Grupa Kapitałowa Grupa Azoty
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Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 13/2021 of April 29th 2021 and 9/2022 of March 31st 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 21st 2023, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., COMPO EXPERT GmbH and COMPO EXPERT Hellas S.A. (together with the Company and the Factoring Agent: the “Factorees”), it executed amended Annex 1 to the payment services and financing agreement of April 29th 2021, as amended (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”).
The amendment to the Annex to the Reverse Factoring Agreement increased the factoring limit from PLN 800m to PLN 950m (or its equivalent in EUR or USD).
The limit under the Reverse Factoring Agreement is available until April 30th 2024.
The Bank’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the Reverse Factoring Agreement amount as increased under the Annex to the Reverse Factoring Agreement.
The other material terms of the Reverse Factoring Agreement were presented in the Company’s Current Reports No. 13/2021 of April 29th 2021 and No. 9/2022 of March 31st 2022.
The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, estimates of selected consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group for the fourth quarter of 2022 and for 2022.
Commentary on the results for the fourth quarter of 2022
In the fourth quarter of 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,308m and negative EBITDA of PLN -144m, with a negative EBITDA margin of -11.0%.
The Company’s results for the fourth quarter of 2022 were adversely affected by significant impairment losses on non-financial non-current assets and write-downs of inventories of finished goods, semi-finished products and raw materials. Information on the impairment losses and write-downs recognised on these assets was announced by the Company on March 13th 2023 in Current Report No. 6/2023.
The inventory write-downs recognised in the fourth quarter of 2022 led to a drop in consolidated EBIT and EBITDA by approximately PLN 197m.
The recognition of the impairment losses on non-financial non-current assets resulted in a decrease of PLN 234m in the Company’s consolidated EBIT for 2022. In accordance with the Company’s accounting policies, the impairment losses and write-downs are one-off non-cash charges and have no effect on the Company’s consolidated EBITDA.
Main factors with a bearing on the Company’s financial performance in the key segments in the fourth quarter of 2022 compared with the fourth quarter of 2021:
Fertilizers
The Fertilisers Segment’s performance in the fourth quarter of 2022 was mainly determined by strong volatility of commodity prices, demand-supply imbalances and falling prices of agricultural crops.
Natural gas prices in the period under review changed rapidly, and the TTF spot price ranged from EUR 22 to EUR 160 per MWh. Although significantly volatile, prices of raw materials for the production of compound fertilizers remained high.
The fertilizer market was stagnant in the fourth quarter of 2022. Producers looked forward to market activity and an increase in sales in view of the upcoming fertilizer season, while customers were holding off on purchases in anticipation of a drop in fertilizer prices as gas prices fell quarter on quarter. The consequence of these divergent expectations was low demand and growing fertilizer stocks at manufacturers and distributors. Another reason for the reduction of purchases by customers was the worrisome signals from the agricultural market, especially the observed downward trend in prices of agricultural crops, which was driven by high grain imports from Ukraine. As regards technical grade nitrogen products, the results were mainly impacted by the relationship between product selling prices and natural gas prices.
The Fertilizers Segment’s margin generated in the fourth quarter of 2022 was significantly lower year on year and fell to -11.0%. The Segment’s results were reduced by the impairment losses and write-downs.
Pigments
In the fourth quarter of 2022, demand for titanium white remained lower than expected. In addition to the end-of-season drop in pigment demand, the market was also impacted by strong imports from Asia to the European market and destocking amid unstable macroeconomic conditions. The slowdown in the Chinese market triggered by the restrictions put in place to combat the COVID-19 pandemic caused Chinese titanium white export prices to continue to fall. Although long lead times for ocean freight remained a problem, the product from Asia had a major impact on the market situation in Europe. Many European titanium white plants operated at limited capacity, mainly due to high energy costs.
The Pigments Segment delivered a negative EBITDA margin of -29.5% in the fourth quarter of 2022. The Segment’s results were reduced by the impairment losses and write-downs.
Key performance drivers in 2022
In 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 5,350m and EBITDA of PLN 225m, with an EBITDA margin of 4.2%.
The results in the reporting period were largely determined by the market consequences of Russia’s armed aggression against Ukraine and the record increase in prices of raw materials used in production and energy carriers. As a consequence of the macroeconomic climate, both business segments recorded a significant rise in product prices and a simultaneous decline in sales volumes, and experienced demand-supply imbalances. Growing inflation and the resulting increase in fixed costs also weighed on performance.
The Company’s financial statements for 2022 are being audited, therefore the presented figures are estimates and may be subject to change. The final figures will be presented in the consolidated report for 2022, scheduled for issue on March 30th 2023.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the „Company”) announces that as a result of impairment tests of non-current assets carried out at the Company, a negative difference has been identified between the recoverable amount and carrying amount of the assets, and a decision has been made to recognise the following impairment losses:
The decision was made mainly in view of the significant increase in market interest rates, affecting the discount rate for projected future cash flows. If the discount rates as at December 31st 2022 had not changed relative to December 31st 2021, then, with the other assumptions updated as at December 31st 2022, the test result would have been positive for both CGUs and there would have been no need to recognise impairment.
Recognition of the impairment losses on property, plant and equipment will have an effect on the Company's separate financial statements for 2022 by reducing EBIT by PLN 242m (PLN 234m in the consolidated financial statements) In accordance with the Company’s accounting policies, impairment losses are one-off non-cash charges and have no effect on the consolidated EBITDA of the Company or the consolidated EBITDA of the Company’s Group.
The Company's Management Board further announces that inventory write-downs have been recognised as at the reporting date in the Company’s financial statements, which reduced the amount of the Company’s EBITDA. Net inventory write-downs recognised in Q4 2022 totalled approximately 197m (about PLN 197m in the consolidated financial statements).
The inventory write-downs were required mainly in view of the lower product selling prices seen since the beginning of 2023, which in the case of some of the products are below cost.
The write-downs are non-cash charges and have no effect on the liquidity position of the Company or its Group.
As the audit of the Company’s financial statements for 2022 has not yet been completed, the amounts above are not final and are subject to change. The Company's full-year report is scheduled to be issued on March 30th 2023.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Further to Current Report No. 2/2023 of February 22nd 2023, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, estimates of consolidated production output in February 2023.
Actual quarterly output figures will be released in the consolidated report for the first quarter of 2023.
At the same time, the Management Board announces that, despite activities undertaken to increase sales, on March 10th 2023 it decided to continue the scheduled maintenance shutdown of the ammonia and urea production lines until March 31st 2023.The decision was made in view of the aggravating negative supply and demand situation in the market.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne “Police” S.A. (the “Company”) announces that on March 10th 2023 it was notified that the National Fund for Environmental Protection and Water Management had granted the Company’s request for financial support as part of aid to energy-intensive sectors related to sudden increases in natural gas and electricity prices. The amount of aid granted to the Company is PLN 68.2m.
The aid amount will be included in their respective separate and consolidated Q1 2023 accounts by increasing EBITDA.
The funds were granted under the Act on the rules of implementation of business support programmes in view of the situation on the energy market in 2022-2024,dated September 29th 2022.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on February 28th 2023 it was notified that on February 27th 2023 the ilmenite purchase contract entered into with Titania AS of Hauge and Dalane, Norway, as the seller, (the “Contract”) was signed by the other party thereto.
The Contract, which is estimated to be worth approximately PLN 255m, has been concluded for a definite term from January 1st 2023 to December 31st 2025. Under the Contract, ilmenite is to be delivered according to an agreed delivery schedule and commercial terms.
The other terms and conditions do not differ from standard terms used in contracts of this type. The Contract does not provide for liquidated damages.
Information on execution of the Contract was classified as inside information by the Company as it refers to securing supplies of ilmenite, a key raw material for long-term production of titanium white.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces that, with a view to enhancing the transparency of the Company’s information disclosure policy intended to ensure that investors are provided with access to information relevant to the assessment of the Company’s and its Group’s situation and outlook, a decision was made on February 22nd 2023 to commence regular publication of estimates of the Group’s consolidated production output on a monthly basis.
Monthly reports on estimated production output will be released as soon as data for a given month are aggregated, but in any case no later than by the 15th day of the following month.
Accordingly, the Company publishes, attached hereto, estimates of consolidated production output in January 2023.
Actual quarterly output figures will be released in the consolidated report for the first quarter of 2023.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty Zakłady Chemiczne “Police” S.A. (the “Company”) will announce its 2022 full-year results and 2023 interim results as per the following schedule:
1. First and third quarter interim results:
- Q1 2023 complete consolidated report – May 25th 2023
- Q3 2023 complete consolidated report – November 8th 2023
2. Half-year interim results:
- H1 2023 complete consolidated report – August 30th 2023
3. Full-year results:
- 2022 separate full-year report – March 30th 2023
- 2022 consolidated full-year report – March 30th 2023
Furthermore, the Company announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate quarterly condensed consolidated financial statements and quarterly financial information.
Also, the Company will not publish a separate (non-consolidated) half-year report, as permitted under Par. 62.3 of the Regulation.
Further, the Company will not publish separate or consolidated quarterly results for Q4 2022 and Q2 2023, as permitted under Par. 79.2 of the Regulation.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 16th 2022 it was notified by its associated company, Grupa Azoty Polyolefins S.A. (the “Associate”), of a contract for the purchase of propane signed with Trafigura Pte Ltd, Singapore.
The contract provides that propane will be delivered to the Associate from December 2022 to December 2024 in accordance with the agreed schedule and commercial terms. Propane deliveries made under the contract will cover more than 50% of the Associate’s demand for propane in 2023 and 2024. Propane is the key raw material for production due to commence once the Associate brings the Polimery Police project online.
The value of the deliveries to be made under the contract is estimated at approximately USD 250m.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached to this Report, selected estimated consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group (the “Group”) for the three and nine months ended September 30th 2022.
Discussion of the results for the nine months ended September 30th 2022:
In the nine months ended September 30th 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 4,042m, EBITDA of PLN 370m, and EBITDA margin of 9.1% (similar to the result achieved in the corresponding period of the previous year).
The Company's operations in the reporting period were affected by the effects of Russia's aggression against Ukraine and the unprecedented increase in the prices of raw materials.
Discussion of the results for the three months ended September 30th 2022:
In the three months ended September 30th 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,379m, EBITDA of PLN 28m, and EBITDA margin of 2.1%. The results were significantly lower than in the three months ended September 30th 2021.
The above figures were delivered amid high uncertainty caused by soaring and volatile prices of commodities, in particular natural gas.
Main factors with a bearing on the financial performance in the three months ended September 30th 2022 compared with the three months ended September 30th 2021:
1. Fertilizers:
In the Fertilizers segment the reporting quarter saw a further increase in the prices of key raw materials used in production, in particular potassium chloride, phosphate rock and natural gas, being a consequence of Russia’s aggression against Ukraine. The rapid growth in natural gas prices which began in the second half of 2021 continued, reaching a peak at the end of August 2022. The average market price of natural gas in the third quarter of 2022 rose by more than 300% compared with the same period last year.
Likewise, the prices of phosphate rock and potassium chloride went up significantly, both year on year and quarter on quarter. The prices of phosphate rock and potassium chloride grew by 161% and 238%, respectively, relative to the three months ended September 30th 2021.
The EBITDA margin achieved by the Fertilizers segment in the three months ended September 30th 2022 stood at 1.3%.
2. Pigments:
In the three months ended September 30th 2022, the rising prices of raw materials and energy carriers (including natural gas, ilmenite, and titanium slag) has a material adverse effect on the Pigments segment's performance. In addition, decreasing demand caused lower sales of titanium white.
The weakening demand in China led to Asian producers’ growing interest in exports to Europe, resulting in a significant competitive pressure for European producers. At the end of the third quarter, demand declined across all segments of titanium white customers. There was oversupply of the product on the European market and major producers introduced production cuts.
The Pigments segment generated a negative EBITDA margin in the three months ended September 30th 2022, at -4.3%.
A significant item driving the Company’s consolidated net financial result in the three and nine months ended September 30th 2022 was a loss on measurement of shares in equity-accounted associates (PLN 35m and PLN 89m, respectively), relating mainly to Grupa Azoty Polyolefins S.A.
In addition, in the nine months ended September 30th 2022 the Company posted net finance income of PLN 34m, mainly on remeasurement of derivative instruments under the shareholders’ agreement of the Company’s associate Grupa Azoty Polyolefins S.A., in the amount of PLN 37m (including PLN 6m in the three months ended September 30th 2022).
The amounts presented above are estimates and are subject to change. The final results will be presented in the consolidated report for the three and nine months ended September 30th 2022, to be issued on November 9th 2022.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that, following adoption by the Group’s parent Grupa Azoty S.A. of the Grupa Azoty Group Strategy 2021–2030 (the “Strategy”), as announced by Grupa Azoty S.A. in Current Report No. 34/2021, on October 12th 2022 the Company’s Management Board adopted, and the Company’s Supervisory Board approved, the Implications of the Grupa Azoty Group Strategy 2021–2030 for Grupa Azoty Zakłady Chemiczne Police S.A. (the “Strategy Implications”).
The Strategy is a response to the challenges facing the world today, encompassing aspects related to the natural environment, society and its security. The Company has developed the Strategy Implications as a document detailing the selected content of the Strategy that is of relevance to the Company.
Mission, Vision and Values of the Grupa Azoty Group until 2030
By 2030, the Grupa Azoty Group will be an efficient, flexible, integrated and division-based corporate group focused on production in Europe.
Mission 2030
We make fertilizers, plastics and chemicals in harmony with the environment.
We improve the well-being of people in Europe and actively contribute to building our continent’s food security.
Vision 2030
The Grupa Azoty Group is a supplier of effective solutions and a reliable manufacturer of fertilizers, plastics and green chemical products.
When defining the new mission and vision and presenting the corporate values, objectives and plans until 2030, the following elements were identified in the Strategy Implications:
The Strategy addresses the challenges of the European Green Deal facing today’s industry. Specific initiatives, including those focused on environmentally friendly captive energy generation, emissions reduction and decarbonisation, have been presented by the Grupa Azoty Group in the Green Azoty Strategic Corporate Project that is built around the three pillars the Company has pledged its commitment to:
Management strategy based on business segments
The Company’s operations until 2030 will focus on the Business Segments defined within the two key business areas of AGRO and CHEMICALS. The new organisational model will help maximise synergies through integration of selected support functions and implementation of a management system based on key business segments. The key development directions defined for each Business Segment will be part of the Green Azoty strategic project.
AGRO area
The priority of the Grupa Azoty Group, including the Company, in the AGRO Segment is to strengthen its position as a leader in fertilizer production and sales through portfolio expansion. By 2030, the Grupa Azoty Group will be perceived not only as a supplier of fertilizer but also of end-to-end fertilization systems. The Company and the Grupa Azoty Group will seek to develop a comprehensive system of services dedicated to individual crops, comprising products supplied by the Group, from key macronutrients to micronutrients. The AGRO Segment’s offering will be developed in parallel with the EU’s ‘Farm to Fork’ strategy, which prioritises sustainable agriculture.
Chemicals area
The strategic priority in the TECH GRADE UREA segment will be to maintain a leading position in sales of the segment’s products on the domestic market, implement initiatives geared towards operational excellence and keep aligning the portfolio with market needs.
The priority in the PIGMENTS segment will be to maintain customer trust and awareness of the Grupa Azoty brand, and to make timely deliveries of prime quality product.
Energy strategic business area
The primary objective of the Energy area is and will be to support the Grupa Azoty Group’s core business by providing energy carriers powering its chemical processes and by supporting value creation areas while seeking to decarbonise the generation sources. As in-house energy generation processes emit greenhouse gases, the Company needs to take steps to transform its in-house heat and power generation, reduce energy consumption and improve the energy efficiency of its chemical units.
Key objectives in the Energy Strategic Business Area:
Green Azoty strategic corporate project as a key element of the Grupa Azoty Group ESG Strategy
The Grupa Azoty Group’s new business strategy is driven by the climate and energy transition. Regulatory changes are seen as an opportunity to take action aimed at cutting harmful environmental emissions through reduced coal consumption, decarbonisation and development of renewable and zero-carbon energy sources. Action taken by the Company and the Grupa Azoty Group will mark the first step towards achieving carbon neutrality by 2050. The Company’s objective is to cut the share of heat and electricity from burning coal to 50% of total energy consumed in 2030.
Decarbonisation programme
A member of the Grupa Azoty Group, the Company understands the gravity of climate change and environmental degradation, which present a major threat to the modern world. Being an important player in the chemical industry, which produces large amounts of greenhouse gas emissions for reasons inherently related to the technologies it employs, the Company takes its share of responsibility for slowing down the pace of the unfolding climate change.
The Grupa Azoty Group is set to implement its own decarbonisation programme in the coming decade. Planned decarbonisation projects will allow the Company to reduce its estimated direct CO2emissions by over 191 thousand tonnes in 2030 compared with 2020.
With 15,000 tonnes of hydrogen received annually from the polyolefins unit, greenhouse gas emissions from the ammonia unit will be reduced by 13% compared with the 2020 levels.
The Company’s 2030 emissions reduction targets compared with 2020:
The Company plans to spend over PLN 585m on green and decarbonisation projects, including energy and chemical processing projects, in 2022–2030.
Actively participating in the development of Poland’s hydrogen market
The largest hydrogen producer in Poland and a major one in Europe, the Grupa Azoty Group plans to actively engage in advancing the hydrogen market over the coming years and to participate in the delivery of the EU Hydrogen Strategy. As a member of the European Clean Hydrogen Alliance, in the coming years the Grupa Azoty Group, including the Company, will take active part in the work to develop EU regulations that will classify hydrogen as a green fuel.
Implementing R&D projects aligned with objectives of the European Green Deal
A significant part of the Grupa Azoty Group’s research and development resources will be geared towards achieving climate targets. The Company’s new R&D projects will focus on fertilizer development and circular economy.
Financial strategy
A key strategic goal of the Grupa Azoty Group in the area of finance is continued consolidation of its finance function to actively support management of the Group, including the Company, at the level of individual business segments.
The dividend policy of the Company provides for the ability to pay dividends once the strategic capex programme (including the Group’s climate transition projects) has been completed, at a level above 40% of consolidated net profit.
ESG strategy
The Company has adopted the general objectives of the ESG Strategy, forming part of the Grupa Azoty Group Strategy, as the strategic goals implemented under the corporate strategy of the Grupa Azoty Group.
Sustainable development will be a priority for the Group, including the Company, in the 2030 time horizon that will be pursued through initiatives seeking to further environmental protection, social good and responsible corporate governance. Initiatives already undertaken in these areas were included in the Grupa Azoty Group ESG Strategy, organised around five pre-defined strategic pillars:
With the Company’s support, the Grupa Azoty Group reduces its environmental impact and changes its energy mix by identifying and managing climate risks. It guarantees efficient, innovative and environmentally friendly production while striving to identify the carbon footprint of all its products. The Grupa Azoty Group, including the Company, will expand its sustainable product portfolio by promoting efficient use of raw materials and constantly reducing energy consumption in its production processes.
The Grupa Azoty Group, including the Company, increases its positive impact on the social and economic environment, fosters relationships to educate and train future staff, expands the areas of social dialogue in keeping with the principle of Friendly Neighbourhood.
The Company acts and expects its business partners to act in an ethical, socially responsible and environmentally sustainable manner. The Company complies with codes of ethics and the principles of equality, following clear recruitment and promotion policies. It promotes diversity encompassing gender, education, age and professional experience with respect to all employees, applying the principles of equal treatment and non-discrimination.
Feedstock strategy
Given the Grupa Azoty Group’s significant reliance on external suppliers, its key strategic objective in feedstocks is to ensure their secure and uninterrupted supplies, with intra-Group activities geared towards more efficient use of own feedstock assets. The regulatory environment and environmental stewardship will also play a vital role in shaping the Company’s procurement policy, which will be focused on gradually tightening control of the carbon footprint of externally sourced chemical raw materials.
Innovation strategy
The Grupa Azoty Group perceives innovation-oriented projects as a remedy for regulatory changes and environmental trends as well as an opportunity to create competitive advantage. Exploration of the market with innovation in mind is done assuming specific rates of return, which facilitates continuous financial control of research projects. The research, development and innovation activities to be undertaken during the period covered by the Strategy will focus on developing the technologies applied and products offered by the Company. Over the 2030 horizon, the Grupa Azoty Group, including the Company, will focus on implementing innovation-oriented solutions within four areas: supporting corporate projects, developing an innovation system, innovation projects, and innovation geared towards minimising the impact of regulatory risks.
Operational excellence strategy
Logistics
With goals of the European Green Deal in mind, logistic functions at the Grupa Azoty Group will be adapted to enable delivery of the greenhouse gas emission reduction targets by advancing intermodal transport with a focus placed on environmentally friendly modes.
Over the period covered by the Strategy, the Company plans to further expand the seaport in Police and continue projects aimed at exploiting the potential of the Odra Waterway.
By 2030, the Grupa Azoty Group, including the Company, plans to increase its cargo handling capacities by expanding the storage resources of Group companies, as part of which it wants to upgrade logistics of fertilizers, and by reducing the costs of using third-party storage facilities.
Capital assets management
The production asset management activities will seek to improve the energy efficiency of processes, e.g. by implementing new technology solutions, optimising management, modifying technologies to reduce energy consumption and diversifying energy sources towards natural gas.
IT
The priority in IT will be to achieve a uniform, coherent and integrated IT architecture and solutions for all Business Segments, which will help improve efficiency and service levels.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 9/2015 of April 23rd 2015, Current Report No. 46/2016 of September 20th 2016, and Current Report No. 30/2018 of June 29th 2018, as amended by Current Report No. 30/2018/K of July 3rd 2018, as well as Current Report No. 30/2022 of September 26th 2022 issued by Grupa Azoty S.A. (the parent of Grupa Azoty Zakłady Chemiczne Police S.A. – the “Parent”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that on September 26th 2022 it executed, together with Grupa Azoty S.A. and selected companies of the Parent’s Group (the “Borrowers”, the “Group Companies”), an annex to a PLN 240m multi-purpose credit facility agreement (the “MPCF Agreement”) with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”). Under the annex:
a) the Group Companies which had not been parties to the MPCF Agreement joined the MPCF Agreement as borrowers;
b) the term of the MPCF Agreement, expiring on September 30th 2022, was extended until September 30th 2025 (the “Facility Term”), with the option to extend it for subsequent 12-month periods;
c) the credit limit under the MPCF agreement was increased to PLN 1bn (the “Facility Limit”);
d) an overdraft facility was made available within the Facility Limit to Grupa Azoty S.A.;
e) revolving working capital, bank guarantee and letters of credit facilities were made available within the Facility Limit to the Parent and the Group Companies that are parties to the MPCF Agreement;
f) bank guarantees issued by the Bank to the Group Companies under separate agreements were incorporated into the MPCF Agreement as of September 30th 2022;
g) the following companies: Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Key Subsidiaries of the Parent”), were released from their obligations under a surety agreement for the MPCF Agreement of June 29th 2018.
As at the annex date, a sublimit of up to PLN 62m for the revolving credit facility, guarantees or letters of credit was set for Grupa Azoty Zakłady Chemiczne Police S.A. with effect from September 30th 2022.
The Parent is liable to repay all amounts due under the MPCF Agreement, and each of the other Borrowers (i.e. the Group Companies) is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to the Borrower.
The facility bears interest at an annual rate equal to the reference rate 1M WIBOR for the PLN denominated facility, 1M EURIBOR for the EUR denominated facility, and 1M LIBOR for the USD denominated facility, plus the Bank's margin.
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. further announces that on September 26th 2022 it executed, together with the Parent and the Group Companies, a PLN, EUR and USD physical cash pooling agreement with the Bank, related to the MPCF Agreement, for the period until September 30th 2025 (the “PCP Agreement”).
The PLN, EUR and USD physical cash pooling structures are designed to optimise the interest income and expenses and to enable the Group Companies to use the Group’s global liquidity limit within the positive and negative balances in the Group Companies’ current accounts.
In addition, in connection with the execution of the MPCF Agreement and the PCP Agreement the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that the following will expire on September 30th 2022: the PLN 310m overdraft facility agreement executed with the Bank, Grupa Azoty S.A. and selected companies of the Parent’s Group on October 1st 2010, as amended (the “Overdraft Facility Agreement”), and the related PLN physical cash pooling agreement of September 30th 2016m, as amended, as well as sureties for liabilities under the Overdraft Facility Agreement totalling PLN 372m, issued under a surety agreement executed on June 29th 2018 between the Bank, the Parent and the Key Subsidiaries of the Parent as sureties.
