Grupa Kapitałowa Grupa Azoty
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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 6 February 2025, 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 6 February 2025, 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. 2/2025 of 10 January 2025 and Current Report No. 5/2025 of 29 January 2025.
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: 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, Current Report No. 63/2024 of 30 August 2024, Current Report No. 72/2024 of 1 October 2024, Current Report No. 77/2024 of 31 October 2024, Current Report No. 86/2024 of 4 December 2024, and Current Report No. 87/2024 of 16 December 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 6 February 2025 Grupa Azoty Polyolefins S.A. (the “Associate”) signed an amendment agreement, effective from 31 January 2025 (the “Amendment Agreement”), to the standstill agreement (the “Standstill Agreement”), effective from 13 December 2024, 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”). In the Amendment Agreement, the parties defined the terms and conditions of the Standstill Agreement during the next term, i.e. until 28 February 2025.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) would contribute the balance of the support loan to the Associate, up to the limit of EUR 105 million, by 28 February 2025.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. hereby announces the release dates for periodic reports in the 2025 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 2024 and for Q2 2025, 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
The Management Board of Grupa Azoty Zakłady Chemiczne “Police” S.A. (the “Company”) announces that on 29 January 2025 it received from Grupa Azoty S.A., a shareholder of the Company (the “Shareholder”) – that a draft resolution has been submitted regarding item 7 of the agenda of the Company’s Extraordinary General Meeting convened for 6 February 2025. The draft resolution sent by Grupa Azoty S.A., 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: 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 22 January 2025 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered recent amendments to the Company’s Articles of Association.
These amendments were adopted by Resolution No. 4 of the Company’s Extraordinary General Meeting held on 2 December 2024.
For further details on the amendments, see the relevant appendix hereto.
In addition, the Company publishes, attached hereto, the restated Articles of Association, incorporating the registered amendments.
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. 68/2024 of 12 September 2024, Current Report No. 80/2024 of 7 November 2024, and Current Report No. 88/2024 of 19 December 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 16 January 2025 the Company, its parent Grupa Azoty S.A., the Company’s associate Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), and ORLEN S.A. (the “ORLEN”) (jointly the „Parties”) signed a Term Sheet to the Cooperation and Standstill Agreement between the Key Stakeholder of the Polimery Police project of 19 December 2024, as announced by the Company in Current Report No. 88/2024 of 19 December 2024 (the “Term Sheet”).
Under the Term Sheet, the Parties have undertaken to continue their cooperation to determine the terms and conditions for a potential acquisition by ORLEN (or such other entity as may be designated by ORLEN) of all or part of GA Polyolefins shares held by the Company and Grupa Azoty S.A. or other transaction with a view to completing the investment project.
The Parties have agreed that they will conclude the negotiations of the terms and conditions of the acquisition by ORLEN of GA Polyolefins and the analysis of the potential transaction, including its due diligence, on schedule, i.e. by 31 March 2025. This deadline may, however, be extended or modified without amending the Term Sheet.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the draft resolutions and documents to be considered at the Extraordinary General Meeting scheduled for 6 February 2025. 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 a.m. on 6 February 2025, 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
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 19 December 2024, the Company, the Company’s parent Grupa Azoty S.A. (“Grupa Azoty”), Grupa Azoty Polyolefins S.A. (the “Associate”), ORLEN S.A. (“Orlen”), Hyundai Engineering Co., Ltd. (“HEC”) and Korean Overseas Infrastructure & Urban Development Corporation (“KIND”) executed a Cooperation and Standstill Agreement between Key Stakeholders as part of the implementation of the Polimery Police project (the “Agreement”).
The Agreement defines the terms and conditions of cooperation between the parties for the period commencing on its effective date (19 December 2024) and continuing until 31 March 2025, unless terminated earlier upon the occurrence of events specified in the Agreement (the “Agreement Term”).
Pursuant to the Agreement, the Associate and HEC agreed that during the Agreement Term they would not withdraw from the turnkey engineering, procurement and construction contract for the Polimery Police project dated 11 May 2019, as amended (the “EPC Contract”). The Associate also agreed that during the Agreement Term it would refrain from exercising certain rights against HEC under the EPC Contract. Specifically, the Associate would not impose liquidated damages on HEC for delays in fulfilling the EPC Contract, nor would it enforce the security (performance bonds) provided in connection with the performance of the EPC Contract. In the Agreement, HEC also agreed to defer payment of the invoices indicated in the Agreement, relating to work completed by HEC under the EPC Contract, as well as any other invoices that could be issued during the Agreement Term. Furthermore, HEC would extend the validity period of the performance bonds associated with the EPC Contract, as identified in the Agreement.
