PDH Polska S.A. (“PDH”), Hyundai Engineering Co., Ltd (“Hyundai”), and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”), jointly referred to as the “Parties”, signed an investment cooperation agreement (the “Investment Cooperation Agreement”), which is the starting point for negotiations on the potential participation of Hyundai and KIND in the financing of the Polimery Police project planned by PDH (the “Polimery Police Project”) by way of Hyundai and KIND acquiring new shares in the share capital of PDH and contributing, respectively, USD 80m and USD 50m to the share capital of PDH (the “Investment”).
In accordance with the Investment Cooperation Agreement, the Parties will conduct discussions and negotiations in good faith, aimed at agreeing on all significant elements of participation of Hyundai and KIND in the financing of the Polimery Police Project.
The Company underlines that the Investment Cooperation Agreement does not constitute the Parties’ commitment to undertake the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including positive results of due diligence for the Investment and obtaining relevant internal approvals by Hyundai and KIND for the Investment.
The Investment Cooperation Agreement is valid until 1 December 2019.
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 Chemiczne Police S.A. (the “Company”), presents below its answers, provided pursuant to Art. 428.5 of the Commercial Companies Code, to questions asked by shareholders during the Extraordinary General Meeting on April 26th 2019 in accordance with Art. 428.1 of the Commercial Companies Code.
Aware of how important it is that the shareholders have access to information on the Company’s operations, the Company’s Management Board fulfils disclosure requirements for a public company, acting with utmost care and in compliance with the applicable legal regulations. Compliance with the market communication policy and ensuring the shareholders’ access to all information necessary to make investment decisions are among the Company’s priorities, as they ensure transparency of the Company’s operations, as well as broad and equal access to information.
Question 1:
What will be the impact on the Company’s performance of the European Union Directive on reducing the use of disposable plastic packaging and products, and the ban on single-use plastic bags in the State of New York as of March 2020?
Answer:
The proposed regulations of the European Commission Directive include restrictions on making available certain plastic products and supplying such products for distribution, consumption or use on the European Union market. The Directive is to apply to a specific list of end products manufactured from plastics (i.e. consisting of a polymer), such as food packaging, beverage cups, cotton swabs, cutlery (forks, knives, spoons, chopsticks), plates, straws, etc. The planned amendments to the New York State legislation include the ban on the use of plastic bags, mainly in retailing, and their replacement with paper bags. The proposed regulations provide for numerous exceptions, including bags used for keeping food, bags for packaging unprocessed and raw food (meat, fish, fruit, vegetables, grain products, etc.), refuse bags etc.
The above regulations are expected to take effect in 2020 (the New York State legislation) and 2021 (the EU legislation). Considering the above, it should be noted that the Company does not publish operating forecasts, and therefore it cannot answer questions concerning forecast performance. The Company also points out that the plastic to be manufactured by the Polimery Police project is polypropylene, which attracts the strongest global demand compared with other plastics. Since the Polimery Police project will manufacture polymer granules (polypropylene (PP) granules) rather than certain end products, the effect of the regulations on the Company’s operations will be limited. Given its properties (including high heat distortion temperature, high chemical resistance, low density and high transparency), polypropylene is widely used in most sectors of the economy, including packaging, textile, automotive and construction sectors. Thanks to a broad range of polypropylene applications, its manufacturers are secured against the risk of economic fluctuations in various sectors, because in the case of reduced demand for polypropylene in one sector it is relatively easy to place the product with customers from other industries. Moreover, as compared with other plastics, polypropylene is one of the most environmentally friendly and chemically neutral products, consisting only of hydrogen and carbon. Just for comparison’s sake, approximately 30% of another commonly used plastic, PVC, is chlorine, classified as an environmentally hazardous substance. The Management Board believes that even if there are limited possibilities to sell PP granules to manufacturers of single-use products specified in the Directive and those planned to be banned in the State of New York, the Company will continue to be able to commercialise its offering in a diversified and sustainable manner to other sectors of the economy.
Question 2:
The construction of the plant is to cost almost PLN 7bn, double the value of the entire Grupa Azoty Group as a whole and seven-fold the value of Grupa Azoty Police S.A. What will the project’s profitability be? Please give the exact projected full-year profit distributable to the shareholders of that company a year after the launch of the entire project. In the prospectus and statement of the project rationale, the Management Board points out that profitability will be significant; what does it mean: 10% or 30%?
Answer:
Grupa Azoty Police does not publish any forecasts concerning the operations of the Polimery Police project; therefore, it cannot answer questions concerning projected profitability and other indicators for the project. However, analyses performed by reputable market and business consultants engaged by Grupa Azoty Police show that the Polimery Police project offers good financial indicators and thus its implementation is reasonable for the Grupa Azoty Group. Currently, PDH expects the new plant to increase the Grupa Azoty Group’s consolidated sales by a projected amount of approximately PLN 2.5bn in 2024 (the amount does not include revenue from the completed acquisition of Compo Expert).
Question 3:
What amount of proceeds does the Management Board expect from the issue?
Answer:
The total value of the public offering addressed to the existing shareholders of Grupa Azoty Police is estimated at approximately PLN 1bn. Details of the planned public offering of shares will be provided in the prospectus, which will be published following its approval by the Polish Financial Supervision Authority.
Question 4:
Please give the issue price of the shares.
Answer:
The Management Board of Grupa Azoty Police will set the issue price of Series C Shares and the final number of shares to be offered on the basis of the authorisation granted in the Extraordinary General Meeting’s resolution of April 26th 2019. Such information will be published within the timeframe specified in a detailed schedule included in the Grupa Azoty Police’s prospectus.
Question 5:
By what amount will the share capital of PDH Polska be increased?
Answer:
On April 26th 2019, the General Meeting of PDH resolved to increase the company’s share capital by PLN 163,339,000 through the issue of 16,333,900 new shares with a par value of PLN 10 per share. The new shares will be subscribed for in a private placement by Grupa Azoty Police, which will subscribe for shares with a par value of PLN 65,510,920, and Grupa Azoty S.A., which will subscribe for shares with a par value of PLN 97,828,080.
In connection with the implementation of the project, the Company plans further share capital increases at PDH, to be carried out on dates harmonised with the schedule of PDH’s expenses on the project. In particular, the share capital of PDH is to be increased with proceeds obtained by Grupa Azoty Police from a public offering of shares. Details of the planned public offering of shares will be provided in the prospectus, which will be published following its approval by the Polish Financial Supervision Authority.
Question 6:
Does it make sense to increase the share capital of Grupa Azoty Police S.A. if the issue proceeds are to be used to finance PDH Polska S.A.’s investment projects and its share capital increase? Why is the share capital of PDH Polska S.A. not increased directly? For instance, by the State Treasury or investment funds becoming PDH shareholders.
Answer:
PDH is a special purpose vehicle which has been incorporated by Grupa Azoty Police and Grupa Azoty S.A. for the implementation of the Polimery Police investment project. The project is being implemented on a project finance basis, whose key element is the selection of financing sources. The financing sources for the project have been selected based on the diversification principle, and include equity. As PDH does not currently generate revenue from operations, a capital injection needs to be funded by its current shareholders. However, considering the amount of equity required in the financing structure, in order for Grupa Azoty Police to be able to contribute a sufficient amount to the increased share capital, it needs to raise funds from the planned share issue. Therefore, it is necessary to increase the share capital at both Grupa Azoty Police and PDH level. The objective of the selected structure is primarily to enable financial consolidation and to maintain control of PDH. Also, in this way Grupa Azoty Police will directly benefit from the effects of PDH’s and the Polimery Police’s operations.
The General Meeting of the two companies resolved to increase their share capitals on April 26th 2019.
Legal basis: Par. 19.1.12 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. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting convened for April 4th 2019 and resumed after an adjournment on April 26th 2019, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Extraordinary General Meeting and in total voting rights.
List of shareholders holding 5% or more of the voting rights at the EGM until the adjournment (April 4th 2019):
Shareholder: Grupa Azoty S.A.
Number of shares at the EGM – 49,500,000
Number of voting rights at the EGM – 49,500,000
Percentage share in voting rights represented at the EGM – 68.69%
Percentage share in total voting rights – 66.00%
Shareholder: Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 12,192,632
Number of voting rights at the EGM – 12,192,632
Percentage share in voting rights represented at the EGM – 16.92%
Percentage share in total voting rights – 16.26%
Shareholder: Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM – 6,607,966
Number of voting rights at the EGM – 6,607,966
Percentage share in voting rights represented at the EGM – 9.17%
Percentage share in total voting rights – 8.81%
Shareholder: State Treasury
Number of shares at the EGM – 3,759,356
Number of voting rights at the EGM – 3,759,356
Percentage share in voting rights represented at the EGM – 5.22%
Percentage share in total voting rights – 5.01%
List of shareholders holding 5% or more of the voting rights at the EGM following the resumption on April 26th 2019:
Shareholder: Grupa Azoty S.A.
Number of shares at the EGM – 49,500,000
Number of voting rights at the EGM – 49,500,000
Percentage share in voting rights represented at the EGM – 68.69%
Percentage share in total voting rights – 66.00%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 12,192,632
Number of voting rights at the EGM – 12,192,632
Percentage share in voting rights represented at the EGM – 16.92%
Percentage share in total voting rights – 16.26%
Shareholder: Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM – 6,607,966
Number of voting rights at the EGM – 6,607,966
Percentage share in voting rights represented at the EGM – 9.17%
Percentage share in total voting rights – 8.81%
Shareholder State Treasury
Number of shares at the EGM – 3,759,356
Number of voting rights at the EGM – 3,759,356
Percentage share in voting rights represented at the EGM – 5.22%
Percentage share in total voting rights – 5.01%
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: Article 17(1) of MAR – Inside information
Further to Current Report No. 9/2019 of March 28th 2019 and Current Report No. 13/2019 of April 8th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 26th 2019 the General Meeting of the Company’s subsidiary PDH Polska S.A. passed a resolution to increase the share capital of PDH Polska S.A. by PLN 163,339,000 by way of issue of 16,333,900 new shares with a par value of PLN 10 per share.
The new shares will be acquired in a private placement by
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 Chemiczne Police S.A. (the “Company”) announces that on April 26th 2019 the Company, the Company’s parent Grupa Azoty S.A., the Company’s subsidiary PDH Polska S.A. (“PDH”), and Grupa Lotos S.A. (“Grupa Lotos”), jointly referred to as the “Parties”, signed a letter of intent (the “Letter of Intent”), which is the starting point for negotiations on the potential participation of Grupa LOTOS in the financing of the Polimery Police project planned by PDH (the “Polimery Police Project”) by way of Grupa LOTOS acquiring new shares in the share capital of PDH and contributing up to PLN 500m to the share capital of PDH (the “Transaction”).
In accordance with the Letter of Intent, the Parties will conduct negotiations to agree on all material aspects of Grupa LOTOS’ participation in the financing of the Polimery Police Project.
The Letter of Intent does not constitute a firm commitment of the Parties to make the Transaction. The Company will report on the progress of the negotiations in separate current reports.
The Letter of Intent is valid until October 31st 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, 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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, draft resolutions concerning an increase of the Company’s share capital by way of issue of new shares with pre-emptive rights, public offering of the new shares, setting of the record date for pre-emptive rights in respect of the new shares, conversion into book-entry form and seeking admission and introduction of pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amendments to the Company’s Articles of Association, submitted by Grupa Azoty S.A. and Otwarty Fundusz Emerytalny PZU Złota Jesień, the Company shareholders, during the Extraordinary General Meeting held on April 26th 2019.
The Management Board also publishes, attached hereto, the resolution passed by the Extraordinary General Meeting on April 26th 2019, together with the results of voting on the resolution.
During the General Meeting, one objection to the resolution was raised and recorded in the minutes.
Legal basis: Par. 19.1.4, Par. 19.1.6 and Par. 19.1.9 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: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes the estimates of key consolidated financial results of the Company for Q1 2019.
Revenue: PLN 726.7m
EBITDA: PLN 89.7m
Net profit/(loss): PLN 48.6m
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the non-financial report for 2018 covering Grupa Azoty Zakłady Chemiczne Police S.A. and the Grupa Azoty Zakłady Chemiczne Police 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 http://zchpolice.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. 7/2019 of March 19th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 18th 2019 it was notified that the Management Board of the Company’s subsidiary PDH Polska S.A. (“PDH”) passed a resolution to finally select Hyundai Engineering Co., Ltd. as the general contractor in the tender for the award of contract for turnkey execution of the Polimery Police project (the “Project”), for a lump sum price of EUR 992,811,000.00, VAT exclusive (basic scope).
Additionally, in connection with the implementation of the Project, the Company will have to incur capital expenditure to adapt the energy infrastructure, improve fire safety, and reduce the negative environmental impact of the existing and planned units. The Company’s Management Board currently estimates that the capital expenditure will not exceed PLN 100m.
The Company also announces that on April 18th 2019 the Supervisory Board of PDH issued a favourable opinion on conclusion of a contract with the selected general contractor.
In accordance with the tender timetable, the execution of the contract with the selected contractor is planned for the second quarter of 2019, while the execution of the Project under the contract is to be completed in the fourth quarter of 2022.
The signing of legally binding documents concerning 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.
Further to Current Report No. 1/2019 of January 15th 2019 and Current Report No. 10/2019 of April 1st 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the release date for the separate and consolidated full-year reports for 2018 has been changed. The reports will be released on April 25th 2019 instead of April 30th 2019.
Given the above, the Management Board announces that in 2019 periodic reports will be released 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).
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 12th 2019 the Company’s subsidiary PDH Polska S.A. (“PDHP”) received a letter of intent (the “Letter of Intent”) from Hyundai Engineering Co, Ltd. (“Hyundai”) concerning potential participation of Hyundai in the financing of PDHP’s planned Polimery Police project (the “Polimery Police Project”), that would involve making a contribution to PDHP’s share capital of up to USD 80m (the “Investment”). Accordingly, PDHP and Hyundai will now proceed to negotiate the terms and conditions of the Investment.
The Company would like to note that the Letter of Intent does not constitute a firm commitment of Hyundai to make the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including obtaining relevant approvals and resolutions from PDHP’s competent governing bodies.
The Letter of Intent is valid until October 12th 2019.
The Company further announces that as at the date of this report no final decision has been made by PDHP to select any of the three bidders who submitted bids in the procedure to award a contract for turnkey execution of the Polimery Police project.
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 Chemiczne Police S.A. (the “Company”) announces that on April 12th 2019 the Company’s subsidiary PDH Polska S.A. (“PDHP”) received a letter of intent (the “Letter of Intent”) from Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) concerning potential participation of KIND in the financing of PDHP’s planned Polimery Police project (the “Polimery Police Project”), that would involve making a contribution to PDHP’s share capital of up to USD 50m (the “Investment”). Accordingly, PDHP and KIND will now proceed to negotiate the terms and conditions of the Investment.
The Company would like to note that the Letter of Intent does not constitute a firm commitment of KIND to make the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including obtaining relevant approvals and resolutions from PDHP’s competent governing bodies.
The Letter of Intent is valid until October 12th 2019.
The Company further announces that as at the date of this report no final decision has been made by PDHP to select any of the three bidders who submitted bids in the procedure to award a contract for turnkey execution of the Polimery Police project.
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. 9/2019 of March 28th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 8th 2019 the Company’s Supervisory Board passed a resolution to approve the acquisition of 6,551,092 new shares in PDH Polska S.A.
Under the resolution, the Supervisory Board granted approval for the Management Board to acquire 6,551,092 new shares in PDH Polska S.A., with a par value and issue price of PLN 10 per share, and total value of PLN 65,510,920.00 (sixty-five million, five hundred and ten thousand, nine hundred and twenty złoty, 00/100).
The acquisition will be effected by the Company subscribing for new shares in the increased share capital of PDH Polska S.A.
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.
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company Extraordinary General Meeting on April 4th 2019, together with the results of voting on the resolutions.
The Management Board also publishes a draft resolution that was put to vote at the Extraordinary General Meeting but was not carried.
During the Extraordinary General Meeting, objections were raised to Resolution No. 1 and Resolution No. 3.
Legal basis: Par. 19.1.6, Par. 19.1.8 and Par. 19.1.9 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.
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that its Extraordinary General Meeting convened for April 4th 2019 passed a resolution to adjourn the General Meeting.
The Meeting will be resumed at 12.00 noon on April 26th 2019 at the Company’s registered office at ul. Kuźnicka 1 in Police.
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
Further to Current Report No. 1/2019 of January 15th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that at present the Company does not meet the statutory conditions for mandatory publication of a consolidated report on payments to governments for 2018 and, therefore, will not publish such a report.
Given the above, the Management Board announces that in 2019 periodic reports will be released as per the following updated schedule that reflects the above fact. The dates for issue of periodic reports remain unchanged except for cancellation of the date for issue of the consolidated report on payments to governments, which was to be published on April 30th 2019.
Legal basis: Par. 80.2 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
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 28th 2019 the Company’s Management Board passed a resolution to acquire 6,551,092 new issue shares in PDH Polska S.A. for the issue price of PLN 10.00 per share, i.e. for a total amount of PLN 65,510,920.00 (sixty-five million, five hundred and ten thousand, nine hundred and twenty złoty, 00/100).
The acquisition will be effected by the Company subscribing for new shares in the increased share capital of PDH Polska S.A.
The planned share capital increase is to be carried out by way of a private placement, with the existing shareholders’ pre-emptive rights waived in full.
The Management Board will request the consent of the Supervisory Board for the implementation of the resolution.
Currently, the Company holds directly 59.9% of shares in PDH Polska S.A. 40.1% of shares are held by Grupa Azoty S.A.
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 Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005
Text of the report:
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes below the information provided to a shareholder in response to the questions submitted by the shareholder under Art. 428.6 of the Commercial Companies Code.
1. Expected economic parameters of the Police Polymers project (the “Project”), including the Project’s estimated value, expected return on investment (ROI), and expected return on the Company’s equity (ROE) on implementation of the Project, date of adopting the assumptions underlying those metrics considering the time of commencing Project execution.
2. Financing structure of the Project, including the percentage share of the Company’s equity in Project financing and the percentage share of borrowed funds, with information on the sources of those funds (letters of promise issued by banks, letters of intent).
3. Analysis of risks associated with Project implementation and planned risk mitigation methods.
4. Information on whether the Project’s stages reflect the planned timetable of Project implementation and financing stages.
5. Polypropylene market analysis and growth prospects, in particular at the time of planned Project completion (i.e. placing the polypropylene unit in service), expected market share in the domestic and international polypropylene market, as well as opportunities and threats for the Company related to selling the planned output on those markets.
If the Company shareholders decide to increase the Company’s share capital in connection with the planned share issue, more detailed information on the market environment will be presented in the issue prospectus being prepared by the Company.
6. Information on whether PDHP has secured a strategic investment and commercial partner for the Project.
PDHP is pursuing the Project together with Grupa Azoty Group companies. Currently, no other strategic investment or commercial partner is involved in the Project.
7. Information on whether the Company has the operational competence to deliver the Project’s business model, including the Company’s competence and ability to sign contracts for the supply of feedstocks and sale of products to be manufactured by the Project units (as well as information on relevant contracts or letters of intent already signed, if any).
The Project is implemented by a qualified and experienced team of PDHP employees. Both the management staff and the specialists engaged in the Project have experience in executing industrial projects of a scale similar to that of the Project’s, both in Poland and abroad (including experience in preparing projects for implementation and commissioning).
Additionally, in implementing the Project under the project finance model, PDHP works or has worked with reputable market, legal, business, insurance, environmental, technical and other advisers.
The Company’s trading activities focus on securing suppliers of key feedstocks and potential polypropylene buyers. In parallel, the Company is analysing potential customers’ demand for individual product types as this will affect the production and sales strategy.
By the date of issue of this report, letters of intent had been signed with raw material suppliers, providing for more-than-sufficient supplies of propane and ethylene for the unit. In addition, letters of intent have been signed for the sales of polypropylene volumes largely exceeding the unit’s annual production capacity.
In line with market practice, supply contracts with direct customers and distributors will be negotiated immediately before the launch of the unit.
9. Information on whether the procedure to select the general contractor for the Project has been completed and on the validity date of the bids received by PDHP in the procedure.
10. Information on alternative scenarios for the financing of the Project in the event that the Company shareholders do not exercise (or only partially exercise) pre-emptive rights in the planned rights issue.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent 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 Chemiczne Police S.A. (the “Company”) announces that on March 19th 2019 it was notified that the Management Board of PDH Polska S.A., a subsidiary of the Company, passed a resolution to admit Hyundai Engineering Co., Ltd. as a pre-selected bidder (the “Pre-selected Bidder”) in a tender to award a contract for turnkey execution of the Police Polymers project (the “Project”), for a lump sum price.
From among all the bidders, the Pre-selected Bidder most closely meets the requirements defined by PDH Polska S.A. in the tender documentation. PDH Polska S.A. will hold further talks with the Pre-selected Bidder to agree on all details of implementing the Police Polymers project, in particular those concerning the financing of the Project and its insurance structure.
The Company’s Management Board announces that three bids were submitted in the tender. In addition to the bid submitted by Hyundai Engineering Co., Ltd., bids were submitted by two consortia, one led by Technip Italy S.p. A. and the other by Tecnimont S.p. A.
Based on an analysis of the bids, the amount of remuneration under the general contractor agreement for the Police Polymers project (basic scope) will not exceed EUR 1bn. This means that the total capital expenditure on the Project should not exceed EUR 1.18bn, according to the estimates made by PDH Polska S.A. as at the date of this report. This amount covers, in addition to the remuneration for the performance of the general contractor agreement, the capital expenditure incurred to date, site preparation, payment for technological licences, and purchase of catalysts. The total budget for the Project, including the cost of financing during the construction phase and the reserves required under the project finance model, should not exceed EUR 1.52bn. It is also currently assumed that during the operating phase PDH Polska S.A. will need additional working capital financing of EUR 176m.
Based on the financial model, the Police Polymers project shows high economic viability despite an increase in its budget.
In accordance with the tender timetable, the execution of the contract with the selected contractor is planned for the second quarter of 2019, while the execution of the Police Polymers project under an agreement with the general contractor is to be completed in the fourth quarter of 2022.
The signing of legally binding documents concerning the Police Polymers 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) hereby publishes, attached hereto, the draft resolutions to be deliberated at the Company’s Extraordinary General Meeting convened for April 4th 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered into the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 399.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting of the Company, to commence at 12.00 noon on April 4th 2019, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. The shares confer 75,000,000 voting rights as at the date of this notice, that is March 8th 2019.
Agenda of the Meeting:
Right to participate in the Extraordinary General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at March 19th 2019, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than after the notice of the Extraordinary General Meeting is issued, that in no earlier than on March 8th 2019, and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than on March 20th 2019 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. In accordance with the laws and regulations governing trade in financial instruments, such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will serve as the basis for preparation of records submitted to the entity operating the depository for securities.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on April 1st, 2nd and 3rd 2019. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by March 14th 2019. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com.
***
The amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A. proposed under item 7 of the agenda
I. Art. 6 of the Company’s Articles of Association, reading:
“The Company’s share capital shall amount to PLN 750,000,000,00 (seven hundred and fifty million złoty).”
shall be amended to read as follows:
“The Company’s share capital shall amount to no less than PLN 750,000,010.00 (seven hundred and fifty million, ten złoty) and no more than PLN 1,850,000,000 (one billion, eight hundred and fifty million złoty).”
II. Art. 7 of the Company’s Articles of Association, reading:
“The Company’s share capital shall be divided into 75,000,000 shares (seventy-five million) shares with a par value of PLN 10.00 (ten złoty) per share, including:
1) Series A shares numbered from 000 000 001 to 060 000 000.
2) Series B shares numbered from 060 000 001 to 075 000 000.”
shall be amended to read as follows:
“The Company’s share capital shall be divided into no fewer than 75,000,000,001 (seventy-five million and one) and no more than 185,000,000 (one hundred and eighty-five million) shares with a par value of PLN 10.00 (ten złoty) per share, including:
1) Series A shares numbered from 000 000 001 to 060 000 000.
2) Series B shares numbered from 060 000 001 to 075 000 000.
3) Series C shares numbered from 075 000 001 to 185 000 000.”
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) and Article 17(4) of MAR – Inside information
Acting pursuant to Article 17(1) and Article 17(4) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 (the “MAR”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby discloses inside information concerning a resolution passed by the Company’s Management Board on a proposed increase of the Company’s share capital through an issue of new shares with pre-emptive rights (the “Inside Information”).
Disclosure of the Inside Information to the public was delayed on March 4th 2019 under Article 17(4) of the MAR.
Content of the delayed Inside Information:
“The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 4th 2019 it passed a resolution on a proposed share capital increase at the Company through an issue of new shares with pre-emptive rights and amendments to the Company’s Articles of Association.
The proposed share capital increase will be effected through a secondary public offering (“SPO”) in an amount of up to PLN 1,100,000,000 (one billion, one hundred million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of July 2019.
Proceeds from the share issue will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, in particular to diversify revenue streams and increase profitability, and to step up its efforts to expand non-fertilizer business lines. The key task in the pursuit of these strategic goals will be the ‘Police Polymers’ project implemented by PDH Polska S.A., a special purpose vehicle in which the Company and Grupa Azoty S.A. hold interests of, respectively, 59.9% and 40.1%.
Information on the SPO milestones, in particular of convening the Extraordinary General Meeting, will be announced by the Company in separate current reports.”
Disclosure of the Inside Information was delayed until the adoption by the Company’s Supervisory Board of a resolution concerning that body’s opinion on the proposed share capital increase and related amendments to the Articles of Association.
The Company’s Management Board announces that on March 8th 2019 the Company’s Supervisory Board passed a resolution in which it gave its opinion on the proposed share capital issue and amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.
In accordance with the third subparagraph of Article 17(4) of the MAR, the Company will, immediately after the publication of this Current Report, notify the Polish Financial Supervision Authority of the delayed disclosure of the Inside Information by providing a written explanation of how the conditions set out in Article 17(4) (a)–(c) of the MAR were met.
Legal basis: Article 17(1) and Article 17(4) 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 Chemiczne Police S.A. ( the “Company”) announces that on February 5th 2019 the Company entered into a trilateral contract with Ameropa AG of Binningen, Switzerland (as the seller) and Somiva SA of Dakar-Yoff, Senegal (as the producer) for the purchase of low-cadmium phosphate rock sourced from Senegal (the “Contract”).
The Contract was executed for a definite period from February 1st 2019 to February 28th 2021 and defines a specific schedule and other commercial terms of the deliveries. The value of the deliveries to be made under the Contract is estimated at approximately PLN 240,000,000.00.
The other terms and conditions do not differ from standard terms used in contracts of this type.
Information on execution of the Contract was classified as inside information by the Company because it refers to securing supplies of phosphate rock, the key raw material for long-term production of compound fertilizers.
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 Chemiczne Police S.A. (the “Company”) announces that on January 24th 2019 the Company executed a potassium chloride purchase contract (the “Contract”) with JSC Belarusian Potash Company of Minsk, Belarus (as the seller).
The estimated value of the Contract is approximately PLN 130,000,000.00. The Contract was concluded for a definite term from January 1st 2019 to June 30th 2019. Under the Contract, potassium chloride is to be delivered according to an agreed delivery schedule and commercial terms.
The other terms and conditions do not differ from standard terms used in contracts of this type.
Information on execution of the Contract was classified as inside information by the Company because it refers to the material issue of securing supplies of potassium chloride, the key raw material for production of compound fertilizers.
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 Chemiczne Police S.A. (the “Company”) will announce its 2018 full-year results and 2019 interim results as per the following schedule:
- Q1 2019 extended consolidated report – May 23th 2019
- Q3 2019 extended consolidated report – November 13th 2019
- H1 2019 extended consolidated report – September 5th 2019
- 2018 separate full-year report – April 30th 2019
- 2018 consolidated full-year report – April 30th 2019
At the same time, the Management Board announces that the Company will not publish separate quarterly reports, 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, as amended) (the “Regulation”). The consolidated quarterly reports will incorporate condensed consolidated quarterly financial statements and quarterly financial information.
Further, the Company will not publish separate and 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 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 Chemiczne Police S.A. (the “Company”) publishes the estimated consolidated financial highlights of the Company for the third quarter of 2018:
Revenue: PLN 552.1m
EBITDA: PLN 5.9m
Net loss: PLN -19.6m
The Company’s Management Board believes the information on the consolidated results to be material as the financial results for the third quarter of 2018 are significantly lower compared with the figures reported by the Company for the same period over the preceding three years. Furthermore, the reported financial results differ from market expectations. The weaker performance in the third quarter of 2018 was mainly attributable to higher prices of energy carriers and CO2 emission allowances. The amounts presented above are estimates and may be changed. The consolidated report for Q3 2018 will be issued on November 8th 2018.
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
Further to Current Report No. 31/2018 of July 20th 2018, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. ( the “Company”) announces, based on a copy of the relevant entry in the business register of the National Court Register obtained on September 4th 2018, that on August 29th 2018 the District Court for Szczecin-Centrum of Szczecin, 13th Commercial Division of the National Court Register, registered amendments to the Company’s Articles of Association.
The registered amendments to the Articles of Association were approved by Resolution No. 21 of the Annual General Meeting of the Company ( the “AGM”) of June 4th 2018 and announced in Current Report No. 27/2018.
The Company’s Management Board publishes, attached hereto, the amendments made by the AGM and a consolidated text of the Articles of Association incorporating these amendments.
Legal basis: Par. 5.1. 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 Chemiczne Police S.A. ( the “Company”) publishes the estimated key consolidated financial data of the Company for the first half of 2018:
Revenue: PLN 1,245.3m
EBITDA: PLN 93.5m
EBITDA excluding one-off items: PLN 93.5m
Net loss: PLN -14.6m
Net profit/loss excluding one-off items: PLN 29.4m
The Company’s Management Board believes the information on the consolidated results to be material as the financial results for the second quarter of 2018 are significantly lower compared with the figures reported by the Company for the same period over the preceding three years. Furthermore, the reported financial results differ from market expectations. The deterioration in financial performance was attributable to the following three key factors in Fertilizers: a significant increase in feedstock prices (particularly natural gas), lower product prices, and unfavourable weather conditions leading to lower sales volumes.
The one-off items are related to the exclusion of African Investment Group S.A. ( “AFRIG S.A.”) from consolidation, as announced by the Company in Current Report No. 33/2018 of August 7th 2018.
The Company further announces that on August 14th 2018 it received USD 3m from DGG Eco Sp. z.o.o as partial payment of the amount due for AFRIG S.A. shares returned in accordance with a supplementary annex to the agreement of December 20th 2017 terminating the Share Sale Agreement of August 28th 2013, as announced by the Company in Current Report No. 24/2018 of May 24th 2018.
Accordingly, the said amount reduced the estimated negative effect of the exclusion of the subsidiary from consolidation from PLN 55m to PLN 44m, which had an impact on the estimated key financial data published in this report.
The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are estimates and may be changed. 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 April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and 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(4) of MAR – Inside information
Further to Current Report No. 43/2017 of December 20th 2017, Current Report No. 4/2018 of March 1st 2018, Current Report No. 6/2018 of March 17th 2018, Current Report No. 9/2018 of March 20th 2018 and Current Report No. 24/2018 of May 24th 2018, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that in the process of preparation of the consolidated financial statements for the first half of 2018 the effect of elimination of African Investment Group S.A. (“AFRIG S.A.”), a subsidiary of the Company, on the consolidated profit or loss was estimated at PLN -55m.
The elimination resulted from loss of control by the Company over its subsidiary AFRIG S.A. following the execution of an annex to the termination agreement with DGG Eco sp. z o.o. (see Current Report No. 24/2018 of May 24th 2018). The negative effect on consolidated profit or loss is chiefly attributable to the fact that the loss of control of AFRIG S.A. does not result in an expiry of the Company’s liability (as a co-borrower) for repayment of a credit facility used by AFRIG S.A. From its identification, that risk was accordingly accounted for in the separate financial statements by recognising provisions for surety for the credit facility. Implementation of the agreement with DGG Eco Sp. z o.o. will have a positive impact on the separate financial result (profit estimated to increase by PLN 3m).
The consolidated and separate financial statements for the period January 1st–June 30th 2018 are currently under review by an auditor and the estimated amounts may 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).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. ...../2018 of July 26th 2018 issued by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Chemiczne Police S.A.; the “Parent” or the “Borrower”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) 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 has been concluded between the EBRD and the Borrower and the Parent’s subsidiaries, including Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., acting as guarantors.
The guarantee has been 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”), 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 investments.
The maximum amount of the guarantee provided by each guarantor, including Grupa Azoty Police, has been set at PLN 200,000,000 (one-third of 120% of the amount provided under the Second EBRD Agreement), with the aggregate maximum guarantee amount of PLN 600,000,000.
Each guarantor is severally liable for the Borrower’s obligations up to its agreed maximum liability (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 on the expiry of the security term, ending on the repayment of debt under the Second EBRD Agreement (concluded for a period of ten years), to be repaid in instalments, starting within three years of the date of the Second EBRD Agreement.
The guarantee has been provided on an arm’s length basis, for an appropriate consideration. The remaining provisions 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 April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and 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 Chemiczne Police S.A. (the “Company”) announces that on July 20th 2018 the Company’s Supervisory Board adopted a consolidated text of the Company’s Articles of Association incorporating the amendments approved by the Annual General Meeting’s Resolution No. 21 of June 4th 2018.
The amendments will come into force upon their registration by the registry court. The Company will publish a current report to announce that the amendments have been registered by the court immediately after it has received information that a relevant decision has been issued by the court.
The consolidated text of the Company’s Articles of Association adopted by the Supervisory Board is attached as an appendix to this Report.
The amendments are presented in detail in Current Report No. 27/2018 of June 4th 2018.
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).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) publishes a correction of Current Report No. 30/2018 of June 29th 2018 on execution of annexes to credit facility agreements with PKO BP S.A.
The correction concerns the following paragraph:
Furthermore, the Overdraft Agreement is connected with the physical cash pooling agreement with PKO BP of September 30th 2016, to which, on June 29th 2018, Grupa Azoty Police and the other 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 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 current accounts.
Otherwise the text of the report remains unchanged. Full text of Current Report No. 30/2018 after correction:
Further to Current Report No. 9/2015 of April 23rd 2015 and Current Report No. 46/2016 of September 20th 2016, as well as Current Report No. 34/2018 published on June 29th 2018 by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Chemiczne Police S.A., the “Parent”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) announces that on June 29th 2018 Grupa Azoty Police together with the Parent and the other key companies of the Parent Group (Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.) signed with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”) an annex to the PLN 240m multi-purpose credit facility agreement of April 23rd 2015 (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 for Grupa Azoty Police was set at PLN 62m.
The Parent is liable to repay all amounts due under the MPCF Agreement, and Grupa Azoty Police 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 each of the Parent’s key subsidiaries (Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy 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 (including Grupa Azoty Police) 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. 68/2011 of December 7th 2011, Current Report No. 30/2013 of August 20th 2013, Current Report No. 9/2015 of April 23rd 2015 and Current Report No. 46/2016 of September 20th 2016, the Management Board of Grupa Azoty Police announces that on June 29th 2018 Grupa Azoty Police together with other 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 current accounts.
As at the date of the annex to the Overdraft Agreement, the sub-limit for Grupa Azoty Police was set at PLN 110.5m. The Parent is liable to repay all amounts due under the Overdraft Agreement, and Grupa Azoty Police 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 each of the Parent’s key subsidiaries (Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy 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 (including Grupa Azoty Police) 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 124m.
The surety agreement supersedes the existing surety agreement securing the Bank’s claims under 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 impose certain restrictions on the Parent and the surety providers, including restrictions on 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 revolving credit facility agreement of April 23rd 2015, amended under the Amending Agreement of June 29th 2018 (see the 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 April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and 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. 9/2015 of April 23rd 2015 and Current Report No. 46/2016 of September 20th 2016, as well as Current Report No. 34/2018 published on June 29th 2018 by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Chemiczne Police S.A., the “Parent”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) announces that on June 29th 2018 Grupa Azoty Police together with the Parent and the other key companies of the Parent Group (Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.) signed with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”) an annex to the PLN 240m multi-purpose credit facility agreement of April 23rd 2015 (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 for Grupa Azoty Police was set at PLN 62m.
The Parent is liable to repay all amounts due under the MPCF Agreement, and Grupa Azoty Police 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 each of the Parent’s key subsidiaries (Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy 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 (including Grupa Azoty Police) 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. 68/2011 of December 7th 2011, Current Report No. 30/2013 of August 20th 2013, Current Report No. 9/2015 of April 23rd 2015 and Current Report No. 46/2016 of September 20th 2016, the Management Board of Grupa Azoty Police announces that on June 29th 2018 Grupa Azoty Police together with other 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.