The MPCF Agreement also imposes certain restrictions on the Parent and the Key Subsidiaries of the Parent, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if the consolidated net debt to EBITDA ratio thresholds agreed with the lenders are exceeded, which have been made consistent with the Credit Facility Agreement of April 23rd 2015, as amended by the Amending Agreement of June 29th 2018 referred to in Current Report No. 9/2015 of April 23rd 2015 and 30/2018 of June 29th 2018, as amended by Current Report No. 30/2018/K of July 3rd 2018.
The amendments introduced to the MPCF Agreement under the annex, in particular consolidation of the facilities used under the MPCF Agreement and the Overdraft Facility Agreement, accompanied by release of the Key Subsidiaries of the Parent from their obligations under sureties issued for those agreements, as well as consolidation of the PLN, EUR and USD physical cash pooling services under a single PCP Agreement, are intended to further optimise the long-term financing package for the financing of general corporate needs and to ensure security of financing for the companies of the Parent’s Group by putting in place an umbrella structure for the allocation of limits and actual intra-group redistribution.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the estimated selected consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group (the “Group”) for the second quarter and the first half of 2022.
Discussion of the results for the first half of 2022
In the first half of 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 2,663m, EBITDA of PLN 341m, and an EBITDA margin of 12.8%.
Discussion of the results for the second quarter of 2022
In the first half of 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,614m, EBITDA of PLN 295m, and an EBITDA margin of 18.3%.
The results generated by the Company during the period under review were strongly influenced by the turbulence caused by Russia’s aggression against Ukraine, which has a negative effect on the availability and prices of raw materials, eventually translating into rising prices of final products.
The results were positively impacted by the level of product prices in Europe in the markets where the Company operates.
The results were adversely impacted by record high prices of raw materials used in production processes and lower sales volumes for compound fertilizers and titanium white.
Main drivers of the results for the second quarter of 2022 in the key segments:
Fertilizers
In the Fertilizers Segment, the reported quarter was another consecutive period of high prices of feedstock and raw materials used in fertilizer production, particularly natural gas, potassium chloride and phosphate rock.
The challenging conditions in the raw materials market are a consequence of Russia’s aggression against Ukraine, which has led to Russia reducing or completely halting gas supplies to the EU countries. The chains of supply to the Company of some important raw materials and intermediates have also been changed or disrupted.
As a consequence of production cutbacks introduced by key European fertilizer producers due to record high prices of commodities, particularly natural gas, the supply of fertilizers across Europe has significantly declined.
In the first half of 2022, the Company’s production units operated at full available capacity and the Company satisfied the demand for fertilizers on the Polish market during the spring fertilizer season.
The average prices of main raw materials for fertilizer production were materially higher than in the same period of 2021 (the average price of gas soared by about 290%, while the prices of potassium chloride and phosphate rock went up by 169% and 129%, respectively). These changes, combined with the market situation, led to a major spike in prices of products, especially technical-grade fertilizers.
The sales volume of compound fertilizers was 14% lower than in the second quarter of 2021, which was primarily due to the failure of boilers at the Power Centre, resulting in a production decline in late first quarter and early second quarter of 2022.
The segment’s EBITDA margin generated in the second quarter of 2022 was 18.5%.
Pigments
Geopolitical factors significantly contributed to the upward trends observed in the commodity markets. Higher sales prices for titanium white relative to the same period of 2021 had a largely mitigating effect on the adverse impact of rising prices of raw materials, such as natural gas, ilmenite and titanium slag. A slowdown was felt in the paint industry in Europe due to the uncertainty in the markets and growing prices of construction materials, which is also related to the ongoing military aggression of Russia against Ukraine. In the second quarter of 2022, the sales volume of titanium white was 20% lower year on year, one of the reasons being the production decline caused by boiler failure at the Power Centre (late first quarter/early second quarter of 2022). At the end of the second quarter, the availability of Chinese titanium white in Europe increased, but long delivery times continued to limit its competitiveness.
The segment’s EBITDA margin generated in the second quarter of 2022 was 13.8%.
A significant item affecting the Company’s consolidated net financial result in the second quarter and the first half of 2022 was a loss on measurement of shares in equity-accounted associates (PLN 33m and PLN 54m, respectively), relating mainly to Grupa Azoty Polyolefins S.A.
In addition, in the second quarter and the first half of 2022 the Company posted net finance income of PLN 8m and PLN 35m, respectively, mainly on remeasurement of derivative instruments under the shareholders’ agreement of the Company’s associate Grupa Azoty Polyolefins S.A., in the amount of PLN 14m and PLN 31m, respectively.
The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for the first half of 2022, scheduled to be published on September 28th 2022.
At the same time, the Company would like to note that the results of future periods may be adversely affected by the extraordinary and unprecedented increase in natural gas prices.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on September 19th 2022, following a tender procedure, the Company entered into a framework contract for the purchase of coal (the “Contract”) with the successful bidder Polska Grupa Importowa Premium Sp. z o.o. of Katowice (the “Seller”)
The Contract provides for the supply of imported thermal coal. Coal deliveries made under the Contract will be complementary to other sources of coal used by the Company for energy generation purposes.
The Contract has been concluded for an indefinite period and contains general terms and conditions of cooperation related to the supply and offtake of coal. The total value of deliveries to be made in 2022 is estimated at approximately PLN 35m, VAT-exclusive. The Company may order further deliveries under the Contract in the future.
Framework contracts for the purchase of coal with the Seller have also been concluded by the parent of the Company, Grupa Azoty S.A., as well as Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Customers”). Coal deliveries to be made under the Contract will be complementary to deliveries received by the Customers from their strategic suppliers. The Contract also permits the Customers to redirect the contracted coal supplies between themselves.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Report No. 3/2022 of January 28th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. announces that the release date for the consolidated H1 2022 report has been changed from September 7th 2022 to September 28th 2022.
The release date for the interim report for the third quarter of 2022 remains unchanged, with the updated release dates for interim reports in 2022 provided below:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Article 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) presents, attached to this Current Report, the answers to the questions asked by shareholders under Article 428.1 of the Commercial Companies Code during the Annual General Meeting of July 22nd 2022.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of voting rights at the Company’s Annual General Meeting (“AGM”) convened for June 27th 2022, resumed after an adjournment on July 11th 2022 and again resumed after an adjournment on July 22nd 2022, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.
The list of shareholders holding 5% or more of voting rights at the Annual General Meeting until its adjournment announced on June 27th 2022, the list of shareholders holding 5% or more of voting rights at the Annual General Meeting after its resumption on July 11th 2022, and the list of shareholders holding 5% or more of voting rights at the Annual General Meeting after its resumption on July 22nd 2022 are attached as an appendix hereto.
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2021, item 1983, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on July 22nd 2022, together with the results of voting on the resolutions.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and they have also been published by the Company with its separate and consolidated annual report for 2021 and attached to Current Report No. 18/2022 of May 31st 2022 and Current Report No. 20/2022 of June 4th 2022.
The Management Board also publishes a draft resolution that was put to vote but was not carried.
At the Annual General Meeting objections to Resolutions No. 8, 9, 10, 14, 15, 16, 17, 18, 19, 20, 22, 24, 25 and 33 were raised for record in the minutes.
Legal basis: Par. 19.1.6, Par. 19.1.8 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on July 22nd 2022, pursuant to resolutions of the Company’s Annual General Meeting, the following persons were appointed as members to the Company’s Supervisory Board of the ninth joint term of office:
The resolutions appointing Members of the Company’s Supervisory Board of the ninth term of office became effective as of their date.
In addition, Mr Krzysztof Stanisław Kozłowski was appointed to the Supervisory Board upon the exercise by the State Treasury of its personal right under Art. 30.2 of the Company's Articles of Association, as announced by the Company in Current Report No. 28/2022 of July 20th 2022.
Pursuant to a resolution of the Annual General Meeting, Krzysztof Stanisław Kozłowski was appointed Chairman of the Supervisory Board of the ninth term of office.
The Company’s Management Board further announces that the newly appointed: Chairman and Members of the Supervisory Board have submitted representations to the effect that they are not engaged in any activities outside the Company that would be in competition with the Company’s business, nor are they partners in any competing partnership under civil law or another type of partnership, shareholders in any competing company or members of governing bodies of any competing legal persons.
The representations received by the Company also include statements by the newly appointed Chairman and Members of the Supervisory Board of the ninth term of office to the effect that none of these persons is entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Brief descriptions of the educational background, qualifications, previously held positions and employment records of the newly appointed Chairman and Members of the Supervisory Board are attached to this report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Report No. 28/2022 of July 20th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) presents, attached hereto, a brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Member of the Company’s Supervisory Board Krzysztof Stanisław Kozłowski.
The Management Board of the Company also announces that Krzysztof Stanisław Kozłowski has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.
The representation also includes a statement that the newly appointed Member of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on July 20th 2022 it received from the Ministry of State Assets a statement from the Minister of State Assets of July 19th 2022 on the appointment of Krzysztof Stanisław Kozłowski to the Supervisory Board of the ninth joint term of office, made pursuant to Art. 30.2 of the Company’s Articles of Association.
The newly appointed Supervisory Board Member’s educational background, qualifications, previously held positions and employment record as well as all the required representations will be published by the Company once all relevant documents and materials have been obtained.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolution passed by the Company’s Annual General Meeting on July 11th 2022, together with the results of voting on the resolution.
During the Annual General Meeting, one objection to the resolution was raised and recorded in the minutes.
Legal basis: Par. 19.1.6 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the Annual General Meeting of the Company convened for June 27th 2022 and resumed following adjournment on July 11th 2022 passed a resolution to again adjourn its proceedings. The Annual General Meeting will be resumed at 2.00 pm on July 22nd 2022 at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in Main Office Building S-6.
Legal basis: Par. 19.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 24/2016 of April 13th 2016 on the execution of an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”), No. 28/2017 of June 21st 2017 on the execution of Individual Contracts with PGNiG, and No. 28/2019 of May 23rd 2019 on their extension, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on July 7th 2022 the Company, together with Grupa Azoty S.A., its parent, and Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., and Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (jointly: Grupa Azoty Customers”) executed an annex to the framework gas supply agreement of April 13th 2016 and annexes to the Individual Contracts.
As a result of the execution of the annexes to the Individual Contracts, PGNiG will remain the strategic supplier of gas fuel for the Company and the Azoty Group Customers until September 30th 2023.
The value of the annexes executed by the Company and PGNiG for the term of extension of the Individual Contracts is estimated at PLN 3.04 billion. The pricing formula applied in the Individual Contracts is based on gas market price indices.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached to this report, resolutions passed to date by the Company’s Annual General Meeting on June 27th 2022, together with the results of voting on the respective resolutions.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the Annual General Meeting of the Company convened for June 27th 2022 passed a resolution to adjourn its proceedings. The Annual General Meeting will be resumed at 11.00 am on July 11th 2022 at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in Main Office Building S-6.
Legal basis: Par. 19.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 23rd 2022 it received from the Company’s shareholder Grupa Azoty S.A. of Tarnów the nominations of Urszula Kulisiewicz, Bożena Licht and Agnieszka Ewa Dąbrowska as candidates for Members of the Company’s Supervisory Board. The nominations have been submitted in connection with the Company’s Annual General Meeting to be held on June 27th 2022, whose agenda includes resolutions on the appointment of Members to the Company’s Supervisory Board of the 9th term of office.
In accordance with the shareholder’s statement and the candidates’ representations, the candidates meet the formal criteria set out in the applicable laws and the Company’s Articles of Association, were approved by the Council for state-owned companies and state-owned legal entities on June 23rd 2022, and meet the independence criteria set out in the Act on Statutory Auditors, Audit Firms and Public Oversight.
Resumes of the candidates are attached as appendices hereto.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 21st 2022 it received from the Company’s shareholder Mr Jacek Lampart a nomination of himself as a candidate for Member of the Company’s Supervisory Board. The candidate has been nominated in connection with the Company’s Annual General Meeting to be held on June 27th 2022, whose agenda includes resolutions on appointment of Members to the Company’s Supervisory Board of the 9th term of office.
According to the statement submitted by the candidate, he meets the independence criteria set forth in the Act on Statutory Auditors, Audit Firms and Public Oversight.
The resume of the candidate to the Company’s Supervisory Board is attached as an appendix hereto.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 18/2022 of May 31st 2022 and in connection with the Annual General Meeting convened for 27th 2022 (the “AGM”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolution of the Company’s Supervisory Board to provide opinions on the draft resolutions to be put to vote at the AGM. The Supervisory Board resolution is a supplement to the AGM materials heretofore published by the Company.
The supplementary document referred to above will be published on the Company’s website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 12/2021 of April 29th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 3rd 2022 the Company, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company and the Factoring Agent: the “Factorees”), executed an agreement to amend the reverse factoring agreement signed on April 29th 2021 with ING Commercial Finance Polska S.A. (the “Factor”) (the “Amendment Agreement” and “Reverse Factoring Agreement”, respectively).
Under the Amendment Agreement, the facility limit available under the Reverse Factoring Agreement has been increased from PLN 500m to PLN 800m (or its equivalent in EUR or USD).
The Factor’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the facility limit available under the Reverse Factoring Agreement as increased pursuant to the Amendment Agreement.
For the other material terms and conditions of the Reverse Factoring Agreement, refer to the Company’s Current Report No. 12/2021 of April 29th 2021.
The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents to be considered by the Annual General Meeting convened for June 27th 2022, relevant for the resolutions to be voted on and not published earlier.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11.00 a.m. on June 27th 2022, in accordance with the notice attached to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 15/2022 of May 20th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 27th 2022 the Company’s Supervisory Board favourably assessed and endorsed the Management Board’s proposal for the Annual General Meeting to allocate net profit for the financial year 2021, in the amount of PLN 163,198,884.26, as follows:
a) PLN 8,876,168.54 to cover the Company’s loss brought forward,
b) PLN 154,322,715.72 to be transferred to the Company’s statutory reserve funds.
A final decision on allocation of profit for the financial year 2021 will be made by the Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 20th 2022 the Company’s Management Board passed a resolution proposing that the Company’s entire net profit for the financial year 2021, amounting to PLN 163,198,884.26, be allocated in the following manner:
a) PLN 8,876,168.54 to cover the Company’s loss brought forward,
b) PLN 154,322,715.72 to be transferred to the Company’s statutory reserve funds.
In 2021, the companies of the Grupa Azoty Group (the “Group”), including Grupa Azoty Zakłady Chemiczne Police S.A., completed the development of the “Azoty Group Strategy for 2021-2030” (the “Strategy”). The Strategy aims to implement the mission and vision of the Grupa Azoty Group, according to which the Group is to manufacture fertilizers, plastics and chemical products in harmony with the environment, improve the well-being of people living in Europe and actively contribute to building the continent’s food security, as a supplier of effective solutions and reliable manufacturer of fertilizers, plastics and green chemistry.
The Strategy envisages further pursuit of the ongoing investment projects, in particular the Polimery Police strategic project (representing a new business segment), significantly co-financed by the Company. The Company’s direct financial involvement (equity contribution and loans) amounts to PLN 971,095 thousand, which is a major financial challenge of an unprecedented scale in the Company’s history.
In accordance with the Strategy, the Company also plans to embark on further extensive investment projects driving its growth, including projects intended to contain the environmental impact of its operations.
In view of the above, the Company’s Management Board recommends that the net profit earned in 2021, net of the amount allocated to cover the loss brought forward, be transferred to statutory reserve funds. By retaining earnings, the Company will secure financing for its planned investment projects.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to allocate the 2021 net profit.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the selected estimated consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group for the first quarter of 2022.
Comments on the results for the first quarter of 2022
In the first quarter of 2022, the Grupa Azoty Zakłady Chemiczne Police Group generated consolidated revenue of PLN 1,049m, EBITDA of PLN 46m, and EBITDA margin of 4.4%.
The Company’s financial performance in the first quarter of 2022 was influenced by such factors as major increases in the prices of key raw materials accompanied by high selling prices of products, reflecting the overall market trends. The results were significantly affected by a drop in sales volumes, which was chiefly attributable to the failure of steam generators which occurred at the Energy Centre in March, resulting in a temporary stoppage or major cut in production.
In the first quarter of 2022, all segments delivered positive EBITDA.
The Fertilizers Segment was the largest contributor to the Company’s EBITDA for the first quarter of 2022. The Segment’s performance was mainly driven by sales of technical-grade nitrogen products at considerably higher prices.
A significant item affecting the Company’s consolidated net financial result in the first quarter of 2022 was a loss of PLN 21m on measurement of shares in equity-accounted associates, in particular Grupa Azoty Polyolefins S.A.
In addition, the Company posted net finance income of PLN 27m, mainly on remeasurement of derivative instruments under the shareholders’ agreement of Grupa Azoty Polyolefins S.A., an associate of the Company, in the amount of PLN 17m, as well as PLN 12m of interest on a loan advanced to that company.
The consolidated net profit for the first quarter of 2022 was PLN 16m and was close to the net profit for the first quarter of 2021.
Key performance drivers in the main segments:
Fertilizers
The Fertilizers Segment saw a year-on-year increase in prices of key raw materials (including a nearly five-fold increase in natural gas prices and spikes in the prices of such raw materials as phosphate rock, potassium chloride and sulfur). These changes, combined with the market situation, led to higher product prices. The prices of both raw materials and products were affected by the economic situation in Europe in the wake of Russia’s invasion of Ukraine, which had an adverse effect on the balance of supply and demand, especially as regards raw materials, materially reducing the availability of products on the market in the peak of the fertilizer application season.
The Company’s performance in the first quarter of 2022 was significantly affected by a year-on-year drop in the volume of products sold due to unexpected technical problems at the Power Centre (failure of two OP 230 steam generators). The failure resulted in a temporary inability to produce process steam necessary to carry out production processes at the Company’s key units.
The EBITDA margin delivered by the Fertilizers Segment for the first quarter of 2022 was 4.0%, compared with 6.6% in the corresponding period of the previous year.
Pigments
In the first quarter of 2022, the Pigments Segment posted a significant year-on-year increase in selling prices of titanium white. The situation in the European titanium white market was complicated due to production cuts, strong demand and cost pressure. The profitability of titanium white imports from China to Europe remained low due to record high costs of freight and long delivery time. The soaring market prices of titanium white, combined with limited availability of ilmenite (the key raw material used in production), led to major spikes in the price of the raw material.
The Pigments Segment’s results for the first quarter of 2022 were mainly constrained by the failure of steam generators at the Power Centre and higher prices of natural gas and ilmenite. The Pigments Segment’s EBITDA margin for the period fell to 6.5%, from 14.6% in the corresponding period of the previous year.
The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for the first quarter of 2022, scheduled to be published on May 25th 2022.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the non-financial report for 2021 covering Grupa Azoty Zakłady Chemiczne Police S.A. and the Grupa Azoty Zakłady Chemiczne Police Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at http://zchpolice.grupaazoty.com/.
Legal basis: Par. 5.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 6/2022 of March 9th 2022, Current Report No. 7/2022 of March 21st 2022 and Current Report No. 8/2022 of March 25th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the repair of equipment failures was completed on April 8th 2022.
The Management Board further reports that as a result of the completed repair work the production capacity of the Company’s key units has been restored to the level from before the incident.
The adverse financial effect of the equipment failures is estimated at PLN 60m, comprising repair costs and lost profits on sales of compound fertilizers, titanium white and nitrogen products (urea and urea solutions and ammonia), which would have likely been realised under normal operation.
When the failures were being repaired, the Management Board of the Company, in cooperation with other Grupa Azoty Group companies, took steps to enable some of the Company’s energy carriers to be utilised within the Group in order to reduce the adverse financial impact on the consolidated results.
The amounts presented above are estimates and may be subject to change.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, estimates of selected consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group for the fourth quarter of 2021 and for the whole of 2021.
Comments on the results for the fourth quarter of 2021
In the fourth quarter of 2021, the Company generated consolidated revenue of PLN 1,002m and EBITDA of PLN 99m, with EBITDA margin at 9.9%.
The Group’s business segments generated positive EBITDA in the period, reflecting strong product demand.
The fourth quarter of 2021 saw an uptrend in the selling prices of fertilizers, fuelled by a rapid and very strong price growth for the key raw materials used in fertilizer production, especially natural gas, but also phosphate rock and potassium chloride, which brought about an unprecedented surge in production costs.
Key performance drivers in the main segments:
Fertilizers
The performance of the Fertilizers segment was mainly driven by high prices of raw materials, in particular natural gas , which rose by over 400% year on year, as well as potassium chloride and phosphate rock. Increased selling prices in all fertilizers groups had a positive effect on the segment’s results, despite a decline in sales volumes.
The increased fertilizer prices resulted from higher production costs and reflected the pricing trends seen among other European producers. Thanks to the measures taken by Grupa Azoty to secure supplies to satisfy fertilizer demand on the domestic market, fertilizer prices in Poland in the fourth quarter of 2021 were among the lowest in the European Union.
In the fourth quarter, the Group did not stop or limit fertilizer production at its plants.
Pigments
In the Pigments segment, the selling prices of titanium white rose significantly year on year, while demand for the product remained strong. The attractiveness of titanium white imports from China to Europe was reduced by the record high freight costs. The supply of titanium white in Europe was at times insufficient owing to plant shutdowns, accompanied by the strong demand.
Key performance drivers in 2021
In 2021, the Company generated consolidated revenue of PLN 3,220m (2020: PLN 2,428m) and EBITDA of PLN 298m (2020: PLN 182), with EBITDA margin at 9.3% (2020: 7.5%).
The Company's financial results in 2021 were under pressure from growing prices of the raw materials used in production (in particular natural gas, as well as phosphate rock, potassium chloride, sulfur and other raw materials).
Changes in the prices of key raw materials and inputs drove up production costs. Rising commodity prices in global markets, as well as the supply and demand levels, translated into an increase in the market prices of products.
A significant item affecting the Company's consolidated net financial result in 2021 was a loss of PLN 40 million on measurement of shares in equity-accounted associates, in particular Grupa Azoty Polyolefins S.A.
The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for 2021, which is scheduled to be published on April 27th 2022.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Further to Current Report No. 23/2021 of May 31st 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 31st 2022, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed an annex to the supply financing agreement signed on May 31st 2021(the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) with Pekao Faktoring Sp. z o.o. (the “Factor”).
The amendments introduced by the Annex to the Reverse Factoring Agreement include an increase of the facility amount from PLN 250m to PLN 550m (or its equivalent in EUR or USD), extension of the availability period of the Reverse Factoring Agreement amount until November 30th 2022, replacement of the LIBOR 1M reference rate for financing in USD with the CME Term SOFR 1M rate, and establishment of the supplier financing option until the payment deadline.
Security for the Factor’s receivables required under the Reverse Factoring Agreement is the Factoring Agent’s notarised declaration of submission to enforcement for up to 120% of the Reverse Factoring Agreement amount increased by the Annex to the Reverse Factoring Agreement.
The other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 23/2021 of May 31st 2021.
The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Further to Current Report No. 13/2021 of April 29th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on March 31st 2022, together with Grupa Azoty S.A. (the Company’s parent – “the Factoring Agent”), Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company and the Factoring Agent: the “Factorees”), executed an annex to the payment services and financing agreement signed on April 29th 2021 (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”).
The amendments introduced by the Annex to the Reverse Factoring Agreement include an increase of the facility amount from PLN 500m to PLN 800m (or its equivalent in EUR or USD), extension of the availability period of the Reverse Factoring Agreement amount until April 29th 2023, change of the Bank’s margins on the financing in PLN and USD in accordance with the standards adopted in other agreements of this type, and establishment of the supplier financing option until the payment deadline using the split payment mechanism.
The Bank’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Factoring Agent, for up to 120% of the Reverse Factoring Agreement amount increased by the Annex to the Reverse Factoring Agreement.
The other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 13/2021 of April 29th 2021.
The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Company’s financing security.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 6/2022 of May 9th 2022 and No. 7/2022 of March 21st 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that after the operational parameters of the OP 230 boiler located in the Power Centre were reached and partial restoration of production at the Company’s main units began, a failure of the boiler occurred.
Due to the failure, the restoration of partial production at the Company’s main units needs to be stopped.
The Company will announce the restoration of production capacity and the estimated financial impact of the failures in a separate current report, to be issued once the failures are fully removed.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 6/2022 of March 9th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“the Company”) announces that following the removal of the failure of one of the two OP 230 boilers at the Power Centre, on March 21st 2022 operating parameters were achieved allowing for partial restoration of production at the Company’s key units.