In the Agreement, the Company, Grupa Azoty and Orlen reaffirmed their commitment to continuing discussions and conducting further analyses of strategic options concerning the Associate under the Letter of Intent executed by them (as announced by the Company in Current Report No. 68/2024 of 12 September 2024, with an annex dated 7 November 2024 published in Current Report No. 80/2024), as well as the principles governing their mutual business relations.
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, 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, Current Report No. 63/2024 of 30 August 2024, Current Report No. 72/2024 of 1 October 2024, Current Report No. 77/2024 of 31 October 2024 and Current Report No. 86/2024 of 4 December 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 16 December 2024 Grupa Azoty Polyolefins S.A. (the “Associate”) signed an amendment agreement effective from 13 December 2024 (the “Amendment Agreement”) to the standstill agreement (the “Standstill 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”). In the Amendment Agreement, the parties defined the terms and conditions of the Standstill Agreement during the next term, i.e. until 31 December 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) would contribute the balance of the support loan to the Associate, up to the limit of EUR 105 million, by 30 January 2025.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 45/2023 of 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, Current Report No. 63/2024 of 30 August 2024, Current Report No. 72/2024 of 1 October 2024 and Current Report No. 77/2024 of 31 October 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 4 December 2024 Grupa Azoty Polyolefins S.A. (the “Associate”) signed an amendment agreement effective from 29 November 2024 (the “Amendment Agreement”) to the standstill agreement (the “Standstill 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., the 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 Amendment Agreement, the parties defined the terms and conditions under which the Financial Institutions would provide financing for the Project during the next term of the Standstill Agreement, i.e. until 13 December 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) would contribute the balance of the support loan to the Associate, up to the limit of EUR 105 million, by 12 December 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 2 December 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. 79/2024 of 5 November 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: 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, Current Report No. 58/2024 of 31 July 2024 and Current Report No. 74/2024 of 11 October 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 29 November 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 amending 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 was extended under the Annex until 31 March 2025, subject to confirmation by the relevant Financing Institutions of further extensions beyond 31 December 2024, 31 January 2025, and 28 February 2025, respectively. The Company will issue a separate current report if the term of the Agreement is not extended for any of the aforementioned additional periods.
This arrangement supports the continuation of ongoing restructuring efforts and 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: 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 November 2024, the Company’s Supervisory Board, considering the conclusion of the ninth joint term of the Company’s Management Board, passed resolutions, effective as of the end of 31 December 2024, to remove the following members of the Management Board:
Andrzej Dawidowski as President of the Management Board
Paweł Oleksy as Vice President of the Management Board
Anna Tarocińska as Member of the Management Board.
The Supervisory Board’s resolutions on the removal of the Management Board members came into force upon adoption.
Simultaneously, on 29 November 2024, the Supervisory Board passed the following resolutions:
Andrzej Dawidowski as President of the Management Board
Paweł Oleksy as Vice President of the Management Board
Artur Błażejak as Vice President of the Management Board.
The Supervisory Board’s resolutions on the appointment of the Management Board members came into force upon adoption.
The Management Board member to be elected by the Company’s employees will be appointed following the conclusion of elections conducted in accordance with the rules of procedure for the appointment and removal from office of Management Board members elected by employees of Grupa Azoty Zakłady Chemiczne Police S.A.
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.
The newly appointed Management Board members 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 also include statements to the effect that the new Management Board members are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
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: 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 November 2024 Jerzy Woliński, Vice President of the Company’s Management Board, resigned from his role as member of the Management Board, with effect from day’s end on 14 November 2024.
Jerzy Woliński did not state a reason for his resignation.
Legal basis: Section 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. 68/2024 of 12 September 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 7 November 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. signed an annex to the letter of intent (the “LoI”) extending the term of the LoI until 31 December 2024. The other provisions of the LoI remain unchanged.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the draft resolutions and documents to be considered at the Extraordinary General Meeting scheduled for 2 December 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 a.m. on 2 December 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, Current Report No. 59/2024 of 6 August 2024, Current Report No. 63/2024 of 30 August 2024, and Current Report No. 72/2024 of 1 October 2024, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on 31 October 2024 the associate Grupa Azoty Polyolefins S.A. (the “Associate”) executed 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”) an amendment agreement (the “Amendment Agreement”) to the standstill agreement (the “Standstill Agreement”) which concerns the financing of the Polimery Police project (the “Project”) and 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 would provide financing for the Project during the next term of the Standstill Agreement, i.e. until 29 November 2024.
It was also agreed that the Company and Grupa Azoty S.A. (the “Original Sponsors”) would contribute the balance of the support loan to the Associate, up to the limit of EUR 105 million, by 28 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: 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).