Furthermore, the Overdraft Agreement is connected with the physical cash pooling agreement with PKO BP of September 30th 2016, to which, on June 29th 2018, Grupa Azoty Police and the other 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 current accounts.
As at the date of the annex to the Overdraft Agreement, the sub-limit for Grupa Azoty Police was set at PLN 110.5m.
The Parent is liable to repay all amounts due under the Overdraft Agreement, and Grupa Azoty Police 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 each of the Parent’s key subsidiaries (Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy 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 (including Grupa Azoty Police) in the aggregate surety amount is not more than one-third (1/3) of 120% of the limit amount, i.e. not more than PLN 124m.
The surety agreement supersedes the existing surety agreement securing the Bank’s claims under 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 impose certain restrictions on the Parent and the surety providers, including restrictions on 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 revolving credit facility agreement of April 23rd 2015, amended under the Amending Agreement of June 29th 2018 (see the 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 April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and 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 Chemiczne Police S.A. ( “Grupa Azoty Police”) 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 Police; 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 Police, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A.) as surety providers (the “Surety Providers”).
The maximum amount of the surety provided by each Surety Provider, including Grupa Azoty Police, has been set at up to PLN 1,200,000,000 (one billion, two hundred million złoty). The Surety Providers’ liabilities under the surety agreement are several but not joint.
The surety expires upon expiry of the security term, which ends upon repayment of debt under the Facility Agreement concluded for up to seven (7) years as of the amending agreement date. In addition, Grupa Azoty Police will submit a statement on voluntary submission to enforcement under the surety granted, up to an amount equal to 100% of the surety.
The surety agreement supersedes the existing surety agreement to the Facility Agreement of April 23rd 2015, as reported on by Grupa Azoty Police in Current Report No. 10/2015 of April 23rd 2015.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and 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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) publishes a list of shareholders holding 5% or more of voting rights at the Company Annual General Meeting (“AGM”) held on June 4th 2018, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in voting rights represented at that Annual General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the AGM – 49,500,000
Number of voting rights at the AGM – 49,500,000
Percentage share in voting rights represented at the AGM – 68.74%
Percentage share in total voting rights – 66.00%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the AGM – 12,140,000
Number of voting rights at the AGM – 12,140,000
Percentage share in voting rights represented at the AGM – 16.86%
Percentage share in total voting rights – 16.19%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the AGM – 6,607,966
Number of voting rights at the AGM – 6,607,966
Percentage share in voting rights represented at the AGM – 9.18%
Percentage share in total voting rights – 8.81%
Shareholder State Treasury
Number of shares at the AGM – 3,759,356
Number of voting rights at the AGM – 3,759,356
Percentage share in voting rights represented at the AGM – 5.22%
Percentage share in total voting rights – 5.01%
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).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) publishes, attached to this report, resolutions passed by the Company’s Annual General Meeting on June 4th 2018, together with the results of voting on the resolutions.
The Management Board also publishes, attached hereto, a draft resolution that was put to vote at the Annual General Meeting but was not carried.
The reports being the subject of Resolutions No. 4, 5, 6 and 7 voted on at the Annual General Meeting were published by the Company on April 19th 2018 along with its separate and consolidated annual report and consolidated report on payments to governments, and were also made available on the Company’s website at http://zchpolice.grupaazoty.com/pl/relacje/raportyr.html
At the Annual General Meeting, none of the shareholders raised an objection 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 16/2018 of May 7th 2018 and Current Report No. 17/2018 of May 8st 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 4th 2018 the Annual General Meeting of the Company passed a resolution to approve the payment of a dividend from the 2017 profit.
1. The amount allocated to dividend payments: PLN 39,750,000.00.
2. Dividend per share: PLN 0.53
3. Dividend is paid on all the Company shares (75,000,000 shares).
4. Dividend record date: July 10th 2018.
5. Dividend payment date: July 24st 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).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) announces that on May 30th 2018 the Company’s Supervisory Board, having completed the recruitment and selection procedure, appointed the following persons to the Company’s Management Board of the 8th joint term of office, expiring on the day of the Company’s Annual General Meeting which is to approve the financial statements for the financial year 2020:
The 8th term of office of the Management Board will begin on the date of the Company’s Annual General Meeting which is to approve the Company’s financial statements for 2017.
The Company’s Management Board further announces that the newly appointed members: Wojciech Wardacki – President of the Management Board, and Włodzimierz Zasadzki, Tomasz Panas, and Anna Tarocińska – Members of the Management Board, have submitted representations to the effect that they are not engaged in any activities outside the Company that would be in competition with the Company’s business, nor are they partners in any competing partnership under civil law or another type of partnership, shareholders in any competing company or members of governing bodies of any competing legal persons.
The representations also contain declarations stating that none of the above persons is entered in the Register of Insolvent Debtors maintained under 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 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 Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) announces that in the face of:
on May 24th 2018, the Company signed an annex to the Termination Agreement, amending the finalisation terms as follows:
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 Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) publishes a list of shareholders holding 5% or more of voting rights at the Company Extraordinary General Meeting (“EGM”) held on May 18th 2018, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in voting rights represented at that Extraordinary General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM – 49,500,000
Number of voting rights at the EGM – 49,500,000
Percentage share in voting rights represented at the EGM – 68.74%
Percentage share in total voting rights – 66.00%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 12,140,000
Number of voting rights at the EGM – 12,140,000
Percentage share in voting rights represented at the EGM – 16.86%
Percentage share in total voting rights – 16.19%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM – 6,607,966
Number of voting rights at the EGM – 6,607,966
Percentage share in voting rights represented at the EGM – 9.18%
Percentage share in total voting rights – 8.81%
Shareholder State Treasury
Number of shares at the EGM – 3,759,356
Number of voting rights at the EGM – 3,759,356
Percentage share in voting rights represented at the EGM – 5.22%
Percentage share in total voting rights – 5.01%
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).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) announces that, in view of the adoption on May 18th 2018 by the Company’s Extraordinary General Meeting ( the “EGM”) of Resolution No. 6 to approve the Rules of Procedure for the General Meeting, it amends draft resolutions pertaining to the following items on the agenda of the Annual General Meeting ( the “AGM”) convened for June 4th 2018:
“2. Appointment of the Chairperson of the General Meeting.”
“4. Adoption of the agenda.”
“5. Appointment of the Ballot Counting Committee.”
The amendment is needed because – under the new Rules of Procedure for the General Meeting adopted by the EGM’s resolution – there has been a change in the legal basis (relevant provisions of the Rules of Procedure for the General Meeting) cited in the draft resolutions pertaining to the above-mentioned items on the AGM’s agenda.
In view of the foregoing, the Management Board publishes, attached hereto, the amended draft resolutions pertaining to the above-mentioned items on the AGM’s agenda.
The other draft resolutions of the AGM published by the Company along with Current Reports No. 19/2018 of May 8th 2018 and No. 20/2018 of May 17th 2018 remain unchanged.
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 Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) presents, attached to this report, a draft resolution to approve the Rules for recruitment of members of the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., submitted after its re-drafting by the shareholder Grupa Azoty S.A., during the Company’s Extraordinary General Meeting held on May 18th 2018.
The Management Board also publishes, attached hereto, the resolutions passed by the Extraordinary General Meeting on May 18th 2018, together with the results of voting on the resolutions.
At the General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
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 Chemiczne Police S.A. (the “Company”), further to the notice of the Annual General Meeting of the Company given in Current Report No. 18/2018 of May 8th 2018 (the ‘AGM”), announces that on May 16th 2018 it received a draft resolution on the matter covered in item 14 of the agenda for the AGM, concerning amendments to the Company’s Articles of Association, from the State Treasury as an entitled shareholder (the “Shareholder”).
The draft resolution submitted by the Shareholder is attached as an appendix to this Current Report.
The Company also publishes a list of proposed amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A., including the amendments referred to above and the amendments announced by the Company in Current Report No. 18/2018 of May 8th 2018.
Legal basis: Par. 19.1.4 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 Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) hereby publishes, attached hereto, the draft resolutions to be deliberated at the Company’s Annual General Meeting convened for June 4th 2018.
The Management Board also publishes, attached hereto, the previously unpublished documents pertaining to matters to be considered by the Annual General Meeting.
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 Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”), entered into the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 395, Art. 399.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code, hereby convenes an Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., to commence at 12.00 noon on June 4th 2018, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a in the Main Office Building S-6.
The total number of shares in Grupa Azoty Zakłady Chemiczne Police S.A. is 75,000,000. The shares confer 75,000,000 voting rights as at the date of this notice, that is May 8th 2018.
Agenda of the Meeting:
1. Opening of the Annual General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Confirmation that the General Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Appointment of the Ballot Counting Committee.
6. Review of the Supervisory Board’s reports on:
a) assessment of the separate financial statements, consolidated financial statements, Directors’ report on the operations in 2017, consolidated report on payments to governments for 2017 and Management Board’s proposal regarding allocation of the net profit for the financial year 2017;
b) activities of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. as the Company’s governing body in the period January 1st–December 31st 2017;
c) assessment of the Company’s condition in the period January 1st–December 31st 2017, including evaluation of its internal control and risk management systems, compliance and internal audit function;
d) assessment of the Company’s fulfilment of disclosure requirements relating to compliance with the adopted corporate governance rules in the period January 1st–December 31st 2017;
e) assessment of the rationale of the sponsorship, charity or similar policies pursued by the Company in the period January 1st–December 31st 2017.
7. Review and approval of Grupa Azoty Zakłady Chemiczne Police S.A.’s full-year separate financial statements for the 12 months ended December 31st 2017.
8. Review and approval of the Grupa Azoty Police Group’s full-year consolidated financial statements for the 12 months ended December 31st 2017.
9. Review and approval of the Directors’ Report on the Company’s operations in 2017.
10. Review and approval of the consolidated report on payments to governments for 2017.
11. Resolution on allocation of the net profit for the financial year 2017.
12. Resolutions to approve the discharge of duties by members of the Company’s Management Board in 2017.
13. Resolutions to approve the discharge of duties by members of the Company’s Supervisory Board in 2017.
14. Resolution on amendment to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A., and authorisation of the Supervisory Board to prepare a consolidated text of the Articles of Association.
15. Closing of the Meeting.
Right to participate in the Annual General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Annual General Meeting), i.e. on May 19th 2018, have the right to participate in the Annual General Meeting. In order to participate in the Annual General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than May 8th 2018 and no later than on the first weekday following the record date for the Annual General Meeting, that is no later than May 21st 2018 – to issue personal certificates confirming their right to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. In accordance with the laws and regulations governing trade in financial instruments, such certificates confirming the shareholders’ rights to participate in the Annual General Meeting will serve as the basis for preparation of records submitted to the entity operating the depository for securities. A list of shareholders entitled to participate in the Annual General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Annual General Meeting, i.e. on May 29th, May 30th and June 1st 2018. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Annual General Meeting by proxy
A shareholder may participate in the Annual General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent a given legal person. A proxy may exercise all the shareholder’s rights at the Annual General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or in electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for any errors in filled-in forms or actions of the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Annual General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Annual General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Annual General Meeting, that is by May 14th 2018. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Annual General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Annual General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communication
The Management Board has not allowed an option for shareholders to participate in the Annual General Meeting or take the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Annual General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Annual General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Annual General Meeting or matters to be placed on the agenda before the date of the Annual General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Annual General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com
***
The amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A. proposed under item 14 of the agenda
I. The following existing wording of Art. 28.1.21 of the Articles of Association :
21) approval of the rules defining the procedure for electing members of the Company’s governing bodies by its employees.
shall be amended to read as follows:
21) approval of the rules defining the procedure for electing members of the Company’s governing bodies by the employees.
II. The following existing wording of Art. 29.3 of the Articles of Association:
3. The Company may appoint, from among members of the Supervisory Board, the (Supervisory Board’s) Audit Committee. The appointment shall be made by delegating members to perform specific supervisory tasks. A resolution appointing members of the Supervisory Board to independently perform supervisory tasks on the Audit Committee shall define the scope of the tasks and the manner of their performance. The powers exercised jointly by the delegated members of the Supervisory Board appointed to the Audit Committee should be determined in compliance with the provisions of Section 4 (The Audit Committee) of Annex I to the European Commission Recommendation of February 15th 2005 of the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (Official Journal of the European Union 52/51 of February 25th 2005). The members of the Supervisory Board delegated to independently perform supervisory tasks on the Audit Committee shall meet the criteria of independence stipulated in Annex II to the EC Recommendation, with the proviso that as long as the State Treasury and its related entities hold in aggregate more than 50% of the Company shares, the criterion stipulated in Section 1(d) of Annex II shall not apply.
shall be amended to read as follows:
3. The Supervisory Board shall appoint an Audit Committee from among its members. The tasks of the Audit Committee should be defined in accordance with applicable laws. A majority of the Audit Committee members, including its chairperson, should meet the independence criteria defined in applicable laws, and at least one member of the Audit Committee should have expertise and competence in accounting or auditing of financial statements. The Audit Committee members should also have the knowledge of and skills required in the industry in which the Company operates. This condition is deemed met if at least one member of the Audit Committee has the knowledge of and skills relevant for that industry or if individual members have the knowledge of and skills relevant for different aspects of that industry.
III. In Art. 30 of the Articles of Association, after Art. 30.6, new Articles 30.7 and 30.8 shall be added, reading:
7. At least two (2) members of the Supervisory Board should meet the independence criteria defined in applicable laws, at least one (1) member of the Supervisory Board should have expertise and competence in accounting or auditing of financial statements and at least one (1) member of the Supervisory Board should have the knowledge of and skills required in the industry in which the Company operates.
8. If the number of members of the Supervisory Board meeting the criteria described in Art. 30.7 falls below the required number, the Company’s Management Board shall promptly convene the General Meeting with an agenda including changes in the composition of the Supervisory Board. Until the number of members of the Supervisory Board is changed to meet the requirements stipulated in these Articles of Association, the Supervisory Board shall operate in its then current composition.
IV. In Art. 32 of the Articles of Association:
a. the following existing wording of Art. 32.1 of the Articles of Association:
i. Some of the Supervisory Board members are elected by the Company employees, pursuant to Art. 14 of the Act on Commercialisation and Privatisation.
shall be amended to read as follows:
1. Some of the Supervisory Board members are elected pursuant to Art. 14 of the Act on Commercialisation and Certain Employee Rights.
b. the following Art. 32.2 of the Articles of Association shall be deleted:
2. As of the date when the State Treasury ceased to be the Company’s sole shareholder, the Company employees retain the right to elect candidates to the Supervisory Board in the following proportions:
a) two persons − if the Supervisory Board consists of up to 6 (six) members,
b) three persons − if the Supervisory Board consists of 7 (seven) to 9 (nine) members.
c. the following existing wording of Art. 32.3 of the Articles of Association:
3. The procedure for election of the Supervisory Board members from among candidates nominated by the Company employees is defined in detail in the Election Rules, adopted by the Supervisory Board by way of a resolution and approved by the General Meeting.
shall be amended so that it shall now be Art. 32.2 and shall read as follows:
2. The procedure for election of the Supervisory Board members from among candidates nominated by the employees is defined in detail in the Election Rules, adopted by the Supervisory Board by way of a resolution and approved by the General Meeting.
d. the following existing wording of Art. 32.4 of the Articles of Association:
4. The results of an election held in accordance with the provisions of Art. 32.1–3 shall be binding on the General Meeting.
shall be amended so that it shall now be Art. 32.3 and shall read as follows:
3. The results of an election held in accordance with the provisions of Art. 32.1–2 shall be binding on the General Meeting.
V. The following existing wording of Art. 47.22 of the Articles of Association:
22) approval of the Election Rules referred to in Art. 32 of the Articles of Association, as adopted by the Supervisory Board, defining the procedure for election of the Supervisory Board members from among candidates nominated by the Company employees, and
shall be amended to read as follows:
22) approval of the Election Rules referred to in Art. 32 of the Articles of Association, as adopted by the Supervisory Board, defining the procedure for election of the Supervisory Board members from among candidates nominated by the employees;
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. 16/2018 of May 7th 2018, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) announces that, on May 8th 2018, the Company’s Supervisory Board approved the recommendation made by the Company’s Management Board to the Annual General Meeting to allocate the net profit for 2017 in the amount of PLN 133,205,777.55 as follows:
- PLN 39,750,000 for payment of dividend (PLN 0.53 per share);
- PLN 93,455,777.55 to statutory reserve funds.
A final decision on the allocation of profit for the financial year 2017 will be made by the Company’s 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 Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) announces that on May 7th 2018 it passed a resolution to propose to the Company’s Annual General Meeting that the net profit earned in the financial year 2017, of PLN 133,205,777.55, be allocated as follows:
- PLN 39,750,000 for payment of dividend (PLN 0.53 per share);
- PLN 93,455,777.55 to statutory reserve funds.
In accordance with Art. 382.3 of the Commercial Companies Code, the Management Board’s recommendation will be submitted to the Company’s Supervisory Board for assessment.
A final decision on the allocation of profit for the financial year 2017 will be made by the Company’s 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. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Reports No. 13/2018 and 14/2018 of April 20th 2018, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, draft resolutions for the Company’s Extraordinary General Meeting convened for May 18th 2018 (the “Extraordinary General Meeting”), submitted on April 26th 2018 by Grupa Azoty S.A., a shareholder.
These draft resolutions represent the shareholder’s amendments of draft resolutions for the Extraordinary General Meeting submitted by Grupa Azoty S.A. together with a request to convene the Extraordinary General Meeting (published in Current Report No. 14/2018) and concern the following items of the Meeting’s agenda:
“6. Approval of the Rules for disposal of non-current assets of Grupa Azoty Zakłady Chemiczne Police S.A.
7. Approval of the Rules for recruitment of members of the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.”
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).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby publishes, attached hereto, the draft resolutions to be deliberated at the Company’s Extraordinary General Meeting convened for May 18th 2018.
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)
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) entered into the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 398, Art. 399.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., to commence at 12.00 noon on May 18th 2018, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a in the Main Office Building S-6.
The Extraordinary General Meeting is being convened at the request of Grupa Azoty S.A. of Tarnów, as a shareholder representing at least one-twentieth of the Company’s share capital, submitted on April 18th 2018 in accordance with Art. 400.1 of the Commercial Companies Code and Art. 39.1.3 of the Company’s Articles of Association. The requesting shareholder has also proposed that the following items be included on the Meeting’s agenda:
The total number of shares in Grupa Azoty Zakłady Chemiczne Police S.A. is 75,000,000. The shares confer 75,000,000 voting rights at the Meeting convened for May 18th 2018.
Agenda of the Meeting:
Right to participate in the Extraordinary General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. on May 2nd 2018, have the right to participate in the Extraordinary General Meeting. In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than April 20th 2018 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than May 4th 2018 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments. A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on May 15th, 16th and 17th 2018. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered.Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent a given legal person. A proxy may exercise all the shareholder's rights at the Extraordinary General Meeting, unless the power of proxy states otherwise.A proxy may grant further powers of proxy if the original power of proxy so permits.A proxy may represent multiple shareholders and vote the shares of each shareholder differently.A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account.A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication.Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy.Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by April 27th 2018. The request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Zarzad Grupy Azoty Zakłady Chemiczne Police S.A. (Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.), ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders' right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated email address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A. (Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.), ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda.Such draft resolutions should be in Polish.
Electronic communication
The Management Board has not allowed an option for shareholders to participate in the Extraordinary General Meeting or take the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com
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, as amended)
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 40/2017 of October 18th 2017 and Current Report No. 41/2017 of November 6th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 10th it was notified of the registration of the share capital increase at PDH Polska S.A. of Police (“PDH Polska”), the Company’s subsidiary, made by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, on April 9th 2018.
Following the registration, the share capital of PDH Polska was increased from PLN 180,000,000 to PLN 304,000,000 (including paid-up share capital of PLN 211,000,000). The remaining part of the share capital will be paid up by the shareholders of PDH Polska by September 1st 2018, as was announced by the Company on October 18th 2017 in Current Report No. 40/2017 and by Grupa Azoty S.A. in its Current Report No. 47/2017. Currently, the total number of shares of all issues is 30,400,000 (to date, it was 18,000,000 and the number has erroneously not been deleted from the register as at this report date) with a par value of PLN 10 per share.
The Company has taken up 3,000,000 new shares, with a par value of PLN 10 per share and total value of PLN 30,000,000 (at an issue price equal to their par value), in the increased share capital of PDH Polska. The Company is a shareholder of PDH Polska, alongside Grupa Azoty S.A.
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 Chemiczne Police S.A. (the “Company”) announces that on April 9th 2018 the Company concluded with Office Chérifien des Phosphates (“OCP”) of Casablanca, Morocco (as the seller) a contract for purchase of Moroccan phosphate rock (the “Contract”).
The Contract was executed for a definite period from January 1st 2018 to December 31st 2020 and defines a specific schedule and other commercial terms of the deliveries. The value of the deliveries to be made under the Contract is estimated at approximately PLN 350,000,000.00.
The other terms and conditions do not differ from standard terms used in contracts of this type.
Information on execution of the Contract was classified as inside information by the Company because it refers to securing supplies of phosphate rock, the key raw material for production of compound fertilizers, in quantities sufficient to satisfy the Company’s demand for that material in the next three years. OCP, being the world’s largest exporter of phosphorites, guarantees timely delivery of phosphate rock of high and consistent quality.
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 Chemiczne Police S.A. (the “Company”)) publishes the estimated selected consolidated financial results of the Company’s Group for 2017:
Revenue: PLN 2,599.58m
EBITDA: PLN 230.52m
EBITDA net of one-off items related to subsidiary AFRIG S.A.: PLN 263.61m
Net profit/(loss): PLN 88.51m
The results are currently being audited by a qualified auditor, as required under applicable regulations. The amounts presented above are estimates and may be changed. The consolidated full-year report for 2017 will be issued on April 19th 2018, as announced by the Company in Current Report No. 8/2018 of March 29th 2018.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and 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 Chemiczne Police S.A. (the “Company”) announces that on March 29th 2018 African Investment Group S.A., a subsidiary of the Company, with a share capital of three hundred and forty million CFA francs (equivalent to PLN 2,169 thousand, translated at the average exchange rate effective as at March 28th 2018), with its registered office in Dakar, Senegal, entered in the Trade and Personal Property Credit Register, acting through its legal representative Mr Sławomir Lipkowski, Chief Executive Officer, declared that it was insolvent. Therefore, on March 29th 2018, African Investment Group S.A. filed a bankruptcy petition with the Commercial Court of Dakar.
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
Further to Current Report No. 1/2018 of January 16th 2018, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the „Company”) announces that the release date for the separate and consolidated full-year reports for 2017 has been postponed from April 5th 2018 to April 19th 2018.
Furthermore, the Company’s Management Board announces that the release date for the consolidated report on payments to governments for 2017 has been changed to April 19 th 2018.
Given the above, the Management Board announces that in 2018 periodic reports will be released as per the following updated schedule:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
The consolidated report on payments to governments will be released on 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).
Legal basis: Article 17(4) of MAR – Inside information
Acting pursuant to Article 17(4) 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 (the “MAR”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby publishes the following inside information whose disclosure was delayed under Article 17(4) of the MAR.
The inside information whose disclosure was delayed:
“The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that in connection with the process of preparation and audit of the Company’s financial statements and the non-finalisation, by the agreed deadline, of the conditional settlement agreement executed between the Company and DGG Eco Sp. z o.o. in order to obtain reimbursement of the purchase price of shares in African Investment Group S.A. (“AFRIG S.A.”), the finalisation of which might confirm the amount of exploration and evaluation assets disclosed in the consolidated financial statements, on March 7th 2018 the Management Board passed a resolution to recognise as at December 31st 2017 an impairment loss for the entire amount of intangible assets classified as exploration and evaluation assets relating to AFRIG S.A., amounting to XOF 5,854,799 thousand (PLN 37,178 thousand, translated at the mid exchange rate quoted by the National Bank of Poland for December 31st 2017). The impairment loss will be disclosed in the Company’s consolidated financial statements for 2017. The conditional settlement agreement (termination agreement) was announced by the Company in Current Reports No. 43/2017 and No. 4/2018.
The disclosure of the above inside information was delayed until March 17th 2018 as DGG Eco Sp. z o.o. declared that it would continue its efforts to satisfy the conditions for finalising the settlement agreement by an additional deadline.
In accordance with the third subparagraph of Article 17(4) of the MAR, the Company will, immediately after the publication of this Current Report, notify the Polish Financial Supervision Authority of the delayed disclosure of the inside information by providing a written explanation of how the conditions set out in Article 17(4) (a)–(c) of the MAR were met.
Legal basis: Article 17(1) and Article 17(4) 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 Chemiczne Police S.A. (the “Company”) announces that due to non-payment by DGG Eco Sp. z o.o. of the first tranche of reimbursement of the purchase price of shares in African Investment Group S.A. and failure to provide a bank guarantee securing the reimbursement of the remaining part of the price, the conditional settlement agreement concluded between the Company and DGG Eco Sp. z o.o., as announced by the Company in Current Reports No. 43/2017 of December 20th 2018 and No. 4/2018 of March 1st 2018, was not finalised by the declared additional deadline.
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 Chemiczne Police S.A. (the “Company”) announces that on March 12th 2018 the Company and Polska Grupa Górnicza S.A. of Katowice (the “Seller”), jointly referred to as the “Parties”, executed a bilateral coal sale contract (the “Contract”).
The subject matter of the Contract is the sale of thermal coal produced at the Seller’s mines and intended for consumption at the Company in quantities specified in the Contract.The total estimated value of the Contract is approximately PLN 78.5m (VAT exclusive) per annum.
The Contract was concluded for an indefinite period with effect from January 1st 2018, divided into annual delivery periods.
Within the quantities provided for in the Contract, the Parties allow for the possibility of selling the coal to and using it by other companies of the Grupa Azoty Group, i.e. Grupa Azoty Police S.A., Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.
For a failure to deliver or to collect the agreed quantity of basic coal volume in an annual delivery period (with the proviso that a failed transaction may be settled within the annual period), the failing Party may be liable to pay a contractual penalty of 10% of the value (VAT exclusive) of the coal not delivered or not collected, as the case may be, at the price computed based on the price quoted in the price lists effective in a given annual delivery period.
Each of the Parties has the right to terminate the Contract subject to a 24-months’ notice period without giving any reason, with effect as of the end of the calendar year in which the notice period expired. The other terms and conditions do not differ from standard terms commonly used in agreements of this type.
Information on execution of the Contract was classified as inside information by the Company because it refers to securing long-term supplies of coal, in quantities sufficient to satisfy the Company’s total demand for that material.
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 Chemiczne Police S.A. (the “Company”) announces that due to non-payment by DGG Eco Sp. z o.o. of the first tranche of reimbursement of the purchase price for shares in African Investment Group S.A. by February 28th 2018 and failure to provide a bank guarantee securing the reimbursement of the remaining part of the price, the conditional settlement agreement concluded between the Company and DGG Eco Sp. o.o., as announced by the Company in Current Report No. 43/2017 of December 20th 2017, was not finalised by the agreed deadline. The Company is holding talks with DGG Eco Sp. z o.o., which is continuing the efforts aimed at fulfilling the conditions for finalizing the agreement and has specified March 16th 2018 as the deadline.
Information about further steps taken with respect to the agreement will be provided by the Company in current reports.
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 Chemiczne Police S.A. (the “Company”, “Seller”) announces that on February 6th 2018 the Company and its parent Grupa Azoty S.A., hereinafter referred to as the “Parties”, signed a framework agreement for the supply of liquid ammonia (the “Agreement”).
Conclusion of the Agreement is part of the production programmes for the Parties’ fertilizer lines and secures sale of some of the Seller’s ammonia surpluses, which will ultimately be used in the fertilizer production processes at Grupa Azoty S.A.
The Agreement was executed for an indefinite period starting on January 1st 2018 and defines a specific schedule and other commercial terms of the deliveries. The annual value of the Agreement is estimated at approximately PLN 113m (VAT exclusive).
The Agreement may be terminated by either Party on six months’ notice.
The terms and conditions of the Agreement do not provide for contractual penalties. The other terms and conditions do not differ from standard terms commonly used in agreements of this type.
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. 2/2018 of January 25th 2018 issued by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Chemiczne Police S.A.: the “Parent” or the “Borrower”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) announces that in connection with a long-term loan agreement signed between Grupa Azoty S.A. and the European Investment Bank of Luxembourg (“EIB”) on January 25th 2018, a guarantee agreement has been concluded between EIB and the Parent’s subsidiaries, including Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., acting as guarantors.
The guarantee has been provided for the benefit of EIB, to secure repayment under the loan agreement of up to EUR 145,000,000 (the “EIB Agreement”), being an integral part of Grupa Azoty’s long-term financing package which is to fund the Group’s general corporate needs, including strategy and investments, as well as research and development.
The maximum amount of the guarantee provided by each guarantor, including Grupa Azoty Police, has been set at EUR 58,000,000, with the aggregate maximum guarantee amount of EUR 174,000,000.
Each guarantor is severally liable for the Borrower’s obligations up to its agreed maximum liability (guarantee amount). If the Borrower fails to satisfy its obligations under the EIB Agreement, the EIB may pursue each of the guarantors for payment of the outstanding amounts.
The guarantee expires on the expiry of the security term, ending on the repayment of debt under the EIB Agreement (concluded for a period of ten years starting from disbursement), to be repaid in instalments, starting within three years of disbursement.
The guarantee has been provided on an arm’s length basis, for an appropriate consideration.
The other terms of the guarantee 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 April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and 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 Chemiczne Police S.A. (the “Company”) will announce its 2017 full-year results and 2018 interim results as per the following schedule:
1. First and third quarter interim results:
- Q1 2018 extended consolidated report – May 10th 2018
- Q3 2018 extended consolidated report – November 8th 2018
2. Half-year interim results:
- H1 2018 extended consolidated report – August 28th 2018
3. Full-year results:
- 2017 separate full-year report – April 5th 2018
- 2017 consolidated full-year report – April 5th 2018
The Management Board of the Company further announces that the consolidated statement of payments to governments in 2017 will be released on April 5th 2018.
At the same time, the Management Board announces that the Company will not publish separate quarterly reports, 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 (consolidated text: Dz.U. of 2014, item 133, as amended) (the “Regulation”). The consolidated quarterly reports will incorporate condensed consolidated quarterly financial statements and quarterly financial information.
Further, the Company will not publish separate and consolidated quarterly results for Q4 2017 and Q2 2018, as permitted under Par. 101.2 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 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Article 17.1 of MAR – inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 20th 2017 the Company and DGG ECO Sp. z o.o. concluded a conditional agreement (confirmed by a court settlement) regarding the Company’s claims for reimbursement of undue tranches of the purchase price for 55% of the shares in African Investment Group S.A. of Dakar (“AFRIG S.A.”). The agreement is to be consummated by way of mutual confirmation of the termination and reversal of the effects of an agreement of August 28th 2013 based on which the Company had acquired a majority interest in AFRIG S.A., having paid a total of USD 28,850,000.00 towards the purchase price. Reversal of the effects of the above-mentioned agreement is to include a reimbursement to the Company of all amounts paid by it for the shares in AFRIG S.A. against re-transfer of the shares to DGG ECO Sp. z o.o. The agreement is to be consummated by February 28th 2018 provided that the requisite corporate approvals are granted by that date, and that the Company receives the first tranche of the price reimbursement along with a bank guarantee securing reimbursement of the balance, which is to be made in quarterly instalments, the last payable by December 31st 2022. The guarantee would also partly secure repayment by AFRIG S.A. of a credit facility of up to EUR 22,000,000.00 contracted by AFRIG S.A. and the Company, the servicing and repayment of which is to be continued by AFRIG S.A. Consummation of the agreement is also to result in cancellation of AFRIG S.A.’s liabilities towards the Company, except for any claims arising in connection with repayment of the credit facility.
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. 39/2017 of October 12th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 10th 2017 the General Meeting of PDH Polska S.A., a subsidiary, adopted resolutions to:
as presented on October 5th 2017 by the Management Board of PDH Polska S.A. and approved by its Supervisory Board on October 12th 2017, in accordance with the information announced by the Company in Current Reports No. 38/2017 and No. 39/2017.
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. 40/2017 of October 18th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 6th 2017, the Company’s Supervisory Board resolved to approve the acquisition of 3,000,000 new Series D registered shares in PDH Polska S.A.
Under the resolution, the Supervisory Board granted approval for the Management Board to acquire (subscribe for) 3,000,000 new Series D registered shares in PDH Polska S.A., with a par value and issue price of PLN 10 per share, and total value of PLN 30,000,000.00.
The acquisition will be effected by the Company subscribing for new shares in the increased share capital of PDH Polska S.A.
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. 38/2017 of October 5th 2017 and Current Report No. 39/2017 of October 12th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 18th 2017 it passed a resolution to acquire 3,000,000 new Series D registered shares in PDH Polska S.A.
Under the resolution, the Company resolved to acquire 3,000,000 new Series D registered shares in PDH Polska S.A., with a par value and issue price of PLN 10 per share and a total value of PLN 30,000,000.
The acquisition will be effected by the Company taking up the new shares in the increased share capital ofPDH Polska S.A.
The new Series D shares will be acquired in a private placement after PDH Polska S.A. invites the Company to acquire shares with a par value of PLN 30,000,000 with the pre-emptive rights of the existing shareholders waived in full.
It has been agreed that payments for the new shares will be made by the Company as follows:
1) PLN 7,500,000 will be paid by March 1st 2018;
2) PLN 22,500,000 will be paid by September 1st 2018.
In order to implement the resolution, the Management Board will request the Supervisory Board to approve the transaction.
On October 18th 2017, the Management Board also passed a resolution to authorise the Company’s representative to vote at the General Meeting of PDH Polska S.A. in favour of the resolutions concerning:
- change of the investment project ‘Construction of a PDH propylene unit with infrastructure’ and acquisition of non-current assets,
- share capital increase at PDH Polska S.A.
as presented on October 5th 2017 by the Management Board of PDH Polska S.A. and approved by its Supervisory Board on October 12th 2017, in accordance with the information announced by the Company in Current Reports No. 38/2017 and No. 39/2017.
Legal basis: Art. 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. 38/2017 of October 5th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 12th 2017 the Supervisory Board of PDH Polska S.A. (the Company’s subsidiary) adopted a resolution to change the ‘PDH propylene production unit and related infrastructure’ project and to approve acquisition of non-current assets necessary to implement the project in its revised scope.
Under the resolution, the Supervisory Board of PDH Polska S.A. approved a modification to the ‘PDH propylene production unit and related infrastructure’ project which consists in adding a polypropylene unit to the project scope. The Supervisory Board also gave its approval for the acquisition of non-current assets for the modified project, and issued a favourable opinion on the Management Board’s proposal that the General Meeting approve the modifications to the project and acquisition of non-current assets necessary to implement the project.
In addition, approval was given to change the project’s name from ‘PDH propylene production unit and related infrastructure’ to ‘Police Polymers’. The scope of the Police Polymers project includes PDH unit, PP unit, auxiliary units and interconnections, handling and storage terminal. The project budget is EUR 1.27bn net and includes:
To implement the project, additional working capital financing needs to be secured, in the form of a EUR 72m credit facility.
The project schedule:
a) start of construction − late 2019;
b) construction completion – late 2022;
c) settlement of the investment project – late 2023.
The Supervisory Board of PDH Polska S.A. also approved the updated project finance model for Police Polymers:
a) equity – 50%,
b) external capital – 50%.
At the same time, the Supervisory Board of PDH Polska S.A. issued a favourable opinion on the Management Board’s proposal to increase the share capital of PDH Polska S.A. by PLN 124,000,000 through the issue of 12,400,000 new shares with a par value of PLN 10 per share. The new shares will be acquired in a private placement after the required corporate decisions and approvals are obtained and PDH Polska S.A. submits:
a) to Grupa Azoty Zakłady Chemiczne Police S.A. an offer to subscribe for shares with a par value of PLN 30m,
b) to Grupa Azoty S.A. an offer to subscribe for shares with a par value of PLN 94m.
In view of the favourable opinion issued by the Supervisory Board, the Management Board of PDH Polska S.A. will propose that the General Meeting increase the share capital on the terms and conditions set out above.