The Company will announce the failure’s estimated impact on its financial performance in a separate current report after the failure has been fully removed.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that as a consequence of unforeseen technical issues in the Power Centre (failure of two OP 230 boilers) it has become impossible to generate process steam necessary for production at the Company’s most important units.
The failure results in a temporary stoppage or a very significant limitation of production.
Based on currently available information, the Company is unable to specify a firm deadline for removing the technical problems and bringing production back to its previous levels. The estimated impact of the failure as of the date of this Report is unknown.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) has identified potential risks that may have a significant impact on future financial performance of the Company and its Group (the “Grupa Azoty Police Group” or the “Group”) in the wake of the Russian invasion of Ukraine:
1. Potential risk of disruption in natural gas supply to the Grupa Azoty Police Group.
Natural gas is supplied to the Grupa Azoty Police Group under an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. and, for the time being, the supply is continuing without any disruption. The Grupa Azoty Police Group keeps monitoring the gas supply situation and preparing contingency plans in case it has to reduce production in response to any supply constraints. The situation may change depending on decisions taken by the fuel supplier and the operator of the Polish gas transmission network.
2. Risk associated with the prices and availability of strategic raw materials supplied from the territory of Ukraine, as well as from the countries on which the sanction regime has been imposed – Russia and Belarus.
This risk, concerning the supplies of potassium chloride, may materialise as a result of reduced availability, price rises or logistical issues.
Possible disruptions may also affect the availability of other raw materials, but as at the date of this report the Company has not identified any material risks that could affect its ability to procure supplies from alternative sources.
3. Potential risk to timely implementation of projects carried out at the Grupa Azoty Police Group due to possible issues related to unavailability or constrained availability of contractor staff following the general mobilisation order in Ukraine.
4. Increased risk of interest rate rises and depreciation of the Polish currency against the euro and US dollar sparked by the current economic turbulence.
In 2021 sales to Ukraine accounted for 1.9% of the Grupa Azoty Police Group’s consolidated revenue and were mainly sales of mineral fertilizers. Sales to the Russian market did not exceed 1% of the Grupa Azoty Police Group’s consolidated revenue. The Company was not selling any products to Belarus in 2021.
Currently, the Group is not making any sales to either Russia or Belarus.
As for supplies to the Ukrainian market, they have been significantly curtailed since the martial law was declared in Ukraine.
The Grupa Azoty Zakłady Chemiczne Police Management Board is monitoring the political and economic situation in the wake of the Russian invasion of Ukraine, analysing its impact on the business of the Company and the Group. If any new developments with a potentially significant impact on the Grupa Azoty Police Group’s financial performance and economic standing are identified, they will be promptly disclosed to the public.
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 2/2022 of January 25th 2022, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 28th 2022 Grupa Azoty Polyolefins S.A., an associate of the Company (the “Associate”) executed Annex 3 to amend the turnkey engineering, procurement and construction contract for the Polimery Police project of May 11th 2019 (the “EPC Contract”) (see Current Report No. 26/2019 of May 11th 2019) between the Associate and Hyundai Engineering Co., Ltd. (the “Contractor”).
Annex 3 provides for, among others:
The execution of Annex 3 will not cause the budget of the Polimery Police project (amounting to USD 1,837,998 million) to be exceeded as the increase in the Contractor’s fee will be financed from the project contingency reserve.
The Company’s Management Board also announces that the condition necessary for execution of Annex 3 to the EPC Contract, specified in Current Report No. 2/2022 of January 25th 2022, i.e., obtaining the consent of the Associate’s General Meeting on January 28th 2022, has been fulfilled.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. hereby announces the release dates for periodic reports in the 2022 financial year:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
The Management Board further announces that, as permitted under Par. 62.1 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757) (the “Regulation”), the Company will not issue separate quarterly reports. The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not issue separate or consolidated quarterly reports for Q4 2021 and for Q2 2022, as permitted under Par. 79.2 of the Regulation.
Also, as permitted under Par. 62.3 of the Regulation, it will not release a separate (non-consolidated) half-year report.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 25th 2022 a resolution was passed by the Management Board of Grupa Azoty Polyolefins S.A., a member company of the same Group (the “Associate”), concerning conditional conclusion of an annex to amend the turnkey engineering, procurement and construction contract for the Polimery Police project of May 11th 2019 (the “EPC Contract”) (see Current Report No. 26/2019 of May 11th 2019) between the Associate and Hyundai Engineering Co., Ltd. (the “Contractor”).
Following a formal review and assessment of the substance of the Proposed Amendments, the Management Board of the Associate decided to accept the terms agreed between the Associate and the Contractor and conclude Annex 3 to the EPC Contract ( “Annex 3”).
The Proposed Amendments were communicated by the Company in Current Reports No. 32/2021 of August 27th 2021, No. 40/2021 of November 10th 2021 and No. 41/2021 of November 16th 2021.
Among other things, Annex 3 provides for:
The conclusion of Annex 3 will not cause the budget of the Polimery Police project to be exceeded as the increase in the Contractor’s fee will be financed from the project contingency reserve.
The Management Board of the Company points out that Annex 3 is a conditional agreement, subject to the grant of relevant approvals by the Associate’s corporate bodies.
The proposal to be submitted to the General Meeting of the Associate was endorsed by its Supervisory Board on January 25th 2022.
Further steps related to the conclusion of Annex 3 will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company” or the “Charterer”) announces that on January 24th 2022 it executed a contract with Polsteam Shipping Company Ltd. of Limassol, Cyprus, as the shipowner, and Polska Żegluga Morska Przedsiębiorstwo Państwowe of Szczecin acting for and on behalf of the shipowner as a shipagent (hereinafter jointly: the “Shipowner Parties”) providing for the carriage of phosphate bearing materials by the Shipowner Parties for the Charterer to the sea port in Police from Morocco and Algeria (hereinafter: the “Contract”).
The Contract was concluded for a term of five years, i.e. from January 1st 2022 to December 31st 2026.
Under the Contract, the Company will order the Shipowner Parties to carry the entire contracted volume of phosphate bearing materials from Morocco and Algeria.
The aggregate value of the affreightment under the Contact over its five-year term is estimated at approximately USD 67m. The estimated value of the Contract was determined assuming average annual deliveries similar to the volumes of phosphate bearing materials carried by the Shipowner Parties in the previous year, at an average freight rate from 2021. The other terms and conditions do not differ from standard terms used in contracts of this type.
The Contract is considered material by the Company because it will ensure continuous deliveries of phosphate bearing materials from Morocco and Algeria, which cover about 80% of its total demand for the key raw material used in the manufacture of compound fertilizers in the long term. Accordingly, the Shipowner Parties will remain strategic carriers of phosphate bearing materials for the Company until December 31st 2026.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2018 of March 12th 2018 and Current Report No. 59/2020 of December 29th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 20th 2021 the Company signed with Polska Grupa Górnicza S.A. of Katowice (“Seller”) a bilateral amendment agreement (the “Amendment Agreement”) to a coal sale contract (the “Contract”).
Under the Amendment Agreement:
The subject matter of the Contract is the sale of thermal coal produced at the Seller’s mines and intended for consumption at the Company in quantities specified in the Contract. The total estimated value of the Contract following the execution of the Amendment Agreement is approximately PLN 86.5m (VAT exclusive) per annum.
The Contract will continue to be considered material by the Company as it secures long-term supplies of coal, in quantities sufficient to satisfy the Company's total demand for that material.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 16th 2021 the general contractor for the Polimery Police project, Hyundai Engineering Co., Ltd. (“HEC”), submitted to Grupa Azoty Polyolefins S.A., an entity of the Company’s Group (the “Associate”), a supplement (the “Supplement”) to the letter of August 27th 2021, as reported by the Company in Current Report No. 32/2021 of August 27th 2021, concerning the initiation of a procedure to amend the engineering, procurement and construction contract for the Polimery Police project (the “Polimery Police Project”), dated May 11th 2019 (the “EPC Contract”).
In accordance with the Supplement, HEC proposed the following amendments: (1) to extend the scheduled timescale of the Polimery Police Project by a further 15 days and (2) to increase the sum payable under the EPC Contract by an additional EUR 12.7m
The reason for submitting the Supplement according to HEC is the impact of the COVID-19 pandemic on the execution of the Polimery Police Project.
The Supplement will be thoroughly reviewed and assessed in terms of its appropriateness under the EPC Contract and under other agreements between the Associate and HEC, as well as in the light of relevant facts. Following the review, a decision will be made whether or not to include the amendments to the EPC Contract requested in the Supplement within the scope of the ongoing negotiating process.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 32/2021 of August 27th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the“Company”) announces that upon completion of the formal and substantive assessment of the amendments proposed by Hyundai Engineering Co., Ltd (the “General Contractor”) to the engineering, procurement and construction contract for the Polimery Police project, dated May 11th 2019 (the “EPC Contract”), the Management Board of Grupa Azoty Polyolefins S.A., a member of the Company’s Group (the “Associate”), resolved on November 10th 2021 to approve the instructions and strategy for negotiations with the General Contractor, whereby the Associate will proceed to negotiating the proposed amendments to the EPC Contract.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting (the “EGM”) convened for November 4th 2021, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage shares in the voting rights represented at the EGM and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM – 78,051,500
Number of voting rights at the EGM – 78,051,500
Percentage share in voting rights represented at the EGM – 65.25%
Percentage share in total voting rights – 62.86%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM – 16,299,649
Number of voting rights at the EGM – 16,299,649
Percentage share in voting rights represented at the EGM – 13.63%
Percentage share in total voting rights: 13.13%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 16,000,000
Number of voting rights at the EGM – 16,000,000
Percentage share in voting rights represented at the EGM – 13.38%
Percentage share in total voting rights – 12.88%
Shareholder State Treasury
Number of shares at the EGM – 9,273,078
Number of voting rights at the EGM – 9,273,078
Percentage share in voting rights represented at the EGM – 7.75%
Percentage share in total voting rights: 7.47%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2021, item 1983).
Legal basis:Art.
56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady
Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the
resolutions passed by the Extraordinary General Meeting on November 4th 2021,
together with the results of voting on the resolutions.
The Management Board also publishes a draft resolution that was put to vote at the Extraordinary General Meeting but was not carried.
At the Extraordinary General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
Legal basis: Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 4th 2021 the Extraordinary General Meeting of the Company passed a resolution to appoint Urszula Kulisiewicz to the Company’s Supervisory Board of the eighth joint term of office.
The resolution became effective as of its date.
The Management Board also announces that the newly appointed Member of the Supervisory Board has made a representation to the effect that she is not engaged in any activities competing with the Company’s business and that she is not a partner or a shareholder in any competing partnership under civil law, other type of partnership or company, or a member of a governing body of any other competing legal entity.
The representation also includes a statement that the newly appointed Member of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Brief descriptions of the newly appointed member’s educational background, qualifications, previously held positions and employment records are attached to this report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, selected estimated consolidated financial results of the Group for the third quarter and nine months ended September 30th 2021.
Key factors behind the Company’s consolidated financial results for the nine months ended September 30th 2021 and the third quarter of 2021 include primarily the high selling prices of products and purchase prices of raw materials on global markets, resulting, among other things, from strong upward trends in market prices, which had prevailed for many months.
Main factors affecting the Company’s consolidated financial results in the third quarter of 2021, by key segments:
In the Fertilizers segment, the market prices of many raw materials and other production inputs (in particular, natural gas, but also potassium chloride, phosphate rock, and CO2 emission allowances) were on a rising trend. Changes in the prices of key raw materials and inputs drove up production costs. In the third quarter of 2021, the market prices of gas were significantly higher than in the corresponding period of 2020.
At the same time, the rising prices of raw materials on global markets, coupled with the supply-demand structure, pushed up the market prices of fertilizers and nitrogen products – with price increases seen from the beginning of 2021 and continuing in the third quarter. As a result of those trends, the selling prices of compound fertilizers, urea and ammonia grew year on year.
Towards the end of the reporting period, many competitors announced they would reduce production. Despite the historically soaring gas prices, the Company neither stopped nor significantly limited its production of fertilizers, and took steps to, in the first place, meet demand for fertilizers on the Polish market, which is its priority market.
In the Pigments segment, the significantly higher selling prices of titanium white (relative to the third quarter of 2020) more than offset the negative impact of the rising gas prices and several other cost factors (including higher prices of ilmenite, the basic feedstock for pigment production). Demand for titanium white remained strong in Europe, exceeding supply. The availability of Chinese titanium white was limited, and imports from Asia became hardly profitable for pricing and logistics reasons, including mainly high freight costs.
A significant item affecting the Company’s consolidated net profit/loss for the third quarter of 2021 and nine months ended September 30th 2021 was the loss on shares in equity-accounted investees (PLN -14.3m and PLN -29.7m, respectively), attributable mainly to Grupa Azoty Polyolefins S.A. and due principally to the measurement of its financial instruments serving as cash flow hedges for the Polimery Police project, executed in accordance with the requirements of the credit facilities agreement and resulting from the financing received in USD and payments made in EUR, mainly to the general contractor, as those instruments cannot be designated for hedge accounting, as well as to the negative carrying amounts of loans.
The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the third quarter of 2021 and nine months ended September 30th 2021, to be issued on November 9th 2021.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 28th 2021 it received from the Company’s shareholder Grupa Azoty S.A. of Tarnów a nomination of Ms Urszula Kulisiewicz as a candidate for Member of the Company’s Supervisory Board. The candidate has been nominated in connection with the Company’s Extraordinary General Meeting convened for November 4th 2021, whose agenda includes a resolution on changes in the composition of the Company’s Supervisory Board.
In accordance with the shareholder’s statement and the candidate’s representation, the nominee satisfies the formal criteria set out in the applicable laws and the Company’s Articles of Association, on October 4th 2021 was approved by the Council for state-owned companies and state-owned legal entities, and meets the independence criteria set out in the Act on Statutory Auditors, Audit Firms and Public Oversight.
The resume of the candidate to the Company’s Supervisory Board is attached as an appendix hereto.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, draft resolutions and documents to be considered by the Extraordinary General Meeting on November 4th 2021, which are of relevance to the resolutions to be voted on during the General Meeting but have not yet been published.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby convenes an Extraordinary General Meeting (the “Extraordinary General Meeting”), to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11.00 a.m. on November 4th 2021, in accordance with the notice attached to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 27th 2021 Grupa Azoty Polyolefins S.A., member of the Company’s Group (the “Associate”) received from Hyundai Engineering Co., Ltd. (the “Contractor”), the General Contractor under the contract for turnkey execution of the Polimery Police project of May 11th 2019, announced by the Company in Current Report No. 26/2019 of May 11th 2019, as amended, including under an annex announced by the Company in Current Report No. 55/2020 of October 9th 2020 (the “EPC Contract”), a letter concerning initiation of a procedure to amend the EPC Contract (the “Amendment Proposal”) for the execution of the Polimery Police project (the “Polimery Police Project”).
The amendments to the EPC Contract proposed by the Contractor concern the following matters: (1) increase of the Contractor’s fee by a total of EUR 127.4m, (2) change of the Polimery Police Project execution schedule through extension of the Polimery Police Project execution period by 181 days, and (3) amendment to an appendix to the EPC Contract where it relates to the technical aspects of the scope of work provided for in the EPC Contract.
In the Contractor’s opinion, the main reason for submitting the Amendment Proposal is the impact of the COVID-19 pandemic on the execution of the Polimery Police Project.
The Amendment Proposal will be thoroughly reviewed and verified in terms of its appropriateness under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Associate and the Contractor, as well as in the light of facts.
Further steps related to the Amendment Proposal will be announced by the Company in subsequent current reports at a later date.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Company’s Group for the secod quarter and the first half of 2021:
Q2 2021:
Consolidated revenue: PLN 686.6m
EBIT: PLN 33.9m
EBITDA: PLN 68.2m
Net profit: PLN 37.8m
Results by segment:
Revenue of the Fertilizers segment: PLN 562.6m
EBIT of the Fertilizers segment: PLN 18.6m
EBITDA of the Fertilizers segment: PLN 44.8m
Revenue of the Pigments segment: PLN 106.6m
EBIT of the Pigments segment: PLN 13.4m
EBITDA of the Pigments segment: PLN 19.8m
Other income: PLN 17.4m
Other EBIT: PLN 1.9m
Other EBITDA: PLN 3.6m
H1 2021:
Consolidated revenue: PLN 1,404.8m
EBIT: PLN 61.0m|
EBITDA: PLN 129.4m
Net profit: PLN 52.8m
Results by segment:
Revenue of the Fertilizers segment: PLN 1,165.4m
EBIT of the Fertilizers segment: PLN 30.4m
EBITDA of the Fertilizers segment: PLN 82.8m
Revenue of the Pigments segment: PLN 202.5m
EBIT of the Pigments segment: PLN 23.4m
EBITDA of the Pigments segment: PLN 36.0m
Other income: PLN 36.9m
Other EBIT: PLN 7.2m
Other EBITDA: PLN 10.6m
Main factors with a bearing on the consolidated financial results of Grupa Azoty Zakłady Chemiczne Police S.A. for the second quarter of 2021:
The Fertilizers Segment’s EBITDA benefited mainly from growing sales prices of compound fertilizers, urea and ammonia. The strong increases in market prices of these products observed from the beginning of 2021 continued into the second quarter. At the same time, the upward trend in prices of many raw materials used in production (in particular natural gas) significantly cancelled out the positive effect of rising sales prices. Changes in prices of key raw materials translated into higher production costs in the second quarter of 2021 compared with the corresponding period of 2020, but the increase was lower than revenue growth.
In the Pigments Segment, a year-on-year growth in sales prices and volumes of titanium white more than countered the negative effect of rising gas prices and a few other less important cost drivers. Demand for titanium white remained strong. The availability of Chinese titanium white in Europe was limited, and imports from Asia became hardly profitable for pricing and logistics reasons, including mainly high freight costs.
The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the first half of 2021, to be published on September 9th 2021.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Grupa Azoty Zakłady Chemiczne Police S.A. the “Company”) announces that Mr Paweł Waldemar Bakun has resigned from membership of the Supervisory Board, in which he held the position of Deputy Chairman of the Supervisory Board, with effect from July 31st 2021.
The reason for the resignation of Mr Paweł Waldemar Bakun is his participation in the competitive selection process for member of the Management Board of Grupa Azoty Polyolefins S.A.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting convened for June 28th 2021, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the AGM: 78,051,500
Number of voting rights at the AGM: 78,051,500
Percentage share in voting rights represented at the AGM: 65.25%
Percentage share in total voting rights: 62.86%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the AGM: 16,299,649
Number of voting rights at the AGM: 16,299,649
Percentage share in voting rights represented at the AGM: 13.63%
Percentage share in total voting rights: 13.13%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the AGM: 16,000,000
Number of voting rights at the AGM: 16,000,000
Percentage share in voting rights represented at the AGM: 13.38%
Percentage share in total voting rights: 12.88%
Shareholder State Treasury
Number of shares at the AGM: 9,273,078
Number of voting rights at the AGM: 9,273,078
Percentage share in voting rights represented at the AGM: 7.75%
Percentage share in total voting rights: 7.47%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623, as amended)
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached to this report, resolutions passed by the Company’s Annual General Meeting on June 28th 2021, together with the results of voting on the resolutions.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and were also published by the Company with its separate and consolidated full-year reports for 2020 and attached to Current Report No. 26/2021 of June 1st 2021.
At the Annual General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: other regulations
Acting pursuant to Art. 504.1 and Art. 504.2 of the Commercial Companies Code (the “CCC”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) of Police, hereby gives the second notice to the Company’s shareholders of the intended merger of the Company with Supra Agrochemia Spółka z ograniczoną odpowiedzialnością of Wrocław (the “Acquiree”), in which the Company holds 100% of the shares.
The merger will be effected in accordance with the procedure described in Art. 492.1.1 of the CCC, i.e. by transferring to the Company, as the sole shareholder in the Acquiree, all of the Acquiree’s assets (merger by acquisition) without increasing the Acquirer’s share capital in view of the fact that all shares in the Acquiree are held by the Company.
In accordance with the provisions of Art. 494.1 of the CCC, the Company will assume all of the Acquiree’s rights and obligations as of the merger date.
The detailed terms of the merger have been set out in the merger plan agreed on April 26th 2021, which is now available on the Company’s website at https://zchpolice.grupaazoty.com/spolka/grupa-kapitalowa.
The Company’s Management Board further announces that the following documents concerning the merger (the “Merger Documents”):
have been available for inspection by the Company’s shareholders since the date of publication of the first notice (by way of Current Report No. 21/2021 of May 17th 2021) and will remain available until the date of the merger resolution.
The Merger Documents are available for inspection at the Company’s registered office at ul. Kuźnicka 1, Police, from Monday through Friday, from 8:00 am to 2:00 pm.
The documents listed in Section 3 are also available on the Company’s website at https://zchpolice.grupaazoty.com/relacje-inwestorskie/raporty-okresowe.
The Company’s shareholders may request that copies of the Merger Documents be made available to them free of charge at the Company’s registered office.
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") publishes, attached hereto, the draft resolutions and documents to be considered by the Annual General Meeting convened for June 28th 2021, relevant for the resolutions to be voted on and not published earlier.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby convenes the Annual General Meeting of the Company (the “Annual General Meeting”), to be held at the Company’s registered office at ul. Kuźnicka 1, Police, Poland, at 11.00 a.m. on June 28th 2021, in accordance with the notice attached to this Current Report.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 31st 2021 the Company, its parent Grupa Azoty S.A. (the "Parent”, the “Factoring Agent”), and Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”; jointly with the Company and the Parent – the “Factorees”) and BNP Paribas Faktoring Sp. z o.o. (the “Factor”) signed a PLN 500m (or EUR or USD equivalent) master factoring agreement (the “Factoring Agreement”) for indefinite term.
The facility under the Factoring Agreement was made available for the period of 12 months. The facility will be automatically extended for another period of 12 months based on the Factor’s decision communicated to the Factoring Agent no later than 180 days prior to the expiry of the current availability period.
The Factoring Agreement provides for the financing of amounts due to the Parent and the Group Companies from their trading partners.
Under the Factoring Agreement, the Factor’s claims are to be secured with:
The Parent is liable for repayment of all amounts due under the Factoring Agreement, while the Group Companies are liable for repayment of their respective liabilities under the Agreement.
The per annum interest rate under the Agreement is equal to the following reference rates: 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate).
The Factoring Agreement also imposes certain restrictions on the Parent and the Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if a certain level of consolidated net debt to EBITDA is exceeded, which have been made consistent with the revolving credit facility agreement of April 23rd 2015, as amended by the amendment of June 29th 2018, referred to in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.
The terms of the Factoring Agreement do not differ from standard terms used in agreements of such type.
The purpose of the Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Group’s financial security through the umbrella nature of facility allocation and authorisation of the Parent, as the Factoring Agent, to redistribute the facility, as well as to include new factorees which are the Parent’s subsidiaries in the Factoring Agreement.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 31st 2021 the Company, its parent Grupa Azoty S.A. (the “Parent”, the “Factoring Agent”), and Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Group Companies”; jointly with the Company and the Parent: the “Factorees”), and Pekao Faktoring Sp. z o.o. (the “Factor”) signed a PLN 250m (or EUR or USD equivalent) factoring agreement (the “Factoring Agreement”), as well as a PLN 250m (or EUR or USD equivalent) agreement for the financing of deliveries (the “Reverse Factoring Agreement”).
The Factoring Agreement and the Reverse Factoring Agreement were concluded for indefinite term. The facilities under those two Agreements will be available for a period of 12 months and will be automatically extended for another 12 months unless, prior to the facility expiry date, the Factor gives notice of intention not to extend them, whereby the Factoring Agreement or the Reverse Factoring Agreement will be terminated on 120 days’ notice with the facilities remaining available to the Factorees during the notice period.
The Factoring Agreement provides for the financing of amounts due to the Parent and the Group Companies from trading partners, while the Reverse Factoring Agreement provides for the financing of amounts due to suppliers and service providers from the Parent and the Group Companies.
Under the Factoring Agreement, the Factor’s claims are to be secured with:
Security for the Factor’s receivables required under the Reverse Factoring Agreement is the Parent’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Reverse Factoring Agreement.
In accordance with the Factoring Agreement and the Reverse Factoring Agreement, the Parent is liable for repayment of all amounts due under each of the Agreements, while the Group Companies are liable for repayment their respective liabilities under the Agreements.
The per annum interest rate under each of the Agreements is equal to the following reference rates: 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate).