Legal basis: Art. 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
Further to Current Reports No. 5/2015 of March 27th 2015, No. 48/2016 of October 4th 2016, and No. 29/2017 of June 26th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 5th 2017 the Management Board of the Company’s subsidiary PDH Polska S.A. passed a resolution to change the ‘ PDH unit for propylene production with infrastructure’ investment project and to acquire non-current assets as part of the new project scope. The resolution changes the scope of the ‘ PDH unit for propylene production with infrastructure’by adding a polypropylene unit and acquisition of non-current assets as part of the new scope of the project. The resolution also changes the name of the investment project from ‘PDH unit for propylene production with infrastructure’ to ‘Police Polymers’. The estimated value of the ‘Police Polymers’ project budget was set at EUR 1.27bn, VAT-exclusive, including: · capital expenditure to be incurred: EUR 983.80m, · capital expenditure incurred to date: EUR 25.33m, · financing costs during the construction phase, costs of PDH Polska’s operations and additional capital requirements related to the project financing model: EUR 263.15m. The project requires additional working capital financing in the form of a EUR 72m loan. The current capex plan for the project covers the propylene and polypropylene units, auxiliary units, polypropylene logistics base, as well as a handling and storage terminal for propane and ethylene. The higher budget of the project follows from the addition of the propylene and polypropylene units, more auxiliary units required due to the greater scope of the project, and addition of the logistics base for polypropylene. The higher project value will also increase the cost of financing during the construction phase and the debt service reserve required in the project finance model. The investment project implementation schedule is as follows: a) start of construction − late 2019; b) construction completion – late 2022; c) settlement of investment project – late 2023. The Management Board of PDH Polska S.A. has also updated the financing model for ‘Police Polymers’ under the project finance model: a) Equity – 50%, b) Debt – 50%. The above arrangements require proior approval by the Supervisory Board and General Meeting of PDH Polska S.A. The Management Board of PDH Polska S.A. also decided to request the Supervisory Board to issue an opinion on increasing the share capital of PDH Polska S.A. by PLN 124,000,000 through the issue of 12,400,000 new shares with a par value of PLN 10 per share. The new shares will be acquired in a private placement after the required corporate decisions and approvals are obtained and PDH Polska S.A. submits: a) to Grupa Azoty Zakłady Chemiczne Police S.A. − an offer to subscribe for shares with a par value of PLN 30m, b) to Grupa Azoty S.A. − an offer to subscribe for shares with a par value of PLN 94m. 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. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that on August 25th 2017 the subsidiary PDH Polska S.A. received a permit of August 24th 2017 to conduct business within the Pomeranian Special Economic Zone − Police Sub-Zone (the “Zone”). The permit defines in particular the following conditions of operating within the Zone: 1. PDH Polska S.A. is required to incur capital expenditure in excess of PLN 1,490,000 thousand within the Zone by December 31st 2022. 2. In the course of its business activity within the Zone, after receipt of the permit, PDH Polska is to provide jobs to 65 or more new employees by October 31st 2021 and maintain a total workforce of 87.5 employees until October 31st 2026. 3. In connection with the investment project, PDH Polska S.A. will incur eligible costs of PLN 124,000 thousand or higher. The permit also specifies the maximum amount of eligible costs that may be covered by public aid: 1. The maximum amount of project costs eligible for public aid in the form of a tax exemption within the Zone may not exceed PLN 428,270 thousand, which is an equivalent of EUR 100,000 thousand, translated at the average rate quoted by the National Bank of Poland for the permit issue date. 2. The maximum amount of labour costs eligible for public aid in the form of a tax exemption within the Zone may not exceed two-year labour costs of 84.5 FTEs. 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. 31/2017 of July 3rd 2017 and Current Report No. 34/2017 of July 27th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 21st 2017 the Company’s Supervisory Board passed a resolution to approve the consolidated text of the Company’s Articles of Association as amended by resolutions adopted by the Company’s General Meeting of July 3rd 2017. The consolidated text of the Articles of Association is attached hereto. For a detailed description of the amendments to the Articles of Association, see Current Report No. 31/2017 of July 3rd 2017 and Current Report No. 34/2017 of July 27th 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).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A (the “Company”) announces that on August 1st 2017 the subsidiary African Investment Group S.A. of Dakar (“AFRIG S.A”) decided to write down the expenditure of XOF 241,954,561 (PLN 28,348,982.33 translated at the average exchange rate for 2016) on intangible assets in the form of services provided under a contract with AVES FZE. The write-down of PLN -28,348,982.33 will be recognised as a correction of prior period error under costs of the previous year in the Company’s consolidated financial statements.
Having found no reasonable grounds for incurring the said expenditure, AFRIG S.A. notified competent authorities of its suspicion that a criminal offence may have been committed by former members of the Company’s Management Board who also sat on the Board of Directors of AFRIG S.A. and by the former CEO of AFRIG S.A. According to an announcement made by the National Public Prosecutor’s Office, the case is supervised by the Szczecin District Prosecutor’s Office and charges of alleged misuse of property have been brought.
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. 31/2017 of July 3rd 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on July 27th 2017 it was served the decision of the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, confirming registration of amendments to the Company’s Articles of Association on July 20th 2017.
The registered amendments to the Articles of Association were adopted by Resolution No. 39 of the Annual General Meeting of the Company („AGM”) of July 3rd 2017, announced in Current Report No. 30/2017. Resolution No. 39
The Company’s Management Board publishes, attached hereto, the previous text of the Articles of Association and the amendments passed by the AGM.
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).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Reports No. 16/2017 of March 29th 2017 and No. 18/2017 of March 31st 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on July 18th 2017 it was notified that on July 14th 2017 the District Court for Szczecin-Centrum of Szczecin, 13th Commercial Division of the National Court Register, had registered an increase in the share capital of the Company’s subsidiary PDH Polska S.A. of Police (“PDH Polska”). The registered change in PDH Polska’s share capital was an increase from PLN 128m to PLN 180m. Currently, PDH Polska’s share capital comprises a total of 18,000,000 outstanding shares (previously: 12,800,000) with a par value of PLN 10 per share. As a result of the share capital increase, the number of shares held by the Company rose from 12,300,000 to 15,217,875 shares with a par value of PLN 10 per share and a total value of PLN 152,178,750. At present, the Company’s interest in the share capital of PDH Polska is 84.54375%, with the remaining shares held by Grupa Azoty 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: 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 Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting convened for June 12th 2017 and resumed after adjournment on July 3rd 2017, 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 voting rights.
List of shareholders holding 5% or more of total voting rights at the Annual General Meeting until the adjournment (June 12th 2017):
Shareholder: Grupa Azoty S.A. Number of shares represented at the Annual General Meeting – 49,500,000 Number of votes held at the Annual General Meeting – 49,500,000 Percentage share in the votes represented at the Annual General Meeting – 68.92% Percentage share in total voting rights – 66.00%
Shareholder: PZU Złota Jesień Pension Fund Number of shares represented at the Annual General Meeting – 11,956,000 Number of votes held at the Annual General Meeting – 11,956,000 Percentage share in the votes represented at the Annual General Meeting – 16.65% Percentage share in total voting rights – 15.94%
Shareholder: Agencja Rozwoju Przemysłu S.A. Number of shares represented at the Annual General Meeting – 6,607,966 Number of votes held at the Annual General Meeting – 6,607,966 Percentage share in the votes represented at the Extraordinary General Meeting – 9.20% Percentage share in total voting rights – 8.81%
Shareholder: State Treasury Number of shares represented at the Annual General Meeting – 3,759,356 Number of votes held at the Annual General Meeting – 3,759,356 Percentage share in the votes represented at the Annual General Meeting – 5.23% Percentage share in total voting rights – 5.01%
List of shareholders holding 5% or more of total voting rights at the resumed Annual General Meeting on July 3rd 2017:
Shareholder: Grupa Azoty S.A. Number of shares represented at the Annual General Meeting – 49,500,000 Number of votes held at the Annual General Meeting – 49,500,000 Percentage share in the votes represented at the Annual General Meeting – 82.68% Percentage share in total voting rights – 66.00%
Shareholder: Agencja Rozwoju Przemysłu S.A. Number of shares represented at the Annual General Meeting – 6,607,966 Number of votes held at the Annual General Meeting – 6,607,966 Percentage share in the votes represented at the Extraordinary General Meeting – 11.04% Percentage share in total voting rights – 8.81%
Shareholder: State Treasury Number of shares represented at the Annual General Meeting – 3,759,356 Number of votes held at the Annual General Meeting – 3,759,356 Percentage share in the votes represented at the Annual General Meeting – 6.28% Percentage share in total voting rights – 5.01%
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the Company's Annual General Meeting of July 3rd 2017 passed a resolution to amend the Company's Articles of Association. The text of amendments to the Company's Articles of Association is attached hereto. The resolution of the Company's Annual General Meeting to amend the Articles of Association shall come into force as of its date, with effect from the date of entering the amendments to the Company's Articles of Association into 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).
Amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached to this Current Report, a draft resolution on amendments to the Company's Articles of Association, submitted by a Company shareholder, Grupa Azoty S.A., at the Company's Annual General Meeting resumed on July 3rd 2017. The Company also publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on July 3rd 2017, together with the results of voting on the resolutions. During the resumed Annual General Meeting, objections to Resolutions No. 33, 34, 35, 36, and 38 were raised by shareholders for the record in the minutes. Legal basis: Par. 38.1.5, 38.1.7 and 38.1.9 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 February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).
RESOLUTION OF THE ANNUAL GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Report No. 48/2016 of October 4th 2016 and Current Report No. 5/2015 of March 27th 2015, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 26th 2017 the Management Board of PDH Polska S.A., the Company’s subsidiary, passed a resolution recommending that construction of a polypropylene plant be a predominant option for implementation of the project to construct a petrochemical complex comprising a PDH unit, a polypropylene unit, a port with a storage tank depot, auxiliary facilities and inter-unit connections, with the nominal production capacity of approximately 400,000 tonnes of polypropylene per year. Additionally, on June 26th 2017 the recommendation of the Management Board of PDH Polska S.A. was approved by the company’s Supervisory Board. At the same time, the Management Board of PDH Polska S.A. expressed its willingness to continue talks about contracting for propylene. Their outcome will be taken into account when making the final decision on updating the project and selecting the manner of its implementation. The final decision as to the manner of implementation of the investment project will be made upon completion of the feasibility study, in which the estimated value of the project will be determined, as will be announced by the Company in a separate report. 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. 17.1 of MAR – Inside information
Further to Current Report No. 24/2016 of April 13th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police 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 Azotowe Puławy 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”) concluded bilateral contracts (the “Individual Contracts”) to the framework agreement for gas fuel supply of April 13th 2016 with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”). The Individual Contracts provide for supplies of gas fuel from October 1st 2018 to September 30th 2020, with an option to extend the period until September 30th 2022. The execution of the Individual Contracts involved shortening of the term of the existing Individual Contracts, executed on April 13th 2016 between the Grupa Azoty Group Customers and PGNiG, to September 30th 2018. It is the Parties’ intention that the Individual Contracts concluded by the Grupa Azoty Group Customers be treated as inseparable elements of the transaction, subject to joint settlement of the contractual volumes during the term of the Individual Contracts. Thanks to the execution of the Individual Contracts, PGNiG will continue as a strategic supplier of gas fuel to the Company, and the Individual Contracts will cover approximately 80% of the Company’s total demand for gas. The total value of the Individual Contracts concluded by the Company over their four-year term is estimated at approximately PLN 1.8bn. The pricing formula used in the Individual Contracts was 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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Young Audyt Polska Spółka z ograniczoną odpowiedzialnością sp. k. is entered in the list of qualified auditors of financial statements under No. 130. The Company had previously engaged Ernst & Young Audyt Polska Spółka z ograniczoną odpowiedzialnością sp. k. of Warsaw (then operating under the name of Ernst & Young Audit Sp z o.o. of Warsaw) to audit the Company’s financial statements for 2006 and review the interim financial statements for 2006. In previous years, the Company had also used advisory, legal and training services of other entities from the Ernst & Young Group. 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 12th 2017, together with the results of voting on the resolutions. Objections to Resolutions No. 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 22, 23, 27, 29, 30, and 32 were raised by shareholders for the record in the minutes. Legal basis: Par. 38.1.7 and 38.1.9 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 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the Annual General Meeting convened for June 12th 2017 passed a resolution to adjourn the General Meeting. The proceedings of the Annual General Meeting will be resumed on July 3rd 2017 at 1.00 pm at the Company’s registered office in Police, ul. Kuźnicka 1. 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
Further to Current Report No. 14/2017 of March 20th 2017 and Current Report No. 17/2017 of March 31st 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 12th 2017 the Annual General Meeting of the Company passed a resolution to approve the payment of a dividend from the 2016 profit. 1. The amount allocated to dividend payments: PLN 31,500,000.00. 2. Dividend per share: PLN 0.42. 3. Dividend is paid on all the Company shares (75,000,000 shares). 4. Dividend record date: June 30th 2017. 5. Dividend payment date: July 21st 2017. 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, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes draft resolutions to be considered at the Annual General Meeting convened for June 12th 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Pursuant to Art. 399.1 of the Commercial Companies Code and Art. 41.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Annual General Meeting of the Company, to be held at 12 noon on June 12th 2017 at the Company’s registered office, with the following agenda: 1. Opening of the Annual General Meeting. 2. Appointment of the Chair of the Meeting. 3. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions. 4. Adoption of the agenda. 5. Appointment of the Ballot Counting Committee. 6. Review of the Supervisory Board’s reports on: a) assessment of the separate financial statements, the consolidated financial statements, Directors’ Report for 2016, the Management Board’s report on payments to governments in 2016, the Management Board’s proposal concerning allocation of the net profit for 2016 and coverage of loss brought forward, resulting from correction of an error; b) activities of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. as the Company’s governing body in the period January 1st−December 31st 2016; c) assessment of the Company’s fulfilment of the disclosure requirements relating to compliance with corporate governance principles in 2016; d) assessment of the Company’s position in the period January 1st−December 31st 2016, including evaluation of its internal control, risk management and compliance systems as well as the internal audit function; e) assessment of the reasonableness of the Company’s sponsorship, charitable and similar initiatives. 7. Review and approval of Grupa Azoty Zakłady Chemiczne Police S.A.’s separate financial statements for the twelve months ended December 31st 2016. 8. Review and approval of the Grupa Azoty Zakłady Chemiczne Police Group’s consolidated financial statements for the twelve months ended December 31st 2016. 9. Review and approval of the Directors’ Report for 2016. 10. Review and approval of the consolidated report on payments to governments in 2016. 11. Adoption of a resolution to allocate the net profit for the financial year 2016 and coverage of loss brought forward, resulting from correction of an error. 12. Adoption of resolutions to grant discharge to members of the Management Board in respect of their duties in 2016. 13. Adoption of resolutions to grant discharge to members of the Supervisory Board in respect of their duties in 2016. 14. Adoption of resolutions to enforce claims for redress of damage caused to the Company in connection with its management by former Management Board members: Mr Krzysztof Jałosiński, Mr Wojciech Naruć, Mr Rafał Kuźmiczonek, and Ms Anna Podolak. 15. Adoption of a resolution to amend the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A., and to authorise the Company’s Supervisory Board to prepare a consolidated text of the Company’s Articles of Association. 16. Closing of the Meeting.
Detailed information on the proposed amendments to the Company’s Articles of Association is presented in the last section of this Notice. The Company’s Management Board further announces that: I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than twenty-one days prior to the scheduled date of the Annual General Meeting, that is by May 22nd 2017. The request may be sent in electronic form to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb## , or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland. II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Annual General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb## , or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland. III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Annual General Meeting. IV. A shareholder who is a natural person may participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Annual General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy. A power of proxy shall be made in writing and attached to the minutes of the General Meeting, or in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms. If power of proxy has been granted by a shareholder in electronic form , the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb## . The shareholder should also take all due care to facilitate successful verification of the power of proxy’s validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted. In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Annual General Meeting. The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register. If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Annual General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interest. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted. V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using means of electronic communication. VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means. VII. The record date for participation in the Annual General Meeting is May 27th 2017. The Annual General Meeting may only be attended by persons who are the Company’s shareholders as at the record date. VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of the Annual General Meeting (i.e. May 16th 2017), and not later than on the first weekday after the record date (i.e. May 29th 2017), the entity keeping the holder’s securities account issues a personal certificate confirming the holder’s right to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. IX. The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Annual General Meeting convened for June 12th 2017 may be attended by persons who:
- are the Company’s shareholders as at the record date, i.e. May 27th 2017, and
- not earlier than on May 16th 2017 and not later than on May 29th 2017 submitted a request to the entity keeping their securities account to issue a personal certificate confirming their right to participate in the Annual General Meeting. X. A list of shareholders eligible to attend the Annual General Meeting will be on display at the Company’s registered office at ul. Kuźnicka 1, Police (Management Board Office, room 137 in the Main Office Building), between 9am and 3pm on June 7th, June 8th and June 9th 2017. Shareholders may request that the list of shareholders eligible to attend the Annual General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following dedicated e-mail address of the Company: ##lpact.edaxrt#at#vgjeppodin.rdb## . XI. The documents to be presented to the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Annual General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Annual General Meeting or matters to be placed on the agenda before the date of the Annual General Meeting will be published on the Company’s promptly after they are issued. XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Annual General Meeting are requested to register and collect the chip cards at the Meeting’s venue prior to its opening. XIII. More details on the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com . *** Pursuant to Art. 402.2 of the Commercial Companies Code, the Company presents draft amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A. (item 15 of the agenda): I. The current wording of Art. 3 shall become Art. 3.1, after which new items shall be added numbered Art. 3.2–Art. 3.5, reading as follows: 2. Whenever the provisions of these Articles of Association use terms defined in the Polish Accountancy Act of September 29th 1994 or any act which would replace the latter (“Accountancy Act”), such as ‘non-current assets’, ‘assets’ or ‘contingent liabilities’, they shall have the respective meanings given to them in the Accountancy Act. 3. Whenever these Articles of Association refer to the amount of total assets, such amount shall be the amount of total assets determined based on the most recent approved financial statements of the Company. 4. Whenever these Articles of Association refer to the value of a legal transaction based on which the right to use the Company’s asset is granted to another entity, such value shall be meant as the value of benefits to which the Company is or would be entitled during a year if the right was granted under an agreement concluded for an indefinite term, or over the entire term of such agreement – if the right was granted under an agreement concluded for a definite term. 5. The terms used in singular shall have the same meaning when used in plural. II. In Art. 5 (principal business activity), the existing text of the following items: 5.3, 5.4, 5.10, 5.12, 5.21, 5.23, 5.41, 5.43, 5.44, 5.45, 5.46, 5.47, 5.50, 5.51, 5.52, 5.53, 5.54, 5.55, 5.56, 5.59, 5.67, 5.76, 5.77, reading as follows, shall be deleted: 3) 18.20.Z- reproduction of recorded media,4) 19.10.Z- manufacture and processing of coke,10) 22.22.Z- manufacture of plastic packing goods,12) 33.11.Z- repair and maintenance of fabricated metal products,21) 35.13.Z- distribution of electricity,23) 35.23 Z - trade of gaseous fuels through mains,41) 46.11.Z - agents involved in the sale of agricultural raw materials, live animals, textile raw materials and semi-finished goods, 43) 46.18.Z- agents specialised in the sale of other particular goods,44) 46.19.Z- agents involved in the sale of a variety of goods,45) 46.21.Z - wholesale of grain, unmanufactured tobacco, seeds and animal feeds, 46) 46.71.Z- wholesale of fuels and related products,47) 46.72.Z- wholesale of metals and metal ores,50) 46.90.Z- non-specialised wholesale trade,51) 47.76.Z - retail sale of flowers, plants, seeds, fertilizers, pet animals and pet food in specialised stores, 52) 47.91.Z- retail sale via mail order houses or via Internet,53) 47.99.Z- other passenger land transport n.e.c.,54) 49.39.Z- other passenger land transport n.e.c.,55) 49.50.A- transport of gas fuels via pipelines,56) 49.50.B- transport of other products via pipelines,59) 52.10.A- warehousing and storage of gas fuels,67) 58.29.Z- other software publishing,76) 63.12.Z- web portals,77) 63.99.Z- other information service activities n.e.c. III. The current wording of Art. 16 shall become Art. 16.1, after which new items shall be added numbered Art. 16.2 and 16.3, reading as follows: 2. If the number of “for” votes cast by the members of the Management Board equals the sum of “against” votes and abstaining votes), the President of the Management Board shall have the casting vote; if the number of “for” votes cast by the members of the Supervisory Board equals the sum of “against” votes and abstaining votes), the Chairperson of the Supervisory Board shall have the casting vote. 3. Resolutions of the Management Board and the Supervisory Board shall be adopted at the Boards’ meetings. The Management Board and the Supervisory Board may adopt resolutions by written ballot or using means of remote communication, subject to the provisions of Art. 388.4 of the Commercial Companies Code. For this procedure to be effective, draft resolution shall first be presented to all members of the Board. IV. The current wording of Art. 19.2, reading: 2. In particular, the Management Board shall adopt resolutions regarding the following matters: 1) approval of the Rules of Procedure of the Management Board,2) approval of the rules on donations,3) approval of the Company’s organisational rules,4) opening and closure of branches, plants, offices, representative offices and other entities, as described in Art. 2.3, 5) appointment of a commercial proxy,6) contracting and granting of loans and contracting of credit facilities, subject to Art. 30.2.8 of these Articles of Association,7) issue of bonds, except for issue of bonds convertible into shares or bonds
with pre-emption rights to shares, and subject to the powers of the Supervisory Board defined in Art. 30.2.8 of these Articles of Association, 8) approval of the Company’s annual business plans and budgets as well as long-term strategic plans, 9) approval of periodic risk management policies with respect to specific risks, already accepted by the Supervisory Board, 10) approval of the financial statements and Directors’ Report on the Company’s operations, 11) contracting of contingent liabilities, including granting by the Company of guarantees and sureties or any assumption of liability for a third-party debt, as well as issuing , accepting and endorsing promissory notes and granting of avals, subject to Art. 30.2.5 and Art. 30.2.7 of these Articles of Association , 12) disposition, acquisition and encumbrance with limited property rights of non-current assets whose market value is equal to or exceeds PLN 50,000 (fifty thousand złoty), subject to Art. 30.2.1, Art. 30.2.2, Art. 30.2.3, Art. 30.2.4, Art. 49.8, Art. 49.9, and Art. 49.10 of these Articles of Association, 13) matters referred by the Management Board for consideration to the Supervisory Board or to the General Meeting. shall be amended to read as follows: 2. In particular, the Management Board shall adopt resolutions regarding the following matters: 1) approval of the Rules of Procedure of the Management Board, 2) approval of the rules on donations, 3) approval of the Company’s organisational rules, 4) opening and closure of branches, plants, offices, representative offices and other entities, as described in Art. 2.3, 5) appointment of a commercial proxy, 6) contracting and granting loans, and contracting bank credit, 7) issue of notes and bonds, 8) approval of the Company’s annual business plans and budgets as well as long-term strategic plans, 9) approval of periodic risk management policies with respect to specific risks, already accepted by the Supervisory Board, 10) approval of the financial statements and Directors’ Reports on the Company’s operations, 11) assuming contingent liabilities, including provision by the Company of guarantees and sureties, or any assumption of liability for a third-party debt; issuing, accepting and endorsing promissory notes and granting of avals, excluding assumption of risk hedging liabilities within the limits set forth in risk management policies as may be approved by the Supervisory Board from time to time, 12) disposition, acquisition and encumbrance with limited property rights of non-current assets whose market value is equal to or exceeds PLN 100,000 (one hundred thousand złoty), 13) matters referred by the Management Board for consideration to the Supervisory Board or to the General Meeting. V. The current Art. 20, reading as follows, shall be deleted: 1. The Management Board shall prepare and submit to the Supervisory Board the annual business plans and budgets as well as long-term strategic plans referred to in Art. 19.2.8. 2. In the case of investment projects or modernisations not included in the Company’s annual budget following which the value of the relevant intangible asset or the item of property, plant and equipment would change by more than PLN 2,000,000 (two million złoty), the Management Board shall submit the project along with its rationale to the Supervisory Board for approval. VI. The current wording of Art. 21.3, reading: A member of the Management Board should have a university degree and at least five years of professional experience in a managerial position. shall be amended to read as follows: A member of the Management Board shall meet the requirements for candidates to the management bodies, laid down in the Act on State Property Management of December 16th 2016 . VII. The current wording of Art. 22.1, reading: Individual members of the Management Board or the Management Board as a whole shall be appointed and removed by the Supervisory Board, subject to Art. 23–26 of these Articles of Association. shall be amended to read as follows: Individual members of the Management Board or the Management Board as a whole shall be appointed by the Supervisory Board following a recruitment procedure. VIII. The current wording of Art. 23.3, reading: A Management Board candidate elected by employees shall not be required to meet the criteria set forth in Art. 21.3. shall be amended to read as follows: A candidate to the Management Board nominated by the Company employees may be a person who meets the requirements specified in Art. 21.3. IX. The current wording of Art. 23.7, reading: The Supervisory Board shall adopt detailed rules of procedure for the appointment and removal from office of Management Board members elected by employees and for conducting by-elections, in accordance with the rules set forth above. shall be amended to read as follows: The Supervisory Board shall adopt rules of procedure for the appointment and removal from office of Management Board members elected by employees and for conducting by-elections, in accordance with the rules set forth above. X. The current wording of Art. 23.8 and Art. 23.9, reading as follows, shall be deleted: 8. Elections of employee representatives to the Management Board shall be ordered by the Supervisory Board, subject to the provisions of Art. 24. 9. The following rules and procedures shall apply to the appointment and removal from office of Management Board members elected by employees and to by-elections: 1) The elections shall be organised and administered by the Election Committee. If the Company has multiple branches, the elections shall be organised and administered by the Central Election Committee assisted by Division Election Committees. 2) The Election Committees shall be responsible for ensuring that the elections proceed smoothly and in accordance with applicable laws, these Articles of Association and the Committees’ rules of procedure. 3) The scope of responsibilities of the Central Election Committee shall include in particular: a) preparation and publication of the Committees’ rules of procedure, b) preparation of the list of election divisions and the election schedule, c) verification and registration of the lists of voters and assessment of the number of employees who have the active voting right on the day of the vote, d) ongoing supervision over the election procedure in individual divisions and over the activities of Division Election Committees, as well as handling of complaints concerning the election procedure, e) registration of candidates and publication of the list of candidates, f) preparation of voting cards and ballot boxes, g) supervision over the voting procedure, counting the votes, drawing up the final minutes, determining and announcing the election results, h) supervision over strict compliance with the provisions of these Articles of Association concerning the elections, and interpretation thereof in contentious matters, i) selection of the official template of the election seal. 4) The scope of responsibilities of Division Election Committees shall include in particular: a) verification of the list of voters in a given division and assessment of the number of employees who have the active voting right on the day of the vote in this particular division, b) holding the vote and delivering the ballot boxes to the Central Election Committee, c) cooperation with the Central Election Committee, in particular in counting the votes. 5) Persons nominated in accordance with Art. 23.9.6−7 shall have the passive voting right. 6) Each trade organisation active at the Company and each group of 50 or more employees shall have the right to nominate candidates for members of the Management Board. Each employee may support only one candidate. 7) Nominations shall be submitted to the Central Election Committee in writing, no later than seven days before the scheduled election date. 8) If two or more candidates receive the highest equal number of votes, the second round of election shall be held between the candidates who received the highest equal number of votes in the first round. 9) The second round of elections shall be held in accordance with the procedure established for the first round, subject to changes under Art. 23.9.8. 10) A person is considered to be a Management Board candidate elected by the employees in the second round of election if, during the election, 50% plus one of valid votes were cast in favour of such a person, with the reservation that the results of the second round of election shall be binding on the Supervisory Board irrespective of the number of employees participating in the second round of election. 11) Having determined the final election results, the Central Election Committee shall confirm their validity, make a relevant announcement and forward the voting documentation to the Supervisory Board. 12) A motion for the removal from office of a Management Board member elected by employees shall be submitted to the Company’s Management Board, which shall promptly forward it to the Supervisory Board. 13) Subject to Art. 25, the vote on removal from office of a Management Board member elected by employees shall be held in accordance with the procedures that applied to the member’s appointment. XI. The current wording of Art. 24.3, reading: The by-election and the vote on removal from office shall be ordered by the Supervisory Board within one month from the date the Supervisory Board is notified of the need to carry out such by-election or vote. The election or the vote should be held within one month from the date it was ordered by the Supervisory Board. shall be amended to read as follows: The by-election and the vote on removal from office of a Management Board member elected by employees shall be ordered by the Supervisory Board within one month from the date the Supervisory Board is notified of the need to carry out such by-election or vote. The election or the vote should be held within one month from the date it was ordered by the Supervisory Board. XII. The current wording of Art. 26, reading: After the appointment to the Management Board, a member of the Management Board elected by employees who is employed by the Company under an employment contract shall: 1) conclude with the Company a supplementary contract under which he or she shall serve as a member of the Management Board, with the employment contract remaining in force, 2) retain his or her employee rights, 3) continue to serve in the position specified in the employment contract and participate in the work of the Management Board on the terms specified in the Polish Commercial Companies Code, these Articles of Association and the contract referred to in Art. 26.1. shall be amended to read as follows: If a Management Board member elected by the employees is employed by the Company under an employment contract in a non-managerial position then, in addition to the employment contract, the Company shall execute with that person a Management Board member service contract once the person has been appointed to the Management Board. Under the existing employment contract, and on request of the Board member appointed by the employees, the Company shall grant to the member unpaid leave of absence for the time when the person serves on the Management Board. XIII. The current wording of Art. 27.2, reading: All actions under the labour law shall be performed by a person appointed by the Management Board, subject to Art. 39.1, or by the President of the Management Board acting individually. shall be amended to read as follows: All actions under the labour law shall be performed by a person appointed by the Management Board. XIV. The current wording of Art. 28, reading as follows, shall be deleted: Holiday leave to the President of the Management Board shall be granted by the Chairperson or the Deputy Chairperson of the Supervisory Board. Holiday leave to the other Management Board members shall be granted by the President of the Management Board. XV. The current wording of Art. 30.1.2, reading: determination of the rules for and amounts of remuneration for Management Board members, unless specifically provided for otherwise in applicable laws, shall be amended to read as follows: determination of the amounts of remuneration for Management Board members in accordance with the rules established by the General Meeting. XVI. In Art. 30.1 the current wording of Art. 30.1.21, reading: approval of the rules defining the procedure for appointment of Supervisory Board members elected from among candidates nominated by the employees, referred to in Art. 34 of these Articles of Association. shall be amended to read as follows: approval of the rules defining the procedure for appointment of members of the Company’s governing bodies by the employees, and new items shall be added reading as follows: 22) preparation of a report for the Annual General Meeting on assessment of the Company’s compliance, in the reporting period, with the applied corporate governance standards, and in particular with the disclosure requirements set out in the Stock Exchange Rules and in the applicable laws, 23) preparation of a report for the Annual General Meeting on assessment of the Company’s condition, including in particular evaluation of its internal control and risk management systems. XVII. The current wording of Art. 30.2, reading: The scope of powers of the Supervisory Board shall also comprise granting consent to the Management Board for: 1) acquisition of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value not exceeding PLN 10,000,000 (ten million złoty), 2) disposition, including disposal and encumbrance with limited property rights, of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value not exceeding PLN 2,000,000 (two million złoty), 3) acquisition of non-current assets other than real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 2,000,000 (two million złoty), 4) disposition, including disposal and encumbrance with limited property rights, of non-current assets other than real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 2,000,000 (two million złoty), 5) contracting of contingent liabilities, including granting by the Company of financial guarantees and sureties and assumption of liability for a third-party debt, with a value exceeding PLN 2,000,000 (two million złoty), 6) approval of risk management policies as may be defined from time to time with respect to specific risks, 7) issue, acceptance and endorsement of promissory notes and grant of avals, with a value exceeding PLN 2,000,000 (two million złoty), 8) contracting of a loan or credit facility and issue of bonds where the Company’s outstanding debt under loans and borrowings including the proposed loan or credit facility would exceed PLN 40,000,000 (forty million złoty), 9) assumption of any other liability or disposition of an asset through a single transaction or a series of related transactions falling outside the scope of current operations, maintenance and investments included in the annual business plans and budgets for the current year, with a value exceeding PLN 6,000,000 (six million złoty), 10) execution by the Company of an agreement concerning a donation or cancellation of debt with a value exceeding PLN 30,000 (thirty thousand złoty). If the total amount of donations granted and debts cancelled by the Company in a year exceeds PLN 500,000 (five hundred thousand złoty), any other donation or cancellation of debt above PLN 20,000 (twenty thousand złoty) shall require approval of the Supervisory Board, 11) establishment or co-financing by the Company of foundations or other organisations other than commercial-law companies, 12) establishment of the Company’s production plants, offices, branches or representative offices abroad, 13) exercising voting rights at the general meetings of companies in which the Company holds at least a 50% (fifty percent) interest where the voting concerns any of the following matters: a) amending the company’s articles of association, b) increase in or reduction of the company’s share capital, c) merger, transformation or demerger of the company, d) disposal of the company shares, e) acquisition or disposition of property, plant and equipment, including sale or creation of limited property rights therein, if the market value of the asset exceeds PLN 200,000 (two hundred thousand złoty), f) dissolution and liquidation of the company, 14) buyback of Company shares for cancellation, 15) execution of a material agreement with a related party, excluding standard agreements concluded on an arm’s length basis in the ordinary course of business, 16) establishment of another company or joining of another company by the Company, 17) disposal of shares, including definition of the terms and procedure for the disposal, except for: a) disposal of shares traded on the public market, b) disposal of shares held by the Company where their number does not exceed 10% of the share capital of a given company, c) disposal of shares acquired in exchange for the Company’s claims as part of settlement or arrangement proceedings, 18) grant of licences or other disposition of intellectual property rights originally vested in the Company. shall be amended to read as follows: The scope of powers of the Supervisory Board shall also comprise granting consent to the Management Board for: 1) acquisition or disposal of real property, perpetual usufruct right, or interest in real property or in perpetual usufruct right, 2) a legal transaction if the value of the subject matter of the transaction exceeds PLN 6,000,000 (six million złoty), excluding: a) transactions provided for in the approved annual business plans and budgets, b) assumption of risk hedging liabilities within the limits set forth in risk management policies as may be approved by the Supervisory Board from time to time, c) contracts concluded in the ordinary course of the Company’s business, such as sale of products manufactured by the Company, purchase of raw and other materials for production, 3) the Company’s entering into a donation agreement or another arrangement having a similar effect, as well as a debt relief agreement or another legal arrangement having a similar effect, in both cases if the value of the subject matter of such transaction exceeds PLN 20,000 (twenty thousand złoty) or 0.1% of the Company’s total assets, 4) execution of a material agreement with a related party, excluding standard agreements concluded on an arm’s length basis in the ordinary course of business, 5) execution of or amendment to any agreement for the provision of legal services, marketing services, public relations and social communication services, or management consultancy services, if the total fees or remuneration for the services to be provided under such agreement exceed PLN 500,000 (five hundred thousand złoty), VAT exclusive, per year, or if such agreement or arrangement do not provide for lump-sum or maximum amount of fees or remuneration, 6) approval of risk management policies as may be defined from time to time with respect to specific risks, 7) establishment or co-financing by the Company of foundations or other organisations other than commercial-law companies, 8) establishment of the Company’s production plants, offices, branches or representative offices abroad, 9) exercising voting rights at the general meetings of companies in which the Company holds at least a 50% (fifty percent) interest where the voting concerns any of the following matters: a) amending the company’s articles of association, b) increase in or reduction of the company’s share capital, c) merger, transformation or demerger of the company, d) disposal of the company shares, e) disposal or lease of the company’s business or its organised part, or establishment of limited property rights in the company’s business or its organised part, or acquisition or disposal of ownership rights to real property, perpetual usufruct right to real property, or interest in ownership rights to real property or perpetual usufruct right to real property, f) dissolution and liquidation of the company, 10) establishment of another company or joining of another company by the Company. XVIII. In Art. 30, after Art. 30.3, new Art. 30.4 shall be added, reading as follows: The Supervisory Board’s consent to the matters referred to in Art. 30.2 shall not be required with respect to transactions whose performance requires consent from the General Meeting under the applicable laws or these Articles of Association. XIX. The current wording of Art. 32, reading: 1. The Supervisory Board shall be composed of 5 (five) to 9 (nine) members appointed by the General Meeting, subject to the provisions of Art. 34. Notwithstanding the above, as long as the State Treasury holds Company shares, the State Treasury, represented by the competent minister, shall have the right to appoint and remove from office one member of the Supervisory Board. 2. Supervisory Board members shall be appointed for a joint three-year term of office. 3. A member of the Supervisory Board appointed by the General Meeting may be removed by the General Meeting at any time, subject to the provisions of Art. 32.1 and Art. 34 of these Articles of Association. 4. Supervisory Board Members may tender their resignations in writing to the Management Board. shall be amended to read as follows: 1. The Supervisory Board shall be composed of 5 (five) to 9 (nine) members appointed by the General Meeting, subject to the provisions of Art. 32.2. 2. As long as the State Treasury holds Company shares, the entity authorised to exercise voting rights attached to the shares held by the State Treasury has the right to appoint and remove from office one member of the Supervisory Board. Such appointment or removal from office becomes effective upon delivery of the relevant statement to the Management Board. 3. Supervisory Board members shall be appointed for a joint three-year term of office. 4. A member of the Supervisory Board appointed by the General Meeting may be removed by the General Meeting at any time. 5. Candidates to the Supervisory Board appointed, nominated or proposed by the State Treasury or a state-owned legal person, or by governing bodies of a company whose parent, within the meaning of Art. 4.3 of the Competition and Consumer Protection Act of February 16th 2007, is the State Treasury or a state-owned legal person, should meet the requirements set out in Art. 19 of the Act on State Property Management of December 16th 2016. 6. Supervisory Board members shall tender their resignations in writing to the Management Board. XX. The current wording of Art. 33, reading: The Supervisory Board which, following expiry of the mandates of certain members of the Supervisory Board (for reasons other than removal), is composed of fewer members than the number determined by the General Meeting but no fewer than 5 (five) members, shall be capable of adopting valid resolutions until the vacancies are filled. In the agenda of the first General Meeting held after a member’s mandate expired, the Management Board shall include an item enabling the vacancy on the Supervisory Board to be filled. shall be amended to read as follows: The Supervisory Board which, following expiry of the mandates of certain members of the Supervisory Board, is composed of fewer members than the number determined by the General Meeting but no fewer than 5 (five) members, shall be capable of adopting valid resolutions until the vacancies are filled. In the agenda of the first General Meeting held after a member’s mandate expired, the Management Board shall include an item enabling the vacancy on the Supervisory Board to be filled. XXI. The current wording of Art. 38.2, reading as follows, shall be deleted: In the event of a tied vote (the number of votes in favour equals the sum of votes against and abstaining votes), the Chairperson of the Supervisory Board shall have the casting vote. XXII. The current wording of Art. 38.4, reading: A secret ballot shall be ordered at the request of a Supervisory Board member and when the voting concerns personnel matters. shall be amended to read as follows: A secret ballot shall be ordered at the request of a Supervisory Board member. XXIII. The current wording of Art. 38.5 and Art. 38.6, reading as follows, shall be deleted: 5. The Supervisory Board may adopt resolutions by written ballot or hold a meeting by means of remote communication, subject to applicable laws. The application of such a procedure shall require a justification, and the draft resolution shall first be presented to all members of the Supervisory Board. 6. Resolutions adopted by written ballot in accordance with Art. 38.5 shall be presented at the next meeting of the Supervisory Board, together with the results of the vote. XXIV. The current wording of Art. 39.3, reading: The Supervisory Board may authorise its Chairperson or Deputy Chairperson to perform actions related to the employment relationships of Management Board members. The Chairperson and Deputy Chairperson of the Supervisory Board shall advise the Supervisory Board, at its next valid meeting, of all actions performed in the exercise of the authority they have been granted by the Supervisory Board. shall be amended to read as follows: The Supervisory Board may authorise its Chairperson or Deputy Chairperson to perform certain actions provided for in the terms of legal relationship between the Company and a Management Board member. The Chairperson and Deputy Chairperson of the Supervisory Board shall advise the Supervisory Board, at its next valid meeting, of all actions performed in the exercise of the authority they have been granted by the Supervisory Board. XXV. The current wording of Art. 49, reading: The powers and responsibilities of the General Meeting include, without limitation: 1) review and approval of the financial statements for the previous financial year and of the Directors’ Report on the Company’s operations, 2) granting discharge to members of the Company’s governing bodies in respect of their duties, 3) distribution of profit or coverage of loss, 4) deciding on the dividend record date, on the dividend payment date and on payment of dividend in instalments, 5) review and approval of the consolidated financial statements for the previous financial year and of the Directors’ Report on the Group’s operations if the obligation to prepare them follows from the Polish Accountancy Act, 6) appointment and removal of the Supervisory Board members appointed by the General Meeting, including the Chairperson of the Supervisory Board, subject to the provisions of Art. 32.1 and Art. 34 of these Articles of Association, 7) determination of the rules and amounts of remuneration for Supervisory Board members, 8) approval of disposal or lease of the Company’s business or an organised part thereof, and creation of limited property rights therein, 9) approval of acquisition of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 10,000,000 (ten million złoty), 10) approval of disposition, including disposal and encumbrance with limited property rights, of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 2,000,000 (two million złoty), 11) approval of the execution by the Company of a loan, surety, or any other similar agreement with a member of the Management Board, Supervisory Board, proxy, liquidator, or for the benefit of any such person, 12) increase or reduction of the Company’s share capital, 13) issue of convertible bonds, bonds with pre-emptive rights and subscription warrants, 14) squeeze-out carried out in compliance with applicable laws, 15) recognition, use, and release of capital reserves, 16) use of statutory reserve funds, 17) decisions with respect to claims for redress of damage inflicted in the course of establishing the Company, its management or supervision, 18) merger, transformation, or demerger of the Company, 19) amendments to the Articles of Association and change of the Company’s business, 20) dissolution and liquidation of the Company, 21) review of the Supervisory Board’s reports referred to in Art. 30.1.8 and Art. 30.1.19, 22) approval of the Election Rules referred to in Art. 34 of these Articles of Association, as adopted by the Supervisory Board, defining the procedure for appointment of the Supervisory Board members elected from among candidates nominated by the employees, and 23) adoption of the rules of procedure for the General Meeting, defining in detail how the Meeting is to be held and adopt its resolutions. shall be amended to read as follows: The powers and responsibilities of the General Meeting include, without limitation: 1) review and approval of the financial statements for the previous financial year and of the Directors’ Report on the Company’s operations, 2) granting discharge to members of the Company’s governing bodies in respect of their duties, 3) distribution of profit or coverage of loss, 4) deciding on the dividend record date, on the dividend payment date and on payment of dividend in instalments, 5) review and approval of the consolidated financial statements for the previous financial year and of the Directors’ Report on the Group’s operations if the obligation to prepare them follows from the Polish Accountancy Act, 6) appointment and removal of Supervisory Board members, including the Chairperson of the Supervisory Board, subject to the provisions of Art. 32.2, 7) determination of the rules and amounts of remuneration for Supervisory Board members, 8) approval of disposal or lease of the Company’s business or an organised part thereof, and creation of limited property rights therein, 9) granting of consent for the following legal transactions, if the market value of the subject matter of such legal transactions exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets: a. acquisition or disposal of real property, perpetual usufruct of real property, an interest in real property or in perpetual usufruct right, b. acquisition or disposal of non-current assets, c. granting of the right to use non-current assets to another entity for a period longer than 180 days in a calendar year, d. acquisition, purchase or sale of shares in another company, 10) determination of rules for disposal of non-current assets with a value exceeding 0.1% of the Company’s total assets, 11) approval of the execution by the Company of a loan, surety, or any other similar agreement with a member of the Management Board, Supervisory Board, proxy, liquidator, or for the benefit of any such person, 12) increase or reduction of the Company’s share capital, 13) issue of convertible bonds, bonds with pre-emptive rights and subscription warrants, 14) squeeze-out carried out in compliance with applicable laws, 15) recognition, use, and release of capital reserves, 16) use of statutory reserve funds, 17) decisions with respect to claims for redress of damage inflicted in the course of establishing the Company, its management or supervision, 18) merger, transformation, or demerger of the Company, 19) amendments to the Articles of Association and change of the Company’s business, 20) dissolution and liquidation of the Company, 21) review of the Supervisory Board’s reports referred to in Art. 30.1.8, Art. 30.1.20, and Art. 30.1.22–23, 22) approval of the Election Rules referred to in Art. 34 of these Articles of Association, as adopted by the Supervisory Board, defining the procedure for appointment of the Supervisory Board members elected from among candidates nominated by the employees, 23) adoption of the rules of procedure for the General Meeting, defining in detail how the Meeting is to be held and adopt its resolutions, 24) determination of rules of remuneration for members of the Management Board, 25) determination of rules or recruitment and selection procedure for members of the Company’s Management Board. XXVI. The current wording of Art. 54 shall become Art. 54.1, after which new items shall be added numbered Art. 54.2 and Art. 54.3, reading as follows: 2. The Company may create and release other components of equity by way of resolution of the General Meeting to cover special losses or expenses, whether at the beginning or during the financial year. 3. The Company shall apply a tender procedure to dispose of non-current assets where the value the assets exceeds 0.1% of the Company’s total assets. The General Meeting may approve an exemption from this requirement by way of a resolution. XXVII. The current wording of Art. 55.1, reading: prepare financial statements for the previous financial year together with the Directors’ Report on the Company’s operations, within three months from the reporting date, shall be supplemented to read as follows: within three months from the reporting date, prepare financial statements for the previous financial year together with the Directors’ Report on the Company’s operations, including report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management fees, XXVIII. In Art. 55, after Art. 55.8, new Art. 55.9 shall be added, reading as follows: prepare and submit to the Supervisory Board the annual business plans and budgets as well as long-term strategic plans referred to in Art. 19.2.8. XXIX. The current wording of Art. 58, reading: 1. The Company’s announcements shall be published in Monitor Sądowy i Gospodarczy. Copies of such announcements shall be displayed at the Company’s registered office in a place available to all the employees. 2. The obligation to publish announcements in Monitor Sądowy i Gospodarczy and to display them at the Company’s registered office in such a manner as to make them available to all employees shall not apply to notices of General Meetings. Notices convening a General Meeting shall be published in accordance with Art. 402 1 of the Polish Commercial Companies Code. 3. Within one week of the closing of a General Meeting, the Management Board shall publish, on the Company’s website, full contents of the resolutions passed by the General Meeting, specifying, with respect to each resolution, the number of shares
from which valid votes were cast, the percentage share of those shares in the share capital, the total number of
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 8th 2017 the Company entered into a contract with Office Chérifien des Phosphates (“OCP”), with its registered office in Casablanca, Morocco, acting as the seller, for the purchase of Moroccan phosphate rock (the “Contract”).
The Contract was executed for a fixed term from April 1st 2017 to December 31st 2017 and provides for deliveries of phosphate rock in accordance with the agreed schedule and business terms. The value of deliveries to be made under the Contract is estimated at PLN 135,000,000.00 and exceeds 10% of the Company’s equity.
The other terms of the Contract do not differ from standard terms used in agreements of this type.
Information on execution of the Contract was classified as inside information by the Company because it refers to securing supply of phosphate rock, key raw material for production of compound fertilizers, in quantities sufficient to satisfy the Company’s annual demand for that material. What is more, OCP, as the world’s largest phosphate rock exporter, guarantees timely deliveries of the feedstock and ensures its high and consistent quality.
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. 2/2017 of January 25th 2017 and Current Report No. 12/2017 of March 13th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces a change of the release date for separate and consolidated full year reports for 2016. The reports will be published on April 28th 2017 (instead of April 20th 2017, as previously scheduled).
The Management Board of the Company further announces that the release date for the consolidated report on payments to governments has been postponed to April 28th 2017. Given the above, the Management Board will announce 2016 full year results as per the following updated 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 – April 28th 2017
- 2016 consolidated full year report – April 28th 2017
The consolidated report on payments to governments will be released on April 28th 2017.
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).
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 Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on March 29th 2017, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in total voting rights.
Shareholder: Grupa Azoty S.A.
Number of shares represented at the Extraordinary General Meeting – 49,500.000 Number of voting rights at the Extraordinary General Meeting – 49,500.000 Percentage share in voting rights represented at the Extraordinary General Meeting – 72.79% Percentage share in total voting rights – 66.00%
Shareholder: PZU Złota Jesień Pension Fund
Number of shares represented at the Extraordinary General Meeting – 11,900.000 Number of voting rights at the Extraordinary General Meeting – 11,900.000 Percentage share in voting rights represented at the Extraordinary General Meeting – 17.50% Percentage share in total voting rights – 15.87%
Shareholder: Agencja Rozwoju Przemysłu S.A.
Number of shares represented at the Extraordinary General Meeting – 6,607,966 Number of votes held at the Extraordinary General Meeting – 6,607,966 Percentage share in the votes represented at the Extraordinary General Meeting – 9.72% Percentage share in total voting rights – 8.81%
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).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Report No. 16/2017 of March 29th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 31st 2017 the Company’s Supervisory Board passed a resolution to approve the acquisition of up to 5,200,000 Series C registered new issue shares in PDH Polska S.A.
Under the resolution, the Supervisory Board granted approval for the Management Board to acquire up to 5,200,000 Series C registered new issue shares in PDH Polska S.A., with a par value and issue price of PLN 10 per share and total value of up to PLN 52,000,000.00 (fifty-two million złoty, 00/100).
Upon adoption of the resolution, the condition precedent specified in the Management Board’s resolution of March 29th 2017 to acquire, on the first exercise date, 2,917,875 Series C registered new issue shares in PDH Polska S.A., with a par value and issue price of PLN 10 per share and total value of PLN 29,178,750 (twenty-nine million, one hundred and seventy-eight thousand, seven hundred and fifty złoty, 00/100), was fulfilled.
The acquisition will be effected by the Company taking up the new shares in the increased share capital of PDH Polska 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: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 31st 2017 the Supervisory Board passed a resolution approving the Management Board’s recommendation on payment of dividend from 2016 net profit. For details of the recommendation, see Current Report No. 14/2017 of March 20th 2017.
In view of the approval, the Management Board will recommend that the Annual General Meeting allocate PLN 31,500,000.00 from net profit earned in the financial year January 1st−December 31st 2016 to dividend for the Company’s shareholders.
The final decision on distribution of profit for 2016 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).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 29th 2017 it resolved to acquire up to 5,200,000 Series C registered new issue shares in PDH Polska S.A.
Under the resolution, the Company resolved to acquire up to 5,200,000 Series C registered new issue shares in PDH Polska S.A. (the acquisition), with a par value and issue price of PLN 10 per share and total value of up to PLN 52,000,000.00 (fifty-two million złoty, 00/100).
The acquisition will be effected by the Company taking up the new shares in the increased share capital of PDH Polska S.A.
The new Series C registered shares will be acquired through closed offering, in which the shares will be offered to the shareholders with pre-emptive rights to acquire new Company shares pro rata to their existing shareholdings.
The Company further announces that, in order to implement the resolution, the Management Board will request the Supervisory Board for its approval of the transaction.
Furthermore, on March 29th 2017, the Management Board passed a resolution, subject to the Supervisory Board’s approval of the acquisition of up to 5,200,000 Series C registered new issue shares in PDH Polska S.A., to acquire also 2,917,875 Series C registered new issue shares in PDH Polska S.A., with a par value and issue price of PLN 10 per share and total value of PLN 29,178,750 (twenty-nine million, one hundred seventy-eight thousand, seven hundred and fifty złoty, 00/100), on the first exercise date.
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 Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on March 29th 2017, together with the results of voting on the resolutions.
At the General Meeting, the shareholders raised no objections to be recorded in the minutes.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 20th 2017 the Management Board passed a resolution to propose to the Annual General Meeting that a dividend of PLN 31,500,000.00 be paid to the Company’s shareholders from net profit earned in the period January 1st−December 31st 2016.
The Company also reports that, pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board’s recommendation will be submitted to the Company’s Supervisory Board for assessment. The final decision on distribution of profit for 2016 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes the estimated key consolidated operating results of the Grupa Azoty Zakłady Chemiczne Police Group for 2016.
Revenue: PLN 2,416.98m
EBITDA: PLN 187.90m
EBIT: PLN 99.30m
Net profit: PLN 69.71m
Segment results:
Fertilizers:
Revenue: PLN 2,050.05m
EBITDA: PLN 144.55m
Pigments:
Revenue: PLN 308.04m
EBITDA: PLN 32.17m
Other:
Revenue: PLN 58.90m
EBITDA: PLN 11.18m
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 annual report for 2016 will be issued on April 20th 2017, as announced by the Company in Current Report No. 12/2017 of March 13th 2017.
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. 2/2017 of January 25th 2017, the Management Board of Grupa Azoty Zakłady Chemiczne “Police” S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2016 has been postponed from March 16th 2017 to April 20th 2017.
Furthermore, the Company’s Management Board announces that the release date for the consolidated report on payments to governments has been changed to April 20th 2017.
Given the above, the Management Board will announce 2016 full year results as per the following updated 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 – April 20th 2017
- 2016 consolidated full year report – April 20th 2017
The consolidated report on payments to governments will be released on April 20th 2017.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 3rd 2017 the Supervisory Board of the Company passed a resolution to appoint Ms Anna Tarocińska to the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the ninth joint term of office as the Management Board member elected by Company employees.
The resolution to appoint a member of the Company’s Management Board of the 7th joint term of office became effective as of its date.
The Company’s Management Board further announces that Ms Anna Tarocińska, the newly appointed member of the Management Board, made a representation to the effect that she is not engaged in any activities competing with the Company’s business, nor is she a partner in any competing partnership under civil law or any other type of partnership, or a member of the governing body of any other competing legal person.
The representation also contains a declaration of the new Management Board member stating that she is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Company publishes, attached hereto, information concerning the new Management Board member’s educational background, qualifications, previously held positions, as well as a description of her employment history.
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 3rd 2016 Ms Anna Tarocińska tendered her resignation from the Company’s Supervisory Board, with effect from March 3rd 2017.
The resignation is due to the appointment of Ms Tarocińska, as of March 3rd 2017, to the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the seventh joint term of office, as the Management Board member elected by Company employees.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes draft resolutions to be considered at the Extraordinary General Meeting convened for March 29th 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Extraordinary General Meeting.
Pursuant to Art. 399.1 and Art. 400.1 of the Commercial Companies Code and Art. 41.1.3 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Extraordinary General Meeting of the Company, to be held at the Company’s registered office at 12 noon on March 29th 2017.
The Extraordinary General Meeting is convened at the request of Grupa Azoty S.A. of Tarnów as a shareholder representing at least one-twentieth of the Company’s share capital. The request was submitted to the Company in electronic form on February 24th 2017. The shareholder also requested that the following items be placed in the General Meeting’s agenda:
• “Adoption of a resolution to determine the amounts of remuneration for members of the Company’s Supervisory Board”,
• “Adoption of a resolution to determine the rules of remuneration for members of the Company’s Management Board”.
Agenda:
1. Opening of the Extraordinary General Meeting and appointment of the Chairperson.
2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.
3. Adoption of the agenda.
4. Appointment of the Ballot Counting Committee.
5. Adoption of a resolution to determine the amounts of remuneration for members of the Company’s Supervisory Board.
6. Adoption of a resolution to determine the rules of remuneration for members of the Company’s Management Board.
7. Closing of the Meeting.
The Company’s Management Board further announces that:
I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda for the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than twenty-one days prior to the scheduled date of the Extraordinary General Meeting, that is by March 8th 2017. The request may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Spółki Grupa Azoty Zakłady Chemiczne (Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.), ul. Kuźnicka 1, 72-010 Police, Poland.
III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Extraordinary General Meeting.
IV. A shareholder who is a natural person may participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Extraordinary General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy.
A power of proxy shall be made in writing and attached to the minutes of the Extraordinary General Meeting, or in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms.
If power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The shareholder should also take all due care to facilitate successful verification of the power of proxy’s validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted.
In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Extraordinary General Meeting.
The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register.
If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Extraordinary General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interest. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using means of electronic communication.
VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means.
VII. The record date for participation in the Extraordinary General Meeting is March 13th 2017. The Extraordinary General Meeting may only be attended by persons who are the Company’s shareholders as at the record date.
VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of the Extraordinary General Meeting (i.e. February 28th 2017), and not later than on the first weekday after the record date (i.e. March 14th 2017), the entity keeping the holder’s securities account issues a personal certificate confirming the holder’s right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
IX. The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Extraordinary General Meeting convened for March 29th 2017 may be attended by persons who:
- are the Company’s shareholders as at the record date, i.e. March 13th 2017, and:
- not earlier than on February 28th 2017 and not later than on March 14th 2017 submitted a request to the entity keeping their securities account to issue a personal certificate confirming their right to participate in the Extraordinary General Meeting.
X. A list of shareholders eligible to attend the Extraordinary General Meeting will be on display at the Company’s registered office at ul. Kuźnicka 1, Police (Management Board Office, room 137 in the Main Office Building), between 9am and 3pm on March 24th, 27th and 28th 2017. Shareholders may request that the list of shareholders eligible to attend the Extraordinary General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following dedicated e-mail address of the Company: ##lpact.edaxrt#at#vgjeppodin.rdb##.
XI. The full text of documents to be presented to the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda for the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Extraordinary General Meeting are requested to register and collect voting cards at the Meeting’s venue prior to its opening.
XIII. More details on the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com.
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, as amended).
Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Reports No. 53/2016 of October 26th 2016, No. 55/2016 of November 8th 2016 and No. 56/2016 of November 14th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on February 2nd 2017 it was notified that on the same day the District Court for Szczecin-Centrum of Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of the Company’s subsidiary PDH Polska S.A. of Police (“PDH Polska”).
Following the registration, PDH Polska’s share capital was increased from PLN 60m to PLN 128m. PDH Polska’s share capital currently comprises 12,800.000 shares (previously, 6,000.000) with a par value of PLN 10 per share.
As a result of the share capital increase, the number of shares held by the Company rose from 6,000,000 to 12,300.000 shares with a par value of PLN 10 per share and a total value of PLN 123m.
At present, the Company’s interest in the share capital of PDH Polska is 96.09%, with the remaining shares held by Grupa Azoty 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: 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 Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on January 26th 2017, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in total voting rights.
Shareholder: Grupa Azoty S.A.
Number of shares represented at the Extraordinary General Meeting – 49,500.000
Number of voting rights at the Extraordinary General Meeting – 49,500.000
Percentage share in voting rights represented at the Extraordinary General Meeting – 80.62% Percentage share in total voting rights – 66.00%
Shareholder: PZU Złota Jesień Pension Fund
Number of shares represented at the Extraordinary General Meeting – 11,900.000
Number of voting rights at the Extraordinary General Meeting – 11,900.000
Percentage share in voting rights represented at the Extraordinary General Meeting – 19.38%
Percentage share in total voting rights – 15.87%
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on January 26th 2017, together with the results of voting on the resolutions.
At the General Meeting, the shareholders raised no objections to be recorded in the minutes.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 26th 2017 the Extraordinary General Meeting passed a resolution to remove Mr Dariusz Hac, Chairman of the Supervisory Board, from the Company’s Supervisory Board of the seventh term of office.
The resolution does not explain the reasons for Mr Hac’s removal.
The Extraordinary General Meeting also adopted a resolution to appoint Ms Joanna Habelman, previously serving as Deputy Chairperson of the Supervisory Board, as Chairperson of the Supervisory Board.
The above resolutions became effective as of their dates.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “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
The Management Board of the Company further announces that the consolidated statement of payments to governments will be released on March 16th 2017.
At the same time, the Management Board announces that the Company will not publish separate quarterly reports, 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 (consolidated text: Dz.U. of 2014, item 133, as amended) (the “Regulation”). The consolidated quarterly reports will incorporate condensed consolidated quarterly financial statements and quarterly financial information.
Further, the Company will not publish separate and consolidated quarterly results for Q4 2016 and Q2 2017, as permitted under Par. 101.2 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 (consolidated text: Dz.U. of 2014, item 133, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 17th 2017 the Company executed an ilmenite purchase agreement (the “Agreement”) with Titania AS of Hauge i Dalane, Norway (the seller).
The Agreement has an estimated value of PLN 140,000,000.00, and was executed for a definite term, from September 1st 2017 to December 31st 2019. Under the Agreement, ilmenite will be delivered according to an agreed delivery schedule and commercial terms.
The other terms of the Agreement do not differ from standard terms used in agreements of this type. The Agreement does not provide for any contractual penalties.
Information on execution of the Agreement was classified as inside information by the Company because it refers to securing long-term supply of ilmenite, key raw material for production of titanium white.
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 Chemiczne Police S.A. (the “Company”) publishes draft resolutions to be considered at the Extraordinary General Meeting convened for January 26th 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).
Documents:
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Extraordinary General Meeting.
Pursuant to Art. 399.1 and Art. 400.1 of the Commercial Companies Code and Art. 41.1.3 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Extraordinary General Meeting of the Company, to be held at the Company’s registered office at 11am on January 26th 2017.
The Extraordinary General Meeting is convened at the request of Grupa Azoty S.A. of Tarnów as a shareholder representing at least one-twentieth of the Company’s share capital. The request was submitted to the Company in electronic form on December 29th 2016. The shareholder also requested that “Changes in the composition of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.” be included in the agenda of the Meeting.
Agenda:
1. Opening of the Extraordinary General Meeting and appointment of the Chair.
2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.
3. Adoption of the agenda.
4. Appointment of the Ballot Counting Committee.
5. Changes in the composition of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.
6. Closing of the Meeting.
The Company’s Management Board further announces that:
I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than twenty-one days prior to the scheduled date of the Extraordinary General Meeting, that is by January 5th 2017. The request may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been placed or which are to be placed on the agenda. The request may be submitted
in electronic form to the following dedicated e-mail address of the Company: ##lpact.edaxrt#at#vgjeppodin.rdb##, or
in paper form by post to: Zarząd Spółki Grupa Azoty Zakłady Chemiczne “Police” S.A., ul. Kuźnicka 1, 72 010 Police.
III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Extraordinary General Meeting.
IV. A shareholder who is a natural person may participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Extraordinary General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy.
A power of proxy should be made in writing
and attached to the minutes of the Extraordinary General Meeting, or granted in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms.
If a power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The shareholder should also take all due care to facilitate successful verification of the power of proxy’s validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted.
In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Extraordinary General Meeting.
The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy, to be presented at the time of drafting the attendance list. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register.
If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Extraordinary General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interests. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using electronic means of communication.
VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means.
VII. The record date for participation in the Extraordinary General Meeting is January 10th 2017. The Extraordinary General Meeting may only be attended by persons who are the Company’s shareholders as at the record date for participation in the Extraordinary General Meeting.
VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of the Extraordinary General Meeting (i.e. December 30th 2016), and not later than on the first weekday after the record date (i.e. January 11th 2017), the entity keeping the holder’s securities account issues a personal certificate confirming the holder’s right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
IX. The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Extraordinary General Meeting convened for January 26th 2017 may be attended by persons who:
- are the Company’s shareholders as at the record date, i.e. January 10th 2017, and:
- not earlier than on December 30th 2016 and not later than on January 11th 2017 submitted a request to the entity keeping their securities account
to issue a certificate to their name confirming their right to participate in the Extraordinary General Meeting.
X. A list of shareholders eligible to attend the Extraordinary General Meeting will be on display at the Company’s registered office at ul. Kuźnicka 1, Police (Management Board Office, room 137 in the Main Office Building), between 9am and 3pm on January 23rd, January 24th and January 25th 2017. Shareholders may request that the list of shareholders eligible to attend the
Extraordinary General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following dedicated e-mail address of the Company: ##lpact.edaxrt#at#vgjeppodin.rdb##.
XI. The full text of documents to be presented to the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda for the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Extraordinary General Meeting are requested to register and collect voting cards at the Meeting’s venue prior to its opening.
XIII. More details on the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com.
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, as amended).
Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that a ‘Term Sheet for the Exclusive Propylene Sale Agreement’ (“Term Sheet”) has been agreed upon in connection with the PDH Project currently under development. The parties to the Term Sheet are PDH Polska S.A. (a Company subsidiary) and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.
According to the Term Sheet, the entire volume of propylene produced by PDH Polska S.A. after the PDH plant project is completed will be purchased by Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. for a minimum period of seven years as of the first delivery date.
The estimated propylene production volume specified in the Term Sheet is 427,000 tonnes a year, with the proviso that this does not apply to the 12-month start-up period.
By signing the Term Sheet, the parties have agreed to enter into good faith negotiations on a final draft of the propylene sale agreement, with terms not significantly different from the terms agreed upon in the Term Sheet.
All terms contained in the Term Sheet are for information purposes only and do not constitute an offer as they may be subject to change.
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. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that yesterday it completed the process to execute Amendment 5, dated December 20th 2016, to multi-purpose credit facility agreement no. WAR/4050/13/239/CB of February 18th 2014 (“Agreement”) concluded between Grupa Azoty Zakłady Chemiczne Police S.A. and its subsidiary African Investment Group S.A. (“AFRIG S.A.”), as the borrowers, and Bank BGŻ BNP Paribas S.A., as the lender.
Pursuant to Amendment 5, the facility limit of EUR 13,000,000 was increased by EUR 9,000,000, to EUR 22,000,000.
The increased facility is to be used to repay a loan advanced by the Company to AFRIG S.A. (see Current Report No. 47/2016) and to finance AFRIG S.A.’s day-to-day operations.
The facility’s current availability period is from December 20th 2016 to February 17th 2019.
Interest on the facility was determined on arm’s-length terms, based on variable EURIBOR rate plus a margin.
The facility is secured with the borrowers’ statements on submission to enforcement in accordance with Art. 777.5 of the Polish Code of Civil Procedure.
The other terms of the Agreement do not differ from standard terms used in agreements of this type.
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. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that material changes in the key parameters underlying the valuation of phosphate rock deposits in the Kebemer area, covered by an exploration licence held by African Investment Group S.A. (“AFRIG S.A.”), have been identified and confirmed to be reasonable.
Since indications of impairment of AFRIG S.A.’s assets have been confirmed in accordance with IFRS 6, the Company will carry out an impairment test at AFRIG S.A. in accordance with IAS 36.
Results of the test will be announced by the Company in a separate current report.
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 votes at the General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on December 14th 2016, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in total voting rights.
Shareholder: Grupa Azoty S.A.Number of shares represented at the Extraordinary General Meeting – 49,500,000Number of votes held at the Extraordinary General Meeting – 49,500,000Percentage share in the votes represented at the Extraordinary General Meeting – 100.00%Percentage share in total voting rights – 66.00%
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 2013, item 1382, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on December 14th 2016, together with the results of voting on the resolutions.
At the Meeting, the proxy of shareholder Grupa Azoty S.A. requested that the agenda published in Current Report No. 60/2016 of November 21st 2016 be amended by removing items 6 and 7. The General Meeting therefore adopted the amended agenda as presented in Resolution 2 attached hereto.
Considering that an electronic vote counting system, operated by a specialist service provider, was used during the General Meeting, acting in line with the Rules of Procedure for the General Meeting, the Extraordinary General Meeting resolved not to appoint a Ballot Counting Committee (item 4 of the agenda ‘Appointment of the Ballot Counting Committee’).
At the General Meeting, no objections were recorded by shareholders in the minutes.
Legal basis: Par. 38.1.7 and Par. 38.1.8 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 (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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 14th 2016, pursuant to a resolution adopted by the Extraordinary General Meeting, Ms Maria Więcek was appointed to the Company’s Supervisory Board of the seventh term of office as a representative of the employees.
The resolution to appoint a member to the Company’s Supervisory Board of the seventh term of office became effective as of its date.
The Management Board further announces that Ms Maria Więcek, the newly appointed Member of the Supervisory Board, made a representation to the effect that she is not engaged in any activities competing with the Company’s business, nor is she a partner in any competing partnership under civil law or any other type of partnership, or a member of the governing body of any other competing legal person.
The representation also contains a declaration of the new Supervisory Board member stating that she is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Company publishes, attached hereto, information on the new member’s educational background, qualifications, previously held positions, as well as a description of her employment history.
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
Further to Current Reports No. 58/2016 and 59/2016 of November 16th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 21st 2016 it received a request from Grupa Azoty S.A., a shareholder in the Company, holding 66.00% of its share capital, that the following items be added to the agenda of the Extraordinary General Meeting convened for December 14th 2016:
1. Changes in the composition of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.2. Appointment of a new Chairperson of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. and removal of the existing Chairperson of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.
The request meets the requirements set forth in Art. 401.1 of the Commercial Companies Code.Reasons for adding the new agenda items cited by Grupa Azoty S.A.:The request was made by Grupa Azoty S.A. in the exercise of its shareholder’s rights under the Commercial Companies Code and provisions of the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.
The agenda of the Company’s Extraordinary General Meeting convened for December 14th 2016, including the amendments made with due regard to the reasons given above, is as follows:1. Opening of the Extraordinary General Meeting and appointment of the Chairperson.2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.3. Adoption of the agenda.4. Appointment of the Ballot Counting Committee.5. Adoption of a resolution to appoint a member of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.6. Changes in the composition of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.7. Appointment of a new Chairperson of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. and removal of the existing Chairperson of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.8. Closing of the Meeting.The Management Board publishes, attached hereto, draft resolutions along with the grounds, as submitted by Grupa Azoty S.A. with respect to items 6 and 7 of the agenda.
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. further announces that an amended notice of the Extraordinary General Meeting, the draft resolutions, and a form of power of proxy along with amended voting instructions are available at the Company’s website (www.zchpolice.grupaazoty.com).
Other details of the Company’s Extraordinary General Meeting convened for December 14th 2016 remain unchanged.
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 (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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes draft resolutions to be considered at the Extraordinary General Meeting convened for December 14th 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, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Extraordinary General Meeting. Pursuant to Art. 399.1 of the Commercial Companies Code and Art. 41.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Extraordinary General Meeting of the Company, to be held at 11 am on December 14th 2016 at the Company’s registered office, with the following agenda:1. Opening of the Extraordinary General Meeting and appointment of the Chairperson.2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.3. Adoption of the agenda.4. Appointment of the Ballot Counting Committee.5. Adoption of a resolution to appoint a member of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.6. Closing of the Meeting.
The Company’s Management Board further announces that:
I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda for the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than twenty-one days prior to the scheduled date of the Extraordinary General Meeting, that is by November 23rd 2016. The request may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Extraordinary General Meeting.
IV. A shareholder who is a natural person may participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Extraordinary General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy. A power of proxy shall be made in writing and attached to the minutes of the Extraordinary General Meeting, or in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms. If power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The shareholder should also take all due care to facilitate successful verification of the power of proxy’s validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted. In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Extraordinary General Meeting. The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register. If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Extraordinary General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interests. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using means of electronic communication.
VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means.
VII. The record date for participation in the Extraordinary General Meeting is November 28th 2016.The Extraordinary General Meeting may only be attended by persons who are the Company’s shareholders as at the record date.
VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of the Extraordinary General Meeting (i.e. November 16th 2016), and not later than on the first weekday after the record date (i.e. November 29th 2016), the entity keeping the holder’s securities account issues a personal certificate confirming the holder’s right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
IX. The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Extraordinary General Meeting convened for December 14th 2016 may be attended by persons who:- are the Company’s shareholders as at the record date, i.e. November 28th 2016, and:- not earlier than on November 16th 2016 and not later than on November 29th 2016 submitted a request to the entity keeping their securities account to issue a personal certificate confirming their right to participate in the Extraordinary General Meeting.X. A list of shareholders eligible to attend the Extraordinary General Meeting will be on display at the Company’s registered office at ul. Kuźnicka 1, Police (Management Board Office, room 137 in the Main Office Building), between 9 am and 3 pm on December 9th, December 12th and December 13th 2016. Shareholders may request that the list of shareholders eligible to attend the Extraordinary General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following dedicated e-mail address of the Company: ##lpact.edaxrt#at#vgjeppodin.rdb##.
XI. The full text of documents to be presented to the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda for the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Extraordinary General Meeting are requested to register and collect voting cards at the Meeting’s venue prior to its opening.
XIII. More details on the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com.
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, as amended).
Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 14th 2016 the Company’s Supervisory Board passed a resolution to remove Mr Rafał Kuźmiczonek from the position of Management Board member.
Mr Rafał Kuźmiczonek had been elected by the Company’s employees and served as Vice-President of the Company’s Management Board of the seventh joint term of office. The resolution to remove the Management Board member took effect 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).
Legal basis: Art. 17.1 of MAR – Inside information
With reference to Current Report No. 53/2016 of October 26th 2016 and Current Report No. 55/2016 of November 8th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 14th 2016 the Company’s Supervisory Board passed a resolution to approve the acquisition of 6,300,000 Series B new registered shares in PDH Polska S.A.
Under the resolution, the Supervisory Board resolved to approve the acquisition of 6,300,000 Series B new registered shares in PDH Polska S.A. (the acquisition), with a par value and issue price of PLN 10 per share and a total par value of PLN 63,000,000.00 (sixty three million złoty, 00/100), which will be paid for in cash by December 10th 2016.The acquisition will be effected by the Company taking up the new shares in the increased share capital of PDH Polska S.A.
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).
Legal basis: Art. 17.1 of MAR – Inside information
With reference to Current Report No. 53/2016 of October 26th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 8th 2016 it passed a resolution to repeal the Management Board’s resolution of October 25th 2016 concerning the acquisition of 12,000,000 Series B new registered shares in PDH Polska S.A., with a par value and issue price of PLN 10 per share and a total par value of PLN 120,000,000.00.