The Agreements also impose certain restrictions on the Parent and Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if a certain level of consolidated net debt to EBITDA is exceeded, which have been made consistent with the revolving credit facility agreement of April 23rd 2015, as amended by the amendment of June 29th 2018, referred to in the Parent’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.
The terms of the Factoring Agreement and the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type.
The purpose of the Factoring Agreement and the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Grupa Azoty Group’s financial security through the umbrella nature of facility allocation and authorisation of the Parent, as the Factoring Agent, to redistribute the facilities, as well as to include new factorees which are the Parent’s subsidiaries in both the Factoring Agreement and the Reverse Factoring Agreement.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“the Company”) announces that, at its meeting held on May 24th 2021, the Company’s Supervisory Board appointed Mr Stanisław Kostrubiec as Member of the Company’s Management Board of the ninth term of office to serve in the capacity of Vice President of the Management Board.
The resolution concerning appointment of the Vice President of the Management Board of the ninth term of office came into force upon its adoption.
The Management Board also announces that the newly appointed Vice President of the Management Board has made a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a partner or a shareholder in any competing partnership under civil law, other type of partnership or company, or a member of a governing body of any other competing legal entity.
Stanisław Kostrubiec is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
A brief description of the newly appointed Vice President’s educational background, qualifications, previously held positions and employment record is attached to this current report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Acting pursuant to Art. 504.1 and Art. 504.2 of the Commercial Companies Code (the “CCC”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) of Police, hereby gives the first notice to the Company’s shareholders of the intended merger of the Company with Supra Agrochemia Spółka z ograniczoną odpowiedzialnością of Wrocław ( the “Acquiree”), in which the Company holds 100% of the shares.
The merger will be effected in accordance with the procedure described in Art. 492.1.1 of the CCC, i.e. by transferring to the Company, as the sole shareholder in the Acquiree, all of the Acquiree’s assets (merger by acquisition) without increasing the Acquirer’s share capital in view of the fact that all shares in the Acquiree are held by the Company.
In accordance with the provisions of Art. 494.1 of the CCC, the Company will assume all of the Acquiree’s rights and obligations as of the merger date.
The detailed terms of the merger have been set out in the merger plan agreed on April 26th 2021, which is now available on the Company’s website at https://zchpolice.grupaazoty.com/spolka/grupa-kapitalowa.
The Company’s Management Board further announces that the following documents concerning the merger (the “Merger Documents”):
will be available for inspection by the Company’s shareholders from the date of publication of this notice until the date of the merger resolution.
The Merger Documents will be available for inspection at the Company’s registered office at ul. Kuźnicka 1, Police, from Monday through Friday, from 8:00 am to 2:00 pm.
The documents listed in Section 3 are also available on the Company’s website at https://zchpolice.grupaazoty.com/relacje-inwestorskie/raporty-okresowe.
The Company’s shareholders may request that copies of the Merger Documents be made available to them free of charge at the Company’s registered office.
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 15/2021 of May 5th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 14th 2021 the Company’s Supervisory Board approved the proposal made by the Company’s Management Board to the Annual General Meeting, to allocate the entire net profit for the financial year 2020, in the amount of PLN 83,708,317.51, to the Company’s statutory reserve funds.
A final decision on allocation of profit for the financial year 2020 will be made by the Company’s Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting convened for May 11th 2021, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Extraordinary General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM – 78,051,500
Number of voting rights at the EGM – 78,051,500
Percentage share in voting rights represented at the EGM – 75.54%
Percentage share in total voting rights – 62.86%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 16,000,000
Number of voting rights at the EGM – 16,000,000
Percentage share in voting rights represented at the EGM – 15.49%
Percentage share in total voting rights – 12.88%
Shareholder State Treasury
Number of shares at the EGM – 9,273,078
Number of voting rights at the EGM – 9,273,078
Percentage share in voting rights represented at the EGM – 8.97%
Percentage share in total voting rights: 7.47%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2020, item 2080, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on May 11th 2021, together with the results of voting on the resolutions.
The Management Board also publishes a draft resolution that was put to vote at the Extraordinary General Meeting but was not carried.
At the Extraordinary General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
Legal basis: Par. 19.1.6 and Par. 19.1.8 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 11th 2021 the Company’s Extraordinary General Meeting resolved to appoint Mr Krzysztof Stanisław Kozłowski, Member of the Company’s Supervisory Board, as Chairman of the Company’s Supervisory Board.
The resolution became effective as of its date.
Mr Krzysztof Stanisław Kozłowski was appointed to the Company’s Supervisory Board with effect from April 10th 2021, as announced by the Company in Current Report No. 8/2021 of April 9th 2021.
Brief descriptions of the newly appointed Chairman of the Supervisory Board’s educational background, qualifications, previously held positions and employment records, were provided by the Company in Current Report No. 8/2021 of April 9th 2021.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby publishes the estimates of key consolidated financial results of the Grupa Azoty Zakłady Chemiczne Police Group for Q1 2021.
Revenue from external sales: PLN 718.1m
EBITDA: PLN 61.2m
Net profit: PLN 15.0m
Results by segment:
Revenue from external sales of the Fertilizers segment: PLN 602.7m
EBITDA: PLN 38.0m
Revenue from external sales of the Pigments segment: PLN 95.9m
EBITDA: PLN 16.2m
Revenue from external sales of the Other Activities segment: PLN 19.6m
EBITDA: PLN 7.0m
EBITDA performance of the Fertilizers segment was mainly affected by rapid price changes on the markets for fertilizers and nitrogen products. The selling prices of compound fertilizers, urea and ammonia rose significantly relative to Q1 2020. At the same time, the prices of certain raw materials used as production feedstock, mainly natural gas, also went up. Accordingly, the positive effect of the increase in selling prices was largely offset by higher production costs due to the steep rise in natural gas prices.
In the case of the Pigments segment, a higher level of titanium white selling prices largely offset the unfavourable impact of the growing gas prices and several other minor factors. Demand for titanium white remained strong.
Key drivers of the Group’s net profit included a gain on the measurement of derivative instruments resulting from the agreement between the shareholders of Grupa Azoty Polyolefins S.A. in the amount of PLN 12.9m and the effect of the equity method measurement of shares in associates (of PLN -25.5m) pertaining mainly to a change relative to 2020 in Grupa Azoty Polyolefins S.A.’s net assets due largely to the measurement of its financial instruments serving as cash-flow hedges with respect to the financing raised in USD and payments made in EUR under the Polimery Police project, entered into in accordance with the requirements of the credit facilities agreement.
The Company’s Management Board resolved to publish these estimated consolidated results following publication by the parent Grupa Azoty S.A. of the Q1 2021 estimated consolidated financial results of the Grupa Azoty Group.
The amounts presented above are estimates and may be subject to change. The consolidated report for Q1 2021 will be issued on May 13th 2021.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 5th 2021 the Company’s Management Board passed a resolution to allocate the Company’s entire net profit for the financial year 2020, of PLN 83,708,317.51, to the Company’s reserve funds.
The retained profit will ensure compliance with the provisions of the Commercial Companies Code setting down the required level of statutory reserve funds, which – following an increase of the Company’s share capital through an additional share issue (from PLN 750.0m to PLN 1,241.8m, registered in January 2020) – remains PLN 10.8m below the statutory level. Accordingly, at least PLN 6.7m of the profit earned in 2020 should be contributed to statutory reserve funds.
In 2020, the Company also carried out a process of financing the acquisition of shares and provision of subordinated loans to Grupa Azoty Polyolefins S.A., the special purpose vehicle implementing the Polimery Police project, which represented a major financial challenge for the Company on a scale never seen before. Polimery Police is the largest strategic capex project run within the Grupa Azoty Group, to which in 2020 the Company made a key contribution of long-term capital (comprising a mix of equity and loans) amounting to PLN 723m, of which over PLN 200m had been raised from sources increasing the Company’s debt burden.
In view of these circumstances, the profit retention will meaningfully improve the Company’s financial security, allowing it to smoothly carry out its capital investment and maintenance plans, which must be regularly undertaken in the chemical industry.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to allocate the 2020 net profit.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 30th 2021 the Company’s Supervisory Board passed resolutions to remove all members of the Company’s Management Board of the eighth term, namely:
The Supervisory Board’s resolutions to remove the Members of the Company’s Management Board of the eighth term became effective as of their date.
In connection with the removal of all members of the Company’s Management Board, the Supervisory Board declared the eighth joint term of the Company’s Management Board was terminated early.
At the same time, the Supervisory Board, at its meeting held on April 30th 2021, acting pursuant to Art. 368.4 and Art. 369.1 of the Commercial Companies Code, Art. 20.1–3, Art. 21.1, Art. 22.1–3, Art. 28.1.1 of the Company’s Articles of Association and Par. 2.1 of the Rules of Procedure for the Company’s Supervisory Board, passed resolutions, effective as of their date, to appoint the following persons as Members of the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. for a new, ninth term:
The persons appointed to the Management Board are not engaged in any activities conducted outside the Company which would be in competition with the Company’s business, nor are they partners in any partnerships under civil law or partnerships of any other type or shareholders in any company, nor members of governing bodies of any legal person competing with the Company’s business.
The persons appointed to the Management Board are not entered in the Register of Insolvent Debtors maintained under the National Court Register Act.
A brief description of the newly appointed Management Board Members’ educational background, qualifications, previously held positions and employment records is attached to this current report.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on April 29th 2021 the Company and its subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Group Companies”) signed a PLN 500m (or EUR or USD equivalent) payment services and financing agreement (the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”) for an indefinite term.
The facility under the Reverse Factoring Agreement is available for a period of 12 months and is automatically extended for another 12 months unless the Bank or the Factoring Agent gives notice of intention not to extend it no later than 120 days before expiry of the current availability period.
The Reverse Factoring Agreement provides for the financing of the Company’s and the Group Companies’ liabilities towards their suppliers and service providers.
The Bank’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Company, for up to 120% of the value of the Reverse Factoring Agreement.
The Company is liable for all payments due under the Reverse Factoring Agreement, while each of the Group Companies is liable exclusively for payments due from it thereunder.
The per annum interest rate is equal to the reference rates of 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Bank’s margin (if the reference rate is below 0, the Bank’s margin is the minimum rate).
The terms of the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type.
The Reverse Factoring Agreement also imposes certain restrictions on the Company and the Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities above the consolidated net debt to EBITDA ratio, which have been made consistent with the credit facility agreement of April 23rd 2015 amended by the Amending Agreement of June 29th 2018, as announced in the Company’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.
The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Group’s financing security by establishing an umbrella structure of facility limit allocation and authorising the Company, acting as the Factoring Agent, to redistribute the facility limits and to allow its other subsidiaries to accede to the Reverse Factoring Agreement as clients.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on April 29th 2021 the Company and its subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Group Companies”) signed a PLN 500m (or EUR or USD equivalent) reverse factoring agreement (the “Reverse Factoring Agreement”) with ING Commercial Finance Polska S.A. (the “Factor”) for an indefinite term.
The facility under the Reverse Factoring Agreement is available for a period of 12 months and is automatically extended for another 12 months unless the Factor or the Factoring Agent gives notice of intention not to extend it no later than 120 days before expiry of the current availability period.
The Reverse Factoring Agreement provides for the financing of the Company’s and the Group Companies’ liabilities towards their suppliers and service providers.
The Factor’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Company, for up to 120% of the value of the Reverse Factoring Agreement.
The Company is liable for all payments due under the Reverse Factoring Agreement, while each of the Group Companies is liable exclusively for payments due from it thereunder.
The per annum interest rate is equal to the reference rates of 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate).
The terms of the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type.
The Reverse Factoring Agreement also imposes certain restrictions on the Company and the Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities above the consolidated net debt to EBITDA ratio, which have been made consistent with the credit facility agreement of April 23rd 2015 amended by the Amending Agreement of June 29th 2018, as announced in the Company’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.
The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Group’s financing security by establishing an umbrella structure of facility limit allocation and authorising the Company, acting as the Factoring Agent, to redistribute the facility limits and to allow its other subsidiaries to accede to the Reverse Factoring Agreement as clients.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the non-financial report for 2020 covering Grupa Azoty Zakłady Chemiczne Police S.A. and the Grupa Azoty Zakłady Chemiczne Police Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at http://zchpolice.grupaazoty.com/.
Legal basis: Par. 5.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes, attached hereto, the draft resolutions to be considered by the Extraordinary General Meeting convened for May 11th 2021.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Acting pursuant to Art. 398, Art. 399.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code as well as Art. 39.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 1,241,757,680 (paid up in full), gives notice of an Extraordinary General Meeting of the Company, to be held at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6, at 11am on May 11th 2021.
The total number of shares in the Company is 124,175,768. As at the date of this notice (April 13th 2021), the shares confer 124,175,768 voting rights.
Agenda of the Meeting:
Right to participate in the Extraordinary General Meeting
Pursuant to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at April 25th 2021, have the right to participate in the Extraordinary General Meeting.
Pledgees and usufructuaries holding voting rights may participate in the Extraordinary General Meeting if the limited property rights created in their favour are registered in the relevant securities account as at the record date.
In order to participate in the Extraordinary General Meeting, holders of Company shares and pledgees and usufructuaries holding voting rights must request the entity maintaining their securities accounts – no earlier than April 13th 2021 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than April 26th 2021 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on May 6th, 7th and 10th 2021. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting through a proxy
Shareholders may participate in the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder's rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, a form of electronic power of proxy is made available by the Company for downloading from https://zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not need to be signed with a qualified electronic signature.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by April 20th 2021. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb## or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Shareholders’ right to ask questions concerning matters placed on the meeting agenda
During the Extraordinary General Meeting, shareholders may ask questions concerning matters placed on the agenda of the Extraordinary General Meeting.
The procedure for asking and answering such questions is set out in the Rules of Procedure for the General Meeting of the Company, available on the Company’s website https://zchpolice.grupaazoty.com/spolka/dokumenty-korporacyjne
Electronic communication
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company's registered office and on the Company's website at https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia from the date of convening the Extraordinary General Meeting. Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Corporate website
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website https://zchpolice.grupaazoty.com
INFORMATION ON PERSONAL DATA PROTECTION
IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING
OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary Annual General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Accordingly, the Company states that:
a) the controller of the personal data collected is Grupa Azoty Zakłady Chemiczne Police S.A. of Police. You can contact the Company by email at ##xds.edaxrt#at#vgjeppodin.rdb## or by traditional mail at: Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland
b) For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer by email at: ##xds.edaxrt#at#vgjeppodin.rdb## or by traditional mail at: Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland;
c) The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM[1], allowing Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;
d) The Company processes: (i) personal data identifying a Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL); (ii) data included in powers of proxy; (iii) data on shares held and rights attached to them, such as the number, type and serial numbers of shares, and number of voting rights conferred by such shares; and (iv) where Shareholders contact the Company by email – their email address;
e) Shareholders’ personal data may be collected by the Company from entities operating the securities depository, and from other Shareholders – with respect to the data included in powers of proxy;
f) The legal basis for the processing of your personal data by the Company is:
g) Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – insofar as the list of shareholders is made available for inspection in accordance with Art. 407 of the Commercial Companies Code;
h) Personal data included in the lists of shareholders, attendance lists and powers of proxy will be stored for the period of the Company’s existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; Personal data related to email contact will be stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of the Company or against the Company, not longer than six years;
i) Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of a Shareholder’s identity, and failure to provide such data precludes the Shareholder from participating in the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
j) You have the right to request access to and rectification or erasure of personal data or restriction of its processing, and to object to its processing, as well as the right to data portability; it must, however, be borne in mind that these rights are not absolute and may be subject to derogations provided for by law;
k) You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
[1] In particular, Art. 401, Art. 407, Art. 410 and Art. 412 of the Commercial Companies Code.
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 9th 2021 it received a statement from the Minister of State Assets to the effect that Mirosław Kozłowski was removed from the Supervisory Board of the Company under Art. 30.2 of the Company’s Articles of Association, with effect from April 9th 2021. Mirosław Kozłowski served as Chairman of the Supervisory Board.
Furthermore, the Management Board received a statement from the Minister of State Assets to the effect that Krzysztof Stanisław Kozłowski was appointed to the Supervisory Board under Art. 30.2 of the Company’s Articles, with effect from April 10th 2021.
The Management Board also announces that the newly appointed Supervisory Board Member Krzysztof Stanisław Kozłowski has made a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a partner or a shareholder in any competing partnership under civil law, other type of partnership or company, or a member of a governing body of any other competing legal entity.
Krzysztof Stanisław Kozłowski is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Brief descriptions of the newly appointed Supervisory Board Member’s educational background, qualifications, previously held positions and employment records are attached to this report.
Legal basis: Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 3/2021 of March 18th 2021 and No. 4/2021 of March 23rd 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces an update on the anticipated effect of a non-cash one-off item on the Company’s separate and consolidated financial statements for 2020.
On March 30th 2021, the Company’s management partially revised the reversals of impairment losses on assets recognised in the Company’s books as at December 31st 2020. The revision resulted from a recommendation of the Company’s auditor, who during the audit approved the underlying assumptions and methodology of the tests which showed a higher value in use of assets, but then on March 29th 2021 formulated a final recommendation not to reverse certain impairment losses and to continue to apply to some of them a practice from the previous two years whereby the Company, guided by additional caution, resolved not to reverse impairment losses on assets even if their estimated value in use exceeded their book value.
Consequently, the effect (increase in profit or loss) of the reversals will be limited in the Company’s separate results to:
a) EBITDA: PLN 13.00m
b) net profit: PLN 10.53m
and in the consolidated results of the Company’s Group to
a) EBITDA: PLN 12.58m
b) net profit: PLN 10.19m
Furthermore, the Company publishes selected estimated consolidated financial results of the Company for the fourth quarter of 2020:
Revenue: PLN 663.74m
EBITDA: PLN 59.28m
Net profit: PLN 76.67m
and selected estimated consolidated results for 2020:
Revenue: PLN 2,427.97m
EBITDA: PLN 194.42m
Net profit: PLN 123.41m
The Company’s Management Board considers the information on the consolidated results to be material considering the improvement in financial performance recorded in the fourth quarter of 2020 relative to the corresponding periods of the three prior years. Furthermore, the results for the fourth quarter of 2020 differ from market expectations.
The Management Board of the Company reports that these results include:
- compensation payable to the Company for 2019 and 2020 under the Act on Compensation Scheme for Energy-Intensive Sectors and Subsectors, in the estimated amount of approximately PLN 21.47m,
- measurement of derivative instruments and exit mechanisms for Joint Sponsors provided for in the shareholder agreement of the associate Grupa Azoty Polyolefins S.A. implementing the strategic project Polimery Police, amounting to PLN 21.61m (as announced by the Company in Current Report No. 5/2021 of March 24th 2021), and
- the aforementioned reversal of impairment losses on fixed assets in the amount of PLN 12.58m.
The Management Board of the Company further reports that, as the financial statements of Grupa Azoty Zakłady Chemiczne Police S.A. for 2020 are still being audited, the final amounts and results will be published in the 2020 annual report.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L No. 173, p. 1) (“MAR”).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Contents: Further to Current Report No. 1/2021 of January 21st 2021, the Management Board of Grupa Azoty Zakłady Azotowe “Puławy” S.A. (the “Company”) announces that the release date for the separate and consolidated full year report for 2020 has been changed from March 31st 2021 to April 15th 2021.
Given the above, the Management Board will announce 2021 full year results as per the following updated schedule:
1. First and third quarter interim results:
2. Half year interim results:
3. Full year results:
Legal basis: Par. 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces information about the anticipated effect of one-off non-cash items on the Company’s 2020 financial statements.
The Company recognised in its accounts the measurement of derivative
instruments provided for in the shareholder agreement signed between the
shareholders of the Company’s associate and the subsidiary of Grupa Azoty S.A.
(the “Parent”, jointly referred to as the “Original Sponsors”) – Grupa Azoty
Polyolefins S.A. (“GA Polyolefins”), which is implementing the strategic investment
project Polimery Police (the “Project”). The shareholder agreement was entered
into on May 31st 2020 between the Original Sponsors, GA Polyolefins and Grupa
LOTOS S.A. (“Grupa LOTOS”), Hyundai Engineering Co., Ltd. (“Hyundai”) and Korea
Overseas Infrastructure & Urban Development Corporation (“KIND”, jointly
referred to as the “Joint Sponsors”). Information on the execution of the
shareholder agreement and its key provisions was announced in Current Report
No. 38/2020 of May 31st 2020.
The shareholder agreement provides in particular for a put option for Hyundai and KIND and a call option (with respect to the shares held by Hyundai) for the Original Sponsors, in each case with respect to the GA Polyolefins shares with a total value (calculated on the basis of the price originally paid by Hyundai and KIND) of up to USD 70,000 thousand, with the amount reduced by any dividends paid to Hyundai and KIND by the put option exercise date. The parties agreed that the call option could be exercised from the earlier of the actual Project completion date or January 1st 2025, and the put option – from the later of the expiry of the lock-up period, i.e. three years from the actual Project completion date, or January 1st 2027, with the exercise of the call option causing the expiry of the put option and vice versa. The parties agreed that the options would expire on or before December 31st 2035.
Therefore, in the context of the Company’s separate and consolidated financial statements, the options are derivative financial instruments. The rights and obligations of the Original Sponsors in connection with the above instruments are joint and several. The Company measured the value of the options as at December 31st 2020 relying on a valuation prepared by an independent expert based on assumptions specified by the Original Sponsors and relevant market parameters. The options are recognised in the financial statements of the Company and the Parent in proportion to the size of the shareholdings in GA Polyolefins.
Accordingly, the Company recognised in its separate and consolidated financial statements financial assets of PLN 48,874 thousand on account of a derivative instrument – the call option, and financial liabilities of PLN 21,469 thousand on account of a derivative instrument – the put option. The effect on earnings amounted to PLN 27,405 thousand. The matter has no effect on separate or consolidated EBITDA.
In
addition, the shareholder agreement provides for additional mechanisms enabling
the Joint Sponsors
to exit the investment in GA Polyolefins. In particular, the mechanisms enable
Grupa LOTOS, Hyundai and KIND to exit the investment – with respect to shares
not covered by the put or call option – following a buyback of the shares by GA
Polyolefins at fair value for cancellation. Such buyback should be made with
funds generated and accumulated by GA Polyolefins after full repayment of
senior debt financing.
In view of the above, the amount of contribution paid for GA Polyolefins shares subscribed for by Grupa LOTOS, Hyundai and KIND, which can be bought back in the future for cancellation in accordance with the shareholder agreement, is recognised in the financial statements of the associate GA Polyolefins as a reduction of equity, which had an effect on the recognition in the consolidated financial statements of the Company. The amount of equity reduction at GA Polyolefins as at December 31st 2020 is approximately PLN 330m and has an effect on equity method accounting. The matter has no effect on the Company’s separate results or consolidated EBITDA, but it reduces the consolidated net result by PLN 5.8m.
As the audit of the Company’s financial statements for 2020 has not yet been completed, the above amounts are not final and are subject to change.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 3/2021 of March 18th 2021, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces an update on the anticipated effect of a non-cash one-off item on the Company’s separate and consolidated financial statements for 2020.
On March 23rd 2021, the Company’s Management Board passed a resolution to change the amount of the reversal of impairment losses on non-current asset. Following a review of reversible impairment losses recognised in previous periods, the total amount of the reversal was decreased by PLN 21,932 thousand, to PLN 62,647 thousand.
After the change, the effect of the reversal on the Company’s separate results is as follows:
a) effect on EBITDA: PLN 62,647 thousand
b) effect on net profit/(loss): PLN 50,744 thousand.
The effect on the Group’s consolidated results has been estimated as follows:
a) effect on EBITDA: PLN 60,634 thousand
b) effect on net profit/(loss): PLN 49,114 thousand.
As the financial statements of Grupa Azoty Zakłady Chemiczne Police S.A. for 2020 are still being audited, the above amounts are not final and may be subject to revision. The final amounts will be published in the 2020 annual report, due to be released on March 31st 2021.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L No. 173, p. 1) (“MAR”).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces the anticipated effect of a non-cash one-off item on the Company’s separate and consolidated financial statements for 2020.
On March 18th 2021, the Company’s Management Board passed a resolution to recognise in the Company’s accounting records, as at December 31st 2020, a reversal of impairment losses on assets recognised in previous periods, in a total amount ofPLN 84,579thousand. This was attributable to an indication that an impairment loss may have decreased and an impairment test conducted as at December 31st 2020, in accordance with the provisions of IAS 36. The reversal of impairment losses related to both cash-generating units (CGUs), i.e. the Fertilizers CGU and the Pigments CGU.