Furthermore, under the Management Board’s resolution of November 8th 2016, it was resolved that the Company would acquire 6,300,000 Series B new registered shares in PDH Polska S.A. (the acquisition), with a par value and issue price of PLN 10 per share and total par value of PLN 63,000,000.00 (sixty three million złoty, 00/100), which will be paid for in cash by December 10th 2016.
The acquisition will be effected by the Company taking up the new shares in the increased share capital of PDH Polska S.A.
The Company further announces that in order to implement the resolution the Management Board will request the Supervisory Board for its approval of the transaction.
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).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 8th 2016 the Company executed a contract for the supply of compound fertilizers and urea with Thorø Nielsen A/S of Herning, Denmark, as the buyer (the “Contract”).
The Contract was executed for a fixed term from January 1st 2017 to December 31st 2019, in accordance with the agreed schedule and business terms. The estimated value of deliveries to be made under the Contract totals PLN 135,295,425.00, VAT exclusive.
The other terms of the Contract do not differ from standard terms used in agreements of this type. The Contract does not provide for any contractual penalties.
Since its value exceeds 10% of the Company’s equity, the Contract meets the criteria of significant agreement.
Legal basis: Art. 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).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 25th 2016 it resolved to acquire 12,000,000 Series B registered new issue shares in PDH Polska S.A.
Under the resolution, the Company resolved to acquire 12,000,000 Series B registered new issue shares in PDH Polska S.A. (the acquisition), with a par value and issue price of PLN 10 per share and total par value of PLN 120,000,000.00 (one hundred and twenty million złoty, 00/100), which will be paid for in cash as follows:a. PLN 68,000,000.00 (sixty-eight million złoty, 00/100) by December 10th 2016; b. PLN 52,000,000.00 (fifty-two million złoty, 00/100) by December 31st 2017.
The acquisition will be effected by the Company taking up the new shares in the increased share capital of PDH Polska S.A.
The Company further announces that in order to implement the resolution the Management Board will request the Supervisory Board for its approval of the transaction.
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).
Legal basis: Art. 70.3 of the Public Offering Act − List of shareholders holding 5% or more of total votes at the General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on October 12th 2016, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in total voting rights.
Shareholder: Grupa Azoty S.A.Number of shares represented at the Extraordinary General Meeting – 49,500,000Number of votes held at the Extraordinary General Meeting – 49,500,000Percentage share in the votes represented at the Extraordinary General Meeting – 73.03%Percentage share in total voting rights – 66.00%
Shareholder: PZU Złota Jesień Pension FundNumber of shares represented at the Extraordinary General Meeting – 11,673,000Number of votes held at the Extraordinary General Meeting – 11,673,000Percentage share in the votes represented at the Extraordinary General Meeting – 17.22%Percentage share in total voting rights – 15.56%
Shareholder: Agencja Rozwoju Przemysłu S.A.Number of shares represented at the Extraordinary General Meeting – 6,607,966Number of votes held at the Extraordinary General Meeting – 6,607,966Percentage share in the votes represented at the Extraordinary General Meeting – 9.75%Percentage share in total voting rights – 8.81%
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 2013, item 1382, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on October 12th 2016, together with the results of voting on the resolutions.
At the General Meeting, no objections were recorded by shareholders in the minutes.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, a draft resolution submitted by eligible shareholder Agencja Rozwoju Przemysłu S.A. (“ARP S.A.”). during the Company’s Extraordinary General Meeting on October 12th 2016.The draft resolution proposed by ARP S.A., which is attached as an appendix to this Current Report, relates to item 5 of the EGM agenda “Adoption of a resolution concerning disposal of the Company’s property”.
The draft resolution attached hereto was not passed by the Extraordinary General Meeting.
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 in Dz. U. of 2014, item 133, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Reports No. 27/2016 of May 30th 2016, No. 33/2016 of June 27th 2016, No. 34/2016 of June 28th 2016 and No. 42/2016 of July 22nd 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 12th 2016 the Company’s subsidiary African Investment Group S.A. of Dakar (“AFRIG S.A.”) made a decision to write off the following assets:
• the stock of phosphate rock in the Lam Lam area (XOF 817,339 thousand, i.e. about PLN 5.4m), due to the fact that the product has no commercial value;
• the intangible assets in the form of capitalised expenditure on exploration for and evaluation of mineral deposits in the Lam Lam area (XOF 1,603,664 thousand, i.e. approximately PLN 10.6m), and the non-depreciated value of the Lam Lam deposits (XOF 302,232 thousand, i.e. approximately PLN 2m) following the expiry in August 2016 of the mining licence for the Lam Lam area and final discontinuation of mining work in that area in 2014. As there was no rationale to continue the exploration work, the company did not elect to apply for an extension of the licence.
The write-off of the above assets by AFRIG S.A. will have a negative effect on the consolidated financial performance and total assets reported in the Company’s consolidated financial statements for the first nine months of 2016, totalling XOF 2,723,235 thousand (equivalent to about PLN 18m, as at September 30th 2016).
Legal basis: Art. 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 (Official Journal of the European Union L 173/1 of 12 June 2014, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 4th 2016 the Company and its Parent, Grupa Azoty S.A. (“Grupa Azoty”), signed a letter of intent concerning Grupa Azoty’s equity involvement in the PDH Project (the “Letter of Intent”).
The investment project providing for the construction of a propane dehydrogenation unit for the purposes of propylene production, with an annual capacity of over 400 thousand tonnes (“PDH Project”), is being implemented by PDH Polska S.A. (“PDH Polska”), the Company’s subsidiary.
Currently, following a review, the total value of the PDH Project covered by a project finance plan (including capital expenditure, capital expenditure reserve, finance cost in the construction phase, debt service reserve account and PDH Polska’s operating expenses in the construction phase) exceeds USD 700m (over PLN 2,693m, as translated at the mid exchange rate quoted by the National Bank of Poland for October 4th 2016), with the following model financing structure:a) 30% − subordinated financing (equity and subordinated loan),b) 70% − senior debt.
The final amount of the PDH Project’s capital expenditure will be known after work is completed on the FEED documentation and the contractor for the delivery of a unit for propylene production using the PDH method is selected.
As announced in Current Report No. 5/2015 of the Company, dated March 27th 2015, the project CAPEX was then estimated at PLN 1,675m.
The parties to the Letter of Intent agreed to:- cooperate in arranging the capital necessary for the execution of the PDH Project by PDH Polska; - make contributions to PDH Polska’s equity to be used to finance the execution of the PDH Project; Grupa Azoty is interested in direct involvement in PDH Polska in the form of a contribution to equity, and in supporting PDH Polska in acquiring debt capital, working capital and other forms of financing.
The final ownership structure of PDH Polska, as well as the amounts and timetable of capital contributions to PDH Polska will be determined by the steering committee appointed under the Letter of Intent.
The Letter of Intent will be valid until December 31st 2019 or until the parties resolve to terminate their cooperation. The Letter of Intent also provides for its optional extension upon the parties’ agreement.
The Company would also like to note that the Cooperation Agreement between the Company, Polski Fundusz Rozwoju S.A. (formerly: Polskie Inwestycje Rozwojowe S.A.) and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. concluded on May 19th 2015 remains in effect. The Cooperation Agreement was announced by the Company in Current Report 14/2015 of May 19th 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 June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on September 23rd 2016 a loan agreement (the “Agreement”) was made between the Company, as the lender, and African Investment Group S.A. of Dakar (“AFRIG S.A.”), the Company’s subsidiary, as the borrower. The Company holds 54.90% of AFRIG S.A. shares.Under the Agreement, the Company granted to AFRIG S.A. a loan totalling EUR 4.800m (PLN 20,610,720.00, translated at the mid exchange rate quoted by the National Bank of Poland for September 23rd 2016). The loan was granted to enable AFRIG S.A. to pay its liabilities to suppliers of goods and services and to continue its research and development projects. The loan was granted for the period from September 23rd 2016 to the agreed final repayment date, which is to be no later than 24 months after the Agreement date.
Interest on the loan was determined on arm’s-length terms, based on variable EURIBOR rate plus a margin.
Security in respect of the loan was provided in the form of the borrower’s representation on submission to enforcement in accordance with Art. 777.5 of the Polish Code of Civil Procedure.No contractual penalties are provided for in the Agreement.
The other terms of the Agreement do not differ from standard terms used in agreements of this type.
Legal basis: Art. 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 (Official Journal of the European Union L 173/1 of 12 June 2014).
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Report No. 9/2015 of April 23rd 2015, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police” or “Borrower”) announces that on September 20th 2016 Grupa Azoty Police together with Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Chemiczne Police S.A.; “Parent”) and selected companies of the Parent’s Group (“Borrowers” or “Group Companies”) executed an annex to a multi-purpose credit facility agreement (“MPCF Agreement”) with Powszechna Kasa Oszczędności Bank Polski S.A. (“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 liabilities related to their business and payments under letters of credit and bank guarantees issued by the Bank. The limit made available by the Bank is available to the individual Borrowers in the form of sub-limits established by the Company. As at the date of the annex to the MPCF Agreement, the sub-limit for Grupa Azoty Police was set at PLN 82,000,000. The sub-limit amounts may be changed at the Parent’s request at any time throughout the facility term, with the proviso that the aggregate amount drawn by the Parent and Group Companies under all sub-limits at any given time 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 Police, Grupa Azoty Zakłady Azotowe Puławy 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 Company’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 any new entities become parties to the surety agreement. The share of each surety provider (including Grupa Azoty Police) 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 no more than PLN 96,000,000. The surety providers’ liability under the surety agreement is several but not joint. As of its date, the surety agreement superseded the previous surety agreement securing the Bank’ claims under the MPCF Agreement of April 23rd 2015.The surety expires on the expiry of the security term, which ends upon repayment of debt under the MPCF Agreement. The sureties were provided on an arm’s length basis, against appropriate compensation. No other financial terms of the surety were defined.
The Parent is liable to repay all amounts due under the MPCF Agreement, and Grupa Azoty Police is liable to repay 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 the surety providers, including Grupa Azoty Police, concerning for instance disposal of their material assets or encumbering such assets, granting of loans and guarantees, payment of dividends, and incurring 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. 9/2015 of April 23rd 2015, the Management Board of Grupa Azoty Police also announces that on September 20th 2016, Grupa Azoty Police, together with the Parent and selected companies of the Parent’s Group (as Borrowers), signed 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, as of October 1st 2016, the Overdraft Agreement will be tied to actual cash pooling at PKO BP, 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 Group companies to use the Group’s global liquidity limit, determined based on concurrent positive and negative balances in the Group companies’ current accounts used to finance their operations.
The limit made available by the Bank is available to the individual Borrowers in the form of sub-limits established by the Company. As at the date of the annex to the Overdraft Agreement, the sub-limit for Grupa Azoty Police was set at PLN 123,000,000. The respective sub-limit amounts are defined in an allocation instruction submitted by the Parent to the Bank. The sub-limit amounts may be changed at the Parent’s request at any time throughout the facility term, with the proviso that the aggregate amount drawn by the Parent and Group Companies under all sub-limits at any given time 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 Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Puławy 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 Company’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 any new entities become parties to the surety agreement. The share of each surety provider (including Grupa Azoty Police) 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 no more than PLN 124,000,000. The surety providers’ liability under the surety agreement is several but not joint. As of its date, the surety agreement superseded the previous surety agreement securing the Bank’ claims under the Overdraft Agreement of April 23rd 2015.The surety expires on the expiry of the security term, which ends upon repayment of debt under the Overdraft Agreement. The sureties were provided on an arm’s length basis, against appropriate compensation. No other financial terms of the surety were defined.
The Parent is liable to repay all amounts due under the Overdraft Agreement, and Grupa Azoty Police is liable to repay 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 the surety providers, including Grupa Azoty Police, concerning for instance disposal of their material assets or encumbering such assets, granting of loans and guarantees, payment of dividends, and incurring financial liabilities. The annual interest rate is the reference rate 1M WIBOR 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. 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes draft resolutions to be considered at the Extraordinary General Meeting convened for October 12th 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, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic informationThe Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Extraordinary General Meeting.
Pursuant to Art. 399.1 of the Commercial Companies Code and Art. 41.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Extraordinary General Meeting of the Company, to be held at 11am on October 12th 2016 at the Company’s registered office, with the following agenda:1. Opening of the Extraordinary General Meeting and appointment of the Chairperson.2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.3. Adoption of the agenda.4. Appointment of the Ballot Counting Committee.5. Adoption of a resolution concerning disposition of the Company’s property. 6. Closing of the Meeting.
The Company’s Management Board further announces that:
I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda for the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than twenty-one days prior to the scheduled date of the Extraordinary General Meeting, that is by September 21st 2016. The request may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Extraordinary General Meeting.
IV. A shareholder who is a natural person may participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Extraordinary General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy. A power of proxy shall be made in writing and attached to the minutes of the Extraordinary General Meeting, or in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms. If power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The shareholder should also take all due care to facilitate successful verification of the power of proxy’s validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted. In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Extraordinary General Meeting. The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register. If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Extraordinary General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interests. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using means of electronic communication.
VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means.
VII. The record date for participation in the Extraordinary General Meeting is September 26th 2016.The Extraordinary General Meeting may only be attended by persons who are the Company’s shareholders as at the record date.
VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of the Extraordinary General Meeting (i.e. September 12th 2016), and not later than on the first weekday after the record date (i.e. September 27th 2016), the entity keeping the holder’s securities account issues a personal certificate confirming the holder’s right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
IX. The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Extraordinary General Meeting convened for October 12th 2016 may be attended by persons who:- are the Company’s shareholders as at the record date, i.e. September 26th 2016, and:- not earlier than on September 12th 2016 and not later than on September 27th 2016 submitted a request to the entity keeping their securities account to issue a personal certificate confirming their right to participate in the Extraordinary General Meeting.
X. A list of shareholders eligible to attend the Extraordinary General Meeting will be on display at the Company’s registered office at ul. Kuźnicka 1, Police (Management Board Office, room 137 in the Main Office Building), between 9am and 3pm on October 7th, October 10th and October 11th 2016. Shareholders may request that the list of shareholders eligible to attend the Extraordinary General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##.
XI. The full text of documents to be presented to the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda for the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Extraordinary General Meeting are requested to register and collect voting cards at the Meeting’s venue prior to its opening.
XIII. More details on the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com.
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, as amended).
Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 4th 2016 it was notified of the following decisions made by the Ministry of Industry and Mines of Senegal:
1) A decision to extend the licence for exploration for phosphates and related substances in the KEBEMER area (Lounga region, Senegal), granted to the Company’s subsidiary African Investment Group S.A. of Dakar (“AFRIG S.A.”), for another three years starting from July 9th 2016. Formerly, the exploration licence was granted to AFRIG S.A. for the period from July 10th 2013 to July 9th 2016. The extended licence covers an area of approximately 472 square kilometres. During the new licence term (three years), AFRIG S.A. is required to make exploration spending of USD 3m.
Further, the Company announces that AFRIG S.A. is taking steps to acquire a production licence in the KEBEMER area.
2) A decision to refuse to extend the licence for exploration for heavy minerals and related substances in the KAYAR OFFSHORE field (Dakar region, Senegal), held by AFRIG S.A. The expired exploration licence covered ilmenite as the main mineral, as well as rutile and zirconium. An estimate of mineral resources by AFRIG S.A. showed that incurring high costs of exploration is too risky. Thus AFRIG S.A. did not meet the minimum expenditure requirement defined in the exploration licence, which resulted in the negative decision of the Senegal’s Ministry of Industry and Mining.
Legal basis: Art. 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.
Legal basis: Art. 17.1 of MAR – Inside information
Further to Current Reports No. 27/2016 of May 30th 2016, No. 33/2016 of June 27th 2016 and No. 34/2016 of June 28th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on July 22nd 2016 it adopted a resolution to recognise an impairment loss on the full amount of receivables from a subsidiary, African Investment Group S.A. of Dakar, Senegal (“AFRIG S.A.”), totalling EUR 10.5m (PLN 46.4m as at June 30th 2016). The receivables are trade receivables for the supplies of fertilizers to Senegal in 2013–2014, when the Company endeavoured to enter a new, Senegalese, fertilizers market. The resolution was adopted after an examination of AFRIG S.A.’s financial standing and taking into consideration information on AFRIG S.A.’s recognition of the following impairment losses:
- impairment losses on receivables past due for more than one year, covering 100% of the receivables amount totalling XOF 2,877.5m (approximately PLN 19m as at June 30th 2016),
- write-downs on inventories of phosphate rock, which the Company presents under work in progress, deemed slow moving for over two years, covering 50% of their value, totalling XOF 817m (approximately PLN 5.4m as at June 30th 2016).
The Company’s recognition of the EUR 10.5m impairment loss referred to above will reduce the Company’s separate profit and total assets disclosed in the Company’s separate financial statements for H1 2016.
The recognition of impairment losses and inventory write-downs by the Company’s subsidiary, as described above, will reduce both the consolidated profit and total assets in the Company’s consolidated financial statements for H1 2016.
As the financial statements of Grupa Azoty Zakłady Chemiczne Police S.A. are subject to review by an independent auditor, the amounts disclosed above are not final and may change.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on July 15th 2016 the Company’s Supervisory Board passed resolutions to:
1. Remove Mr Artur Rzempała, Vice President of the Management Board, from the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the 7th joint term of office.
2. Appoint Mr Włodzimierz Zasadzki to the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the 7th joint term of office, to serve as Vice President of the Management Board.
The resolutions to remove and appoint a member of the Company’s Management Board of the 7th joint term of office became effective as of their date.
The Company’s Management Board further announces that Mr Włodzimierz Zasadzki, the newly appointed Vice President of the Management Board, 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, or a member of the governing body of any other competing legal person.
The representation also contains a declaration by the new Vice President of the Management Board stating that he is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Company publishes, attached hereto, information concerning the newly appointed Vice President’s educational background, qualifications, previously held positions, as well as a description of his employment history.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes its answers to the shareholders’ questions asked to the Management Board under Art. 428.1 of the Commercial Companies Code during the Annual General Meeting held on June 30th 2016.
Aware of how important it is that the shareholders have access to information on the Company’s operations, acting with utmost care and in compliance with the applicable legal regulations, the Company’s Management Board fulfils disclosure obligations binding on a public company. Compliance with the market communication policy and ensuring that the shareholders have access to all information necessary to take investment decisions are among the Company’s priorities; they ensure transparency of the Company’s operations, as well as easy and equal access to information.
Question 1:
Resolution No. 188/VII/16 of May 30th 2016 concerning a material error in the Company’s separate and consolidated financial statements for 2015 states that the information described in Par. 1 of that resolution will be reported to the Polish Financial Supervision Authority and to the Warsaw Stock Exchange. What is those institutions’ position on the issue at the moment? Has the Management Board’s recommendation to allocate the entire net profit to statutory reserve funds been changed?
During the Annual General Meeting held on June 30th 2016, the President of the Management Board said that basically, those institutions had made no comments on the issue and that he would deliver detailed information in writing, together with related correspondence.
Answer:
The Company explains that, having received the statements of position from the Polish Financial Supervision Authority and the Warsaw Stock Exchange, the Management Board did not change its earlier recommendation and the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. − acting pursuant to Resolution No. 7 of the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. held on June 30th 2016, concerning distribution of the net profit for the financial year 2015, and having considered the Supervisory Board’s opinion on the Management Board’s proposal concerning the distribution of profit for the financial year 2015 − resolved not to distribute the profit to shareholders (as dividend), but to allocate the entire net profit for the financial year 2015 to statutory reserve funds.
Question 2:
Have any reports been prepared which would give grounds for not granting discharge to the Management Board members in respect of their duties?
Answer:
The Company explains that the Management Board has no supervisory function over the Company and that it is the Supervisory Board’s role to exercise such supervision. Also, the Management Board is not in a position to assess grounds for granting or not granting discharge to former Management Board members in respect of their duties. The only corporate body authorised to make decisions concerning granting of such discharge is the Company’s General Meeting. Decisions concerning granting of discharge are made by the shareholders, relying on their own assessment of activities of individual members of the Company’s corporate bodies.
Question 3:
A retail shareholder asked for an explanation of the Management Board’s position on the current report in which the Management Board refers to the auditor’s statement that “it has found no sufficient basis to withdraw the opinions it had issued”; the shareholder further asked the President of the Management Board whether any work was carried which might cause such opinions to be changed.
Answer:
The Company understands that the question refers to the Company’s position included in Current Report No. 34/2016 of June 28th 2016 that the financial statements for 2015 need not to be corrected.
In Current Report No. 34/2016 of June 28th 2016, the Company explained that “in view of the position expressed by the Company’s auditor, who − referring to the information on errors reported by the Company in Current Report No. 27/2016 of May 30th 2016 − upheld the opinion on reliability of the separate and consolidated financial statements for 2015 published on March 11th 2015, the Management Board decided not to make changes to the Company’s and the Group’s financial statements for 2015”.
Accordingly, under (i) Resolution No. 6 of the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. held on June 30th 2016 concerning approval of the Company’s separate financial statements for 2015, having considered the Supervisory Board’s relevant opinion, the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. resolved to approve the Company’s separate financial statements; (ii) Resolution No. 9 of the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. held on June 30th 2016 concerning approval of the consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for 2015, having considered the Supervisory Board’s relevant opinion, the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. resolved to approve the consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for 2015.
However, the auditor made a reservation that its statement of position was not an auditor’s opinion, was based on documents and information presented to the auditor, might turn out to be incorrect, or might change, should the information and documents change or be supplemented (which the Company announced in Current Report No. 33/2016 of June 27th 2016).
In view of that reservation, in Current Report No. 34/2016 of June 28th 2016, the Company announced that all the issues relating to corrections, impairment losses and potential errors in the presentation of assets, equity and liabilities which were referred to in Current Report No. 27/2016 of May 30th 2016, as well as the manner of their presentation in the future, would be decided on in the process of preparation and adoption of financial statements for the following periods of 2016, to be subject to the auditor’s opinion.
Question 4:
Has the Company communicated the auditor’s statement of position quoted in Current Report No. 33/2016 to any shareholder?
Answer:
The Company’s answer to the question is ‘no’. The Company further explains that the auditor addressed and sent the statement of position to the Company and its shareholder, Grupa Azoty S.A., on the same day.
Legal basis: Par. 38.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by 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
Further to Current Report No. 38/2016 of July 12th 2016 on the appointment of a member of the Company’s Supervisory Board, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the newly appointed Member of the Company’s Supervisory Board, Ms Bożena Licht, has submitted a representation stating 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 a governing body of a corporation or of any other competing legal person;
− she 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that it was notified by the Ministry of State Treasury that, pursuant to Art. 32.1 of the Company’s Articles of Association, Ms Bożena Licht was appointed to the Company’s Supervisory Board of the 7th joint term of office. The appointment became effective on July 8th 2016.
The Company publishes, attached hereto, information on the newly appointed member’s educational background, qualifications, previously held positions, as well as a description of her employment history.
All relevant representations of the newly appointed member will be published by the Company promptly after their receipt.
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. 70.3 of the Public Offering Act − List of shareholders holding 5% or more of total votes at the General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting held on June 30th 2015, 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 voting rights.
Shareholder: Grupa Azoty S.A.Number of shares represented at the Annual General Meeting – 49,500,000Number of votes held at the Annual General Meeting – 49,500,000Percentage share in the votes represented at the Annual General Meeting – 69.19%Percentage share in total voting rights – 66.00%
Shareholder: PZU Złota Jesień Pension FundNumber of shares represented at the Annual General Meeting – 11,673,000Number of votes held at the Annual General Meeting – 11,673,000Percentage share in the votes represented at the Annual General Meeting – 16.32%Percentage share in total voting rights – 15.56%
Shareholder: Agencja Rozwoju Przemysłu S.A.Number of shares represented at the Annual General Meeting – 6,607,966Number of votes held at the Annual General Meeting – 6,607,966Percentage share in the votes represented at the Annual General Meeting – 9.24%Percentage share in total voting rights – 8.81%
Shareholder: The State Treasury, represented by the Minister of State TreasuryNumber of shares represented at the Annual General Meeting – 3,759,356Number of votes held at the Annual General Meeting – 3,759,356Percentage share in the votes represented at the Annual General Meeting – 5.25%Percentage share in total voting rights – 5.01%
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 2013, item 1382, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 30th 2016, together with the results of voting on the resolutions.
DURING THE ANNUAL GENERAL MEETING:
Furthermore, the Company’s Management Board announces that:
Legal basis: Par. 38.1.7 and 38.1.9 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 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 30th 2016, pursuant to resolutions adopted by the Extraordinary General Meeting, the following persons were appointed to the Company’s Supervisory Board of the seventh joint term of office:
The resolutions to appoint members of the Company’s Supervisory Board of the seventh term of office became effective as of their date.
The Company’s Management Board also reports that the newly appointed Chairman of the Supervisory Board Dariusz Hac and Members: Joanna Habelman, Agnieszka Ewa Dąbrowska, Anna Tarocińska, Mirosław Kozłowski and Andrzej Malicki – made 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 declarations of the new Members and Chairman of the Supervisory Board of the seventh term of office stating that they are not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Management Board publishes, attached hereto, biographical notes of the new Members.
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).
Legal basis: Art. 56.5 of the Public Offering Act – update
With reference to Current Reports No. 27/2016 of May 30th 2016 and No. 33/2016 of June 27th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that in view of the position expressed by the Company’s auditor who − referring to the information on errors reported by the Company in Current Report No. 27/2016 of May 30th 2016 − upheld the opinion on reliability of the separate and consolidated financial statements for 2015 published on March 11th 2015, the Management Board decided not to make changes to the Company’s and the Group’s financial statements for 2015. As a result, all the issues relating to corrections, impairment losses and potential errors in the presentation of assets, equity and liabilities which were referred to in Current Report No. 27/2016 of May 30th 2016, as well as the manner of their presentation in the future, will be decided on in the process of preparation and adoption of financial statements for the following periods of 2016.
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, as amended).
Legal basis: Art. 56.5 of the Public Offering Act – update
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 26th 2016 the Company received a statement of position by the auditor that had issued an opinion on reliability of the Company’s and the Group’s financial statements for 2015 published on March 11th 2016, in which financial statements the Company’s Management Board found material errors, as reported by the Company in Current Report No. 27/2016 of May 30th 2016.
In its statement of position, the auditor states that it has found no sufficient basis to withdraw the opinions it had issued, subject to the reservation that its present statement of position is not an auditor’s opinion, is based on documents and information presented to the auditor, and may turn out to be incorrect or may change should this information and documents change or be supplemented.
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, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 27th 2016 the Company’s Supervisory Board passed resolutions to:
1. Remove Ms Anna Zarzycka-Rzepecka, Vice-President of the Management Board, from the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the seventh joint term of office.
1. Appoint Mr Artur Rzempała to the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the seventh joint term of office, to serve as the Vice-President of the Management Board.
The resolutions to remove and appoint a member of the Company’s Management Board of the seventh joint term of office became effective as of their date.
The Company’s Management Board further announces that Mr Artur Rzempała, the newly appointed Vice-President of the Management Board, 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, or a member of the governing body of any other competing legal person.
The representation also contains a declaration by the new Vice-President of the Management Board stating that he is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Company publishes, attached hereto, information concerning the newly appointed Vice-President’s educational background, qualifications, previously held positions, as well as a description of his employment history.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes draft resolutions to be considered at the Annual General Meeting convened for June 30th 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Annual General Meeting. Pursuant to Art. 399.1 of the Commercial Companies Code and Art. 41.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Annual General Meeting of the Company, to be held at 11am on June 30th 2016 at the Company’s registered office, with the following agenda:1. Opening of the General Meeting and appointment of the Chair.2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.3. Adoption of the agenda.4. Appointment of the Ballot Counting Committee.5. Review of the Directors’ Report on the Company’s operations in the financial year 2015, the Company’s separate financial statements for the financial year 2015, and the Management Board’s proposal concerning distribution of profit for the financial year 2015.6. Review of the Supervisory Board’s reports on:a) assessment of the Company’s separate financial statements for the financial year 2015, the Directors’ Report on the Company’s operations in the financial year 2015, and the Management Board’s proposal concerning distribution of profit for the 2015,b) assessment of the Company’s fulfilment of the disclosure requirements relating to compliance with corporate governance principles in the period January 1st–December 31st 2015,c) activities of the Supervisory Board and its committees in the period January 1st–December 31st 2015, and assessment of the work of the Management Board, d) assessment of the Company’s position in 2015, including evaluation of its internal control, risk management and compliance systems as well as the internal audit function,e) assessment of the reasonableness of the Company’s sponsorship, charitable and similar initiatives.7. Adoption of a resolution to approve the Directors’ Report on the Company’s operations in the financial year 2015.8. Adoption of a resolution to approve the Company’s separate financial statements for the financial year 2015.9. Adoption of a resolution on distribution of net profit for the financial year 2015.10. Review of the Directors’ Report on the Grupa Azoty Zakłady Chemiczne Police Group’s operations in the financial year 2015 and the consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for the financial year 2015.11. Review of the Supervisory Board’s report on assessment of the consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for the financial year 2015 and the Directors’ Report on the Grupa Azoty Zakłady Chemiczne Police Group’s operations in the financial year 2015.12. Adoption of a resolution to approve the Directors’ Report on the operations of the Grupa Azoty Zakłady Chemiczne Police Group in the financial year 2015.13. Adoption of a resolution to approve the consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for the financial year 2015.14. Adoption of resolutions to grant discharge to members of the Management Board in respect of performance of their duties in 2015.15. Adoption of resolutions to grant discharge to members of the Supervisory Board in respect of performance of their duties in 2015.16. Adoption of resolutions to appoint members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the 7th term of office.17. Closing of the Meeting.
The Company’s Management Board further announces that:
I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than twenty-one days prior to the scheduled date of the Annual General Meeting, that is by June 9th 2016. The request may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Annual General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Annual General Meeting.
IV. A shareholder who is a natural person may participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Annual General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy. A power of proxy shall be made in writing and attached to the minutes of the General Meeting, or in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms. If power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The shareholder should also take all due care to facilitate successful verification of the power of proxy’s validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted. In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Annual General Meeting. The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register. If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Annual General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interests. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using means of electronic communication.
VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means.
VII. The record date for participation in the Annual General Meeting is June 14th 2016. The Annual General Meeting may only be attended by persons who are the Company’s shareholders as at the record date.
VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of the Annual General Meeting (i.e. June 2nd 2016), and not later than on the first weekday after the record date (i.e. June 15th 2016), the entity keeping the holder’s securities account issues a personal certificate confirming the holder’s right to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
IX. The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Annual General Meeting convened for June 30th 2016 may be attended by persons who:- are the Company’s shareholders as at the record date, i.e. June 14th 2016, and:- not earlier than on June 2nd 2016 and not later than on June 15th 2016 submitted a request to the entity keeping their securities account to issue a personal certificate confirming their right to participate in the Annual General Meeting.
X. A list of shareholders eligible to attend the Annual General Meeting will be on display at the Company’s registered office at ul. Kuźnicka 1, Police (Management Board Office, room 137 in the Main Office Building), between 9am and 3pm on June 27th, June 28th and June 29th 2016. Shareholders may request that the list of shareholders eligible to attend the Annual General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##.
XI. The documents to be presented to the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Annual General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Annual General Meeting or matters to be placed on the agenda before the date of the Annual General Meeting will be published on the Company’s promptly after they are issued.
XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Annual General Meeting are requested to register and collect the chip cards at the Meeting’s venue prior to its opening.
XIII. More details on the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com.
Management Board of Grupa Azoty Zakłady Chemiczne Police Spółka Akcyjna
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on June 2nd 2016 the Company’s Supervisory Board issued a positive opinion on the amended proposal by the Company’s Management Board on distribution of the net profit for 2015. As announced in Current Report No. 28/2016 of May 30th 2016, having received the positive opinion of the Company’s Supervisory Board, the Company’s Management Board will submit its proposal to the Company’s Annual General Meeting not to distribute the Company’s net profit for 2015 among the Shareholders and to allocate the entire net profit to statutory reserve funds.
The final decision on distribution 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
At its meeting held on May 30th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) changed its recommendation included in the Management Board’s resolution of March 8th 2016, announced in Current Report No. 12/2016, to the effect that now it recommends that the entire net profit for 2015 be allocated to the statutory reserve funds and no part of the profit be distributed to the Shareholders.
The Company also reports that, pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board’s recommendation will be submitted to the Company’s Supervisory Board for assessment. The final decision on 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).
Legal basis: Art. 56.1.1 of the Public Offering Act – inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces to the public the following inside information:
At its meeting held on May 30th 2016, the Company’s Management Board concluded that the separate financial statements of the Company and the consolidated financial statements of the Group, published on March 11th 2016, contain a material error following from the presentation of an overstated amount of assets of the subsidiary African Investment Group S.A. relating to the African phosphate rock reserves and, consequently, an overstated amount of the ownership interest in the subsidiary and receivables due from it. The Company’s Management Board also determined the effect of the errors on the data presented in the approved and issued financial statements by identifying the amounts which would have been presented as at December 31st 2015 if the statements had not contained the error. The effect is presented in the approved and published appendix to the Management Board’s resolution. The Management Board has concluded that the net profit disclosed in the Company’s separate financial statements for 2015 should have been presented in a lower amount, of PLN 58,900 thousand, while the consolidated financial statements for 2015 should have presented a net loss of PLN 71,651 thousand.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 29th 2016 Mr Wiesław Markwas tendered his resignation from his position as member of the Company’s Supervisory Board, effective from April 29th 2016. The reason for Mr Markwas’s resignation is his appointment to the position of Head of the Pigments Business Unit, effective as of April 29th 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 18th 2016 the Company executed a potassium chloride purchase agreement (the “Agreement”) with Nitron Group Corporation of Greenwich, USA (the seller).
Following the signing of the Agreement, the estimated aggregate value of agreements executed by the Company with this trading partner and the Nitron Group Corporation companies within the last 12 months reached PLN 227,213,242.00.
Of these agreements, the Agreement specified above is the highest-value transaction, and has an estimated value of PLN 176,000,000.00. The Agreement was executed for a definite term, from April 1st 2016 to December 31st 2016. Under the Agreement, potassium chloride will be delivered according to an agreed delivery schedule, in shipments of 3,000−15,000-tonne each.
The other terms of the Agreement do not differ from standard terms used in agreements of this type, and do 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 value of the Agreement and the total value of agreements executed with Nitron Group Corporation and the Nitron Corporation Group companies within the last 12 months exceed 10% of the Company’s equity, 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company” or the “Customer”) announces that on April 13th 2016 the Company, its parent Grupa Azoty S.A. and the following Group companies: Grupa Azoty Zakłady Azotowe Puławy 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” and each of them separately as a “Customer”) concluded a Framework Agreement for gas fuel supply and bilateral Individual Contracts with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG S.A.”, the “Seller”).
The Framework Agreement defines the procedures, the same for all the Customers, for the execution and termination of Individual Contracts, placing orders and making payments, suspension and reduction of supply, renegotiation, and terms of joint settlement of supplies.
An Individual Contract is a fixed-term contract executed under the Framework Agreement in the form of a sale agreement (in the case of gas sold at a virtual trading point) or master agreement (in the case of gas sold at a physical trading point), specifying the volumes, schedule, pricing formulas based on exchange indices, and detailed commercial parameters of gas fuel supplies to the Company.
The Framework Agreement has been concluded for an indefinite term and its provisions apply to supplies made as of 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 with an estimated value of PLN 675m (VAT-exclusive) and PLN 230m (VAT-exclusive), 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 the non-performance or improper performance both 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.
All Individual Contracts concluded by the Company meet the criteria of a significant agreement as the estimated VAT-exclusive value of each of them, based on the current market conditions, exceeds 10% of the Company’s equity. The Individual Contract valued at approximately PLN 675m (VAT-exclusive) is also the highest-value agreement concluded between the Company’s Group and the PGNiG Group in the period from March 11th 2016 (see Current Report No. 13/2016 of March 11th 2016 on a gas sale transaction) to the date of publication of this Report.
The total value of agreements concluded between the Grupa Azoty Zakłady Chemiczne Police Group and the PGNiG Group in this period, including the estimated value of the above agreement, is approximately PLN 905m (VAT-exclusive), which also is the threshold for a significant reportable agreement.
The Framework Agreement and the Individual Contracts provide for gas fuel supplies satisfying over 50% of the demand for gas from the Company’s Group Customers.
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 7th 2016 the Company’s Supervisory Board passed resolutions to:
1. remove the following persons from the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the 7th joint term of office: Krzysztof Jałosiński – President of the Management Board,Wojciech Naruć – Vice-President of the Management Board,Anna Podolak – Vice-President of the Management Board,
2. appoint the following persons to the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the 7th joint term of office:Wojciech Piotr Wardacki − as President of the Management Board,Tomasz Grzegorz Panas − as Vice-President of the Management Board,Anna Zarzycka-Rzepecka − as Vice-President of the Management Board.
The resolutions to remove and appoint Members of the Company’s Management Board of the 7th joint term of office became effective as of their date.
The Company publishes, attached hereto, information concerning the newly appointed members’ educational background, qualifications, previously held positions, as well as a description of their employment history.
The Company’s Management Board also reports that the newly appointed President of the Management Board Wojciech Piotr Wardacki and Members: Tomasz Grzegorz Panas and Anna Zarzycka-Rzepecka made 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 declarations of the new Management Board members stating that they are not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 7th 2016 the Company’s Supervisory Board passed a resolution to adopt a consolidated text of the Company’s Articles of Association (the “Articles of Association”), which is attached to this report.
The consolidated text incorporates amendments made under Resolution No. 3, passed by the Company’s Extraordinary General Meeting on February 16th 2016, which were entered into the Register of Entrepreneurs of the National Court Register by the registry court on March 16th 2016. Relevant information was published by the Company in Current Report No. 5/2016 of February 16th 2016 and Current Report No. 14/2016 of March 18th 2016.
The Management Board of the Company hereby publishes the amendments made to the Articles of Association, which consist in the following types of activities under the Polish Classification of Business Activity being added to Art. 5:• “accounting and bookkeeping activities; tax consultancy (PKD 69.20.Z)”,• “business and other management consultancy activities (PKD 70.22.Z)”.
For a detailed description of the amendments to the Articles of Association, see Current Report No. 5/2016 of February 16th 2016 and Current Report No. 14/2016 of March 18th 2016.
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. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 12/2016 of March 8th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 7th 2016 the Company’s Supervisory Board issued a positive opinion on the Management Board’s proposal to the Annual General Meeting, in which the Management Board recommends that the 2015 net profit of PLN 168,788,003.52 (one hundred and sixty-eight million, seven hundred and eighty-eight thousand, three złoty, 52/100) be allocated as follows:
The final decision on the use 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).
Legal basis: Art. 70.3 of the Public Offering Act − List of shareholders holding 5% or more of total votes at the General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on March 30th 2016, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in total voting rights.
Shareholder: Grupa Azoty S.A.Number of shares represented at the Extraordinary General Meeting – 49,500,000Number of votes held at the Extraordinary General Meeting – 49,500,000Percentage share in the votes represented at the Extraordinary General Meeting – 73.06%Percentage share in total voting rights – 66.00%
Shareholder: PZU Złota Jesień Pension FundNumber of shares represented at the Extraordinary General Meeting – 11,673,570Number of votes held at the Extraordinary General Meeting – 11,673,570Percentage share in the votes represented at the Extraordinary General Meeting – 17.23%Percentage share in total voting rights – 15.56%
Shareholder: Agencja Rozwoju Przemysłu S.A.Number of shares represented at the Extraordinary General Meeting – 6,574,966Number of votes held at the Extraordinary General Meeting – 6,574,966Percentage share in the votes represented at the Extraordinary General Meeting – 9.70%Percentage share in total voting rights – 8.77%
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 2013, item 1382, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 17/2016 of March 30th 2016 on the appointment of a new member of the Company's Supervisory Board of the sixth term of office, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes the biographical notes of the newly appointed Members of the Company's Supervisory Board, attached hereto.
The Company’s Management Board also reports that the new members – Chairman of the Supervisory Board Mr Dariusz Hac and Members: Ms Joanna Habelman, Ms Agnieszka Ewa Dąbrowska and Mr Mirosław Kozłowski – made 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 declarations of the new Members and Chairman of the Supervisory Board of the sixth term of office stating that none of them are entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on March 30th 2016, together with the results of voting on the resolutions.
Considering that an electronic vote counting system, operated by a specialist service provider, was used during the General Meeting, acting in line with the Rules of Procedure for the General Meeting, the Extraordinary General Meeting resolved not to appoint a Ballot Counting Committee (item 4 of the agenda ‘Appointment of a Ballot Counting Committee’).
At the General Meeting, no objections were recorded by shareholders in the minutes.
Legal basis: Par. 38.1.7 and Par. 38.1.8 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 (consolidated text: Dz.U. of 2014, item 133).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 30th 2016 Ms Patrycja Zielińska was removed from the Company’s Supervisory Board of the sixth term of office by way of Resolution No. 3 of the Company’s Extraordinary General Meeting.
At the same time, pursuant to Resolutions No. 4, 5, 6 and 7 of the Company’s Extraordinary General Meeting, the following persons were appointed to the Company’s Supervisory Board of the sixth term of office:
Mr Dariusz Hac – as Chairman of the Company’s Supervisory BoardMs Joanna HabelmanMs Agnieszka Ewa DąbrowskaMs Mirosław Kozłowski
The resolutions to remove and appoint Members of the Company’s Supervisory Board of the sixth term of office became effective as of their date.
Information concerning the newly appointed members’ educational background, qualifications, previously held positions, and a description of their employment history, together with appropriate representations, will be published as soon as they are available.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 30th 2016 Mr Wojciech Wardacki tendered his resignation from his position as member of the Company’s Supervisory Board, effective from March 30th 2016. Mr Wojciech Wardacki did not specify the reasons 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 29th 2016 Mr Andrzej Skolmowski tendered his resignation from the Supervisory Board and from his position as Deputy Chairman of the Supervisory Board, effective from March 30th 2016. Mr Skolmowski did not specify the reasons 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 5/2016 of February 16th 2016, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces, based on a copy of entry in the Register of Entrepreneurs of the National Court Register, that it has been notified today that on March 16th 2016 the District Court for Szczecin-Centrum of Szczecin, 13th Commercial Division of the National Court Register, registered amendments to the Company’s Articles of Association.
The registered amendments to the Articles of Associations were passed by Resolution No. 3 of the Extraordinary General Meeting (the “EGM”) of February 16th 2016. The resolution amended Art. 5 by adding the following activities under the Polish Classification of Business Activity:
The Company’s Management Board publishes, attached hereto, the previous text of the Articles of Association and the amendments passed by the EGM.
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. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 11th 2016 the Company entered into a gas supply contract (the “Contract”) with PGNiG Supply & Trading GmbH of Munich, Germany (the “Seller”), a subsidiary of Polskie Górnictwo Naftowe i Gazownictwo S.A.
Following execution of the Contract, the estimated aggregate value of agreements executed by the Company or its subsidiaries with companies of the PGNiG Group from the date of the previous current report, i.e. September 23rd 2015 (Current Report No. 24/2015), is approximately PLN 168,166,800.00.
Of these agreements, the Contract specified above is the highest-value transaction. The estimated value of deliveries to be made under the Contract totals approximately PLN 151,600,000.00. The Contract specifies the terms and conditions on which gas will be sold to the Company in the period October 1st 2016−October 1st 2017.
The other terms of the Contract do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Contract’s value or the PLN equivalent of EUR 200,000.
The Contract meets the criteria of a significant agreement, as its value and the aggregate value of agreements executed by the Company or its subsidiaries with companies of the PGNiG Group from September 23rd 2015 to the date of this report exceeds 10% of the Company’s equity.
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 8th 2016 the Board passed a resolution to propose to the Annual General Meeting that a dividend of PLN 67,500,000.00 be paid to the Company’s shareholders from the net profit earned in the period January 1st−December 31st 2015.
The Company also reports that, pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board’s recommendation will be submitted to the Company’s Supervisory Board for assessment. The final decision on the use 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 10/2016 of March 2nd 2016 on the removal from office of a member of the Company’s Supervisory Board and appointment of a new member, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the newly appointed Member of the Company’s Supervisory Board, Wojciech Wardacki, has submitted a representation stating 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;− he 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 1st 2016 it was notified by the Ministry of State Treasury of:
− removal of Marcin Likierski from the Company’s Supervisory Board of the sixth term pursuant to Art. 32.1 of the Company’s Articles of Association, effective from March 1st 2016, and − appointment of Wojciech Wardacki to the Company’s Supervisory Board pursuant to Art. 32.1 of the Company’s Articles of Association, effective from March 1st 2016.
The Company publishes, attached hereto, information concerning the newly appointed member’s educational background, qualifications, previously held positions, as well as a description of his employment history.
All relevant representations of the newly appointed member will be published by the Company promptly after their receipt.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes draft resolutions to be discussed at the Extraordinary General Meeting convened for March 30th 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Extraordinary General Meeting. Pursuant to Art. 399.1 and Art. 400.1 of the Commercial Companies Code and Art. 41.1.3 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Extraordinary General Meeting of the Company, to be held at the Company’s registered office at 11am on March 30th 2016. The Extraordinary General Meeting is convened at the request of Grupa Azoty S.A. of Tarnów as a shareholder representing at least one-twentieth of the Company’s share capital. The request was submitted to the Company in electronic form on February 24th 2016. The shareholder also requested that “Changes in the composition of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.” be included in the agenda of the Meeting.Agenda: 1. Opening of the Extraordinary General Meeting and appointment of the Chair.2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.3. Adoption of the agenda.4. Appointment of the Ballot Counting Committee.5. Changes in the composition of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.6. Closing of the Meeting.
The Company’s Management Board further announces that:
I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda for the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than twenty-one days prior to the scheduled date of the Extraordinary General Meeting, that is by March 9th 2016. The request may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Spółki Grupa Azoty Zakłady Chemiczne (Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.), ul. Kuźnicka 1, 72-010 Police, Poland.
III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Extraordinary General Meeting.
IV. A shareholder who is a natural person may participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Extraordinary General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy. A power of proxy shall be made in writing and attached to the minutes of the Extraordinary General Meeting, or in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms. If power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The shareholder should also take all due care to facilitate successful verification of the power of proxy’s validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted. In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Extraordinary General Meeting. The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register. If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Extraordinary General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interests. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using means of electronic communication.
VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means.
VII. The record date for participation in the Extraordinary General Meeting is March 14th 2016. The Extraordinary General Meeting may only be attended by persons who are the Company’s shareholders as at the record date.
VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of the Extraordinary General Meeting (i.e. February 29th 2016), and not later than on the first weekday after the record date (i.e. March 15th 2016), the entity keeping the holder’s securities account issues a personal certificate confirming the holder’s right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
IX. The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Extraordinary General Meeting convened for March 30th 2016 may be attended by persons who:- are the Company’s shareholders as at the record date, i.e. March 14th 2016, and:- not earlier than on February 29th 2016 and not later than on March 15th 2016 submitted a request to the entity keeping their securities account to issue a personal certificate confirming their right to participate in the Extraordinary General Meeting.
X. A list of shareholders eligible to attend the Extraordinary General Meeting will be on display at the Company’s registered office at ul. Kuźnicka 1, Police (Management Board Office, room 137 in the Main Office Building), between 9am and 3pm on March 24th, March 25th and March 29th 2016. Shareholders may request that the list of shareholders eligible to attend the Extraordinary General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##.
XI. The full text of documents to be presented to the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda for the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Extraordinary General Meeting are requested to register and collect voting cards at the Meeting’s venue prior to its opening.
XIII. More details on the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com.
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).
Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that today Mr Paweł Jarczewski tendered his resignation as Chairman of the Company’s Supervisory Board, effective from February 19th 2016. Mr Jarczewski did not specify the reasons 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).
Legal basis: Art. 70.3 of the Public Offering Act − List of shareholders holding 5% or more of total votes at the General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on February 16th 2016, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in total voting rights.
Shareholder: Grupa Azoty S.A.Number of shares represented at the Extraordinary General Meeting – 49,500,000Number of votes held at the Extraordinary General Meeting – 49,500,000Percentage share in the votes represented at the Extraordinary General Meeting – 73.09%Percentage share in total voting rights – 66.00%
Shareholder: PZU Złota Jesień Pension FundNumber of shares represented at the Extraordinary General Meeting – 11,650,000Number of votes held at the Extraordinary General Meeting – 11,650,000Percentage share in the votes represented at the Extraordinary General Meeting – 17.20%Percentage share in total voting rights – 15.53%
Shareholder: Agencja Rozwoju Przemysłu S.A.Number of shares represented at the Extraordinary General Meeting – 6,574,966Number of votes held at the Extraordinary General Meeting – 6,574,966Percentage share in the votes represented at the Extraordinary General Meeting – 9.71%Percentage share in total voting rights – 8.77%
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 2013, item 1382, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on February 16th 2016, together with the results of voting on the resolutions.
Considering that an electronic vote counting system, operated by a specialist service provider, was used during the General Meeting, acting in line with the Rules of Procedure for the General Meeting, the Extraordinary General Meeting resolved not to appoint a Ballot Counting Committee (item 4 of the agenda ‘Appointment of a Ballot Counting Committee’).
Furthermore, presented below is the existing text of the Company’s Articles of Association and the amendments thereto approved by the Extraordinary General Meeting of February 16th 2016. The amendments come into force as of the resolution date, with effect from the date of entering the amendments to the Articles of Association into the Register of Entrepreneurs of the National Court Register.
At the General Meeting, no objections were recorded by shareholders in the minutes.
Legal basis: Par. 38.1.2 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 21st 2016 the Company executed a potassium chloride purchase agreement (the “Agreement”) with Uralkali Trading SIA of Riga, Latvia (the seller).
Following the signing of the Agreement, the estimated aggregate value of agreements executed by the Company with this trading partner within the last 12 months reached PLN 323,000,000.00.
Of these agreements, the Agreement specified above is the highest-value transaction and has an estimated value of PLN 288,000,000.00. The Agreement was executed for a definite term, from January 4th 2016 to December 31st 2016. Under the Agreement, potassium chloride will be delivered according to an agreed delivery schedule, in shipments of approximately 3,000-tonne each.
The other terms of the Agreement do not differ from standard terms used in agreements of this type, and do 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 value of the Agreement and the total value of agreements executed with Uralkali Trading SIA exceed 10% of the Company’s equity, 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes draft resolutions to be discussed at the Extraordinary General Meeting convened for February 16th 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Extraordinary General Meeting. Pursuant to Art. 399.1 of the Commercial Companies Code and Art. 41.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Extraordinary General Meeting of the Company, to be held at 11am on February 16th 2016 at the Company’s registered office, with the following agenda:1. Opening of the Extraordinary General Meeting and appointment of the Chair.2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.3. Adoption of the agenda.4. Appointment of a Ballot Counting Committee.5. Adoption of a resolution to amend the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A. of Police.6. Adoption of a resolution to approve the Rules of procedure for the appointment and removal from office of Grupa Azoty Zakłady Chemiczne Police Supervisory Board members elected by employees. 7. Closing of the Meeting.
The Company's Management Board further announces that:
I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda for the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company's Management Board no later than twenty one days prior to the scheduled date of the Extraordinary General Meeting, that is by January 26th 2016. The request may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Extraordinary General Meeting.
IV. A shareholder who is a natural person may participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Extraordinary General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder's behalf or through a proxy. A power of proxy shall be made in writing and attached to the minutes of the Extraordinary General Meeting, or in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms. If power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The shareholder should also take all due care to facilitate successful verification of the power of proxy's validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted. In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Extraordinary General Meeting. The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register. If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Extraordinary General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interests. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using means of electronic communication.
VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means.
VII. The record date for participation in the Extraordinary General Meeting is January 31st 2016. The Extraordinary General Meeting may only be attended by persons who are the Company’s shareholders as at the record date.
VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of the Extraordinary General Meeting (i.e. January 20th 2016), and not later than on the first weekday after the record date (i.e. February 1st 2016), the entity keeping the holder's securities account issues a personal certificate confirming the holder’s right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
IX. The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Extraordinary General Meeting convened for February 16th 2016 may be attended by persons who:- are the Company’s shareholders as at the record date, i.e. January 31st 2016, and:- not earlier than on January 20th 2016 and not later than on February 1st 2016 submitted a request to the entity keeping their securities account to issue a personal certificate confirming their right to participate in the Extraordinary General Meeting.
X. A list of shareholders eligible to attend the Extraordinary General Meeting will be on display at the Company's registered office at ul. Kuźnicka 1, Police (Management Board Office, room 137 in the Main Office Building), between 9am and 3pm on February 11th, February 12th and February 15th 2016. Shareholders may request that the list of shareholders eligible to attend the Extraordinary General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following Company's dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##.
XI. The full text of documents to be presented to the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda for the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Extraordinary General Meeting are requested to register and collect voting cards at the Meeting's venue prior to its opening.
XIII. More details on the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com.
Pursuant to Art. 402.2 of the Commercial Companies Code, the Company presents draft amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A. (item 5 of the agenda for the Extraordinary General Meeting):
The following types of activities under the Polish Classification of Business Activity shall be added in Art. 5 of the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.:• “accounting and bookkeeping activities; tax consultancy (PKD 69.20.Z)”,• “business and other management consultancy activities (70.22.Z)”.
The existing Art. 5 of the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.:
“Art. 5 COMPANY’S BUSINESSThe Company’s business shall comprise:1. extraction of chemical and fertilizer minerals (PKD 08.91.Z), 2. manufacture of prepared feeds for farm animals (PKD 10.91.Z), 3. reproduction of recorded media (PKD 18.20.Z), 4. manufacture and processing of coke (PKD 19.10.Z), 5. manufacture of industrial gases (PKD 20.11.Z), 6. manufacture of dyes and pigments (PKD 20.12.Z), 7. production of other inorganic basic chemicals (PKD 20.13.Z), 8. manufacture of fertilizers and nitrogen compounds (PKD 20.15.Z), 9. manufacture of other chemical products n.e.c. (PKD 20.59.Z), 10. manufacture of plastic packing goods (PKD 22.22.Z), 11. production of lime and plaster (PKD 23.52.Z), 12. repair and maintenance of finished metal products (PKD 33.11.Z), 13. repair and maintenance of machinery (PKD 33.12.Z), 14. repair and maintenance of electronic and optical equipment (PKD 33.13.Z), 15. repair and maintenance of electrical equipment (PKD 33.14.Z), 16. repair and maintenance of other transport equipment (PKD 33.17.Z), 17. repair and maintenance of other equipment (PKD 33.19.Z), 18. installation of industrial machinery and equipment (PKD 33.20.Z), 19. production of electricity (PKD 35.11.Z), 20. transmission of electricity (PKD 35.12.Z), 21. distribution of electricity (PKD 35.13.Z), 22. trade of electricity (PKD 35.14.Z), 23. trade of gas fuel through mains (PKD 35.23.Z),24. production and supply of steam, hot water and air for air-conditioning systems (PKD 35.30.Z), 25. water collection, treatment and supply (PKD 36.00.Z), 26. wastewater disposal and treatment (PKD 37.00.Z), 27. collection of non-hazardous waste (PKD 38.11.Z), 28. collection of hazardous waste (PKD 38.12.Z), 29. treatment and disposal of non-hazardous waste (PKD 38.21.Z), 30. treatment and disposal of hazardous waste (PKD 38.22.Z), 31. dismantling of wrecks (PKD 38.31.Z), 32. remediation activities and other waste management services (PKD 39.00.Z), 33. construction of transmission pipelines and distribution systems (PKD 42.21.Z), 34. construction of water projects (PKD 42.91.Z), 35. construction of other civil engineering projects n.e.c. (PKD 42.99.Z), 36. site preparation (PKD 43.12.Z), 37. electrical installation (PKD 43.21.Z), 38. plumbing, heating, gas and air conditioning installation (PKD 43.22.Z), 39. other construction installation (PKD 43.29.Z), 40. other specialised construction activities, n.e.c. (PKD 43.99.Z), 41. activities of agents involved in the sale of agricultural raw materials, live animals, textile raw materials and semi-finished goods (PKD 46.11.Z), 42. activities of agents involved in the sale of fuels, ores, metals and industrial chemicals (PKD 46.12.Z), 43. activities of agents specialised in the sale of other particular goods (PKD 46.18.Z), 44. activities of agents involved in the sale of a variety of goods (PKD 46.19.Z), 45. wholesale of grain, unmanufactured tobacco, seeds and animal feeds (PKD 46.21.Z), 46. wholesale of fuels and related products (PKD 46.71.Z), 47. wholesale of metals and metal ores (PKD 46.72.Z), 48. wholesale of chemical products (PKD 46.75.Z), 49. wholesale of waste and scrap (PKD 46.77.Z), 50. non-specialised wholesale (PKD 46.90.Z), 51. retail sale of flowers, plants, seeds, fertilizers, pet animals and pet food in specialised stores (PKD 47.76.Z), 52. retail sale via mail order houses or via Internet (PKD 47.91.Z), 53. retail trade not in stores, stalls or markets (PKD 47.99.Z), 54. other passenger land transport n.e.c. (PKD 49.39.Z), 55. transport of gas fuels via pipelines (PKD 49.50.A), 56. transport of other products via pipelines (PKD 49.50.B), 57. sea and coastal freight water transport (PKD 50.20.Z), 58. inland freight water transport (PKD 50.40.Z), 59. storage and warehousing of gas fuels (PKD 52.10.A), 60. storage and warehousing of other products (PKD 52.10.B), 61. service activities incidental to land transportation (PKD 52.21.Z), 62. service activities incidental to sea transportation (PKD 52.22.Z), 63. service activities incidental to inland water transportation (PKD 52.21.Z), 64. cargo handling at sea ports (PKD 52.24.A), 65. cargo handling at inland ports (PKD 52.24.B), 66. cargo handling at other handling points (PKD 52.24.C), 67. other software publishing (PKD 58.29.Z), 68. wired telecommunications activities (PKD 61.10.Z), 69. wireless telecommunications activities other than satellite telecommunications activities (PKD 61.20.Z), 70. other telecommunications activities (PKD 61.90.Z), 71. software-related activities (PKD 62.01.Z), 72. computer consultancy services (PKD 62.02.Z), 73. computer facilities management activities (PKD 62.03.Z), 74. other information technology and computer service activities (PKD 62.09.Z), 75. data processing; hosting and related activities (PKD 63.11.Z), 76. web portals (PKD 63.12.Z), 77. other information service activities n.e.c. (PKD 63.99.Z), 78. other credit granting (PKD 64.92.Z), 79. other financial services not elsewhere classified, except insurance and pension fund services (PKD 64.99.Z), 80. other activities auxiliary to financial services, except insurance and pension funding (PKD 66.19.Z), 81. buying and selling of own real estate (PKD 68.10.Z), 82. renting and operating of own or leased real estate (PKD 68.20.Z), 83. engineering activities and related technical consultancy (PKD 71.12.Z), 84. other technical testing and analysis (PKD 71.20.B), 85. other research and experimental development on natural sciences and engineering (PKD 72.19.Z), 86. other professional, scientific and technical activities n.e.c. (PKD 74.90.Z), 87. photocopying, document preparation and other specialised office support activities (PKD 82.19.Z), 88. organisation of conventions and trade shows (PKD 82.30.Z), 89. packaging activities (PKD 82.92.Z), 90. fire service activities (PKD 84.25.Z), 91. other education n.e.c. (PKD 85.59.B), 92. other amusement and recreation activities (PKD 93.29.Z), 93. repair and maintenance of computers and computer peripheral equipment (PKD 95.11.Z),94. repair and maintenance of (tele)communications equipment (PKD 95.12.Z), 95. repair and maintenance of consumer electronics (PKD 95.21.Z).”
Draft amendment to Art. 5 of the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.:
“Art. 5 COMPANY’S BUSINESSThe Company’s business shall comprise:1. extraction of chemical and fertilizer minerals (PKD 08.91.Z), 2. manufacture of prepared feeds for farm animals (PKD 10.91.Z), 3. reproduction of recorded media (PKD 18.20.Z), 4. manufacture and processing of coke (PKD 19.10.Z), 5. manufacture of industrial gases (PKD 20.11.Z), 6. manufacture of dyes and pigments (PKD 20.12.Z), 7. production of other inorganic basic chemicals (PKD 20.13.Z), 8. manufacture of fertilizers and nitrogen compounds (PKD 20.15.Z), 9. manufacture of other chemical products n.e.c. (PKD 20.59.Z), 10. manufacture of plastic packing goods (PKD 22.22.Z), 11. production of lime and plaster (PKD 23.52.Z), 12. repair and maintenance of finished metal products (PKD 33.11.Z), 13. repair and maintenance of machinery (PKD 33.12.Z), 14. repair and maintenance of electronic and optical equipment (PKD 33.13.Z), 15. repair and maintenance of electrical equipment (PKD 33.14.Z), 16. repair and maintenance of other transport equipment (PKD 33.17.Z), 17. repair and maintenance of other equipment (PKD 33.19.Z), 18. installation of industrial machinery and equipment (PKD 33.20.Z), 19. production of electricity (PKD 35.11.Z), 20. transmission of electricity (PKD 35.12.Z), 21. distribution of electricity (PKD 35.13.Z), 22. trade of electricity (PKD 35.14.Z), 23. trade of gas fuel through mains (PKD 35.23.Z),24. production and supply of steam, hot water and air for air-conditioning systems (PKD 35.30.Z), 25. water collection, treatment and supply (PKD 36.00.Z), 26. wastewater disposal and treatment (PKD 37.00.Z), 27. collection of non-hazardous waste (PKD 38.11.Z), 28. collection of hazardous waste (PKD 38.12.Z), 29. treatment and disposal of non-hazardous waste (PKD 38.21.Z), 30. treatment and disposal of hazardous waste (PKD 38.22.Z), 31. dismantling of wrecks (PKD 38.31.Z), 32. remediation activities and other waste management services (PKD 39.00.Z), 33. construction of transmission pipelines and distribution systems (PKD 42.21.Z), 34. construction of water projects (PKD 42.91.Z), 35. construction of other civil engineering projects n.e.c. (PKD 42.99.Z), 36. site preparation (PKD 43.12.Z), 37. electrical installation (PKD 43.21.Z), 38. plumbing, heating, gas and air conditioning installation (PKD 43.22.Z), 39. other construction installation (PKD 43.29.Z), 40. other specialised construction activities, n.e.c. (PKD 43.99.Z), 41. activities of agents involved in the sale of agricultural raw materials, live animals, textile raw materials and semi-finished goods (PKD 46.11.Z), 42. activities of agents involved in the sale of fuels, ores, metals and industrial chemicals (PKD 46.12.Z), 43. activities of agents specialised in the sale of other particular goods (PKD 46.18.Z), 44. activities of agents involved in the sale of a variety of goods (PKD 46.19.Z), 45. wholesale of grain, unmanufactured tobacco, seeds and animal feeds (PKD 46.21.Z), 46. wholesale of fuels and related products (PKD 46.71.Z), 47. wholesale of metals and metal ores (PKD 46.72.Z), 48. wholesale of chemical products (PKD 46.75.Z), 49. wholesale of waste and scrap (PKD 46.77.Z), 50. non-specialised wholesale (PKD 46.90.Z), 51. retail sale of flowers, plants, seeds, fertilizers, pet animals and pet food in specialised stores (PKD 47.76.Z), 52. retail sale via mail order houses or via Internet (PKD 47.91.Z), 53. retail trade not in stores, stalls or markets (PKD 47.99.Z), 54. other passenger land transport n.e.c. (PKD 49.39.Z), 55. transport of gas fuels via pipelines (PKD 49.50.A), 56. transport of other products via pipelines (PKD 49.50.B), 57. sea and coastal freight water transport (PKD 50.20.Z), 58. inland freight water transport (PKD 50.40.Z), 59. storage and warehousing of gas fuels (PKD 52.10.A), 60. storage and warehousing of other products (PKD 52.10.B), 61. service activities incidental to land transportation (PKD 52.21.Z), 62. service activities incidental to sea transportation (PKD 52.22.Z), 63. service activities incidental to inland water transportation (PKD 52.21.Z), 64. cargo handling at sea ports (PKD 52.24.A), 65. cargo handling at inland ports (PKD 52.24.B), 66. cargo handling at other handling points (PKD 52.24.C), 67. other software publishing (PKD 58.29.Z), 68. wired telecommunications activities (PKD 61.10.Z), 69. wireless telecommunications activities other than satellite telecommunications activities (PKD 61.20.Z), 70. other telecommunications activities (PKD 61.90.Z), 71. software-related activities (PKD 62.01.Z), 72. computer consultancy services (PKD 62.02.Z), 73. computer facilities management activities (PKD 62.03.Z), 74. other information technology and computer service activities (PKD 62.09.Z), 75. data processing; hosting and related activities (PKD 63.11.Z), 76. web portals (PKD 63.12.Z), 77. other information service activities n.e.c. (PKD 63.99.Z), 78. other credit granting (PKD 64.92.Z), 79. other financial services not elsewhere classified, except insurance and pension fund services (PKD 64.99.Z), 80. other activities auxiliary to financial services, except insurance and pension funding (PKD 66.19.Z), 81. buying and selling of own real estate (PKD 68.10.Z), 82. renting and operating of own or leased real estate (PKD 68.20.Z), 83. accounting and bookkeeping activities; tax consultancy (PKD 69.20.Z), 84. business and other management consultancy activities (70.22.Z), 85. engineering activities and related technical consultancy (PKD 71.12.Z), 86. other technical testing and analysis (PKD 71.20.B), 87. other research and experimental development on natural sciences and engineering (PKD 72.19.Z), 88. other professional, scientific and technical activities n.e.c. (PKD 74.90.Z), 89. photocopying, document preparation and other specialised office support activities (PKD 82.19.Z), 90. organisation of conventions and trade shows (PKD 82.30.Z), 91. packaging activities (PKD 82.92.Z), 92. fire service activities (PKD 84.25.Z), 93. other education n.e.c. (PKD 85.59.B), 94. other amusement and recreation activities (PKD 93.29.Z), 95. repair and maintenance of computers and computer peripheral equipment (PKD 95.11.Z),96. repair and maintenance of (tele)communications equipment (PKD 95.12.Z), 97. repair and maintenance of consumer electronics (PKD 95.21.Z).”
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).
Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Art. 56.1.2 of the Public Offering Act - current and periodic information.
The Management Board of Grupa Azoty Zakłady Chemiczbe "Police" 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on December 17th 2015 the Company executed a contract for the supply of compound fertilizers and urea with Beiselen GmbH of Ulm, Germany, as the buyer (the “Contract”).
The Contract was executed for a fixed term from January 1st 2016 to December 31st 2018, in accordance with the agreed schedule and business terms. The estimated value of deliveries to be made under it totals PLN 198,937,500.00, VAT-exclusive.
The other terms of the Agreement do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Contract’s value or the PLN equivalent of EUR 200,000.
Given that its value exceeds 10% of the Company’s equity, the Contract 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on December 8th 2015 the Company executed a contract for the supply of compound fertilizers and urea with Metrac HmbH of Berlin, Germany, as the buyer (the “Contract”).
The Contract was executed for a fixed term from January 1st 2016 to December 31st 2018, in accordance with the agreed schedule and business terms. The estimated value of deliveries to be made under it totals PLN 305,268,500.00, VAT-exclusive.
The other terms of the Agreement do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Contract’s value or the PLN equivalent of EUR 200,000.
Given that its value exceeds 10% of the Company’s equity, the Contract 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on November 24th 2015 the Company executed a contract for the supply of compound fertilizers and urea with Witt Handel GmbH of Hamburg, Germany, as the buyer (the “Contract”).
The Contract was executed for a fixed term from January 1st 2016 to December 31st 2018, in accordance with the agreed schedule and business terms. The estimated value of deliveries to be made under it totals PLN 480,815,000.00, VAT-exclusive.
The other terms of the Agreement do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Contract’s value or the PLN equivalent of EUR 200,000.
Given that its value exceeds 10% of the Company’s equity, the Contract 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on November 24th 2015 it was notified that a contract for the supply of compound fertilizers and urea (the “Contract”), executed by the Company with Hokr s r.o. of Pardubice, Czech Republic (as the buyer), was signed by the other party to the transaction on November 23rd 2015.Following the signing of the Contract, the aggregate value of agreements executed by the Company with this trading partner within the last 12 months reached PLN 153,568,947.00.
Of these agreements, the Contract is the highest-value transaction. The estimated value of deliveries to be made under it totals PLN 126,355,000.00. The Contract was executed for a fixed term from January 1st 2016 to December 31st 2018, in accordance with the agreed schedule and business terms.
The other terms of the Agreement do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Contract’s value or the PLN equivalent of EUR 200,000.
Given that the value of the Contract and the total value of agreements executed with Hokr s r.o. within the last 12 months exceed 10% of the Company’s equity, the Contract 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that it has changed the date for publication of the extended consolidated report for Q3 2015 announced in Current Report No. 1/2015 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: 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).
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on September 25th 2015 it was notified that on September 24th 2015 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, had registered PDH Polska Spółka Akcyjna.
The share capital of the newly registered company amounts to PLN 60m and was fully paid up by Grupa Azoty Zakłady Chemiczne Police S.A. The registered office of the new company is in Police. The new entity is a direct subsidiary of the Company.
Information on the Company Supervisory Board’s resolution to approve the establishment of PDH Polska Spółka Akcyjna was announced in Current Report No. 23/2015 of August 31st 2015.
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. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”, the “Buyer”) announces that on September 23rd 2015 the Company entered into a gas supply contract (the “Contract”) with PST PGNiG Sales & Trading GmbH of Munich (the “Seller”).
Following the signing of the Contract, the aggregate value of agreements executed by the Company with this trading partner within the last 12 months reached approximately PLN 214m. Of these agreements, the Contract is the highest-value transaction.
The estimated value of deliveries to be made under the Contract totals PLN 160m. The Contract specifies the terms and conditions on which gas will be sold to the Company in the period October 1st 2015−September 30th 2016.
The other terms of the Contract do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Contract’s value or the PLN equivalent of EUR 200,000.
Given that the value of the Contract and the total value of agreements executed with PST PGNiG Sales & Trading GmbH within the last 12 months exceed 10% of the Company’s equity, the Contract 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. 56.1.1 of the Public Offering Act – Inside information
Further to Current Report No. 5/2015 of March 27th 2015, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 31st 2015 the Company’s Supervisory Board passed a resolution to approve the establishment by Grupa Azoty Zakłady Chemiczne Police S.A. of a joint-stock company under the name of PDH Polska Spółka Akcyjna of Police and acquisition of 100% of the shares comprising its share capital.
The share capital of PDH Polska Spółka Akcyjna of Police will amount to PLN 60m, and will be paid up with cash.
The company will be established in connection with the ‘PDH propylene production unit with infrastructure’ project.
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. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 9th 2015 the Company’s Supervisory Board passed resolutions to:
1. remove from the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the sixth joint term of office, with effect as of June 26th 2015:
2. appoint to the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the seventh, three-year joint term of office, commencing as of June 27th 2015:
According to their submitted representations, the persons appointed to the Management Board are not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act, are not engaged in any activities competing with the Company’s business, nor are they partners in any competing partnerships under civil law or partnerships of any other type, nor members of governing bodies of any corporation or of any other competing legal person.
Information on education, qualifications, previously held positions and professional experience of the newly appointed Management Board Members is attached to this 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).
Legal basis: Art. 70.3 of the Public Offering Act − List of shareholders holding 5% or more of total votes at the General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting held on May 27th 2015, 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 voting rights.
Shareholder: Grupa Azoty S.A.Number of shares represented at the Annual General Meeting – 49,500,000Number of votes held at the Annual General Meeting – 49,500,000Percentage share in the votes represented at the Annual General Meeting – 73.52%Percentage share in total voting rights – 66.00%
Shareholder: PZU Złota Jesień Pension FundNumber of shares represented at the Annual General Meeting – 11,257,189Number of votes held at the Annual General Meeting – 11,257,189Percentage share in the votes represented at the Annual General Meeting – 16.72%Percentage share in total voting rights – 15.01%
Shareholder: Agencja Rozwoju Przemysłu S.A.Number of shares represented at the Annual General Meeting – 6,574,966Number of votes held at the Annual General Meeting – 6,574,966Percentage share in the votes represented at the Annual General Meeting – 9.76%Percentage share in total voting rights – 8.77%
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 2013, item 1382).
Legal basis: Art. 56.1.1 of the Public Offering Act – Inside information
Further to Current Report No. 38/2015 of May 28th 2015 published by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Chemiczne Police S.A.; the “Parent” or the “Borrower”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) announces that on May 28th 2015 Grupa Azoty Police, the Parent and the Parent’s other key subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., executed a guarantee agreement with the European Bank for Reconstruction and Development of London (the “EBRD”).
Under the guarantee agreement, the Parent’s key subsidiaries, including Grupa Azoty Police, acting as guarantors, provided guarantees in respect of the Parent’s obligations under a credit facility agreement on long-term financing of up to PLN 150,000,000, executed with the EBRD (the “EBRD Agreement”), with each guarantee covering up to one third of 120% of the amount provided under the EBRD Agreement, i.e. up to PLN 60,000,000.
Each guarantor is severally liable for the Borrower’s obligations up to its agreed maximum liability (guarantee amount). If the Borrower fails to satisfy its obligations under the EBRD Agreement, the EBRD may pursue each of the guarantors for payment of the outstanding amounts.