The effect of the reversal on the Company’s separate results is as follows:
a) effect on EBITDA: PLN 84,579 thousand,
b) effect on net profit/(loss): PLN 68,509 thousand.
Its effect on the Group’s consolidated results has been estimated as follows:
a) effect on EBITDA: PLN 81,798 thousand,
b) effect on profit/(loss): PLN 66,256 thousand.
Disclaimer: As the financial statements of Grupa Azoty Zakłady Chemiczne Police S.A. for 2020 are still being audited, the above amounts are not final and may be subject to revision.
The separate and consolidated full-year reports of Grupa Azoty Zakłady Chemiczne Police S.A. for 2020 will be issued on March 31st 2021.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L No. 173, p. 1) (“MAR”).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 37/2020 of May 31st 2020, Current Report No. 38/2020 of May 31st 2020, Current Report No. 54/2020 of October 7th 2020, and Current Report No. 57/2020 of November 16th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.(the “Company”) announces that on February [25th] 2021 Grupa Azoty Polyolefins S.A., an associate of the Company (“GA Polyolefins”), was notified by Bank Polska Kasa Opieki S.A., acting as the Facility Agent, that it had received all the documents and/or information necessary to fulfil the conditions precedent to the Financial Closing under the Credit Facilities Agreement (as defined in Current Report No. 37/2020 of May 31st 2020), as amended, in form and substance satisfactory to the Lenders.
The Financial Closing having been therefore reached, GA Polyolefins may now apply for disbursement of funds under the Credit Facilities, subject to specific conditions for the first drawdown on each Facility and additional conditions for each disbursement, which do not differ from standard terms and conditions applicable to similar financing arrangements.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. hereby announces the release dates for periodic reports in the 2021 financial year:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
The Management Board further announces that, as permitted under Par. 62.1 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757) (the “Regulation”), the Company will not issue separate quarterly reports. The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not issue separate or consolidated quarterly reports for Q4 2020 and for Q2 2021, as permitted under Par. 79.2 of the Regulation.
Also, as permitted under Par. 62.3 of the Regulation, it will not release a separate (non-consolidated) half-year report.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 5/2018 issued on March 12th 2018, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 29th 2020 the Company submitted to Polska Grupa Górnicza S.A. of Katowice (the “Seller”) a notice of termination of the bilateral coal sale contract (the “Contract”), executed on March 12th 2018.
The subject matter of the Contract is the sale of thermal coal produced at the Seller’s mines.
The reason for terminating the Contract is a reduction in the quantities of coal to be consumed by the Company from 2022 onwards thanks to improved energy efficiency of its industrial processes, which will result in lower heat consumption, and investments undertaken to ensure access to an additional external source of heat fired with a different fuel.
The termination notice submitted by the Company to the Seller is subject to the 24 months’ notice period, with effect as of the end of the calendar year in which the notice period expires, that is December 31st 2022.
The Company warrants that the termination of the Contract will not disrupt its operations. Failure to terminate the Contract would result in excessive difficulties related to reception of the fine coal and negative financial consequences from its continued performance.
Despite the Contract having been terminated, the Company intends to continue its long-term business relationship with the Seller, on new mutually agreed terms, adapted to reflect the quantities of coal actually needed by the Company and the prevailing market conditions.
At the same time, the Company announces that a negotiation team is already working to reach an agreement with respect to future business relations between the parties.
The Seller is the sole supplier of thermal coal to the Company.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 56/2020 of November 16th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 27th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of the Company’s subsidiary Grupa Azoty Polyolefins S.A. of Police (“GA Polyolefins”).
Following the registration, the share capital of GA Polyolefins was increased from PLN 599,283,310 to PLN 922,968,300. The number of shares of all issues currently totals 92,296,830 (previously: 59,928,331). Their par value is PLN 10 per share.
As a result of the share capital increase at GA Polyolefins, the number of shares held by the Company did no change and amounts to 31,762,015 shares with a par value of PLN 10 per share and total value of PLN 317,620,150.
At present, the Company’s interest in the share capital of GA Polyolefins is 34.41%. The other shareholders in GA Polyolefins are the Company’s parent Grupa Azoty S.A. (holding directly 30.52% of the subsidiary’s share capital), Grupa LOTOS S.A. of Gdańsk (17.30% of the share capital); Hyundai Engineering Co., Ltd of Seoul, South Korea (16.63% of the share capital), and Korea Overseas Infrastructure & Urban Development Corporation of Seoul, South Korea (1.14% of the share capital).
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 21/2019 of April 26th 2019, Current Report No. 57/2019 of October 31st 2019, Current Report No. 67/2019 of November 22nd 2019, Current Report No. 69/2019 of December 6th 2019, Current Report No. 71/2019 of December 13th 2019, Current Report No. 77/2019 of December 23rd 2019, Current Report No. 37/2020 of May 31st 2020, Current Report No. 38/2020 of May 31st 2020 and Current Report No. 56/2020 of November 16th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A.(the “Company”) announces that on November 16th 2020 the Company and its parent Grupa Azoty S.A. (the “Parent”, and jointly with the Company the “Original Sponsors”) performed their obligations under equity investment agreements executed in connection with the Polimery Police project (the “Transaction Documents”) (the “Project”) with Hyundai Engineering Co., Ltd. (“Hyundai”), Korea Overseas Infrastructure & Urban Development Corporation (“KIND”), and Grupa LOTOS S.A. (“Grupa LOTOS”) (jointly the “Co-Sponsors”).
In connection with the Project, on November 16th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), a subsidiary of the Company, passed a resolution to increase GA Polyolefins’ share capital. In performance of their obligations under the Transaction Documents, on November 16th 2020 each of the Co-Sponsors entered into a subscription agreement with GA Polyolefins whereby Hyundai acquired 15,348,963 (fifteen million, three hundred and forty-eight thousand, nine hundred and sixty-three) Series G shares, KIND acquired 1,052,184 (one million, fifty-two thousand, one hundred and eighty-four) Series G shares, and Grupa LOTOS acquired 15,967,352 (fifteen million, nine hundred and sixty-seven thousand, three hundred and fifty-two) Series G shares. Following the execution of the subscription agreements, the Co-Sponsors made cash contributions to pay for the new shares in GA Polyolefins as follows: Hyundai paid GA Polyolefins USD 73,000,000 (equivalent to PLN 275,808,600, as translated at the NBP rate for November 16th 2020 (Table 223/A/NBP/2020 of November 16th 2020), KIND paid USD 5,000,000 (equivalent to PLN 18,891,000, as translated at the NBP rate for November 16th 2020 (Table 223/A/NBP/2020 of November 16th 2020), and Grupa LOTOS paid PLN 300,000,000. As a result, the shareholding structure of GA Polyolefins following registration of the share capital increase will be as follows: the Company will hold 34.41%, the Parent will hold directly 30.52%, Grupa Lotos will hold 17.3%, Huyndai will hold 16.63%, and KIND will hold 1.14% of the GA Polyolefins share capital, with these percentages corresponding both to the shareholders’ respective ownership interests in GA Polyolefins and to their shares in the total vote at the General Meeting of GA Polyolefins.
On November 16th 2020, the Extraordinary General Meeting of GA Polyolefins, a subsidiary of the Company, also passed a resolution to amend the Articles of Association of GA Polyolefins.
Following the registration of the amendments by the competent registry court, the corporate governance principles agreed in the shareholder agreement referred to in Current Report No. 38/2020 of May 31st 2020 will apply at GA Polyolefins.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 16th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A., a subsidiary of the Company, (“GA Polyolefins”) passed a resolution to increase the share capital of GA Polyolefins through the issue of Series G ordinary shares and waiver of all shareholders’ pre-emptive rights with respect to all Series G shares.
The share capital of GA Polyolefins was increased by PLN 323,684,990.00 (three hundred and twenty-three million, six hundred and eighty-four thousand, nine hundred and ninety złoty) through the issue of 32,368,499 (thirty-two million, three hundred and sixty-eight thousand, four hundred and ninety-nine) new Series G registered shares with a par value of PLN 10 (ten złoty) per share (“Series G Shares”) to PLN 922,968,300.00 (nine hundred and twenty-two million, nine hundred and sixty-eight thousand, three hundred złoty). Series G Shares will be acquired through private placement by:
The cash contributions to be made to pay for all Series G Shares will total PLN 594,699,600. The share premium of Series G Shares, of PLN 271,014,610, will be allocated to the statutory reserve funds of GA Polyolefins.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 53/2020 of October 7th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 9th 2020 Grupa Azoty Polyolefins S.A., a subsidiary of the Company and Grupa Azoty S.A. (the“Subsidiary”), executed an agreement to amend the turnkey engineering, procurement and construction contract for the Polimery Police project dated May 11th 2019 (the “EPC Contract”) (see Current Report No. 26/2019 of May 11th 2019) between the Subsidiary and Hyundai Engineering Co., Ltd. (the “Contractor”).
The amendment agreement provides, among other things, for a EUR 33.2m increase in the Contractor's remuneration and a three-month extension of the timescale for the Polimery Police project.
The Company's Management Board further announces that the conditions precedent to the execution of the amendment agreement, as specified in Current Report No. 53/2020 of October 7th 2020, i.e. securing relevant corporate approvals from the Subsidiary's Supervisory Board and General Meeting and amending the relevant investment and shareholders agreements (see Current Report No. 38/2020 of May 31st 2020), have been fulfilled.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 37/2020 of May 31st 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 7th 2020 an intercreditor agreement (the “Intercreditor Agreement”) was concluded between Grupa Azoty Polyolefins S.A., a subsidiary of the Company and Grupa Azoty S.A. (“Grupa Azoty”) (the“Subsidiary”), and a syndicate of financial institutions comprising: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A. (“Bank Pekao”), BNP Paribas Bank Polska S.A., the European Bank for Reconstruction and Development, Industrial and Commercial Bank of China (Europe) S.A. Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2 and Santander Bank Polska S.A. (the “Syndicate”), as well as ICBC Standard Bank PLC, Grupa Azoty S.A., Hyundai Engineering Co., Ltd., Korea Overseas Infrastructure & Urban Development Corporation and Grupa LOTOS S.A.
The conclusion of the Intercreditor Agreement is another step in the process of securing the availability of senior debt financing for the implementation of the Polimery Police project (the “Project”) on a project finance basis. Debt financing to be made available for the implementation of the Project in the form of: (i) a EUR-denominated term facility of up to EUR 487,800,000; (ii) a USD-denominated term facility of up to USD 537,700,000; (iii) a VAT facility of up to PLN 150,000,000, and (iv) a working capital facility of up to USD 180,000,000 has been granted by the Syndicate under the credit facilities agreement of May 31st 2020 concluded between the Subsidiary as the borrower, the Syndicate as the lenders, and certain other parties (the „Credit Facilities Agreement”) (see Current Report No. 37/2020 of May 31st 2020). The conclusion of the Intercreditor Agreement is one of the conditions precedent to disbursement of funds under the Credit Facilities Agreement.
Other conditions precedent to disbursement of funds under the Credit Facilities Agreement include conclusion of relevant security documents as provided for therein. The Company’s Management Board announces that in performance of the relevant provisions of the Credit Facilities Agreement, on October 7th 2020 the Subsidiary and certain other obligors (including the Company) executed agreements and other documents providing, among other things, for: (i) the creation of registered and financial pledges over all shares in the Subsidiary held by the Company and Grupa Azoty; (ii) the creation of a registered floating charge over a variable pool of chattels and property rights forming part of the Subsidiary’s business; (iii) the creation of registered and financial pledges over receivables from bank accounts held by the Subsidiary; (iv) the grant of a power of attorney over bank accounts held by the Subsidiary; (v) the establishment of contractual mortgage over real property in Police owned or held in perpetual usufruct by the Subsidiary; (vi) the execution by the Subsidiary, the Company and Grupa Azoty of notarial deeds on submission to enforcement; (vii) security assignment of the Subsidiary’s rights and claims under insurance and other relevant contracts; and (viii) security assignment of rights and claims under subordinated loans to the Subsidiary (including under subordinated loans from the Company and Grupa Azoty and the support loan guarantee agreement between the Company, Grupa Azoty, the Subsidiary and Bank Pekao).
The registered pledges and floating charge will be created upon entry in the register of pledges. The mortgage will be established upon entry in the land and mortgage register. All filings required for the entries will be made as soon as practicable. All of the above security interests have been created in favour of Bank Pekao, which acts as the security agent.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 7th 2020 the Management Board of Grupa Azoty Polyolefins S.A., a subsidiary of the Company and Grupa Azoty S.A. (the“Subsidiary”), adopted a resolution on the conditional conclusion of an agreement to amend the turnkey engineering, procurement and construction contract for the Polimery Police Project dated May 11th 2019 (the “EPC Contract”) (see Current Report No. 26/2019 of May 11th 2019) between the Subsidiary and Hyundai Engineering Co., Ltd. (the “Contractor”).
The amendment agreement provides, among other things, for a EUR 33.2m increase in the Contractor’s remuneration; and a three-month extension of the timescale for the Polimery Police project.
The Company’s Management Board would also like to point out that pursuant to the resolution, execution of the amendment agreement is conditional upon and subject to securing relevant corporate approvals from the Subsidiary’s governing bodies and amending the relevant investment and shareholders agreements (see Current Report No. 38/2020 of May 31st 2020).
Execution of the agreement to amend the EPC Contract will be promptly announced by the Company in a separate current report.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting (the “EGM”) convened for August 24th 2020, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the EGM and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM: 78,051,500
Number of voting rights at the EGM: 78,051,500
Percentage share in voting rights represented at the EGM: 65.80%
Percentage share in total voting rights: 62.86%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM: 16,299,649
Number of voting rights at the EGM: 16,299,649
Percentage share in voting rights represented at the EGM: 13.74%
Percentage share in total voting rights: 13.13%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM: 15,000,000
Number of voting rights at the EGM: 15,000,000
Percentage share in voting rights represented at the EGM: 12.65%
Percentage share in total voting rights: 12.08%
Shareholder State Treasury
Number of shares at the EGM: 9,271,222
Number of voting rights at the EGM: 9,271,222
Percentage share in voting rights represented at the EGM: 7.82%
Percentage share in total voting rights: 7.47%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623, as amended)
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on September 23rd 2020, together with the results of voting on the resolutions and the documents being the subject thereof.
At the Extraordinary General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 24th 2020 the Extraordinary General Meeting of the Company resolved to appoint Mr Mirosław Kozłowski, Deputy Chairman of the Company's Supervisory Board, as Chairman of the Company's Supervisory Board.
The resolution became effective as of its date.
Mr Mirosław Kozłowski was appointed to the Company's Supervisory Board on June 25th 2019, as announced by the Company in Current Reports No. 35/2019 and No. 36/2019 of June 25th 2019.
Brief descriptions of the newly appointed Chairman of the Supervisory Board’s educational background, qualifications, previously held positions and employment records, were provided by the Company in Current Reports No. 35/2019 and No. 36/2019 of June 25th 2019.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 24th 2020 the Extraordinary General Meeting of the Company resolved to appoint Mr Paweł Waldemar Bakun to the Company's Supervisory Board of the eight joint term of office as its Deputy Chairman.
The resolution became effective as of its date.
The Management Board also announces that the newly appointed Member of the Supervisory Board has made a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a partner or a shareholder in any competing partnership or company, or a member of a governing body of any other competing legal entity.
The representation also includes a statement that the newly appointed Member of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Brief descriptions of the newly appointed member’s educational background, qualifications, previously held positions and employment records are attached to this report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 30/2020 of May 21st 2020, No. 31/2020 of May 22nd 2020 and No. 22/2020 of February 18th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 3rd 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of the Company's subsidiary Grupa Azoty Polyolefins S.A. of Police (“GA Polyolefins”).
Following the registration, the share capital of PGA Polyolefins was increased from PLN 467,339,000 to PLN 599,283,310. Currently, the total number of shares of all issues is 59,928,331 (previously: 46,733,900). Their par value is PLN 10 per share.
As a result of the share capital increase, the number of shares held by the Company rose from 24,768,967 to 31,762,015 shares with a par value of PLN 10 per share and total value of PLN 317,620,150.
At present, the Company's interest in the share capital of GA Polyolefins is 53.00%. The other shareholder in the subsidiary is Grupa Azoty S.A.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Company’s Group for Q2 2020:
Revenue: PLN 567.0m
EBITDA: PLN 56.4m
Net profit: PLN 6.8m
The amounts presented above are estimates and may be subject to change. The
final figures will be published in the H1 2020 report on September 10th 2020.
The Company’s Management Board resolved to publish the estimated consolidated results following publication by the parent Grupa Azoty S.A. of Q2 2020 estimated consolidated financial results of the Grupa Azoty Group.
The Company’s Management Board believes this information to be material as the delivered performance significantly exceeded market expectations.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes, attached hereto, the draft resolutions and documents, relevant to the resolutions to be voted on and not published earlier, to be considered by the Extraordinary General Meeting convened for August 24th 2020.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 1,241,757,680 (paid up in full), acting pursuant to Art. 398, Art. 399.1, Art. 400.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code as well as Art. 39.1.3) of the Company’s Articles of Association, hereby convenes an Extraordinary General Meeting of the Company, to commence at 12.00 noon on August 24th 2020, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6.
The total number of shares in the Company is 124,175,768. As at the date of this notice, that is July 28th 2020, the shares confer 124,175,768 voting rights.
The Extraordinary General Meeting is being convened at the request of Grupa Azoty S.A. of Tarnów, as a shareholder representing at least one-twentieth of the Company’s share capital, submitted on July 23rd 2020 in accordance with Art. 400.1 of the Commercial Companies Code and Art. 39.1.3 of the Company’s Articles of Association. The requesting shareholder has also proposed that the following items be included on the Meeting’s agenda:
Agenda:
Right to participate in the General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at August 8th 2020, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than July 28th 2020 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than August 10th 2020 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on August 19th, August 20th and August 21st 2020. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting through a proxy
Shareholders may participate in the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the rights of a shareholder at the Extraordinary General Meeting unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, a form of electronic power of proxy is made available by the Company for downloading from https://zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1]of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 33[1]of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not need to be signed with a qualified electronic signature.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by August 3rd 2020. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia from the date of convening the Extraordinary General Meeting. Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Corporate website
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website https://zchpolice.grupaazoty.com
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Therefore, the Company states that:
a. The controller of the collected personal data is Grupa Azoty Zakłady Chemiczne Police S.A. of Police; you can contact the Company by email at ##xds.edaxrt#at#vgjeppodin.rdb## or by traditional mail at: Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1,
72-010 Police, Poland
b. For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer by email at: ##xds.edaxrt#at#vgjeppodin.rdb## or by traditional mail at: Grupa Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland;
c. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM[1], allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;
d. The Company processes (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as: the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;
e. Shareholders’ personal data may be collected by the Company from entities operating the securities depository, and from other Shareholders – with respect to the data included in powers of proxy;
f. The legal basis for the processing of your personal data by the Company is:
g. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;
h. Personal data included in the lists of shareholders, attendance lists and powers of proxy will be stored for the period of the Company’s existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; Personal data related to email contact will be stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of the Company or against the Company, not longer than six years;
i. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of a Shareholder’s identity, and failure to provide such data precludes the Shareholder from participating in the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
j. You have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; you should bear in mind that these rights are not absolute and that the applicable laws and regulations provide for certain exceptions as to when they may be exercised;
You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
[1] In particular, Art. 401, 407, 410 and 412 of the Commercial Companies Code.
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that, at its meeting held on July 20th 2020, the Company’s Supervisory Board resolved to suspend Ms Anna Tarocińska from duties as a Member of the Company’s Management Board, for valid reasons, including the need to protect the confidentiality of information, the secrecy of a prosecutorial investigation and the Company’s business secrets, in connection with proceedings conducted by the District Prosecutor’s Office in Szczecin, case No: RP I Ds. 78.2016.
The circumstances reported above have no significant impact on the Company’s situation, in particular the capacity of its governing bodies to operate, or compliance of those bodies’ composition with the applicable laws and the Company’s Articles of Association.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 29th 2020 Mariusz Kądziołka resigned from his position as Chairman and Member of the Company’s Supervisory Board, with effect from July 2nd 2020.
Mr Kądziołka did not state the reasons for his resignation, but the resignation meets a condition for his appointment to the Company’s Management Board of the 8th joint term of office as of July 3rd 2020, as announced by the Company in Current Report No. 34/2020 of May 28th 2020.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting convened for June 26th 2020, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the AGM: 78,051,500
Number of voting rights at the AGM: 78,051,500
Percentage share in voting rights represented at the AGM: 65.80%
Percentage share in total voting rights: 62.86%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the AGM: 16,299,649
Number of voting rights at the AGM: 16,299,649
Percentage share in voting rights represented at the AGM: 13.74%
Percentage share in total voting rights: 13.13%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the AGM: 15,000,000
Number of voting rights at the AGM: 15,000,000
Percentage share in voting rights represented at the AGM: 12.65%
Percentage share in total voting rights: 12.08%
Shareholder State Treasury
Number of shares at the AGM: 9,271,222
Number of voting rights at the AGM: 9,271,222
Percentage share in voting rights represented at the AGM: 7.82%
Percentage share in total voting rights: 7.47%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623, as amended)
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Annual General Meeting on June 26th 2020, together with the results of voting on the resolutions.
The documents voted on at the Annual General Meeting have been posted on the Company’s website https://zchpolice.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia, and they have also been published by the Company with its separate and consolidated full-year reports and attached to Current Reports No. 36/2020 of May 29th 2020 and No. 39/2020 of June 2nd 2020.
The proposed resolution to appoint a Supervisory Board member (item 13 of the agenda) became moot and was not voted on as no nominations of candidates had been received.
At the Annual General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Report No. 35/2020 of May 29th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 5th 2020 it received a request from the shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień (an open-end pension fund), made under Art. 401.1 of the Commercial Companies Code, to include the following item on the agenda of the Annual General Meeting convened for June 26th 2020:
“Voting on a resolution to appoint a member of the Company’s Supervisory Board.”
The shareholder has also submitted a draft resolution concerning the proposed agenda item, which is attached as an appendix to this report.
Pursuant to Art. 401.2 of the Commercial Companies Code, the Company’s Management Board announces that the agenda of the Annual General Meeting has been changed by adding item 13. The existing item 13 “Closing of the Meeting” has been renumbered as item 14.
The agenda of the Company’s Annual General Meeting convened for June 26th 2020, incorporating the change specified above, is as follows:
Agenda of the Meeting:
Legal basis: Par. 19.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 36/2020 of May 29th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), in connection with the Annual General Meeting convened for June 26th 2020 (the “AGM”), publishes, attached hereto, a document that is supplemental to the materials relating to item 10 of the agenda of the Annual General Meeting ‘Voting on a resolution on allocation of the net profit for the financial year 2019.’
The supplementary document referred to above will be published on the Company’s website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal grounds: Article 17 (1) of the MAR – confidential information
With reference to current reports no. 21/2019 of 26 April 2019, no. 57/2019 of 31 October 2019, no. 67/2019 of 22 November 2019, no. 64/2019 of 8 December 2019, no. 71/2019 of 13 December 2019, no. 77/2019 of 23 December 2019 and no. 37/2020 of 31 May 2020, the Management Board of Grupa Azoty Zakłady Chemiczne “Police” S.A. (hereinafter: the “Issuer”) would like to inform you that, on 31 May 2020, the Issuer, the Issuer’s dominant entity – Grupa Azoty S.A. (hereinafter: the “Dominant Entity”, and jointly with the Issuer - the “Original Sponsors”) and the Original Sponsors’ subsidiary – Grupa Azoty Polyolefins S.A. (hereinafter: “Polyolefins”) concluded agreements with Grupa Lotos S.A. (“Grupa Lotos”), Hyundai Engineering Co., Ltd (hereinafter: “Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (hereinafter: “KIND”, jointly with Grupa Lotos and Hyundai - the “Co-Sponsors”, and jointly with the Original Sponsors and Polyolefins - the “Parties”), concerning the terms and conditions of equity investment and subordinated debt financing (“Transaction Documentation”) in connection with Polyolefins developing an investment project known as “Polimery Police” (hereinafter: the “Project”).