The guarantee expires on the expiry of the security term, ending on the repayment of debt under the EBRD Agreement (concluded for a period of ten years), to be repaid in instalments, starting as of year four of the financing period.
The guarantee has been provided on an arm’s length basis, for an appropriate consideration.
The other terms of the guarantee agreement do not differ from standard terms used in agreements of such type.
The guarantee agreement with the EBRD and the guarantee agreement with the EIB, announced by Grupa Azoty Police in Current Report No. 19/2015 of May 28th 2015, are an integral part of the Parent’s long-term financing package for an aggregate amount of PLN 2.2bn, as reported in Current Reports No. 25/2015, 26/2015 and 27/2015 published by the Parent on April 23rd 2015. The purpose of the financing package is to fund Grupa Azoty Group’s general corporate needs, including the Strategy and the Investment Programme.
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. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 38/2015 of May 28th 2015 published by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Chemiczne Police S.A.; the “Parent” or the “Borrower”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) announces that in connection with a credit facility agreement on long-term financing, executed between Grupa Azoty S.A. and the European Investment Bank of Luxembourg (the “EIB”) on April 28th 2015, a guarantee agreement has been concluded between the EIB and the Parent’s subsidiaries Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., acting as guarantors.
The guarantee is for the benefit of the EIB, to secure the repayment of the credit facility agreement, which provides financing of up to PLN 550,000,000 (the “EIB Agreement”).
The maximum amount of the guarantee provided by each guarantor, including Grupa Azoty Police, has been set at PLN 220,000,000, with the aggregate maximum guarantee amount totalling PLN 660,000,000.
Each guarantor is severally liable for the Borrower’s obligations up to its agreed maximum liability (guarantee amount). If the Borrower fails to satisfy its obligations under the EIB Agreement, the EIB may pursue each of the guarantors for payment of the outstanding amounts.
The guarantee expires on the expiry of the security term, ending on the repayment of debt under the EIB Agreement (concluded for a period of ten years), to be repaid in instalments, starting as of year three of the financing period.
The guarantee has been provided on an arm’s length basis, for an appropriate consideration.
The other terms of the guarantee agreement do not differ from standard terms used in agreements of such type.
The value of the guarantee provided by Grupa Azoty Police 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on May 27th 2015, together with the results of voting on the resolutions.
Considering that an electronic vote counting system, operated by a specialist service provider, was used during the General Meeting, acting in line with the Rules of Procedure for the General Meeting, the Annual General Meeting resolved not to appoint a Ballot Counting Committee (item 4 of the agenda ‘Appointment of a Ballot Counting Committee’).
At the General Meeting, no objections were recorded by shareholders in the minutes.
Legal basis: Par. 38.1.7 and 38.1.8 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 (consolidated text: Dz.U. of 2014, item 133).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) reports that on May 27th 2015, pursuant to Resolution No. 17 of the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., a new member, Ms. Patrycja Zielińska, was appointed to the Company’s Supervisory Board for the 6th joint term of office, expiring on the day of the Company’s Annual General Meeting which approves the financial statements for the financial year 2015.
The Company’s Management Board also reports that Ms Zielińska has made 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 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 declaration of the new Supervisory Board member stating that she is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Management Board publishes, attached hereto, a biographical note of the new member.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 6/2015 of March 30th 2015 and Current Report No. 7/2015 of April 1st 2015, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 27th 2015 the Annual General Meeting of the Company passed a resolution to approve the payment of a dividend from the 2014 profit.
1. The amount allocated to dividend payments: PLN 42,000,000.00.2. Dividend per share: PLN 0.56.3. Dividend is paid on all the Company shares (75,000,000 shares). 4. Dividend record date: June 11th 2015.5. Dividend payment date: June 25th 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, item 133).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
In order to enable the Company’s shareholders to familiarise themselves with the nomination prior to the Annual General Meeting and to ensure compliance with the Code of Best Practice for WSE Listed Companies, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on May 21st 2015 the Company received the nomination of Ms Patrycja Zielińska as a candidate for election as a member of the Company’s Supervisory Board. The nomination was received from Agencja Rozwoju Przemysłu S.A. (“ARP S.A.”), a Company shareholder.
The nomination was submitted in connection with the Annual General Meeting convened for May 27th 2015, which has changes in the composition of the Company’s Supervisory Board included in its agenda. The candidate’s profile is attached as an appendix to this report. The Company also reports that Ms Patrycja Zielińska has consented to stand for election to the Company’s Supervisory Board.
In the grounds for the nomination, ARP S.A. stated that with her expertise and personal qualities Ms Zielińska will make a significant contribution to the Board’s work.
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).
Legal basis: Art. 56.1.1 of the Public Offering Act – Inside information
Further to Current Report No. 5/2015 of March 27th 2015, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) announces that on May 19th 2015 Grupa Azoty Police, Polskie Inwestycje Rozwojowe S.A. (“PIR”) and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (“Grupa Azoty Kędzierzyn”) entered into a cooperation agreement (“Agreement”), in which the parties expressed their intent to collaborate on a feasibility assessment of joint implementation of an investment project called “PDH propylene production unit with infrastructure” (“Project”).
The purpose of the Agreement is to work out detailed terms and conditions of PIR’s and Grupa Azoty Kędzierzyn’s participation in the Project, which will be incorporated in a Detailed Cooperation Agreement.
Under the Agreement:1. Grupa Azoty Police agreed to develop proposals for the Project and Project financing structure and for the partners’ participation in the financing of the Project, and to present the proposals to PIR and Grupa Azoty Kędzierzyn; 2. PIR agreed to complete a preliminary analysis of the Project and Project financing structure and to seek a preliminary investment decision from the PIR Supervisory Board;3. Grupa Azoty Kędzierzyn agreed to complete a preliminary analysis of the Project and Project financing structure and to make a preliminary investment decision.
The parties also agreed that PIR is the preferred financial investor for the Project and that its share in the Project should be at least 25%.
Negotiations of a Detailed Cooperation Agreement will commence after PIR or Grupa Azoty Kędzierzyn has obtained a positive preliminary investment decision and after the terms and conditions of that decision have been provisionally accepted by Grupa Azoty Police.
In line with the timetable contained in the Agreement, the parties will seek to have the investment agreement and other financing agreements related to the Project signed by the end of June 2016.
The Agreement remains in force and effect until Grupa Azoty Police enters into a Detailed Cooperation Agreement or December 31st 2016, whichever occurs earlier.
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. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 5th 2015 the Company received the resignation of Mr Maciej Lipiec as Member of the Company’s Supervisory Board with effect from May 26th 2015. Mr Maciej Lipiec did not specify the reasons 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes draft resolutions to be discussed at the Annual General Meeting convened for May 27th 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Annual General Meeting. Pursuant to Art. 399.1 of the Commercial Companies Code and Art. 41.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes the Annual General Meeting of the Company, to be held at 11am on May 27th 2015 at the Company’s registered office, with the following agenda:
1. Opening of the General Meeting and appointment of the Chairperson.2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.3. Adoption of the agenda.4. Appointment of a Ballot Counting Committee.5. Review of the Directors’ Report on the Company’s operations in the financial year 2014, the Company’s separate financial statements for the financial year 2014, and the Management Board’s proposal concerning distribution of profit for the financial year 2014.6. Review of the report of the Company’s Supervisory Board on the assessment of the financial statements, Directors’ Report on the Company’s operations and the Management Board’s proposal concerning distribution of profit for the financial year 2014.7. Adoption of a resolution to approve the Directors’ Report on the Company’s operations and the Company’s separate financial statements for the financial year 2014.8. Adoption of a resolution on distribution of net profit for the financial year 2014.9. Review of the Directors’ Report on the Grupa Azoty Zakłady Chemiczne Police Group’s operations in the financial year 2014 and the consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for the financial year 2014.10. Review of the report of the Company’s Supervisory Board on the assessment of the consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for 2014 and the Directors’ Report on the operations of the Grupa Azoty Zakłady Chemiczne Police Group in 2014.11. Adoption of a resolution to approve the Directors’ Report on the Grupa Azoty Zakłady Chemiczne Police Group’s operations and the consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for the financial year 2014.12. Review of the report on the activities of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. as the Company’s governing body in the period January 1st−December 31st 2014.13. Adoption of resolutions to approve the performance of duties by members of the Management Board in 2014.14. Adoption of resolutions to approve the performance of duties by members of the Supervisory Board in 2014.15. Changes in the composition of the Company’s Supervisory Board.16. Adoption of a resolution to change the amount of a first ranking mortgage established in favour of BNP Paribas Bank Polska S.A. 17. Closing of the Meeting.
The Company’s Management Board further announces that:
Section 1 A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than twenty-one days prior to the scheduled date of the Annual General Meeting, that is by May 6th 2015. The request may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Section 2 A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Annual General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Section 3 Each shareholder may propose draft resolutions concerning matters included in the agenda during the Annual General Meeting.
Section 4 A shareholder who is a natural person may participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Annual General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy. A power of proxy should be made in writingand attached to the minutes of the Annual General Meeting, or granted in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms. If power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The shareholder should also take all due care to facilitate successful verification of the power of proxy’s validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted. In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Annual General Meeting. The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register. If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Annual General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interests. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
Section 5 The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using means of electronic communication.
Section 6 The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means.
Section 7 The record date for participation in the Annual General Meeting is May 11th 2015. The Annual General Meeting may only be attended by persons who are the Company’s shareholders as at the record date.
Section 8 At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of notice of the Annual General Meeting (i.e. April 29th 2015), and not later than on the first weekday after the record date (i.e. May 12th 2015), the entity keeping the holder’s securities account issues a personal certificate confirming the holder’s right to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
Section 9 The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Annual General Meeting convened for May 27th 2015 may be attended by persons who:- are the Company’s shareholders as at the record date, i.e. May 11th 2015, and:- not earlier than on April 29th 2015 and not later than on May 12th 2015 submitted a request to the entity keeping their securities account to issue a certificate to their name confirming their right to participate in the Annual General Meeting.
Section 10 A list of shareholders eligible to attend the Annual General Meeting will be on display at the Company’s registered office at ul. Kuźnicka 1, 72-010 Police (Management Board Office, room 138 in the Main Office Building), between 9am and 3pm on May 22nd, May 25th and May 26th 2015. Shareholders may request that the list of shareholders eligible to attend theAnnual General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##.
Section 11 The full text of documents to be presented to the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Annual General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Annual General Meeting or matters to be placed on the agenda before the date of the Annual General Meeting will be published on the Company’s promptly after they are issued.
Section 12 Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Annual General Meeting are requested to register and collect the chip cards at the Meeting’s venue prior to its opening.
Section 13 More details on the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com.
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).
Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) announces that in connection with the revolving credit facility agreement of April 23rd 2015 executed between Grupa Azoty S.A. (the parent of Grupa Azoty Police; the “Parent”) and Powszechna Kasa Oszczędności Bank Polski S.A. of Warsaw (the “Bank”) (acting as the facility agent), a revolving credit facility surety agreement was signed between the Bank (as the facility agent) and the Parent and its subsidiaries: Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (as the surety providers).
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 agreement with the total value of PLN 1,500,000,000 (one billion, five hundred million złoty).
The amount of surety given by each of the surety providers, including Grupa Azoty Police, was set at the maximum of 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 but 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 value of the surety provided by Grupa Azoty Police exceeds 10% of its equity.
Furthermore, in connection with the annex of April 23rd 2015 to the overdraft facility agreement executed between the Bank, the Parent, and the Parent’s subsidiaries, the following subsidiaries of the Parent: Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn 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 the existing security interests in the Parent’s and the subsidiaries’ assets, which are to be released.
The amount of surety given by each of the surety providers, including Grupa Azoty Police, was set at the maximum of 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 but 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.
Furthermore, in connection with the multi-purpose credit facility agreement of April 23rd 2015 signed between the Bank, the Parent, and the Parent’s subsidiaries, the following subsidiaries of the Parent: Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., 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 the existing security interests in the Parent’s and the subsidiaries’ assets, which are to be released.
The amount of surety given by each of the surety providers, including Grupa Azoty Police, was set at the maximum of 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 executed surety agreement is several but 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 appropriate compensation. No other financial terms were defined.
The aggregate value of the sureties provided by Grupa Azoty Police 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 1st 2015 the Company’s Supervisory Board, acting pursuant to Art. 30.1.10 of the Company’s Articles of Association and in accordance with applicable laws and relevant professional standards, appointed a qualified auditor to review and audit separate financial statements of the Company and consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for the financial years 2015 and 2016.
The auditor appointed to perform the review and audit work as specified above is KPMG Audyt Sp. z o.o., with its registered office at ul. Chłodna 51, Warsaw, Poland. KPMG Audyt Sp. z o.o. is entered in the list of qualified auditors of financial statements under Reg. No. 458.
KPMG Audyt Sp. z o.o.:- reviewed half-year financial statements of the Company and half-year consolidated financial statements of its Group for the financial years 2012, 2013 and 2014,- audited full-year separate financial statements of the Company and full-year consolidated financial statements of its Group for the financial years 2012, 2013 and 2014,- reviewed half-year and audited full-year consolidation packages for 2012−2014.
In 2013–2014, KPMG Audyt Sp. z o.o. also reviewed the settlement of acquisition of shares in African Investment Group S.A. of Senegal (AFRIG S.A.).
The Supervisory Board has authorised the Company’s Management Board to execute an annex − covering the next two financial years, i.e. 2015 and 2016 – to the existing contract with KPMG Audyt Sp. z o.o. 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 6/2015 of March 30th 2015, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 1st 2015 the Company’s Supervisory Board issued a positive opinion on the Management Board’s proposal to the Annual General Meeting, in which the Management Board recommends that the 2014 net profit of PLN 82,677,014.09 (eighty-two million, six hundred and seventy-seven thousand, fourteen złoty, 9/100) be allocated as follows:
• PLN 42,000,000.00 for payment of dividend (PLN 0.56 per share),• PLN 40,677,014.09 to the statutory reserve funds.
The final decision on the use of profit for 2014 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).
Further to Current Report No. 25/2015 published on April 23rd 2015 by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Chemiczne Police S.A.; the “Parent”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) announces that on April 23rd 2015 Grupa Azoty Police together with the Parent and other key companies of the Parent’s Group: Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., executed a PLN 237,000,000 multi-purpose credit facility agreement (“MPCF Agreement”) with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”).
Under the MPCF Agreement, the existing multi-purpose credit facility agreements of the Parent, Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. were subject to technical consolidation into a single agreement, under which the Bank continues to act as the lender, and Grupa Azoty Police, the Parent, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. continue to 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 consolidated multi-purpose credit facility agreements) and is available to the individual borrowers in the form of sub-limits determined by the Parent. As at the date of the MPCF Agreement, the sub-limit for Grupa Azoty Police was set at PLN 82,000,000. At the Parent’s request, the sub-limit amounts may be changed at any time throughout the facility term, with the proviso that the aggregate amount drawn by the borrowers under all sub-limits at any given time may not exceed the total facility amount.
The Bank’s claims under the MPCF Agreement are secured with sureties provided by each key subsidiary of the Parent (Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn 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 new entities join the surety agreement). Grupa Azoty Police will have a one-third share in the total surety amount referred to above.
Furthermore, the existing security interests in Grupa Azoty Police’s assets will be released upon issue of the surety.
The Parent is liable to repay all amounts due under the MPCF Agreement, and Grupa Azoty Police is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to it.
The facility agreement also includes provisions which impose certain restrictions on the Parent and surety providers, including Grupa Azoty Police, concerning for instance making dispositions with respect to their material assets or encumbering such assets, provision of loans and guarantees, payment of dividends and incurring financial liabilities.
The annual interest rate is 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.
Further to Current Report No. 68/2011 of December 7th 2011 and Current Report No. 30/2013 of August 20th 2013, the Management Board of Grupa Azoty Police also announces that on April 23rd 2015 the Company and the Parent’s Group companies executed with the Bank an annex to the PLN 302,000,000 overdraft facility agreement of October 1st 2010 (“Overdraft Agreement”).
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 determined by the Parent. As at the date of the annex, the sub-limit for Grupa Azoty Police was set at PLN 88,700,000. At the Parent’s request, the sub-limit amounts may be changed at any time throughout the facility term, with the proviso that the aggregate amount of all sub-limits may not exceed the total facility amount.
The Bank’s claims under the Overdraft Agreement are secured with sureties provided by each key subsidiary of the Parent (Grupa Azoty Police, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn 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 new entities join the surety agreement). Grupa Azoty Police will have a one-third share in the total surety amount referred to above.
Furthermore, the existing security interests in Grupa Azoty Police’s assets will be released upon issue of the surety.
The Parent is liable to repay all amounts due under the Overdraft Agreement, and Grupa Azoty Police is liable to repay 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 the surety providers, including Grupa Azoty Police, concerning for instance making dispositions with respect to their material assets or encumbering such assets, provision of loans and guarantees, payment of dividends and incurring financial liabilities.
The annual interest rate is 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 30th 2015 the Board passed a resolution to propose to the Annual General Meeting that a dividend of PLN 42,000,000.00 be paid to the Company’s shareholders from the net profit earned in the period January 1st−December 31st 2014.
The Company also reports that, pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board’s recommendation will be submitted to the Company’s Supervisory Board for assessment. The final decision on the use of profit for 2014 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).
Legal basis: Art. 56.1.1 of the Public Offering Act – inside information
Acting pursuant to Art. 57.3 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 2013, item 1382, as amended; the “Public Offering Act”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) is publishing inside information whose disclosure was delayed pursuant to Art. 57.1 of the Act on Public Offering and Par. 2.1.1 of the Minister of Finance’s Regulation on the types of information which might violate the legitimate interests of the issuer and the manner in which the issuer should proceed in connection with delayed disclosure of inside information, dated April 13th 2006 (Dz.U. No. 67, item 476).
A report on delayed discharge of the disclosure obligation was filed with the Polish Financial Supervision Authority on February 27th 2015.
The inside information covered by the report is set out below:
“The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on February 26th 2015 the Company’s Supervisory Board passed a resolution to approve the acquisition of non-current assets under the project ‘PDH unit for propylene production with infrastructure.’
The project has been included in Grupa Azoty Zakłady Chemiczne Police S.A.’s 2015 Investing Activity Plan and adopted by Grupa Azoty S.A. in the Grupa Azoty Group Strategy for 2014–2020 – Operationalisation.
The project is designed to improve the security of supply of propylene as the key raw material for the production of oxo alcohols, and will also open up new directions for growth thanks to the broad possibilities in propylene processing.
The project’s budget is PLN 1,675,000 thousand (one billion, six hundred and seventy-five million złoty, net).
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 basisArt. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on February 12th 2015 the Company was notified that the potassium chloride purchase agreement between the Company and Uralkali Trading SA of Lancy, Switzerland (the “Seller”) (the “Agreement”) was signed by the other party.
The Agreement was executed for a definite term, from January 22nd 2015 to December 31st 2015, and has an estimated value of PLN 250,000,000.00. Under the Agreement, potassium chloride will be delivered from Baltic Sea ports in 3,000-tonne shipments (+/-10% at the parties’ option) between January and December 2015.
The other terms of the Agreement do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Agreement’s value or the PLN equivalent of EUR 200,000.
Given that its value exceeds 10% of the Company’s equity, 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 (consolidated text: Dz.U. of 2014, item 133).
Legal basisArt. 70.1 of the Public Offering Act – Acquisition or disposal of a significant holding of shares
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on February 2nd 2015 it received a notification dated January 30th 2015 from Powszechne Towarzystwo Emerytalne PZU S.A. of Warsaw, acting on behalf of the pension fund Otwarty Fundusz Emerytalny PZU Złota Jesień (“OFE Złota Jesień”), made under Art. 69.1.1 and Art. 69.2.1a 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).
According to the notification, the number of voting rights held by OFE Złota Jesień in the Company increased by more than 2% following a buy transaction in Company shares executed on the Warsaw Stock Exchange on January 22nd 2015.
Subsequently, following a buy transaction in Company shares executed on the Warsaw Stock Exchange on January 30th 2015, the number of voting rights held in the Company exceeded 15% of total voting rights.
According to the notification:- prior to the first transaction OFE Złota Jesień held 11,150,194 Company shares, representing 14.87% of all Company shares and conferring 11,150,194 voting rights, representing 14.87% of total voting rights at the Company’s General Meeting;
- currently OFE Złota Jesień holds 11,257,189 Company shares, representing 15.01% of all Company shares and conferring 11,257,189 voting rights, representing 15.01% of total voting rights at the Company’s General Meeting.
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 2013, item 1382).
Legal basisArt. 160.4 of the Act on Trading in Financial Instruments – Transactions by persons with access to inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 20th 2015 it received a notification under Art. 160.1 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz.U. of 2014, item 94, as amended) on a transaction involving the Company’s financial instruments executed by a member of the Company’s Management Board.
Text of the notification:1. Person subject to the notification obligation: Member of the Company’s Management Board.2. Financial instrument and issuer covered by the notification: shares in Grupa Azoty Zakłady Chemiczne Police S.A.3. Date and place of the notification: January 20th 2015, Police, Poland.4. Transaction details: sale of 1,000 Company shares at a price of PLN 22.2273 per share on May 20th 2014.5. Transaction venue: Warsaw Stock Exchange.6. Execution details: a regulated market transaction executed during a regular trading session.
The person subject to the notification obligation has not consented to the disclosure of data referred to in Par. 2.1.1 of the Minister of Finance’s Regulation on disclosure of information on certain transactions in financial instruments and on the rules for drawing up and maintaining a list of persons having access to inside information of November 15th 2005.
Legal basis: Art. 160.4 of the Act on Trading in Financial Instruments of July 29th 2005 (consolidated text: Dz.U. 2014, item 94, as amended).
Legal basisArt. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “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:- 2014 separate full year report – March 16th 2015- 2014 consolidated full year report – March 16th 2015
The Management Board further announces that the Company will not publish separate quarterly reports, 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 (consolidated text: Dz.U. of 2014, item 133) (the “Regulation”). The consolidated quarterly reports will incorporate condensed consolidated quarterly financial statements and quarterly financial information.
Further, the Company will not publish separate and consolidated quarterly results for Q2 2015, as permitted under Par. 101.2 of the Regulation.
With the publication date of the 2014 separate full year report and the 2014 consolidated full year report falling together on March 16th 2015 (that is, within 80 days from the end of the financial year), the Company will not be publishing quarterly 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 (consolidated text: Dz.U. of 2014, item 133).
Legal basisArt. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 44/2012 of December 24th 2012, Current Report No. 36/2013 of September 26th 2013, and Current Report No. 16/2014 of April 25th 2014, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on December 16th 2014 an Annex (the “Annex”) to the Gas Supply Master Agreement (the “Agreement”) was signed between the Company and Polskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjna of Warsaw (the “Supplier”). Under the Annex, the term of the Agreement has been extended until October 1st 2016 (from October 1st 2015).
The Agreement provides for the supply of gas by the Supplier to the Company. The Annex also specifies the quantity of gas to be delivered over the Agreement’s extended term (from October 1st 2015 to October 1st 2016).
Following execution of the Annex, the estimated value of deliveries to be made under the Agreement will increase in the period specified above (from October 1st 2015 to October 1st 2016) by approximately PLN 197,400,000.00.
The Annex comes into force with effect from September 1st 2014.
The other material terms and conditions of the Agreement, announced in Current Report No. 44/2012 of December 24th 2012, Current Report No. 36/2013 of September 26th 2013, and Current Report No. 16/2014 of April 25th 2014, have remained unchanged.
The Annex meets the criteria of a significant agreement, as its value, estimated at PLN 197,400,000.00, exceeds 10% of the Company’s equity.
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting, held on October 8th 2014, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in total voting rights.
Shareholder: Grupa Azoty S.A.Number of shares represented at the Extraordinary General Meeting – 49,500,000Number of votes held at the Extraordinary General Meeting – 49,500,000Percentage share in the votes represented at the Extraordinary General Meeting – 88.00%Percentage share in total voting rights – 66.00%
Shareholder: Agencja Rozwoju Przemysłu S.A.Number of shares represented at the Extraordinary General Meeting – 6,574,966Number of votes held at the Extraordinary General Meeting – 6,574,966Percentage share in the votes represented at the Extraordinary General Meeting – 11.69%Percentage share in total voting rights – 8.77%
Legal basis for the release of this report: 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 2013, item 1382).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on October 8th 2014, together with the results of voting on the resolutions.
Considering that an electronic vote counting system, operated by a specialist service provider, was used during the General Meeting, acting in line with the Rules of Procedure for the General Meeting, the Extraordinary General Meeting resolved not to appoint a Ballot Counting Committee (item 4 of the agenda ‘Appointment of a Ballot Counting Committee’).
At the General Meeting, no objections were recorded by shareholders in the minutes.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) reports that on October 8th 2014, pursuant to Resolution No. 4 of the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., a new member, Mr Maciej Lipiec, was appointed to the Company’s Supervisory Board for the 6th joint term of office, expiring on the day of the Company’s Annual General Meeting which approves the financial statements for the financial year 2015.
The Management Board also reports that Mr Lipiec has made 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 declaration of the new Supervisory Board member stating that he is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Management Board publishes, attached hereto, a biographical note of the new member.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) reports that on October 8th 2014 the Company executed an agreement for the sale of urea (“Agreement”) with Kronospan Chemical Szczecinek Sp. z o.o. (“Buyer”). The Agreement is effective from October 1st 2014 to December 31st 2018.
Under the Agreement, the Company has agreed to deliver, and the Buyer has agreed to accept and pay for, urea supplies. Prices will be negotiated on a monthly basis. The value of the Agreement is estimated at PLN 347,000,000.00 (VAT-exclusive). The Agreement specifies the quantities of urea that the Company has agreed to deliver and that the Buyer has agreed to accept, with a 5% variation permitted.
The other terms of the Agreement do not differ from standard terms used in agreements of this type.
Given that its value exceeds 10% of the Company’s equity, 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 (consolidated text: Dz.U. of 2014, item 133).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on October 8th 2014 an agreement for the sale of urea by the Company executed with Krono-Chem Sp. z o.o. on February 1st 2000 was terminated by mutual consent of the parties. The Company provided information on the agreement, as a significant agreement, in Section V (item 5.8.1.3) “Information on the Issuer’s business” on page 121 of its Prospectus of March 1st 2005.
The agreement was terminated with effect from October 8th 2014. The termination was dictated by the need to work out new trading terms and conditions for the supply of goods by the parties. The termination will not have a material impact on the financial position of the Company or its subsidiaries. The Company will maintain its business relationships with companies of the Krono-Chem Group (including Krono-Chem Sp. z o.o.) 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. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Reports No. 31/2014 and 32/2014 of September 12th 2014, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”), with its registered office at ul. Kuźnicka 1, Police, Poland, announces that on September 17th 2014 it received a request from Agencja Rozwoju Przemysłu S.A. (“ARP S.A.”), a shareholder in the Company holding 8.81% of its share capital, that an item be added to the agenda of the Extraordinary General Meeting convened for October 8th 2014, entitled: ‘Changes in the composition of the Supervisory Board’.The request meets the requirements set forth in Art. 401.1 of the Commercial Companies Code.
Reasons for adding a new agenda item cited by ARP S.A.:The request to add a new item to the agenda of the Company’s Extraordinary General Meeting convened for October 8th 2014 results from the exercise by ARP S.A. of its rights as a shareholder in the Company, as well as from the need to strengthen supervision over ARP S.A.’s shareholding after a board member designated by ARP S.A. resigned from the board.
The agenda of the Company’s Extraordinary General Meeting convened for October 8th 2014, including the amendments made with due regard to the reasons given above, is as follows:1. Opening of the Extraordinary General Meeting and appointment 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 a Ballot Counting Committee.5. Adoption of a resolution concerning disposition of the Company’s property.6. Changes in the composition of the Supervisory Board.7. Closing of the Meeting.
Attached hereto, the Company’s Management Board presents the text of the draft resolution submitted by shareholder ARP S.A. concerning new agenda item No. 6 entitled ‘Changes in the composition of the Supervisory Board’.
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. further announces that an amended notice of the Extraordinary General Meeting, the relevant draft resolution, and a form of power of proxy along with amended voting instructions are available at the Company’s website (www.zchpolice.grupaazoty.com).
Other details of the Company’s Extraordinary General Meeting convened for October 8th 2014 remain unchanged.
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 (consolidated text: Dz.U. of 2014, item 133).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Pursuant to 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), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes draft resolutions to be discussed at the Extraordinary General Meeting convened for October 8th 2014.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic informationThe Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Extraordinary General Meeting.
Pursuant to Art. 399.1 of the Commercial Companies Code and Art. 41.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Extraordinary General Meeting of the Company, to be held at 11am on October 8th 2014 at the Company’s registered office, with the following agenda:
1. Opening of the Extraordinary General Meeting and appointment of the Chair.2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions.3. Adoption of the agenda.4. Appointment of a Ballot Counting Committee.5. Adoption of a resolution concerning disposition of the Company’s property.6. Closing of the Meeting.
I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than twenty-one days prior to the scheduled date of the Extraordinary General Meeting, that is by September 17th 2014. The request may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Extraordinary General Meeting.
IV. A shareholder who is a natural person may participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Extraordinary General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy.
A power of proxy should be made in writing and attached to the minutes of the Extraordinary General Meeting, or granted in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy on its website.
If power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The e-mail should specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted.
In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Extraordinary General Meeting.
The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy, to be presented at the time of drafting the attendance list. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register.
If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Extraordinary General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interests. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using electronic means of communication.
VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. do not permit exercising voting rights by postal ballot or electronic means.
VII. The record date for participation in the Extraordinary General Meeting is September 22nd 2014. The Extraordinary General Meeting may only be attended by persons who are the Company’s shareholders as at the record date for participation in the Extraordinary General Meeting.
VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of the Extraordinary General Meeting (i.e. September 12th 2014), and not later than on the first weekday after the record date (i.e. September 23rd 2014), the entity keeping the holder’s securities account issues a personal certificate confirming the holder’s right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
IX. The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. would like to note that the Extraordinary General Meeting convened for October 8th 2014 may be attended by persons who:- are the Company’s shareholders as at the record date, i.e. September 22nd 2014, and:- not earlier than on September 12th 2014 and not later than on September 23rd 2014 submitted a request to the entity keeping their securities account to issue a personal certificate confirming their right to participate in the Extraordinary General Meeting.
X. A list of shareholders eligible to attend the Extraordinary General Meeting will be on display at the Company’s registered office at ul. Kuźnicka 1, Police (Management Board Office, room 138 in the Main Office Building), between 9am and 3pm on October 3rd, October 6th and October 7th 2014. Shareholders may request that the list of shareholders eligible to attend the Extraordinary General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following Company’s dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##.
XI. The full text of documents to be presented to the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are issued.
XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Extraordinary General Meeting are requested to register and collect voting cards at the Meeting’s venue prior to its opening.
XIII. More details on the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. are available on the Company’s website at www.zchpolice.grupaazoty.com.
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).
Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on August 27th 2014 the Company’s Supervisory Board passed a resolution to adopt a consolidated text of the Company’s Articles of Association (“Articles of Association”), which is attached to this report. The consolidated text incorporates amendments made under Resolution No. 16, passed by the Company’s Annual General Meeting on April 24th 2014, which were entered into the Register of Entrepreneurs of the National Court Register by the registry court on June 23rd 2014. Relevant information was published by the Company in Current Report No. 15/2014 of April 25th 2014 and Current Report No. 18/2014 of June 25th 2014.
The amendments to the Company’s Articles of Association are presented below:
1) The previous text of Art. 19.2.12 of the Articles of Association, reading:
“12) disposition, acquisition and encumbrance with limited property rights of non-current assets whose market value is equal to or exceeds PLN 50,000 (fifty thousand złoty), subject to Art. 30.2.1, Art. 30.2.2, Art. 30.2.3, Art. 30.2.4 and Art. 49.8 of the Articles of Association,”
has been amended to read as follows:
“12) disposition, acquisition and encumbrance with limited property rights of non-current assets whose market value is equal to or exceeds PLN 50,000 (fifty thousand złoty), subject to Art. 30.2.1, Art. 30.2.2, Art. 30.2.3, Art. 30.2.4, Art. 49.8, Art. 49.9, and Art. 49.10 of the Articles of Association.”
2) Art. 28.2, whose text is provided below, has been deleted:
“2. Business trip orders for the President of the Management Board shall be approved by the Chairperson of the Supervisory Board. Business trip orders for the other Management Board members shall be approved by the President of the Management Board.”
3) The previous text of Art. 49.10, reading:
“10) approval of disposal of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 2,000,000 (two million złoty),”
has been amended to read as follows:
“10) approval of disposition, including disposal and encumbrance with limited property rights, of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 2,000,000 (two million złoty).”
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. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on August 18th 2014 it executed an annex (“Annex”) to the agreement of February 25th 2009 for sale of compound fertilizers and urea for further resale (“Agreement”) with OSADKOWSKI S.A. of Bierutów (“Buyer”).
Under the Annex, the term of the Agreement has been extended by 5 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 Agreement or the PLN equivalent of EUR 200,000.
The value of the Annex throughout its entire term is estimated at PLN 103,063,000.00, calculated as the product of the number of years (five years) covered by the Agreement and the value estimate (given the expected variation in quantities sold and possible price revisions) for the first year of its term.
The total value of the agreements (including the Annex) executed by the Company and its subsidiaries with the Osadkowski Group over the last twelve months is estimated at PLN 107,497,144.39, 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 Osadkowski Group over the last 12 months exceeds 10% of the Company’s equity (June 30th 2014: PLN 1,019,337,000.00), 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police (“Company”) announces that on October 29th 2014 the Company’s Supervisory Board passed a resolution to appoint Ms Anna Podolak as Vice-President of the Management Board of the sixth joint term of office, with effect from October 29th 2014.
The Company’s Management Board also reports that Ms Podolak has made 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 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 declaration of the new Management Board member stating that she is not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
The Company publishes, attached hereto, information concerning the newly appointed member’s educational background, qualifications, previously held positions, as well as a description of her employment history.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on July 14th 2014 it executed an annex (“Annex”) to the agreement of January 1st 1999 for sale of compound fertilizers and urea for further resale (“Agreement”) with Przedsiębiorstwo Handlowo-Usługowe WAMEX Sp. z o.o. of Wola Rzędzińska (“Buyer”). Under the Annex, the term of the Agreement has been extended by 5 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 Agreement or the PLN equivalent of EUR 200,000.
The value of the Annex throughout its entire term is estimated at PLN 126,199,600.00, calculated as the product of the number of years (five years) covered by the Agreement and the value estimate (given the expected variation in quantities sold and possible price revisions) for the first year of its term.
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 139,564,104.52, 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 1,007,765,000.00), 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on July 14th 2014 it executed an annex (“Annex”) to the agreement of January 1st 1999 for sale of compound fertilizers and urea for further resale (“Agreement”) with Marian Sobianek, operating as a sole trader under the name Skład Opału i Materiałów Budowlanych T i M Sobianek of Parczew (“Buyer”). Under the Annex, the term of the Agreement has been extended by 5 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 Agreement or the PLN equivalent of EUR 200,000.
The value of the Annex throughout its entire term is estimated at PLN 181,810,200.00, calculated as the product of the number of years (five years) covered by the Agreement and the value estimate (given the expected variation in quantities sold and possible price revisions) for the first year of its term.
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 212,238,731.79, 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 1,007,765,000.00), 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on July 14th 2014 it executed an annex (“Annex”) to the agreement of January 1st 1999 for sale of compound fertilizers and urea for further resale (“Agreement”) with Skłodowski Spółka Jawna of Zaręby Kościelne (“Buyer”). The Company provided information on the Agreement, as a material agreement, in Section V “Information on the Issuer's business” on page 128 of its Prospectus of March 1st 2005.
Under the Annex, the term of the Agreement has been extended by 5 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 Agreement or the PLN equivalent of EUR 200,000.
The value of the Annex throughout its entire term is estimated at PLN 198,341,900.00, calculated as the product of the number of years (five years) covered by the Agreement and the value estimate (given the expected variation in quantities sold and possible price revisions) for the first year of its term.
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 243,990,038.21, 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 1,007,765,000.00), 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on July 14th 2014 it executed an annex (“Annex”) to the agreement of April 23rd 2012 for sale of compound fertilizers and urea for further resale (“Agreement”) with ROLPOL Ołdakowscy spółka jawna of Szepietowo (“Buyer”).
Under the Annex, the term of the Agreement has been extended by 5 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 Agreement or the PLN equivalent of EUR 200,000.
The value of the Annex throughout its entire term is estimated at PLN 131,920,500.00, calculated as the product of the number of years (five years) covered by the Agreement and the value estimate (given the expected variation in quantities sold and possible price revisions) for the first year of its term.