The following agreements were executed as part of the Transaction Documentation: (i) an investment agreement between the Original Sponsors, Polyolefins and Grupa Lotos; (ii) a loan agreement between Polyolefins and Grupa Lotos; (iii) an investment agreement between the Original Sponsors, Polyolefins, Hyundai and KIND; (iv) a loan agreement between Polyolefins and KIND; (v) a loan agreement between the Issuer and Polyolefins; (vi) a loan agreement between the Dominant Entity and Polyolefins and (vii) a shareholders’ agreement between all the Parties.
Based on the Transaction Documentation, Grupa Lotos undertook to invest in the Project the total amount of PLN 500,000,000 (hereinafter: “Lotos’s Investment”) by: (a) contributing cash in the total amount of PLN 300,000,000 to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and (b) providing a subordinated loan to Polyolefins in the amount of PLN 200,000,000. Also, Hyundai undertook to invest a total of USD 73,000,000 in the Project (hereinafter: “Hyundai’s Investment”) by contributing cash to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and KIND undertook to invest a total of USD 57,000,000 in the Project (hereinafter: “KIND’s Investment”, and jointly with Lotos’s Investment and Hyundai's Investment - “Co-Sponsors’ Investment”) by (i) contributing cash in the amount of USD 5,000,000 to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and (ii) providing a subordinated loan to Polyolefins in the amount of USD 52,000,000.
By the date of this report, the Original Sponsors have contributed the amount of PLN 523,760,114.55 into Polyolefins as an equity contribution to cover the shares they take up in Polyolefins, namely, the Issuer has contributed PLN 304,110,784.55 and the Dominant Entity has contributed PLN 219,649,330. Based on the Transaction Documentation, the Original Sponsors additionally undertook to: (i) contribute additional equity to Polyolefins up to the maximum amount of PLN 278,545,884.65 (the Issuer’s undertaking); (ii) contribute additional equity to Polyolefins up to the maximum amount of PLN 297,046,245.70 (the Dominant Entity’s undertaking); and (ii) provide loans in the total amount of PLN 732,901,520.00, including PLN 388,437,782.00 from the Issuer and PLN 344,463,738.00 from the Dominant Entity (the “Original Sponsors’ Investment”).
The performance of the Co-Sponsors’ undertakings under the Co-Sponsors’ Investment (“Closing”) is conditional upon the fulfilment of the conditions precedent agreed in the Transaction Documentation, including, without limitation: the Initial Sponsors contributing funds to cover the Initial Sponsors’ Investment, the execution of the senior facility agreement with a syndicate of banks (“Debt Financing Agreement”) and the fulfilment of certain conditions precedent stipulated in the Debt Financing Agreement.
According to the provisions of the Transaction Documentation, the target shareholding structure of Polyolefins will be as follows: the Original Sponsors will hold a total of 64.93% of the shares, including the Issuer holding 34.41% and the Dominant Entity holding directly 30.52%; Grupa Lotos will hold 17.3% of the shares; Hyundai will hold 16.63% of the shares and KIND will hold 1.14% of the shares. These percentages will represent both the share in the Company’s share capital and the total number of votes in Polyolefins’ General Meeting.
The Parties agreed that the lock-up period in which Hyundai and KIND cannot sell shares in Polyolefins (with certain exceptions) will continue until the lapse of 3 years from the Project completion date, and in the case of Lotos – until the full repayment of the debt under the Debt Financing Agreement, but no longer than until 15 December 2035. The Parties also agreed a procedure for the sale by the Co-Sponsors of shares in Polyolefins after the expiry of the agreed lock-up periods.
Under the Transaction Documentation, the Original Sponsors may conduct a public offering after the expiry of the lock-up period. Also, the Parties agreed on a put option for Hyundai and KIND to sell to the Original Sponsors, and a call option for the Original Sponsors to buy from Hyundai, in each case in relation to Polyolefins shares with a total value (calculated on the basis of the price originally paid by Hyundai and KIND for such shares) not exceeding USD 70,000,000, for the same amount expressed in USD, in the case of the put option – additionally reduced by all dividends paid to Hyundai and KIND. The Parties agreed that the options will expire on 31 December 2035, at the latest.
In the shareholders’ agreement, the Parties agreed the rules of corporate governance in Polyolefins. Under the shareholders’ agreement, the Management Board of Polyolefins will consist of 1 to 5 members elected by the Supervisory Board for a co-extensive 3-year term of office. The person nominated by the Original Sponsor holding the greater number of shares should be appointed by the Supervisory Board as President of the Management Board of Polyolefins. The Polyolefins Supervisory Board will consist of 5 to 7 members elected for a co-extensive 3-year term of office. Members of the Supervisory Board will be appointed as follows: the Original Sponsor holding the greater number of shares has the right to appoint 2 to 3 members of the Supervisory Board, including the Vice-Chairman of the Supervisory Board, and the Original Sponsor holding the smaller number of shares has the right to appoint 1 to 2 members of the Supervisory Board, including the Chairman of the Supervisory Board. As long as Grupa Lotos holds at least 3% of the shares in Polyolefins, Grupa Lotos will have the right to appoint one member of the Supervisory Board. As long as Hyundai and KIND jointly hold at least 3% of the shares in Polyolefins, Hyundai and KIND will have the right to jointly appoint one member of the Supervisory Board. Also, the Parties have agreed a list of reserved matters requiring the consent of the Supervisory Board, including those that require the affirmative votes of the members appointed by the Co-Sponsors. The shareholders’ agreement also defines the list of matters reserved for the decision of the General Meeting requiring a qualified majority of 83% of the affirmative votes at the General Meeting. The list of reserved matters does not differ from the market standards adopted for transactions of this kind. The Parties have also agreed the rules of voting on the individual matters.
The Transaction Documentation provides for liquidated damages for breaching the essential contractual provisions, including both liquidated damages due from the Initial Sponsors and those reserved for the Initial Sponsors or Polyolefins, typical for this type of transaction. The amount of liquidated damages depends on the significance of a given breach. Individual agreements concluded as part of the Transaction Documentation establish the maximum liability for most of the obligations of the Original Sponsors and Polyolefins towards the Co-sponsors, typical for this type of transactions.
Based on the Transaction Documentation, until the Closing date, Grupa Lotos, Hyundai and KIND have the right to withdraw from the Transaction if an event or circumstances occur that have or may have a material adverse impact on, inter alia, the Project or the financial condition of Polyolefins and make it impossible to implement the Project on the agreed terms.
The Issuer will provide information about the subsequent stages of equity financing of the Project, including the Closing, in separate current reports.
Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).
Legal grounds: Article 17 (1) of the MAR – confidential information
The Management Board of Grupa Azoty Zakłady Chemiczne “Police” S.A. (hereinafter: the “Issuer”) would like to inform you that on 31 May 2020, the Issuer’s and Grupa Azoty S.A.’s subsidiary – Grupa Azoty Polyolefins S.A. (hereinafter: “Polyolefins”) signed a facilities agreement for the purpose of obtaining senior debt financing necessary for Polyolefins to implement the “Polimery Police” project (“Project”).
The facilities agreement was executed between Polyolefins and a consortium of financial institutions consisting of: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A. (the bank coordinating the Project financing transaction), BNP Paribas Bank Polska S.A., the European Bank for Reconstruction and Development, Industrial and Commercial Bank of China (Europe) S.A. Poland Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, Santander Bank Polska S.A. (“Consortium”) and ICBC Standard Bank PLC (“Facilities Agreement”).
The Facilities Agreement provides for the granting of the following credit facilities by the Consortium:
a) a EUR term loan facility in the maximum amount of EUR 487,800,000, which will be used in particular for financing or refinancing the Project costs during construction stage. The final maturity date is 29 November 2030, provided that, after the fulfilment of the conditions stipulated in the Facilities Agreement, it may be extended until 15 December 2035. The facility bears interest at a variable rate based on the EURIBOR reference rate;
b) a USD term loan facility in the maximum amount of USD 537,700,000, which will be used in particular for financing or refinancing the Project costs during construction stage. The final maturity date is 29 November 2030, provided that, after the fulfilment of the conditions stipulated in the Facilities Agreement, it may be extended until 15 December 2035. The facility bears interest at a variable rate based on the LIBOR reference rate;
c) a working capital VAT facility in the maximum amount of PLN 150,000,000, which will be used for financing or refinancing of payments of VAT on the Project costs during construction stage. The final maturity date has been agreed as the day falling 6 (six) months after the actual Project completion date, but no later than 30 November 2024. The facility bears interest at a variable rate based on the WIBOR reference rate;
d) a working capital loan facility in the maximum amount of USD 180,000,000, the purpose of which is to finance or refinance Polyolefins’ operating expenses and working capital. The final maturity date has been agreed as the day falling 5 (five) years after the financial close, but no later than 29 November 2025. The facility bears interest at a variable rate based on the LIBOR reference rate;
The basic security of the credit facilities includes, without limitation: a mortgage on Polyolefins’ rights to real estate (owned or held on perpetual usufruct), registered pledges on all assets and rights owned by Polyolefins, registered and financial pledges on receivables from Polyolefins’ bank accounts, registered and financial pledges on all shares in Polyolefins held by Polyolefins’ shareholders (including the Issuer), declarations of submission to voluntary enforcement and security assignments.
Additionally, in connection with the Facilities Agreement, the Issuer and Grupa Azoty S.A. entered into an agreement with Polyolefins and Bank Polska Kasa Opieki S.A. (acting as the facility agent and the security agent) concerning a guarantee to provide a support loan (in the form of a subordinated loan) in the amount of EUR 105,000,000, the main purpose of which is to cover the potential liquidity shortfall, construction cost overruns, operating expenses and debt service costs in the operating period.
Disbursement of funds under the Facilities Agreement will occur after the fulfilment of the conditions precedent stipulated in the Facilities Agreement.
The Management Board would also like to inform you that all corporate consents necessary to sign the Facilities Agreement have been obtained.
The Issuer will provide information about the subsequent stages of senior debt financing of the Project, including the financial closing, in separate current reports.
Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 32/2019 of May 27th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) announces that on May 28th 2020 the Company’s Supervisory Board approved the recommendation made by the Company’s Management Board to the Annual General Meeting to allocate the entire net profit for the financial year 2019, in the amount of PLN 60,486,786.64, to the Company’s statutory reserve funds.
A final decision on the allocation of profit for the financial year 2019 will be made by the Company’s Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 27th 2020 the Company’s Management Board passed a resolution to allocate the Company’s entire net profit for the financial year 2019, of PLN 60,486,786.64, to the Company’s reserve funds.
The Company’s Management Board recommends that the total net profit for 2019 be left with the Company. The retained profit will serve as security for the planned investment projects – in particular, it will finance the Company’s contribution in the Polimery Police project.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to allocate the 2019 net profit.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 15/2020 of January 24th 2020, No. 22/2020 of February 18th 2020, and No. 30/2020 of May 21st 2020, Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") announces that on May 22nd 2020, in connection with Resolution No. 4 of the Company’s Extraordinary General Meeting of January 24th 2020, the Company’s Supervisory Board gave its consent to the execution of an agreement to acquire 6,993,048 new shares in Grupa Azoty Polyolefins S.A. (“GA Polyolefins”) as part of the issue of Series F registered shares in GA Polyolefins for an issue price of PLN 47.90 per share, i.e. for a total amount of PLN 334,966,999.20.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 15/2020 of January 24th 2020 and No. 22/2020 of February 18th 2020, Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company") announces that on May 21st 2020, in connection with Resolution No. 4 of the Company’s Extraordinary General Meeting of January 24th 2020, the Company’s Management Board passed a resolution to acquire 6,993,048 new shares in Grupa Azoty Polyolefins S.A. (“GA Polyolefins”) as part of the issue of Series F registered shares in GA Polyolefins for an issue price of PLN 47.90 per share, i.e. for a total amount of PLN 334,966,999.20.
In order to implement the resolution, the Management Board will request the Supervisory Board to grant its consent for the above actions.
Currently, the Company holds directly 53% of shares in GA Polyolefins, while 47% of the shares are held by Grupa Azoty S.A.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.1 of the Act on Public Offering
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 20th 2020 the Company received a notification from Agencja Rozwoju Przemysłu S.A. (“ARP”), given under Art. 69.1.1 and Art. 69.2.1.a) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623) (the “Act”), that in connection with the placed share subscription order and registration of an increase in the Company’s share capital ARP’s shareholding in the Company and its share in the total voting rights at the Company’s General Meeting exceeded the 10% threshold.
Following registration of the share capital increase, the Company’s share capital amounts to PLN 1,241,757,680 and consists of 124,175,768 shares, and ARP holds in aggregate 16,299,649 (sixteen million, two hundred and ninety-nine thousand, six hundred and forty-nine) shares in the Company, carrying the same number of voting rights. The Company shares held by ARP represent 13.13% of the Company’s share capital and total voting rights.
The text of the notification is attached as an appendix hereto.
Legal basis: Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on April 27th 2020 the Company’s Supervisory Board passed a resolution to remove Mr Włodzimierz Zasadzki from the position of Management Board member.
Mr Włodzimierz Zasadzki served as Vice President of the Company's Management Board of the 8th joint term of office. The resolution to remove the Management Board member took effect as of its date.
Legal basis: Par. 5.4 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005
Further to Current Report No. 2/2020 of January 3rd 2020 and following the receipt and approval of a statement of all costs from the entities involved in the preparation and carrying out of the Offering, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces the following information:
12. Total costs classified as issue costs, including the following items: (a) costs of preparing and carrying out the offering; (b) underwriting fees, separately for each underwriter; (c) costs of preparing the issue prospectus, including costs of advisory services; (d) costs of promoting the offering; including methods of accounting for those costs in accounting records and their recognition in the issuer’s financial statements:
Total costs classified as issue costs amounted to PLN 5,352 thousand and included:
a) cost of preparing and carrying out the offering: PLN 3,756 thousand,
b) underwriting fees (separately for each underwriter): not applicable,
c) costs of preparing the issue prospectus, including costs of advisory services: PLN 1,558 thousand,
d) costs of promoting the offering: PLN 38 thousand.
The issue costs of PLN 5,196 thousand were disclosed in the Company’s financial statements under equity, as a reduction of the share premium. The remaining PLN 156 thousand was recognised as operating expenses under general and administrative expenses.
Recognition of the costs in the Company’s financial statements corresponds to accounting for those costs in the Company’s accounting records.
13. Average cost of issue per share subscribed for:
Average cost of issue per share subscribed for: PLN 0.11
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the Prospectus Based Offering constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Prospectus Based Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw (https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act.There will be no public offering of the securities in the United States.
Neither the Company nor any of its subsidiaries and other related entities accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Art. 56.1.2.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, in conjunction with Par. 16.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018.
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the non-financial report for 2019 covering Grupa Azoty Zakłady Chemiczne Police S.A. and the Grupa Azoty Zakłady Chemiczne Police Group was prepared by the higher-tier parent Grupa Azoty S.A. in accordance with Art. 69.5 of the Accounting Act and is available from the Investor Relations/Non-financial information section of the Company’s website at http://zchpolice.grupaazoty.com/.
Legal basis: Par. 5.11 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
Further to Current Report No. 10/2020 of January 21st 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that the release date for the 2019 separate and consolidated full-year reports has been changed. The reports will be released on April 8th 2020, instead of April 1st 2020.
Given the above, the Management Board announces that in 2020 periodic reports will be released as per the following updated schedule:
Legal basis:
Par. 80.2 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
In line with the recommendations of the European Securities and Markets Authority (ESMA) and the Polish Financial Supervision Authority, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby discloses information on the current situation of the Company and its Group in relation to the continuing effects of the spread of the SARS-CoV-19 coronavirus causing the COVID-19 infectious disease (“COVID-19”).
The Company’s Management Board is keeping track of the developments around the COVID-19 pandemic and its unfolding impact on the Company’s and its Group’s business. In order to limit, in so far as possible, any disruptions to their operations, the Company and other Group companies have implemented procedures to ensure prompt response by the relevant services. In addition, the Company has issued instructions to minimise the risk of infection to employees. For the time being, the Company and its Group have not recorded any major declines in sales volumes, any disruptions in the supply chains of feedstock, materials and services, or increased sick absence rates among staff that would interfere with the continuity of production.
The Company is focused on identifying risks associated with the epidemic threat in order to take preventive measures sufficiently in advance. Accordingly, it has identified potential risk areas related to the COVID-19 pandemic that can materially affect its future financial performance. These risks include:
Possible risks of sales disruption by segments:
Fertilizers
No decline in fertilizer demand has been recorded as at the date of this report. Negative implications of the virus crisis may potentially affect export sales. However, any decline in sales to foreign customers may be offset by falling imports resulting in an increased volume of domestic sales.
The downscaling of transport activity is reflected in lower purchases of fuel and fuel additives reducing exhaust emissions (such as NOXy®). The NOXy® distributors are beginning to report problems with the fulfilment of contracts, especially in the case of exports.
Pigments
The current situation is having an adverse impact on the pigments market in Europe. Italy has been the first country to mandate a complete shutdown of the industrial sectors not related to public security. As at the time of issuing this report, it is impossible to sell titanium white on the Italian market. There are reasonable concerns that similar restrictions will be introduced by France and Germany. No clear forecasts are available – on the one hand a decline in demand is expected, but on the other demand could rise due to constrained supply from China.
The above assessment has been prepared based on the Company’s best knowledge as at the date of this current report. However, the actual magnitude of future effects of the COVID-19 outbreak and its impact on the Company’s business is currently unknown and cannot be estimated, as it depends on fast-changing factors that are beyond the Company’s control.
Therefore, it is not yet possible to reliably determine the impact of the COVID-19 pandemic on the Company’s operations, business metrics, prospects and financial condition, including the delivery of investment projects by the Company or other entities of its Group. In the near term, however, it cannot be ruled out that the risk of a significant adverse impact of COVID-19 on the Company’s and its Group’s business may escalate.
Any new developments that may meaningfully change the Company’s economic condition or significantly affect its current or future financial performance will be communicated in further current reports.
Legal basis:
Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting (the “EGM”) convened for February 17th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage shares in the voting rights represented at the EGM and in total voting rights.
Shareholder: Grupa Azoty S.A.
Number of shares at the EGM – 78,051,500
Number of voting rights at the EGM – 78,051,500
Percentage share in voting rights represented at the EGM – 100%
Percentage share in total voting rights – 62.86%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623, as amended)
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 15/2020 of January 24th 2020, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on February 18th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), a subsidiary of the Company, resolved to increase the share capital of GA Polyolefins by PLN 131,944,310.00 (one hundred and thirty-one million, nine hundred and forty-four thousand, three hundred and ten złoty) through an issue of 13,194,431 (thirteen million, one hundred and ninety-four thousand, four hundred and thirty-one) new Series F registered shares with a par value of PLN 10 (ten złoty, 00/100) per share. The issue price of each Series F share shall be PLN 47.90 (forty-seven złoty, 90/100).
The new shares will be taken up by way of a private placement by:
The Issuer, which will acquire 6,993,048 (six million, nine hundred and ninety-three thousand, forty-eight) shares;
Grupa Azoty S.A., which will acquire 6,201,383 (six million, two hundred and one thousand, three hundred and eighty-three) shares.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, a draft resolution not to consider item 6 of the agenda and to close the meeting, submitted by Grupa Azoty S.A., a shareholder of the Company, during the Extraordinary General Meeting held on February 17th 2020.
The Management Board also publishes, attached hereto, the resolutions passed by the Extraordinary General Meeting on February 17th 2020, together with the results of voting on the resolutions.
Legal basis: Par. 19.1.4 and Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) presents below its answers to questions asked by shareholders in accordance with Art. 428.1 of the Commercial Companies Code during the Extraordinary General Meeting held on January 24th 2020. The answers were provided pursuant to Art. 428.5 of the Commercial Companies Code.
Aware of how important it is that shareholders have access to information on the Company’s operations, the Company’s Management Board fulfils the disclosure requirements of a public company, acting with utmost care and in compliance with applicable laws and regulations. Compliance with the market communication policy and ensuring the shareholders’ access to all information necessary to make investment decisions are among the Company’s priorities, as they ensure transparency of the Company’s operations, as well as broad and equal access to information.
Question 1
Why does the Grupa Azoty Management Board continue to increase the share capitals of various Group companies in order to finance the investment project implemented by Grupa Azoty Polyolefins?
Answer:
Proceeds raised by Grupa Azoty Zakłady Chemiczne Police S.A. from the issue of Series C shares will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, particularly to diversify revenue streams and increase profitability, and to step up its efforts to expand non-fertilizer business lines. The key task in this respect is execution of the Polimery Police project by Grupa Azoty Polyolefins S.A. ( “Polyolefins”), a special purpose vehicle in which the Company and Grupa Azoty S.A. (the “Parent”) hold, respectively, a 53% and a 47% interest.
Question 2
Who will acquire shares in Grupa Azoty Polyolefins besides Grupa Azoty Group companies?
Answer:
Following the Extraordinary General Meeting of January 24th 2020, the Company released Current Report No. 15/2020 to announce that the Extraordinary General Meeting passed Resolution No. 4 to approve the acquisition of shares in Polyolefins’ increased share capital. Pursuant to Resolution No. 4, Polyolefins’ share capital is to be increased through contribution of a total amount of PLN 632,013.244.90. The Company is to contribute up to PLN 334,968,000.
Furthermore, in connection with the Parent’s Extraordinary General Meeting convened for February 17th 2020, Current Report No. 5/2020 was published containing draft resolutions to be considered by the Extraordinary General Meeting. In accordance with the draft resolution to approve the acquisition of shares in the increased share capital of Polyolefins, the Extraordinary General Meeting of the Parent intends to approve the Parent’s financial participation in an amount of up to PLN 297,047,000.
At present, the Company and the Parent hold, respectively, 53% and 47% of shares in Polyolefins. The above resolutions passed by the Extraordinary General Meetings of the Company and of the Parent will allow the two companies to acquire such number of shares in Polyolefins as is sufficient to maintain their equity interests in Polyolefins at the current level. Accordingly, no plans are in place for other entities to acquire any shares in Polyolefins as part of the current share issue. In connection with agreements signed with Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation (Current Report No. 49/2019 and Current Report No. 77/2019) and Grupa LOTOS S.A. (Current Report No. 71/2019), further issues of Polyolefins shares are planned to raise cash contributions from those external investors to secure the equity finance needed to finalise the financing structure for the Polimery Police project. The timing of a share issue intended for external investors depends on execution of final transaction documents and fulfilment of the agreed conditions precedent for the project.
Question 3
Will the State Treasury provide loan guarantees for the project? If not, why not?
Answer:
The State Treasury allocated funds to the project under an investment agreement of December 5th 2019 (the “Investment Agreement”), as announced by the Company in Current Report No. 68/2019.
The Investment Agreement was signed in connection with the issue of new Series C shares offered by the Company in a public offering, with existing shareholders holding pre-emptive rights. Under the Investment Agreement, the State Treasury acquired 5,513,722 Series C shares issued by the Company in exercise of the State Treasury’s pre-emptive rights, for a total price of PLN 56,239,964.40 paid from the Reprivatisation Fund.
The Company undertook towards the State Treasure to allocate all these funds to the implementation of the Polimery Police project by Polyolefins. The Investment Agreement sets out the rules governing the use of the funds and the consequences of breaching those rules as well as covenants and warranties of the Company related to transferring the funds, reporting and accounting obligations in respect of the funds and the State Treasury’s control powers.
The Company’s principal obligations are disclosed in Current Report No. 68/2019, which is available on the Company’s website. The State Treasury is not planning any further participation in the financing of the Polimery Police project.
Question 4
A contract to build the plant has already been signed. Has Grupa Azoty Polyolefins signed credit facility agreements for the project?
Answer:
The Polimery Police project is implemented on a project finance basis using equity finance and bank debt with limited recourse to Polyolefins shareholders. The finance is raised through: (i) equity capital in the form of share capital contributions and subordinated loans, and (ii) bank debt, with equity financing of not less than 40% and debt financing of not more than 60%.
On December 13th 2019, the Company, the Parent and Polyolefins signed an initial term sheet with Grupa LOTOS S.A. setting out the terms of equity investment and financing for the Polimery Police project. On December 23rd 2019, the Company, the Parent and Polyolefins signed with Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation an amended term sheet providing the terms of equity investment and financing for the Polimery Police project. For detailed information on those agreements, see the Company’s Current Report No. 71/2019 and Current Report No. 77/2019.
Polyolefins is holding negotiations with a syndicate of Polish and foreign financial institutions. Commitment letters have been signed with some of those institutions confirming submission of quotes approved by their respective credit committees. Polyolefins is also holding negotiations with other institutions. The total amount offered by the financial institutions will fully cover the Company’s senior debt financing requirements. Execution of the credit facility agreements will be announced by the Company in current reports.