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 155,561,825.74, 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 1,007,765,000.00), 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on July 14th 2014 it executed an annex (“Annex”) to the agreement of February 6th 2002 for sale of compound fertilizers and urea for further resale (“Agreement”) with Ampol-Merol Sp. z o.o. of Wąbrzeźno (“Buyer”). The Company provided information on the Agreement, as a significant agreement, in Section V “Information on the Issuer's business” on page 121 of its Prospectus of March 1st 2005.
Under the Annex, the term of the Agreement has been extended by 5 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 Agreement or the PLN equivalent of EUR 200,000.
The value of the Annex throughout its entire term is estimated at PLN 384,295,700.00, calculated as the product of the number of years (five years) covered by the Agreement and the value estimate (given the expected variation in quantities sold and possible price revisions) for the first year of its term.
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 450,093,126.71, with the Annex being the highest value agreement.
Given that the total value of the Annex exceeds 10% of the Company’s equity (March 31st 2014: PLN 1,007,765,000.00), 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on July 14th 2014 it executed an annex (“Annex”) to the agreement of January 1st 1999 for sale of compound fertilizers and urea for further resale (“Agreement”) with Przedsiębiorstwo Handlowe AGROSKŁAD Spółka Jawna Włodzimierz Jabłoński, Jacek Kaczuba of Józefin (“Buyer”). The Company provided information on the Agreement, as a material agreement, in Section V “Information on the Issuer's business” on page 129 of its Prospectus of March 1st 2005.
Under the Annex, the term of the Agreement has been extended by 5 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 Agreement or the PLN equivalent of EUR 200,000.
The value of the Annex throughout its entire term is estimated at PLN 290,372,000.00, calculated as the product of the number of years (five years) covered by the Agreement and the value estimate (given the expected variation in quantities sold and possible price revisions) for the first year of its term.
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 358,338,613.70, 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 1,007,765,000.00), 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on July 14th 2014 it executed an annex (“Annex”) to the agreement of January 1st 1999 for sale of compound fertilizers and urea for further resale (“Agreement”) with AGRO-HANDLOWIEC Szymańscy Sp. z o.o. nr 1 spółka komandytowo-akcyjna of Wyszków (“Buyer”). The Company provided information on the Agreement, as a material agreement, in Section V “Information on the Issuer's business” on page 128 of its Prospectus of March 1st 2005.
Under the Annex, the term of the Agreement has been extended by 5 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 Agreement or the PLN equivalent of EUR 200,000.
The value of the Annex throughout its entire term is estimated at PLN 155,650,000.00, calculated as the product of the number of years (five years) covered by the Agreement and the value estimate (given the expected variation in quantities sold and possible price revisions) for the first year of its term.
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 196,319,919.51, 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 1,007,765,000.00), 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on July 14th 2014 it executed an annex (“Annex”) to the agreement of August 1st 2008 for sale of compound fertilizers and urea for further resale (“Agreement”) with Przedsiębiorstwo Handlowo-Promocyjne AGRO-EFEKT Sp. z o. o. of Słupia (“Buyer”).
Under the Annex, the term of the Agreement has been extended by 5 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 Agreement or the PLN equivalent of EUR 200,000.
The value of the Annex throughout its entire term is estimated at PLN 135,099,100.00, calculated as the product of the number of years (five years) covered by the Agreement and the value estimate (giventhe expected variation in quantities sold and possible price revisions) for the first year of its term.
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 162,176,468.94, 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 1,007,765,000.00), 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).
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that today Mr Jerzy Góra, Deputy Chairman of the Company's Supervisory Board, tendered his resignation from the Board, effective from July 2nd 2014. Mr Góra has not provided reasons 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on June 30th 2014 it received information that an agreement for the supply of phosphate rock executed by the Company with DGG ECO sp. z o.o. of Wrocław (“Seller”) (“Agreement”) had been signed by the other party to the transaction.
The Agreement provides for the sale of phosphate rock from Egypt and Syria to the Company. The Agreement was executed for a definite term, from June 1st 2014 to May 31st 2015. The price will be determined for each delivery separately, based on the price formula specified in the Agreement. The estimated value of deliveries to be made under the Agreement totals PLN 181,248,000.00.
The other terms of the Agreement do not differ from standard terms used in agreements of this type, and do 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 value of the Agreement exceeds 10% of the Company’s equity (PLN 1,007,765,000.00 as at March 31st 2013), it 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 15/2014 of April 25th 2014, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that it was notified today that on June 23rd 2014 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered amendments to the Company's Articles of Association. The amendments were previously approved by virtue of Resolution No. 16 of the Company's Annual General Meeting of April 24th 2014.
Presented below is the previous text of the Articles of Association and the amendments thereto approved by the Company's Annual General Meeting on April 24th 2014. 1) The previous text of Art. 19.2.12 of the Articles of Association, reading:“12) disposal, acquisition and encumbrance with limited property rights of non-current assets whose market value is equal to or exceeds PLN 50,000 (fifty thousand złoty), subject to Art. 30.2.1, Art. 30.2.2, Art. 30.2.3, Art. 30.2.4 and Art. 49.8 of the Articles of Association,” has been amended to read as follows: “12) disposal, acquisition and encumbrance with limited property rights of non-current assets whose market value is equal to or exceeds PLN 50,000 (fifty thousand złoty), subject to Art. 30.2.1, Art. 30.2.2, Art. 30.2.3, Art. 30.2.4, Art. 49.8, Art. 49.9, and Art. 49.10 of the Articles of Association.
2) Art. 28.2, whose text is provided below, has been deleted:“2. Business trip orders for the President of the Management Board shall be approved by the Chairperson of the Supervisory Board. Business trip orders for the other Management Board members shall be approved by the President of the Management Board.”
3) The previous text of Art. 49.10, reading:“10) approval of disposal of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 2,000,000 (two million złoty),” has been amended to read as follows: “10) approval of disposal, including sale and encumbrance with limited property rights, of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 2,000,000 (two million złoty)”.
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. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 399.1, Art. 400.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting of the Company, to commence at 12.00 noon on November 7th 2019, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. As at the date of this notice, that is October 11th 2019, the shares confer 75,000,000 voting rights.
The Extraordinary General Meeting is being convened at the request of Grupa Azoty S.A. of Tarnów, as a shareholder representing at least one-twentieth of the Company’s share capital, submitted on October 10th 2019 in accordance with Art. 400.1 of the Commercial Companies Code and Art. 39.1.3 of the Company’s Articles of Association. The requesting shareholder has also proposed that the following items be included on the Meeting’s agenda:
1) Resolution on amendment to the Company’s Articles of Association and authorisation of the Supervisory Board to prepare a consolidated text of the Articles of Association.
2) Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of March 29th 2017 on the rules of determining remuneration for members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.
3) Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of May 18th 2018 to approve the rules for disposal of non-current assets of Grupa Azoty Zakłady Chemiczne Police S.A.
Agenda of the Meeting:
1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Appointment of a Ballot Counting Committee.
6. Resolution on amendment to the Company’s Articles of Association and authorisation of the Supervisory Board to prepare a consolidated text of the Articles of Association.
7. Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of March 29th 2017 on the rules of determining remuneration for members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.
8. Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of May 18th 2018 to approve the rules for disposal of non-current assets of Grupa Azoty Zakłady Chemiczne Police S.A.
9. Closing of the Meeting.
Right to participate in the Extraordinary General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at October 22nd 2019, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than October 11th 2019 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than October 23rd 2019 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on November 4th, 5th and 6th 2019. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish, for downloading, a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder must send in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by October 17th 2019. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com.
***
The amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A. proposed under item 6 of the agenda
I. The following existing wording of Art. 19.2.12 of the Articles of Association:
12) disposal, acquisition and encumbrance with limited property rights of non-current assets with a market value equal to or higher than PLN 100,000 (one hundred thousand złoty),
is proposed to be amended to read as follows:
12) disposal of non-current assets with a market value higher than PLN 100,000 (one hundred thousand złoty),
II. In Art. 19.2, new items 19.2.13 and 19.2.14 are proposed to be added after item 19.2.12, reading as follows:
13) disposal of shares in another company with a market value higher than PLN 100,000 (one hundred thousand złoty),
14) acquisition of non-current assets, as well as subscription for or acquisition of shares in another company with a value higher than PLN 100,000 (one hundred thousand złoty),
and, accordingly, the next subdivision of Art. 19.2 is proposed to be renumbered from 19.2.13 to 19.2.15.
III. The following existing wording of Art. 21.1:
1. Subject to Art. 22–25 of these Articles of Association, members of the Management Board or the entire Management Board shall be appointed by the Supervisory Board following a recruitment process held to verify and evaluate the qualifications of candidates and to select the best candidate. The rules of and procedure for the recruitment process shall be set out in resolutions of the General Meeting.
is proposed to be amended to read as follows:
1. Except for the Management Board member elected by employees in accordance with Art. 22–23 of these Articles of Association, members of the Management Board or the entire Management Board shall be appointed by the Supervisory Board following a recruitment process held to verify and evaluate the qualifications of candidates and to select the best candidate. The rules of and procedure for the recruitment process shall be set out in resolutions of the General Meeting.
IV. The following existing wording of Art. 21.3:
3. Members of the Management Board shall tender their resignations in writing to the Supervisory Board.
is proposed to be replaced by the following new wording:
3. Members of the Management Board shall tender their resignations in writing to the Company. A Management Board member shall notify their resignation to the Supervisory Board in writing.
V. The following existing wording of Art. 28.1.6:
6) assessment of the Directors’ Report and the financial statements for the previous financial year in terms of their consistency with the accounting books, documents and facts,
is proposed to be replaced by the following new wording:
6) assessment of the Directors’ Report on the Company’s operations and the financial statements for the previous financial year for their consistency with the accounting books, documents and facts, and provision of opinions on the report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees, and on the report on compliance with best practices referred to in Art. 7.3 of the Act on State Property Management of December 16th 2016,
VI. The following existing wording of Art. 28.2.2.c:
c) contracts concluded in the ordinary course of the Company’s business, i.e. contracts for the sale of products manufactured by the Company, sale of merchandise and purchase of merchandise, raw materials and feedstocks,
is proposed to be replaced by the following new wording:
c) contracts concluded in the ordinary course of the Company’s business, including in particular contracts for the sale of products manufactured by the Company, sale of merchandise and purchase of merchandise, raw materials and feedstocks, purchase of electricity and related property rights, and purchase of CO2 emission allowances,
VII. The following existing wording of Art. 28.2.4:
4) execution of a material related-party agreement, excluding contracts concluded in the ordinary course of the Company’s business, i.e. contracts for the sale of products manufactured by the Company and for the purchase of raw materials and feedstocks, concluded on an arm’s length basis,
is proposed to be replaced by the following new wording:
4) execution of a material related-party agreement, excluding contracts concluded in the ordinary course of the Company’s business, such as contracts for the sale of products manufactured by the Company and for the purchase of raw materials and feedstocks, concluded on an arm’s length basis,
VIII. The following existing wording of Art. 28.2.5:
5) execution or amendment of an agreement for the provision of legal services, marketing services, public relations and social communication services, or management consultancy services, if the total fees for the services to be provided under such agreement exceed PLN 500,000 (five hundred thousand złoty), exclusive of VAT, per year, or if the lump-sum or maximum amount of the fees is not provided for,
is proposed to be amended to read as follows:
5) execution or amendment of an agreement for the provision of legal services, marketing services, public relations and social communication services, or management consultancy services, if the total fees for the services to be provided under such agreement or other agreements with the same entity exceed PLN 500,000 (five hundred thousand złoty), exclusive of VAT, per year, or if the lump-sum or maximum amount of the fees is not provided for,
IX. The following existing wording of Art. 30.5:
Candidates to the Supervisory Board appointed, nominated or proposed by the State Treasury or a state-owned legal person, or by the Company’s parent within the meaning of Art. 4.3 of the Competition and Consumer Protection Act of February 16th 2007, should meet the requirements set out in Art. 19 of the Act on State Property Management of December 16th 2016.
is proposed to be amended to read as follows:
Candidates to the Supervisory Board nominated by the authorities or bodies referred to in Art. 25.1.1–5 of the Act on State Property Management of December 16th 2016 must meet the requirements set out in Art. 19.1–3 and Art. 19.5 of the Act on State Property Management of December 16th 2016.
X. In Art. 30, after Art. 30.5, a new Art. 30.6 is proposed to be added, reading as follows:
6. If a Supervisory Board member nominated by any of the authorities or bodies referred to in Art. 25.1.1–5 of the Act on State Property Management of December 16th 2016 fails to meet the requirements set out in Art. 19.1–3 and Art. 19.5 of the Act on State Property Management of December 16th 2016, the respective authority or body shall forthwith take steps to remove such member from the Supervisory Board.
and the next subdivision of Art. 30 is proposed to be accordingly renumbered from Art. 30.6 to Art. 30.7.
XI. The following existing wording of Art. 32.3:
3. The results of an election held in accordance with the provisions of Art. 32.1–2 shall be binding on the General Meeting.
is proposed to be amended to read as follows:
3. The results of an election held in accordance with the provisions of Art. 32.1 and 32.2 shall be binding on the General Meeting.
XII. The following existing wording of Art. 47.9:
9) approval of the following legal transactions if the market value of assets involved in such transaction exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets:
a. acquisition or disposal of real property, perpetual usufruct right, or interest in real property or perpetual usufruct right,
b. acquisition or disposal of non-current assets,
c. granting of the right to use non-current assets to another entity for a period longer than 180 days in a calendar year,
d. subscription for, acquisition or disposal of shares in another company,
is proposed to be amended to read as follows:
9) approval of the following legal transactions if the market value of assets involved in such transaction exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets:
a. disposal of real property, perpetual usufruct right, or interest in real property or perpetual usufruct right,
b. disposal of other non-current assets,
c. granting of the right to use non-current assets to another entity for a period longer than 180 days in a calendar year,
d. disposal of shares in another company,
XIII. In Art. 47, after Art. 47.9, a new Art. 47.10 is proposed to be added, reading as follows:
10) approval of the following legal transactions if the value of assets involved in such transaction exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets:
a. acquisition of non-current assets,
b. subscription for or acquisition of shares in another company,
and the subsequent subdivisions of Art. 47 are proposed to be renumbered accordingly.
XIV. The existing wording of Art. 47.10 (renumbered to 47.11), reading:
10) establishing the rules for disposal of non-current assets whose value exceeds 0.1% of the Company’s total assets,
is proposed to be amended to read as follows:
11) establishing the rules for disposal of non-current assets whose market value exceeds 0.1% of the Company’s total assets,
XV. The existing wording of Art. 47.24 (renumbered to 47.25), reading:
24) establishing the rules for remuneration of Management Board members,
is proposed to be amended to read as follows:
25) establishing the rules of determining remuneration for Management Board members,
XVI. Art. 52.3 is proposed to be deleted.
XVII. The following existing wording of Art. 53.1:
1) within three months from the reporting date, prepare financial statements for the previous financial year together with the Directors’ Report on the Company’s operations, including the report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees,
is proposed to be amended to read as follows:
1) within three months from the reporting date, prepare financial statements for the previous financial year together with the Directors’ Report on the Company’s operations,
XVIII. In Art. 53, after Art. 53.1, a new Art. 53.2 is proposed to be added, reading as follows:
2) within three months from the reporting date, prepare a report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees, as well as a report on compliance with best practices referred to in Art. 7.3 of the Act on State Property Management of December 16th 2016,
and the subsequent subdivisions are proposed to be renumbered accordingly.
XIX. In Art. 53, after existing Art. 53.5 (renumbered to 53.6), a new Art. 53.7 is proposed to be added, reading as follows:
7) submit to the Annual General Meeting the documents referred to in Art. 53.2, together with the Supervisory Board’s opinion,
and the subsequent subdivisions of Art. 53 and the subdivisions to which Art. 53.7 and Art. 53.8 (renumbered to 53.9 and 53.10) currently refer are proposed to be renumbered accordingly.
XX. In Art. 53.2 and Art. 53.6 (renumbered to 53.3 and Art. 53.8, respectively), the term “auditor” is proposed to be replaced by the term “audit firm”.
XXI. After Art. 55, a new Art. 56 is proposed to be added, reading as follows:
Disposal of non-current assets whose market value exceeds 0.1% of the Company’s total assets shall be effected by the Company through an auction or tender, unless the value does not exceed PLN 20,000 (twenty thousand złoty). Detailed rules for conducting such auctions or tenders and situations in which holding an auction or tender is not required shall be defined in a resolution of the General Meeting.
and the subsequent subdivisions of the Articles of Association are proposed to be renumbered accordingly.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary Annual General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Accordingly, the Company states that:
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
Further to Current Report No. 44/2012 of December 24th 2012 and Current Report No. 36/2013 of September 26th 2013, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on April 25th 2014 Annex 2 (the “Annex”) to the Gas Supply Master Agreement (the “Agreement”) was signed between the Company and Polskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjna of Warsaw (the “Supplier”). Under the Annex, the term of the Agreement has been extended until October 1st 2015 (from October 1st 2014).
The Agreement provides for the supply of gas by the Supplier to the Company. The Annex also specifies the quantity of gas to be delivered over the Agreement's extended term (from October 1st 2014 to October 1st 2015).
The Annex comes into force with effect from January 1st 2014.
The other material terms and conditions of the Agreement, announced in Current Report No. 44/2012 of December 24th 2012 and Current Report No. 36/2013 of September 26th 2013, have remained unchanged.
The Annex meets the criteria of a significant agreement, as its value, estimated at PLN 546,000 thousand, exceeds 10% of the Company's equity.
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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on April 24th 2014, together with the results of voting on the resolutions.
Considering that an electronic vote counting system, operated by a specialist service provider, was used during the General Meeting, acting in line with the Rules of Procedure for the General Meeting, the Annual General Meeting resolved not to appoint a Ballot Counting Committee (item 4 of the agenda 'Appointment of a Ballot Counting Committee').
Furthermore, the Management Board publishes, attached hereto:- draft resolution submitted at the Annual General Meeting by the proxy of shareholder Grupa Azoty S.A., which was passed by the Meeting as Resolution No. 4, - the existing text of the Articles of Association and amendments thereto approved by the Company's Annual General Meeting on April 24th 2014. The amendments come into force as of the resolution date, with effect from the date of entering the amendments to the Articles of Association into the Register of Entrepreneurs of the National Court Register.
At the General Meeting, no objections were recorded by shareholders in the minutes.
Legal basis: Par. 38.1.2, 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 (consolidated text: Dz.U. of 2014, item 133).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 7/2014 of March 13th 2014 and Current Report No. 8/2014 of March 18th 2014, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 24th 2014 the Annual General Meeting of the Company passed a resolution to approve the payment of a dividend from the 2013 profit.
1. The amount allocated to dividend payments: PLN 23,250,000.00.2. Dividend per share: PLN 0.31.3. Dividend is paid on all the Company shares (75,000,000 shares). 4. Dividend record date: May 26th 2014.5. Dividend payment date: June 11th 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 (consolidated text: Dz.U. of 2014, item 133).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on April 7th 2014 it executed a contract for the supply of compound fertilizers and urea with BEISELEN GmbH of Ulm, Germany, as the buyer (the “Contract”).
Following the signing of the Contract, the aggregate value of agreements executed by the Company with the BEISELEN Group within the last 12 months reached PLN 125,574,771.00.
Of these agreements, the Contract specified above is the highest-value transaction. The estimated value of deliveries to be made under it totals PLN 120,000,000.00. The Contract was executed for a fixed term from April 1st 2014 to December 31st 2015, in accordance with the agreed schedule and business terms. The other terms of the Contract do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Contract’s value or the PLN equivalent of EUR 200,000.
Given that the value of the Contract and the total value of agreements executed with the BEISELEN Group within the last 12 months exceed 10% of the Company’s equity (PLN 983,861,000.00 as at December 31st 2013), the Contract 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on April 1st 2014 it executed a contract for the supply of compound fertilizers and urea with Witt Handel GmbH of Hamburg, Germany, as the buyer (the “Contract”).
Following the signing of the Contract, the aggregate value of agreements executed by the Company with this trading partner within the last 12 months reached PLN 169,326,916.60.
Of these agreements, the Contract specified above is the highest-value transaction. The value of deliveries to be made under it totals PLN 160,000,000.00, VAT-exclusive. The Contract was executed for a fixed term from April 1st 2014 to December 31st 2015, in accordance with the agreed schedule and business terms. The other terms of the Contract do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Contract’s value or the PLN equivalent of EUR 200,000.
Given that the value of the Contract and the total value of agreements executed with Witt Handel GmbH within the last 12 months exceed 10% of the Company’s equity (PLN 983,861,000 as at December 31st 2013), the Contract 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
The Management Board of Grupa Azoty Zakłady Chemiczne "Police" S.A. (the “Company”) reports that on March 31st 2014 it executed a contract for the supply of compound fertilizers and urea with Metrac HmbH of Berlin, Germany, as the buyer (the “Contract”).
Following the signing of the Contract, the aggregate value of agreements executed by the Company with this trading partner within the last 12 months reached PLN 150,640,603.00.
Of these agreements, the Contract specified above is the highest-value transaction. The value of deliveries to be made under it total PLN 132,000,000.00, VAT-exclusive. The Contract was executed for a fixed term from April 1st 2014 to December 31st 2015, in accordance with the agreed schedule and business terms. The other terms of the Contract do not differ from standard terms used in agreements of this type, and do not provide for contractual penalties that would exceed 10% of the Contract’s value or the PLN equivalent of EUR 200,000.
Given that the total value of agreements executed with Metrac HmbH within the last 12 months exceeds 10% of the Company’s equity (PLN 983,861,000 as at December 31st 2013), the Contract 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
Pursuant to 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. of 2009 No. 33, item 259, as amended), the Management Board of Grupa Azoty Zakłady Chemiczne "Police" S.A. (the “Company”) is publishing, attached to this report, draft resolutions for consideration by the Annual General Meeting of the Company convened for April 24th 2014.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne "Police" S.A. (the “Company”), registered by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under KRS No. 0000015501, hereby gives notice of an Annual General Meeting. Pursuant to Art. 399.1 of the Commercial Companies Code and Par. 41.1.1 of the Company's Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne "Police" S.A., with its registered office at ul. Kuźnicka 1, Police, Poland, convenes an Annual General Meeting of the Company, to be held at 12 noon on April 24th 2014, at the Mercure Warszawa hotel at ul. Krucza 28 (the Olimp room, 10th floor), with the following agenda: 1. Opening of the General Meeting and appointment of the Chairperson.2. Confirmation that the General 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. Review of the Directors' Report on the Company's operations in the financial year 2013, the Company's separate financial statements for the financial year 2013, and the Management Board's proposal concerning the allocation of profit for the financial year 2013. 6. Review of the report of the Company's Supervisory Board on the assessment of financial statements, Directors' Report on the Company's operations and the Management Board's proposal concerning the allocation of profit for the financial year 2013. 7. Adoption of a resolution to approve the Directors' Report on the Company's operations and the Company's separate financial statements for the financial year 2013.8. Adoption of a resolution on allocation of net profit for the financial year 2013.9. Review of the Directors' Report on the Grupa Azoty Zakłady Chemiczne Police Group's operations in the financial year 2013 and consolidated financial statements of the Grupa Azoty Zakłady Chemiczne "Police" Group for the financial year 2013.10. Review of the report of the Company's Supervisory Board on the assessment of consolidated financial statements and the Directors' Report on the Grupa Azoty Zakłady Chemiczne Police Group's operations in 2013.11. Adoption of a resolution to approve the Directors' Report on the Grupa Azoty Zakłady Chemiczne Police Group's operations and consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group for the financial year 2013.12. Review of the report on the activities of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. as the Company's governing body in the period January 1st−December 31st 2013.13. Adoption of resolutions to grant discharge to members of the Management Board in respect of performance of their duties in 2013.14. Adoption of resolutions to grant discharge to members of the Supervisory Board in respect of performance of their duties in 2013. 15. Adoption of a resolution to amend the Company's Articles of Association. 16. Adoption of a resolution to amend the Rules of Procedure for the General Meeting.17. Adoption of a resolution to create a mortgage in favour of BNP Paribas Bank Polska S.A.18. Closing of the General Meeting.
Pursuant to Art. 402.2 of the Commercial Companies Code, the Management Board presents draft amendments to the Company's Articles of Association (item 15 of the agenda): 1) Par. 19.2.12) of the Articles of Association, reading:“12) disposal, acquisition and encumbrance with limited property rights of non-current assets whose market value is equal to or exceeds PLN 50,000 (fifty thousand złoty), subject to Par. 30.2.1), Par. 30.2.2), Par. 30.2.3), Par. 30.2.4) and Par. 49.8) of the Articles of Association,”shall be amended to read as follows:“12) disposal, acquisition and encumbrance with limited property rights of non-current assets whose market value is equal to or exceeds PLN 50,000 (fifty thousand złoty), subject to Par. 30.2.1), Par. 30.2.2), Par. 30.2.3), Par. 30.2.4), Par. 49.8), Par. 49.9), and Par. 49.10) of the Articles of Association,
2) Par. 28.2, whose text is provided below, shall be deleted:“2. Business trip orders for the President of the Management Board shall be approved by the Chairperson of the Supervisory Board. Business trip orders for the other Management Board members shall be approved by the President of the Management Board.”
3) Par. 49.10) reading:“10) approval of disposal of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 2,000,000 (two million złoty);” shall be amended to read as follows:“10) approval of disposal, including sale and encumbrance with limited property rights, of real estate, right of perpetual usufruct, interest in real estate or right of perpetual usufruct with a market value exceeding PLN 2,000,000 (two million złoty);
The Company's Management Board further reports that:I. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the Annual General Meeting of Grupa Azoty Zakłady Chemiczne "Police" S.A. Any such request, together with grounds or a draft resolution pertaining to the request, should be submitted to the Company's Management Board no later than twenty-one days prior to the scheduled date of the Annual General Meeting, that is by April 3rd 2014. The request may be sent in electronic form to the Company's dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne "Police" S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
II. A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Annual General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be sent in electronic form to the Company's dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##, or in writing to the following address: Management Board of Grupa Azoty Zakłady Chemiczne "Police" S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
III. Each shareholder may propose draft resolutions concerning matters included in the agenda during the Annual General Meeting.
IV. A shareholder who is a natural person may participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne "Police" S.A. and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Annual General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder's behalf or through a proxy. A power of proxy shall be made in writing and attached to the minutes of the General Meeting, or in electronic form, under pain of nullity. As of the date of this notice, the Company will publish a form of electronic power of proxy and proxy voting forms. If power of proxy has been granted by a shareholder in electronic form, the shareholder should notify the Company of the same via electronic means, by sending an e-mail with a completed form of power of proxy attached to it to the dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##. The shareholder should also take all due care to facilitate successful verification of the power of proxy's validity. In addition to detailed information on the proxy and the principal (including their name, surname, telephone number and e-mail address), the e-mail should also specify the scope of the power of proxy, that is the number of shares which will be voted at the Meeting and the date and name of the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. at which the shares will be voted. In order to verify the validity of power of proxy granted in electronic form the Company reserves the right to check the identity of the shareholder and the proxy. In particular, the verification procedure may involve contacting the shareholder and the proxy via a return electronic message or a telephone call to confirm that the power of proxy has been granted and to confirm the identity of the shareholder and the proxy and the scope of the power of proxy. If no answers are provided to questions asked during the verification process, this will be treated as inability to verify the power of proxy and will constitute grounds for refusing the proxy admission to the Annual General Meeting. The right to represent a shareholder who is not a natural person should be evidenced by an official copy of the entry in the relevant register (of which the original or a copy certified as true by a notary public should be submitted) or a sequence of powers of proxy. A person or persons granting power of proxy on behalf of a shareholder who is not a natural person should be indicated in a valid official copy of the entry in the relevant register. If a member of the Management Board, member of the Supervisory Board, liquidator, employee of the Company, or member of the governing bodies or employee of a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A. acts as a shareholder’s proxy at the Annual General Meeting, the relevant power of proxy may apply to one General Meeting only. The proxy is obliged to disclose to the shareholder any circumstances giving rise to an actual or potential conflict of interests. The proxy votes as instructed by the shareholder. Granting of further powers of proxy is not permitted.
V. The Company’s Articles of Association do not provide for the possibility of attending or speaking at the General Meeting using means of electronic communication.
VI. The Rules of Procedure for the General Meeting of Grupa Azoty Zakłady Chemiczne "Police" S.A. do not permit exercising voting rights by postal ballot or electronic means.
VII. The record date for participation in the Annual General Meeting is April 8th 2014. The Annual General Meeting may only be attended by persons who are the Company's shareholders as at the record date.
VIII. At the request of a holder of rights attached to Company shares in book-entry form, submitted not earlier than after the date of the notice of Annual General Meeting (i.e. March 28th 2014), and not later than on the first weekday after the record date (i.e. April 9th 2013), the entity keeping the holder's securities account issues a personal certificate confirming the holder's right to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A.
IX. The Management Board of Grupa Azoty Zakłady Chemiczne "Police" S.A. would like to note that the Annual General Meeting convened for April 24th 2014 may be attended by persons who:- are the Company's shareholders as at the record date, i.e. April 8th 2014, and:- not earlier than on March 28th 2014 and not later than on April 9th 2014 submitted a request to the entity keeping their securities account to issue a personal certificate confirming their right to participate in the Annual General Meeting. X. A list of shareholders eligible to attend the Annual General Meeting will be on display at the Company's registered office at ul. Kuźnicka 1, Police (Management Board Office, room 126 in the Main Office Building), between 9am and 3pm on April 18th, April 22nd and April 23rd 2014. Shareholders may request that the list of shareholders eligible to attend the Annual General Meeting be delivered to them free of charge via electronic mail, providing an e-mail address to which the list is to be delivered. The request may be submitted in electronic form to the following Company's dedicated e-mail address: ##lpact.edaxrt#at#vgjeppodin.rdb##.
XI. The full text of documents to be presented to the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., including draft resolutions, will be published on the Company’s website from the date of convening the Annual General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Annual General Meeting or matters to be placed on the agenda before the date of the Annual General Meeting will be published on the Company’s promptly after they are issued.
XII. Voting on resolutions will be carried out with the use of chip cards. Persons eligible to attend the Annual General Meeting are requested to register and collect the chip cards at the Meeting's venue prior to its opening.
XIII. More details on the Annual General Meeting of Grupa Azoty Zakłady Chemiczne "Police" S.A. are available on the Company's website at www.zchpolice.grupaazoty.com.
Management Board of Grupa Azoty Zakłady Chemiczne "Police" S.A.
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 18th 2014 the Company Supervisory Board passed a resolution approving the Management Board’s recommendation on distribution of the Company’s profit for 2013. For details of the Management Board’s recommendation, see Current Report No. 7/2014.
In view of the above, the Management Board will recommend that the Annual General Meeting allocate PLN 23,250,000.00 from the profit earned in the financial year January 1st−December 31st 2013 to dividend for the Company’s shareholders.
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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
On March 13th 2014, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) passed a resolution recommending the Company’s Annual General Meeting to make a total dividend payment to the Company’s shareholders of PLN 23,250,000.00, from the net profit for the period January 1st 2013 to December 31st 2013.
The Company also reports that, pursuant to Art. 382.3 of the Commercial Companies Code, the Management Board’s recommendation will be submitted to the Company’s Supervisory Board for review. A final decision on the distribution of profit for the financial year 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 (consolidated text: Dz.U. of 2014, item 133).
Acting pursuant to Par. 5.1.25 of the Minister of Finance’s Regulation on current and periodic information to be published by 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 Chemiczne Police S.A. (the “Company”) here announces the Company’s estimated consolidated financial highlights for 2013:
a. Revenue: PLN 2,464mb. Operating profit: PLN 56mc. Net profit: PLN 50m
These estimates are based on the Management Board’s data on the financial performance of the Company and its subsidiaries in the period from January to December 2013. They were made with the Management Board’s best knowledge on the date of their estimation, and on the assumption that no circumstances would arise materially affecting the financial results after publication of the estimates, in particular impairment losses on assets, including receivables, recognition of provisions, complaints or other similar events.
The results are being audited by an independent auditor in accordance with applicable laws.
The above revenue and operating result estimates will be monitored on an ongoing basis until the release of the Company’s full year report for 2013, scheduled for March 21st 2014. Any revisions of 10% or more to the above values will be announced in further current reports.
The Company’s Management Board decided to announce the estimated consolidated performance figures in connection with the release of the Grupa Azoty Group’s estimated consolidated financial highlights for 2013 by the Parent, Grupa Azoty S.A.
Legal basis: Par. 5.1.25 of the Minister of Finance’s Regulation on current and periodic information to be published by 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 Chemiczne Police S.A. (the “Company”) will release its 2013 full year results and 2014 interim results per the following schedule:
1. First and third quarter interim results:- Q1 2014 extended consolidated report – May 15th 2014- Q3 2014 extended consolidated report – November 13th 20142. Half year interim results:- H1 2014 extended consolidated report – August 14th 2014 3. Full year results: - 2013 separate full year report – March 21st 2014 - 2013 consolidated full year report – March 21st 2014
Further, 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 2009 No. 33, item 259, as amended) (the “Regulation”). The consolidated quarter reports will incorporate condensed consolidated quarter financial statements and quarterly financial information.
Further, the Company will not publish separate and consolidated quarter results for Q2 2014, as permitted under Par. 101.2 of the Regulation.
With the publication date of the 2013 separate full year report and the 2013 consolidated full year report falling together on March 21st 2014 (that is, within 80 days from the end of the financial year), the Company will not be publishing quarter results for Q4 2013, 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 for the release of this report: 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).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on January 23rd 2014 it was notified that Uralkali Trading SA of Lancy, Switzerland, (the “Seller”) had signed a potassium salt purchase agreement with the Company (the “Agreement”).
The Agreement was executed for a definite term, from January 3rd 2014 to December 31st 2014, and has an estimated value of PLN 206,000,000.00. Under the Agreement, potassium salt will be delivered from Baltic Sea ports in 3,000-tonne shipments (+/-10%), each at the Seller’s option, between January and December 2014.
The other terms of the Agreement do not differ from standard terms used in agreements of this type, and do 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 value of the Agreement exceeds 10% of the Company’s equity (PLN 1,004,651,000.00 as at September 30th 2013), it meets the criteria of a significant agreement.
Legal basis for the release of this report: 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) reports that on January 16th 2014 the Company executed an agreement on the sale of ammonia with Yara Switzerland Ltd. of Switzerland as the buyer.
Following the signing of the agreement, the aggregate value of agreements executed by the Company with Yara Group companies within the last 12 months reached PLN 104,440,000.00.
The highest value transaction was the agreement on the sale of ammonia to Yara Switzerland Ltd. of November 13th 2013 (the “Agreement”). The estimated total value of deliveries made under that Agreement was PLN 16,180,000.00. The Agreement was executed for a definite term expiring on December 31st 2013. The other terms of the Agreement did not differ from standard terms used in agreements of this type, and did 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 the Yara Group within the last 12 months exceeds 10% of the Company’s equity (PLN 1,004,651,000.00 as at September 30th 2013), this latest Agreement meets the criteria of a significant agreement.
Legal basis for the release of this report: 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 Chemiczne Police S.A. (the “Company”) here publishes a list of shareholders holding 5% or more of the total vote at the Extraordinary General Meeting of January 9th 2014, with specification of the number of votes conferred by the shares held by each such shareholder, as well as their percentage share in the votes represented at that Extraordinary General Meeting and in the total vote:
Shareholder: Grupa Azoty S.A.Number of shares represented at the Extraordinary General Meeting – 49,500,000Number of votes held at the Extraordinary General Meeting – 49,500,000Percentage share in the votes represented at the Extraordinary General Meeting – 88.04% Percentage share in the total vote – 66.00%
Shareholder: Agencja Rozwoju Przemysłu S.A.Number of shares represented at the Extraordinary General Meeting – 6,574,966 Number of votes held at the Extraordinary General Meeting – 6,574,966Percentage share in the votes represented at the Extraordinary General Meeting – 11.69%Percentage share in the total vote – 8.77%
Legal basis for the release of this report: 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 2013, item 1382).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) here presents the resolutions adopted by the Company’s Extraordinary General Meeting of January 9th 2014, including the results of voting (see attachment).
As regards item 4 of the agenda, “Appointment of a Ballot Counting Committee”, given that the votes were counted electronically by a professional third-party company, and in line with the Rules of Procedure for the General Meeting, the Extraordinary General Meeting resolved not to appoint a Ballot Counting Committee.
During the General Meeting, no objections were noted in the minutes from any of the shareholders.
Legal basis for the release of this report: Par. 38.1.7-38.1.9 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 February 19th 2009 (Dz.U. of 2009 No. 33, item 259, as amended).