Question 10
What costs has the Company incurred so far to increase its share capital?
Answer:
As at the date hereof, the Company has no information on the final accounting for the issue costs. The final amount of those costs will be publicly disclosed in a current report after a statement of costs has been received from the entities involved in the preparation and carrying out of the offering of Series C shares in the Company and all such costs have been approved.
No answers were provided by the Management Board to the other questions asked by a shareholder as they concerned matters not included in the agenda of the Extraordinary General Meeting of January 24th 2020. Pursuant to Art. 428.1 of the Commercial Companies Code, “at the General Meeting, the Management Board is required to provide shareholders – at their request – with information on the company, if such information is needed to assess a matter included in the agenda.” Thus, a shareholder may request information on the company only if such information is needed to assess a matter included in the agenda (the right to information at the general meeting). The right to information applies specifically to matters which are included in the agenda, provided that such right is not excluded pursuant to Art. 428.2 of the Commercial Companies Code.
Moreover, having regard to our policy of open communication, we would like to point out that all important information on the Company’s corporate decisions and other events related to the issue of Series C shares by the Company as well as the implementation of the Polimery Police project is promptly published by the Company in its current reports in compliance with applicable laws.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 13/2020 of January 21st 2020, in connection with the Extraordinary General Meeting convened for February 17th 2020 (the “EGM”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the text of a document supplementing the materials pertaining to item 6 of the EGM agenda: ‘Voting on a resolution to consent to the provision by Grupa Azoty Zakłady Chemiczne Police S.A. to Grupa Azoty Polyolefins S.A.’, a company implementing the Polimery Police project, of long-term loans subordinated to Grupa Azoty Polyolefins S.A.’s planned senior debt financing.
The supplementary document referred to above will be published on the Company’s website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on
January 29th 2020 it was notified that on that day the Management Board of the Warsaw Stock Exchange (“WSE”) passed Resolution No. 66/2020 on admission and introduction of Series C ordinary bearer shares in GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A. to trading on the main market of the WSE, by which the WSE Management Board resolved to admit 49,175,768 Series C ordinary bearer shares in the Company, with a par value of PLN 10.00 per share, to trading on the main market, and to introduce 49,175,768 Series C ordinary bearer shares to trading on the main market as of January 31st 2020, on the condition that on January 31st 2020 the Central Securities Depository of Poland registers the shares and assigns them code PLZCPLC00036.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any published supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis:
Legal basis: Par. 17.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 28th 2020 it was notified that the Central Securities Depository of Poland (the „CSDP”) issued Statement No. 56/2020 on registration with the securities depository maintained by the CSDP of 49,175,768 (forty-nine million, one hundred and seventy-five thousand, seven hundred and sixty-eight) Series C ordinary bearer shares in the Company, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 on increasing the Company’s share capital by way of an issue of new shares with pre-emptive rights, conducting a public offering of new shares, setting November 7th 2019 as the record date for pre-emptive rights in respect of the new shares, converting into book-entry form and seeking the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amending the Company’s Articles of Association, and on assigning ISIN code PLZCPLC00036 to the shares, provided that the Warsaw Stock Exchange (the “WSE”) makes a decision to introduce the shares to trading on the regulated market on which other Company shares assigned the same ISIN code are already listed.
The Series C ordinary bearer shares in the Company will be registered with the securities depository maintained by the CSDP within three days from receipt by the CSDP of the decision to introduce these shares to trading on the regulated market on which other Company shares assigned the ISIN code specified above are already listed, but in no case earlier than on the date specified in that decision as the date of introducing these shares to trading on that regulated market.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any published supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis:
Legal basis: Par. 17.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Act on Public Offering –
Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”)
publishes a list of shareholders holding 5% or more of total voting rights at
the Company’s Extraordinary General Meeting (the “EGM”) convened for January
24th 2020, specifying the number of votes conferred by the shares held by each
shareholder, and their percentage shares in the voting rights represented at
the EGM and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM – 49,500,000
Number of voting rights at the EGM – 49,500,000
Percentage share in voting rights represented at the EGM – 68.70%
Percentage share in total voting rights – 66.00%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 12,185,000
Number of voting rights at the EGM – 12,185,000
Percentage share in voting rights represented at the EGM – 16.91%
Percentage share in total voting rights – 16.25%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM – 6,607,966
Number of voting rights at the EGM – 6,607,966
Percentage share in voting rights represented at the EGM – 9.17%
Percentage share in total voting rights – 8.81%
Shareholder State Treasury
Number of shares at the EGM – 3,759,356
Number of voting rights at the EGM – 3,759,356
Percentage share in voting rights represented at the EGM – 5.22%
Percentage share in total voting rights – 5.01%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions
Governing the Introduction of Financial Instruments to Organised Trading, and
Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623,
as amended)
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the „Company”) publishes, attached to this Current Report, a draft resolution to grant consent to the subscription for shares in the increased share capital of Grupa Azoty Polyolefins S.A., submitted by Grupa Azoty S.A., a shareholder of the Company, during the Extraordinary General Meeting held on January 24th 2020.
The Management Board also publishes, attached hereto, the resolutions passed by the Extraordinary General Meeting on January 24th 2020, together with the results of voting on the resolutions.
Legal basis: Par. 19.1.4 and Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 81/2019 of December 27th 2019, in connection with the Extraordinary General Meeting convened for January 24th 2020 (the “EGM”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the text of a document supplementing the materials pertaining to item 6 of the EGM agenda: ‘Resolution to grant consent to the subscription for shares in the increased share capital of Grupa Azoty Polyolefins S.A.’.
The supplementary document referred to above will be published on the Company’s website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes, attached hereto, the draft resolutions to be considered by the Extraordinary General Meeting convened for February 17th 2020.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 1,241,757,680 (paid up in full), acting pursuant to Art. 398, Art. 399.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code as well as Art. 39.1.1) of the Company’s Articles of Association, hereby convenes an Extraordinary General Meeting of the Company, to commence at 11.00 am on February 17th 2020, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6.
The total number of shares in the Company is 124,175,768. As at the date of this notice, that is January 21st 2020, the shares confer 124,175,768 voting rights.
Agenda of the Meeting:
Right to participate in the Extraordinary General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at February 1st 2020, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than January 21st 2020 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than February 3rd 2020 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00 am and 3.00 pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on February 12th, February 13th and February 14th 2020. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish, for downloading, a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by January 27th 2020. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communication
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Additionally, draft resolutions and documents to be discussed at the General Meeting, relevant to the resolutions to be voted on and not published earlier, will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com
INFORMATION ON PERSONAL DATA PROTECTION
IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING
OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary Annual General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Accordingly, the Company states that:
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 21st 2020 it was notified of a decision issued by the Polish Office of Competition and Consumer Protection (UOKiK) clearing the proposed concentration whereby the Company’s parent –Grupa Azoty S.A., Hyundai Engineering Co., Ltd., Korea Overseas Infrastructure & Urban Development Corporation and Grupa LOTOS S.A. would establish a joint venture operating under the name of Grupa Azoty Polyolefins S.A. This satisfies one of the conditions precedent under the initial term-sheets, as announced by the Company in Current Report No. 71/2019 of December 13th 2019 and Current Report No. 77/2019 of December 23rd 2019.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. hereby announces the release dates for periodic reports in the 2020 financial year:
1. First and third quarter interim results:
2. Half-year interim results:
3. Full-year results:
The Management Board further announces that, as permitted under Par. 62.1 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757) (the “Regulation”), the Company will not issue separate quarterly reports. The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.
Further, the Company will not issue separate or consolidated quarterly reports for Q4 2019 and for Q2 2020, as permitted under Par. 79.2 of the Regulation.
Also, as permitted under Par. 62.3 of the Regulation, it will not release a separate (non-consolidated) half-year report.
Legal basis: Par. 80.1 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information.
Further to Current Report No. 5/2020 of January 13th 2020 on registration of a share capital increase and amendments to the Articles of Association, the Management Board of Grupa Azoty Chemiczne Police S.A. (the “Company”) announces that on January 16th 2020 the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association, incorporating the amendments adopted by Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 and Resolution No. 4 of the Company’s Extraordinary General Meeting of November 7th 2019.
The amendments to the Articles of Association came into force on the date of their registration by the registry court, as announced by the Company in Current Report No. 5/2020 of January 13th 2020, presenting a detailed description of the amendments to the Articles of Association.
The consolidated text of the Articles of Association, adopted by the Company’s Supervisory Board, is attached to this report.
Legal basis: Par. 5.1 in conjunction with Par. 6.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.1 of the Act on Public Offering
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 15th 2020 the Company received a notification from Powszechne Towarzystwo Emerytalne PZU S.A., acting on behalf of Otwarty Fundusz Emerytalny PZU Złota Jesień (“OFE PZU), made under Art. 69.1.2 and Art. 69.2.1(a) in conjunction with Art. 69a.1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623) (the “Act”) stating that following registration of an increase in the Company’s share capital, OFE PZU’s equity interest and share of total voting rights in the Company has decreased by more than 2%.
Following registration of the share capital increase, the Company’s share capital amounts to PLN 1,241,757,680 and consists of 124,175,768 shares, and OFE PZU holds in aggregate 16,092,034 (sixteen million, ninety-two thousand, six hundred and thirty-four) shares in the Company, carrying the same number of voting rights. The Company shares held by OFE PZU represent 12.96% of the Company’s share capital and total voting rights.
The text of the notification is attached as an appendix hereto.
Legal basis: Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Art. 70.1 of the Public Offering Act
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) hereby announces that on January 14th 2020 the Company received a notification from Grupa Azoty S.A., served pursuant to Art. 69.2.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623)(the “Act”), to the effect that after an increase in the Company’s share capital was registered in the National Court Register by the competent registry court on January 10th 2020, Grupa Azoty S.A.’s interest in the Company’s share capital and total voting rights decreased by 3.14%, i.e. from 66% to 62.86%. Following the registration, the Company’s share capital amounts to PLN 1,241,757,680 and is divided into 124,175,768 shares.
The text of the notification is attached as an appendix hereto.
Legal basis: Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Article 19(3) of MAR – Notification of transactions executed by persons discharging managerial responsibilities
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 14th 2020 the Company received from Grupa Azoty S.A. – a person closely associated with the President of the Company’s Management Board Wojciech Wardacki – a notification (the “Notification”) of transactions referred to in Article 19(1) of the Market Abuse Regulation (“MAR”), submitted in connection with the registration of an increase in the Company’s share capital.
The text of the notification is attached as an appendix hereto.
Legal basis: Article 19(3) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register registered: (i) an increase in the Company’s share capital from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Company with a par value of PLN 10.00 per share, issued pursuant to (i) Resolution No. 4 of the Extraordinary General Meeting of the Company on increasing the Company’s share capital through a rights issue, public offering of new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of new shares, conversion into book-entry form and seeking admission of pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, amending the Company’s Articles of Association, and authorising the Supervisory Board to adopt a consolidated text of the Company’s Articles of Association; and (ii) amendments to the Company’s Articles of Association resulting from the resolutions passed by the Extraordinary General Meeting of November 7th 2019 and September 23rd 2019 and the representation of the Company’s Management Board of December 24th 2019 (the “Articles of Association”).
As at the date of this Current Report, the Company’s share capital following the registration of the share capital increase amounts to PLN 1,241,777,680 and is divided into 124,175,768 shares with a par value of PLN 10.00, including:
1. 60,000,000 Series A shares,
2. 15,000,000 Series B shares, and
3. 49,175,768 Series C shares.
The total number of voting rights attached to all outstanding shares is 124,175,768 (one hundred and twenty-four million, one hundred and seventy-five thousand, seven hundred and sixty-eight).
Below, the Company’s Management Board presents the amendments made to the Articles of Association in connection with the share capital increase. The other amendments to the Articles of Association are presented in an appendix to this Report.
1. Art. 6 of the Company’s Articles of Association, reading:
The Company’s share capital shall amount to PLN 750,000,000,00 (seven hundred and fifty million złoty).
shall be amended to read as follows:
The Company’s share capital shall amount to PLN 1,241,777,680 (one billion, two hundred and forty-one million, seven hundred and fifty-seven thousand, six hundred and eighty złoty).
2. Art. 7 of the Company’s Articles of Association, reading:
The Company’s share capital shall be divided into 75,000,000 shares (seventy-five million) shares with a par value of PLN 10.00 (ten złoty) per share, comprising:
1) Series A shares numbered from 000 000 001 to 060 000 000,
2) Series B shares numbered from 060 000 001 to 075 000 000.
shall be amended to read as follows:
The Company’s share capital shall be divided into 124,175,768 (one hundred and twenty-four million, one hundred and seventy-five thousand, seven hundred and sixty-eight) shares with a par value of PLN 10 (ten złoty) per share, comprising:
a) Series A shares numbered from 000 000 001 to 060 000 000,
b) Series B shares numbered from 060 000 001 to 075 000 000,
3) Series C shares numbered from 075 000 001 to 124 175 768.
The legal basis for issuing this Current Report is Art. 56.1.2.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, in conjunction with Par. 5.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the Prospectus Based Offering constitutes, along with any additionally published notices, updates and supplements thereto, the only legally binding document containing information on the Company and the Prospectus Based Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/)) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Art. 70.1 of the Act on Public Offering
Further to Current Report No. 79/2019 of December 27th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 9th 2020 the Company received from Grupa Azoty S.A. a correction of the notification given on December 27th 2019 under Art. 69b.1.2 in conjunction with Art. 69.2.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2019, item 623, as amended) (the “Act”).
According to the corrected notification, on December 23rd 2019 the Company made an allotment of Series C ordinary bearer shares in the Company, following which Grupa Azoty S.A. acquired, in the exercise of its pre-emptive rights, allotment certificates for Series C shares. The allotment certificates for Series C shares will be converted into Series C shares after registration of the increase in the Company’s share capital.
Prior to the allotment of Series C shares and acquisition of the allotment certificates for Series C shares, Grupa Azoty S.A. held 49,500,000 Company shares and voting rights at its General Meeting, representing 66.00% of the share capital and total voting rights in the Company.
The number of allotment certificates for Series C shares acquired by Grupa Azoty S.A. is 28,551,500, which, following the exercise of rights under allotment certificates for Series C shares, would represent, in accordance with the corrected notification from Grupa Azoty S.A., 38.07% of the Company’s share capital and of the total voting rights at its General Meeting as at the date of correction of the notification.
According to the corrected notification, after the conversion of the allotment certificates into Series C shares, the total future number of voting rights will be 78,051,500, representing 104.07% of the Company’s share capital and of the total voting rights at its General Meeting as at the date of correction of the notification.
According to the corrected notification, following registration of the increase in the Company’s share capital and conversion of allotment certificates for Series C shares into Series C shares, Grupa Azoty S.A.’s percentage share of the Company’s share capital and total voting rights will decrease as the total number of Series C shares allotted as part of the subscription is 49,175,768, of which Grupa Azoty S.A. will notify the Company in a separate notification, after the increase in the Company’s share capital is registered.
The text of the notification is attached as an appendix hereto.
Legal basis: Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Art. 17.1 of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 9th 2020 the Company executed an ilmenite purchase agreement (the “Agreement”) with Titania AS of Hauge i Dalane, Norway (the seller).
The Agreement has an estimated value of PLN 168,000,000.00, and was executed for a definite term, from January 1st 2020 to December 31st 2022. Under the Agreement, ilmenite will be delivered according to an agreed delivery schedule and commercial terms.
The other terms of the Agreement do not differ from standard terms used in agreements of this type. The Agreement does not provide for any contractual penalties.
Information on execution of the Agreement was classified as inside information by the Company because it refers to securing long-term supply of ilmenite, key raw material for production of titanium white.
Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, in conjunction with Par. 16.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018.
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), following the closing of subscription for and allotment of 49,175,768 Series C ordinary bearer shares with a par value of PLN 10.00 per share (“Offer Shares”) issued pursuant to Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 on increasing the Company’s share capital by way of an issue of new shares with pre-emptive rights, conducting a public offering of new shares, setting November 7th 2019 as the record date for pre-emptive rights in respect of the new shares, converting into book-entry form and seeking the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amending the Company’s Articles of Association (i) by way of a public offering based on the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019 and (ii) by way of an offering which did not require the preparation of a prospectus in accordance with Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (jointly the “Offering”), hereby publicly announces what follows:
Any capitalised terms not otherwise defined herein have the meanings assigned to them in the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019.
1. Opening and closing of subscription:
Opening and closing dates for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and as Additional Subscription Orders:
Opening of subscription – November 12th 2019
Closing of subscription – December 9th 2019
Opening and closing dates for accepting subscription orders submitted in response to the Management Board’s invitation:
Opening of subscription – December 23rd 2019
Closing of subscription – December 23rd 2019
2. Allotment date:
Allotment date in respect of Offer Shares – December 23rd 2019
3. Number of shares subscribed for:
The Offering comprised 110,000,000 Offer Shares. The number of Offer Shares subscribed for in the Offering was 49,175,768.
4. Reduction rate for each tranche if the number of shares allotted was lower than the number of shares subscribed for within at least one tranche:
The Offering was not divided into tranches. The total number of shares subscribed for in the exercise of Pre-Emptive Rights and under Additional Subscriptions Orders was lower than the total number of Offer Shares. Consequently, there was no reduction of subscription orders.
5. Number of shares subscribed for:
In the subscription process, a total of 49,175,768 Offer Shares were subscribed for, of which 49,175,768 Offer Shares were subscribed for in the exercise of Pre-emptive Rights and under Additional Subscription Orders. No subscription orders for Offer Shares were submitted in response to the Management Board’s invitation extended pursuant to Art. 436.4 of the Commercial Companies Code.
6. Number of shares allotted in the subscription process:
A total of 49,175,768 Offer Shares were allotted in the subscription process.
7. Price at which the shares were subscribed for:
The Offer Shares were subscribed for at the Issue Price of PLN 10.20 (ten złoty, twenty grosz) per Offer Share.
8. Number of entities who placed subscription orders:
Subscription orders for Offer Shares were placed by 235 entities. The Offering was not divided into tranches.
9. Number of entities to whom shares were allotted in the subscription process:
In the subscription process Offer Shares were allotted to 235 entities. The Offering was not divided into tranches.
10. Names of underwriters that subscribed for shares under underwriting agreements and number of shares subscribed for by the underwriters, actual price per share (issue price or sale price less the fee per share acquired by the underwriter under the underwriting agreement):
The Company did not enter into any underwriting or similar agreement with respect to the Offer Shares.
11. Subscription value (product of the number of shares subscribed for in the offering and the issue price):
The subscription value was PLN 501,592,833.60 (five hundred and one million, five hundred and ninety-two thousand, eight hundred and thirty-three złoty, 60 grosz).
12. Total costs classified as issue costs, including the following items: (a) costs of preparing and carrying out the offering; (b) underwriting fees, separately for each underwriter; (c) costs of preparing the issue prospectus, including costs of advisory services; (d) costs of promoting the offering; including methods of accounting for those costs in accounting records and their recognition in the issuer’s financial statements:
As at the date of this report, the Company has no information on the final accounting for the issue costs. The final amount of those costs will be publicly disclosed in a current report after a statement of costs has been received from the entities involved in the preparation and carrying out of the Offering and all such costs have been approved.
13. Average cost of issue per share subscribed for:
As at the date of this report, the Company has no information on the final accounting for the issue costs. The final amount of those costs will be publicly disclosed in a current report after a statement of costs has been received from the entities involved in the preparation and carrying out of the Offering and all such costs have been approved.
14. Method of payment for the shares subscribed for
All the Offer Shares allotted in the Offering were paid for in cash.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the Prospectus Based Offering constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Prospectus Based Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Art. 56.1.2.a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, in conjunction with Par. 16.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018.
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on January 2nd 2020 the Polish Financial Supervision Authority approved Annex No. 5 (“Annex No. 5”) to the Company’s prospectus prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 5 was prepared in connection with the imposition by the Polish Financial Supervision Authority of fines on the Company, totalling PLN 1m, for breach of the disclosure requirements with respect to the consolidated report for 2014, annual report for 2014, consolidated annual report for 2015, annual report for 2015 and consolidated quarterly report for Q3 2016.
The Annex was published on January 2nd 2020 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/).
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/)) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Art. 70.1 of the Act on Public Offering
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on December 30th 2019 the Company received a notification from Powszechne Towarzystwo Emerytalne PZU S.A., given on behalf of the open-end pension fund Otwarty Fundusz Emerytalny PZU Złota Jesień (“OFE PZU”), pursuant to Art. 69b.1.2) in conjunction with Art. 69.2.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text in Dz. U. of 2019, item 623) (“Act”), to the effect that following the allocation of Series C ordinary bearer shares (“Offer Shares”) in the Company, subscribed for by OFE PZU in the exercise of its pre-emptive rights, of which OFE PZU became aware on December 23rd 2019, there was a change in OFE PZU’s holding of shares and allotment certificates for Series C shares in the Company.
The acquisition by OFE PZU of Company shares to be converted into new Series C shares took place on December 23rd 2019, when the Company allotted the Offer Shares subscribed for in the exercise of pre-emptive rights.
The number of shares and voting rights held by OFE PZU before the allocation of new Series C shares was 12,187,694, which translated into a 16.25% equity interest and the same percentage share in total voting rights.
The number of its allotment certificates for Series C shares is 3,899,940, which according to OFE PZU will translate into a 5.20% percentage share in total voting rights at the Company’s General Meeting after the exercise of rights attached to the allotment certificates.
According to the notification, the total holding of Series A shares and allotment certificates for new shares is 16,087,634, which translates into a 21.45% equity interest and the same percentage share in total voting rights.
According to the notification, following the conversion of the allotment certificates for new shares into Series C shares and its registration, OFE PZU’s percentage share in total voting rights will be reduced, as will be separately communicated by OFE PZU, after registration of the increase in the Company’s share capital.
The text of the notification is attached as an appendix hereto.
Legal basis: Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 30th 2019 the Polish Financial Supervision Authority approved Annex No. 4 (“Annex No. 4”) to the Company’s prospectus prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 4 was prepared in connection with the execution on December 23rd 2019 of an amended term-sheet setting out the terms of equity financing of the Polimery Police Project by the Company, the Company’s parent Grupa Azoty S.A. and the Company’s subsidiary Grupa Azoty Polyolefins S.A. (the “Subsidiary”) on the one side with Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation on the other side, and the issuance by the Subsidiary of the Full Notice to Proceed under the EPC contract for the Polimery Police Project.
The Annex was published on December 30th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/ and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. “Company”) publishes, attached hereto, the draft resolutions to be deliberated at the Company’s Extraordinary General Meeting convened for January 24th 2020.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 399.1, Art. 402[1], and Art. 402[2] of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting of the Company, to commence at 12.00 noon on January 24th 2020, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. As at the date of this notice, that is December 27th 2019, the shares confer 75,000,000 voting rights.
Agenda of the Meeting:
1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Appointment of a Ballot Counting Committee.
6. Resolution to grant consent to the subscription for shares in the increased share capital of Grupa Azoty Polyolefins S.A.
7. Closing of the Meeting.
Right to participate in the Extraordinary General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at January 8th 2020, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than December 27th 2019 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than January 9th 2020 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on January 21st, 22nd and 23rd 2020. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder holding shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each of the accounts. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for any errors in filled-in forms or actions of the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by January 3rd 2020. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary Annual General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Accordingly, the Company states that:
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 70.1 of the Act on Public Offering
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on December 27th 2019 the Company received a notification from Grupa Azoty S.A. given pursuant to Art. 69b.1.2) in conjunction with Art. 69.2.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text in Dz. U. of 2019, item 623) (“Act”), to the effect that following the allocation of Series C ordinary bearer shares (“Offer Shares”) in the Company, subscribed for by Grupa Azoty S.A. in the exercise of its pre-emptive rights, as well as the allocation of Offer Shares for which no subscription orders to be submitted in the exercise of pre-emptive rights or additional subscription orders had been placed, on December 23rd 2019 the number of shares and allotment certificates to Series C shares held by Grupa Azoty S.A. in the Company changed, and – as soon as the allotment certificates to Series C shares are converted into shares – its holding of total voting rights in the Company will be reduced by 3.14%.
The acquisition by Grupa Azoty S.A. of Company shares to be converted into new Series C shares took place on December 23rd 2019, when the Company allotted the Offer Shares subscribed for in the exercise of pre-emptive rights and covered by additional subscription orders, as well as the Offer Shares for which no subscription orders to be submitted in the exercise of pre-emptive rights or additional subscription orders had been placed.
The number of shares and voting rights held by Grupa Azoty S.A. before the allocation of new Series C shares (as well as on the date of the notification) was 49,500,000, which translated into a 66% equity interest and the same percentage share in total voting rights.
The number of allotment certificates to Series C shares is 28,551,500.
The total future number of voting rights held by Grupa Azoty S.A. corresponding to its current shareholding and subscription for Series C shares will be 78,051,500, which will translate into a 62.86% equity interest and the same percentage share in total voting rights.
The text of the notification is attached as an appendix hereto.
Legal basis: Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Article 19(3) of MAR – Notification of transactions executed by persons discharging managerial responsibilities
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on December 24th 2019 the Company received from Grupa Azoty S.A. – a person closely associated with the President of the Company’s Management Board Wojciech Wardacki – a notification (“Notification”) of transactions referred to in Article 19(1) of the Market Abuse Regulation (“MAR”).
The text of the Notification is attached as an appendix hereto.
Legal basis: Article 19(3) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 25/2019 of May 10th 2019 and No. 49/2019 of September 19th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 23rd 2019 the Company, the Company’s parent – Grupa Azoty S.A. (jointly with the Company: the “Original Sponsors”) and a subsidiary of the Original Sponsors – Grupa Azoty Polyolefins S.A. ( the “Subsidiary”) signed an amended term sheet (the “Term Sheet”) with Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”; jointly with Hyundai: the “Joint Sponsors” and jointly with the Original Sponsors and the Subsidiary: the “Parties”), setting out the terms of an equity investment in and financing of the Polimery Police project (the “Project”) being implemented by the Subsidiary.
The Term Sheet has not changed the amount of the Original Sponsors’ commitment or the Joint Sponsors’ joint commitment to the Project of USD 130,000,000. However, the Parties have modified the forms of Project financing as follows:
The Parties have also amended the list of conditions precedent to the Joint Sponsors’ investment by adding new conditions, namely: (i) obtaining the relevant antitrust clearance from the relevant competition authority; and (ii) fulfilling other conditions precedent to be specified in the final equity financing documents.
The Term Sheet has not introduced any changes with respect to special rights to be vested in the Joint Sponsors or the duration of the lock-up period.
With respect to the exit procedure for the Joint Sponsors, the Parties have maintained the existing financial terms and scope of the put option for a part of their equity contribution to the Subsidiary of USD 70,000,000 and, in addition, provided for an exit mechanism in respect of the balance of the Joint Sponsors’ equity contribution, which is to consist in re-acquisition of the shares by the Subsidiary for cancellation.
The Term Sheet constitutes a binding obligation of the Parties provided that: (i) the wording of the equity financing documents (i.e. investment agreement, shareholders’ agreement, and any other documents required in connection with equity financing of the Subsidiary) is agreed upon to the satisfaction of the Joint Sponsors, (ii) the wording of the KIND loan agreement is agreed upon to the satisfaction of KIND, and (iii) the conditions precedent set out in the Term Sheet are satisfied.
The Term Sheet was concluded for a definite term, expiring on June 30th 2020, with an option to extend it or to terminate it on an earlier date, subject to the Parties’ mutual consent. The Term Sheet will also expire if the Parties execute the final transaction documents (i.e. equity financing documents and KIND loan agreement), which will supersede the Term Sheet.
The amendments made in the Term Sheet result from the execution of an initial term sheet concerning an equity investment in and financing of the Project with Grupa LOTOS S.A., as announced by the Company in Current Report No. 71/2019 of December 13th 2019, and the need to align the terms of the Joint Sponsors’ investment in the Project with the terms agreed upon with Grupa LOTOS.
Subsequent equity financing milestones will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 26/2019 of May 11th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 23rd 2019 the subsidiary of the Company and Grupa Azoty S.A. – Grupa Azoty Polyolefins S.A. (the “Subsidiary”), acting pursuant to a resolution of the Subsidiary’s General Meeting of December 23rd 2019, issued to Hyundai Engineering Co., Ltd (the “Contractor”), being the contractor under the turnkey engineering, procurement and construction contract for the Polimery Police Project dated May 11th 2019 (the “EPC Contract”), a Full Notice to Proceed. The issuance of the Full Notice to Proceed triggers the Contractor’s obligation to proceed to the execution of the full scope of the EPC Contract, in exchange for payment by the Subsidiary of the full price specified in the EPC Contract, as announced in Current Report No. 26/2019. The price due to the Contractor will be payable against milestones specified in the EPC Contract, following acceptance of a given milestone by signing a relevant acceptance report.
The EPC Contract provides for turnkey execution of the Polimery Police Project, i.e. a new petrochemical complex in Police, comprising five sub-projects: (i) a propane dehydrogenation unit (PDH Unit), (ii) a polypropylene unit (PP Unit), (iii) a polypropylene packaging, storage, logistics and forwarding system, (iv) auxiliary systems and inter-unit connections, and (v) a storage and handling terminal comprising port facilities to unload and store propane and ethylene from sea vessels. The target capacity of the PDH Unit is 400,000 tonnes of propylene with a purity of 99.6% by volume (polymer grade) per 8,000 hours, and that of the PP Unit – 400,000 tonnes of polypropylene (various grades) per 8,000 hours.
Under the EPC Contract, an optional scope of work was also assigned by the Subsidiary to the Contractor subject to the terms and conditions and in exchange for a price strictly defined in the EPC Contract. The optional scope of work comprises three additional options: (i) to construct a nitrogen plant for the PDH Unit and PP Unit, (ii) to equip a laboratory for the Polimery Police Project, and (iii) to deliver equipment for the production and plant maintenance staff. The total price due for the optional scope of work is EUR 19,880.000.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces successful conclusion of the issue of 49,175,768 Series C ordinary bearer shares with a par value of PLN 10.00 per share (“New Shares”) issued pursuant to Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 on increasing the Company’s share capital by way of an issue of new shares with pre-emptive rights, conducting a public offering of new shares, setting November 7th 2019 as the record date for pre-emptive rights in respect of the new shares, converting into book-entry form and seeking the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amending the Company’s Articles of Association (i) by way of a public offering based on the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019 (the “Prospectus Based Offering”) and (ii) by way of an offering which did not require the preparation of a prospectus in accordance with Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
On December 23rd 2019, the Company’s Management Board passed a resolution to allot 49,175,768 New Shares which had been duly subscribed and paid for, of which:
At the same time, the Company’s Management Board announces that no New Shares were subscribed for in the offering of New Shares for which no primary or additional subscription orders had been placed in the public offering.
The total number of New Shares subscribed for is 49,175,768.
A detailed current report concerning the closing of subscription for New Shares will be issued pursuant to Par. 16.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. item 757).
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the Prospectus Based Offering constitutes, along with any additionally published notices and supplements thereto, the only legally binding document containing information on the Company and the Prospectus Based Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that, in connection with the closing on December 9th 2019 of the period for accepting subscription orders placed in the exercise of pre-emptive rights or additional subscription orders placed for Company shares in the public offering carried out by the Company based on the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019 (“Offering”) for Series C ordinary bearer shares with a par value of PLN 10.00 per share (“New Shares”), on December 20th 2019 the Company’s Management Board resolved to offer to selected investors, pursuant to Art. 436.4 of the Commercial Companies Code of September 15th 2000 (Dz. U. of 2019, item 505, as amended), the New Shares not subscribed for in the exercise of pre-emptive rights or under additional subscription orders, by way of an offering that does not require the preparation of a prospectus in accordance with Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ EU 168/12 of June 30th 2017, as amended).
The Company’s Management Board resolved that: (i) it would offer to selected investors up to 60,824,232 (sixty million, eight hundred and twenty-four thousand, two hundred and thirty-two) New Shares not subscribed for in the exercise of pre-emptive rights or under additional subscription orders, and not allotted in the Offering, and (ii) the New Shares would be offered to selected investors at a price not lower than PLN 10.20 per New Share, in accordance with the terms and timetable defined in the invitation to subscribe for shares extended by the Company’s Management Board to selected investors.
The final number of New Shares subscribed for in the Offering will be determined after the Central Securities Depository of Poland has allotted New Shares in the Offering.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that a resolution has been passed to change the expected timetable of the public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Offering”).
Previous timetable of the Offering:
Expected timetable of the Offering and the offering, if any, of the Offer Shares for which no subscription orders to be submitted in the exercise of Pre-Emptive Rights or Additional Subscription Orders have been placed
Below is presented information on the planned timetable of the Offering according to Warsaw time.
| November 5th 2019 | Last trading day on which an investor purchasing Existing Shares on the WSE trading session may acquire Pre-Emptive Rights* |
| November 7th 2019 | Record Date |
| November 12th 2019 | Opening of the period for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and Additional Subscription Orders** |
| November 12th–14th 2019*** | Listing of Individual Pre-Emptive Rights on the WSE |
| December 9th 2019 | Closing of the period for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and Additional Subscription Orders |
| December 18th 2019 | Allotment of the Offer Shares subscribed for in the exercise of Pre-Emptive Rights and under Additional Subscription Orders |
| December 18th–19th 2019 | Offering of, and accepting subscription orders for, the Offer Shares for which no subscription orders to be submitted in the exercise of the Pre-Emptive Rights or Additional Subscription Orders have been placed |
| by December 20th 2019 | Allotment of the Offer Shares for which no subscription orders to be submitted in the exercise of Pre-Emptive Rights or Additional Subscription Orders have been placed |
* As the Record Date is November 7th 2019, in accordance with the CSDP settlement system Existing Shares purchased on a WSE trading session after November 5th 2019 (the last day on which an investor purchasing Existing Shares on the WSE trading session may acquire Pre-Emptive Rights) do not confer the right to receive Individual Pre-Emptive Rights/ exercise Pre-Emptive Rights in accordance with the CSDP settlement system. The first day on which an investor may sell the Shares during a WSE trading session and retain the Pre-Emptive Rights is November 6th 2019.
** Please note that accepting subscription orders submitted in the exercise of Pre-Emptive Rights may not begin until the Individual Pre-Emptive Rights are registered in the investor’s account, and this time may vary depending on the investment firm keeping the investor’s account. It is recommended that the investment firm keeping the securities account in which the investor’s Individual Pre-Emptive Rights will be registered should check the exact time when the subscription period opens.
*** Pursuant to § 18 in Division I of the WSE Detailed Exchange Trading Rules in UTP System, pre-emptive rights may be traded on the WSE no earlier than on the second trading day after the date on which the issuer announces the issue price of new shares, and no earlier than on the second trading day after the date on which the conditions for admission of such rights to stock exchange trading specified in the WSE Rules are satisfied.
Current timetable of the Offering:
Expected timetable of the Offering and the offering, if any, of the Offer Shares for which no subscription orders to be submitted in the exercise of Pre-Emptive Rights or Additional Subscription Orders have been placed
Below is presented information on the planned timetable of the Offering according to Warsaw time.
| November 5th 2019 | Last trading day on which an investor purchasing Existing Shares on the WSE trading session may acquire Pre-Emptive Rights* |
| November 7th 2019 | Record Date |
| November 12th 2019 | Opening of the period for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and Additional Subscription Orders** |
| November 12th–14th 2019*** | Listing of Individual Pre-Emptive Rights on the WSE |
| December 9th 2019 | Closing of the period for accepting subscription orders submitted in the exercise of Pre-Emptive Rights and Additional Subscription Orders |
| December 23rd 2019 | Allotment of the Offer Shares subscribed for in the exercise of Pre-Emptive Rights and under Additional Subscription Orders |
| December 23rd 2019 | Offering of, and accepting subscription orders for, the Offer Shares for which no subscription orders to be submitted in the exercise of the Pre-Emptive Rights or Additional Subscription Orders have been placed |
| December 23rd 2019 | Allotment of the Offer Shares for which no subscription orders to be submitted in the exercise of Pre-Emptive Rights or Additional Subscription Orders have been placed |
* As the Record Date is November 7th 2019, in accordance with the CSDP settlement system Existing Shares purchased on a WSE trading session after November 5th 2019 (the last day on which an investor purchasing Existing Shares on the WSE trading session may acquire Pre-Emptive Rights) do not confer the right to receive Individual Pre-Emptive Rights/ exercise Pre-Emptive Rights in accordance with the CSDP settlement system. The first day on which an investor may sell the Shares during a WSE trading session and retain the Pre-Emptive Rights is November 6th 2019.
** Please note that accepting subscription orders submitted in the exercise of Pre-Emptive Rights may not begin until the Individual Pre-Emptive Rights are registered in the investor’s account, and this time may vary depending on the investment firm keeping the investor’s account. It is recommended that the investment firm keeping the securities account in which the investor’s Individual Pre-Emptive Rights will be registered should check the exact time when the subscription period opens.
*** Pursuant to § 18 in Division I of the WSE Detailed Exchange Trading Rules in UTP System, pre-emptive rights may be traded on the WSE no earlier than on the second trading day after the date on which the issuer announces the issue price of new shares, and no earlier than on the second trading day after the date on which the conditions for admission of such rights to stock exchange trading specified in the WSE Rules are satisfied.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 17th 2019 the Polish Financial Supervision Authority approved Annex No. 3 (“Annex No. 3”) to the Company’s prospectus prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 3 was prepared in connection with the execution, on December 13th 2019, of the initial term sheet between the Company, Grupa Azoty S.A., Grupa Azoty Polyolefins S.A. and Grupa LOTOS S.A. setting out the terms of an equity investment and financing of the Polimery Police Project.
The Annex was published on December 17th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/ and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus, prepared in connection with the public offering of Company shares in Poland (the “Offering”), constitutes, along with any additionally published notices, updates and supplements thereto, the only legally binding document containing information on the Company and the Offering. The Prospectus has been made publicly available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 21/2019 of April 26th 2019, No. 57/2019 of October 31st 2019, No. 67/2019 of November 22nd 2019 and No. 69/2019 of December 6th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the „Company”) announces that on [December 13th] 2019 the Company and its parent Grupa Azoty S.A. (jointly: the “Original Sponsors”) and the Company and Grupa Azoty S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (“Polyolefins”) signed an initial term-sheet (the “Term Sheet”) with Grupa Lotos S.A. (the “Joint Sponsor”; jointly with the Original Sponsors and Polyolefins: the “Parties”), setting out the terms of equity investment and financing for the Polimery Police project (the “Project”) being implemented by Polyolefins.
Under the Agreement:
The Joint Sponsor’s Investment is subject to a number of conditions precedent agreed in the Term Sheet, including:
The Parties agreed, among other things, that the Joint Sponsor, as a shareholder in Polyolefins, would have personal rights comprising: (a) the right to appoint one member of the Polyolefins Supervisory Board, and (b) the right to convene the Polyolefins General Meeting.
The Parties further agreed that the final equity financing documents would provide for a lock-up period.
The Parties also agreed on the procedure for the sale of Polyolefins shares by the Joint Sponsor after the lock-up period expired.
The Term Sheet constitutes a binding obligation of the Parties, subject to: (i) fulfilment of the conditions precedent set out in the Term Sheet, and (ii) agreement on and execution of equity financing documents (i.e. investment agreement, shareholders’ agreement, and any other documents required in connection with equity financing of Polyolefins).
The Term Sheet was signed for a definite term, until December 31st 2020, with the option of its extension or early termination if the Parties so agree or if it is unilaterally terminated by the Joint Sponsor as a result of a material adverse change which affects, directly or indirectly, the Project, Polyolefins or the Original Sponsors and, in any event, prevents implementation of the Project on the terms presented to the Joint Sponsor by the date of execution of the Term Sheet.
Subsequent equity financing milestones will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 9th 2019 the Polish Financial Supervision Authority approved Annex No. 2 (“Annex No. 2”) to the Company’s prospectus prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).
Annex No. 2 was prepared in connection with the conclusion of an investment agreement between the Company and the State Treasury on December 5th 2019.
The Annex was published on December 9th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/ and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the public offering of Company shares in Poland (the “Offering”), together with all published announcement and supplements to the Prospectus, is the only legally binding document containing information on the Company and the Offering. The Prospectus has been published and is available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw (https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 21/2019 of April 26th 2019, Current Report No. 57/2019 of October 31st 2019 and Current Report No. 67/2019 of November 22nd 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 6th 2019 the Company, the Company’s parent Grupa Azoty S.A., and the Company’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed another new annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).
Under the annex, the term of the Letter of Intent has been extended until December 13th 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on December 5th 2019 the Company and the State Treasury, represented by the Prime Minister, signed an investment agreement (the “Investment Agreement”) in connection with the issue of new Series C shares to be offered by the Company in a public offering with the existing shareholders’ pre-emptive rights retained.
Under the Investment Agreement, the State Treasury will acquire 5,513,722 (five million, five hundred and thirteen thousand, seven hundred and twenty-two) new Series C shares (the “New Shares”) issued by the Company, in the exercise of the State Treasury’s pre-emptive rights, for a total of PLN 56,239,964.40 (fifty-six million, two hundred and thirty-nine thousand, nine hundred and sixty-four złoty, 40/100) (the “Funds”), which amount will come from the Reprivatisation Fund established pursuant to Art. 56 of the Act on Commercialisation and Certain Employee Rights of August 30th 1996 (Dz.U. of 2019, item 2181). The Company undertook towards the State Treasure to allocate all the Funds to the implementation by the Company’s subsidiary, Grupa Azoty Polyolefins S.A., of an investment project involving construction of propylene and polypropylene production units and ancillary infrastructure (the “Polimery Police Project”).
The Investment Agreement sets out the rules governing the use of the Funds and the consequences of breaching those rules, covenants and warranties of the Company in connection with the transfer of the Funds, obligations related to reporting and accounting for the Funds, as well as the State Treasury’s control powers.
If the Funds are used in contravention of the Investment Agreement, the Company will be obliged to return the equivalent of the Funds plus accrued statutory interest. The Company will also be obliged to return the equivalent of the Funds if, by December 19th 2019 (inclusive), it fails to provide the State Treasury with documents confirming that all financing for the Polimery Police Project has been raised or secured, or that there exists sufficient evidence that it will be raised or secured, regardless of whether or not the public offering of Series C shares is continued or the New Shares are allotted to the State Treasury.
Disclaimer:
Neither this material, nor any part hereof, is intended for distribution, directly or indirectly, in or to the United States, Canada, Japan, Australia or any other jurisdiction where public distribution of any of the information contained herein may be restricted or prohibited by law.
This material does not constitute an offer or an invitation to subscribe for or buy any Company securities. Following its approval by the Polish Financial Supervision Authority, the Prospectus prepared in connection with the public offering of Company shares in Poland (the “Offering”), together with all published supplements thereto, is the only legally binding document containing information on the Company and the Offering. The Prospectus has been published and is available on the Company’s website (http://zchpolice.grupaazoty.com/) and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw (https://www.bm.pkobp.pl/).
This material shall not be deemed to constitute information recommending or suggesting an investment strategy or an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This material does not constitute an offer to sell or an invitation to subscribe for or buy any Company securities in the territory of the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless they are registered under the US Securities Act or exempted from the registration requirements of that Act. There will be no public offering of the securities in the United States.
Neither the Company, nor any of its subsidiaries and other related entities, accept liability for any loss or damage arising from the use of this material, any part hereof or any information contained herein, or for any loss or damage arising otherwise in connection with this material.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on November 4th 2019, in connection with the authorisation given in the resolution of the Extraordinary General Meeting of September 23rd 2019 concerning an increase in the Company’s share capital by way of an issue of new shares with pre-emptive rights, public offering of the new shares, setting the record date for pre-emptive rights in respect of the new shares for November 7th 2019, conversion into book-entry form and seeking of admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amendments to the Company’s Articles of Association (the “EGM Resolution”), the Company’s Management Board passed a resolution pursuant to which:
At the same time, the Company’s Management Board decided not to exercise the authorisation granted under Art. 432.4 of the Commercial Companies Code and the EGM Resolution to determine the final amount by which the share capital of GA Police is to be increased. Therefore, the final number of New Shares is equal to the maximum number of New Shares set forth in the EGM Resolution, i.e. 110,000,000 (one hundred and ten million) New Shares.
Legal basis: Article 17(1) of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 21/2019 of April 26th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on October 31st 2019 the Company, the Company’s parent Grupa Azoty S.A. and the Company’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed an annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).
Under the annex, the term of the Letter of Intent has been extended until November 22nd 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes selected estimated consolidated financial results of the Company for the third quarter of 2019:
Revenue: PLN 546.5m
EBITDA: PLN 21.7m
Net loss: PLN -8.9m
and selected estimated consolidated results for the nine months ended September 30th 2019:
Revenue: PLN 1,849.3m
EBITDA: PLN 137.7m
Net profit: PLN 44.1m
The Company’s Management Board believes this information to be material as the financial results for the third quarter of 2019 significantly differ from the figures reported by the Company for the same period over the preceding three years. Furthermore, the financial results differ from market expectations.
The amounts presented above are estimates and may be subject to change. The final figures will be published in the Q3 2019 report on November 13th 2019.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. “Company”) announces that on October 16th 2019 it received a notification from the National Labour Inspectorate (“NLI”) of the entry into the register of collective bargaining agreements, made on October 11th 2019, of amendments to the Company’s Collective Bargaining Agreement (“Collective Bargaining Agreement”).
The amendments resulted from an agreement reached with the Company’s trade unions. The amendments to the Collective Bargaining Agreement registered by NLI will take effect as of January 1st 2020.
In accordance with the amendments to the Collective Bargaining Agreement, the basis for calculating length-of-service awards and retirement/disability gratuities will be increased, requiring the Company to increase the provisions for future employee benefit obligations, which in turn will reduce the Company’s net profit for 2019 by approximately PLN 8.9m.
The effect of the amendments to the Collective Bargaining Agreement was estimated based on assumptions available as at September 30th 2019.
The actual change in the provisions for employee benefit obligations will be calculated as at December 31st 2019 and recognised in the full-year financial statements for 2019. The full-year financial statements for 2019, including the provisions for employee benefit obligations, will be audited.
Legal basis:
Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes, attached hereto, the draft resolutions to be considered and voted on by the Company’s Extraordinary General Meeting convened for November 7th 2019.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered in the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 399.1, Art. 400.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting of the Company, to commence at 12.00 noon on November 7th 2019, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a (ground floor) in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. As at the date of this notice, that is October 11th 2019, the shares confer 75,000,000 voting rights.
The Extraordinary General Meeting is being convened at the request of Grupa Azoty S.A. of Tarnów, as a shareholder representing at least one-twentieth of the Company’s share capital, submitted on October 10th 2019 in accordance with Art. 400.1 of the Commercial Companies Code and Art. 39.1.3 of the Company’s Articles of Association. The requesting shareholder has also proposed that the following items be included on the Meeting’s agenda:
1) Resolution on amendment to the Company’s Articles of Association and authorisation of the Supervisory Board to prepare a consolidated text of the Articles of Association.
2) Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of March 29th 2017 on the rules of determining remuneration for members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.
3) Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of May 18th 2018 to approve the rules for disposal of non-current assets of Grupa Azoty Zakłady Chemiczne Police S.A.
Agenda of the Meeting:
1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Appointment of a Ballot Counting Committee.
6. Resolution on amendment to the Company’s Articles of Association and authorisation of the Supervisory Board to prepare a consolidated text of the Articles of Association.
7. Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of March 29th 2017 on the rules of determining remuneration for members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A.
8. Resolution on amendment to Resolution No. 4 of the Company’s Extraordinary General Meeting of May 18th 2018 to approve the rules for disposal of non-current assets of Grupa Azoty Zakłady Chemiczne Police S.A.
9. Closing of the Meeting.
Right to participate in the Extraordinary General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at October 22nd 2019, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than October 11th 2019 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than October 23rd 2019 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on November 4th, 5th and 6th 2019. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish, for downloading, a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder must send in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by October 17th 2019. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date of the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com.
***
The amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A. proposed under item 6 of the agenda
I. The following existing wording of Art. 19.2.12 of the Articles of Association:
12) disposal, acquisition and encumbrance with limited property rights of non-current assets with a market value equal to or higher than PLN 100,000 (one hundred thousand złoty),
is proposed to be amended to read as follows:
12) disposal of non-current assets with a market value higher than PLN 100,000 (one hundred thousand złoty),
II. In Art. 19.2, new items 19.2.13 and 19.2.14 are proposed to be added after item 19.2.12, reading as follows:
13) disposal of shares in another company with a market value higher than PLN 100,000 (one hundred thousand złoty),
14) acquisition of non-current assets, as well as subscription for or acquisition of shares in another company with a value higher than PLN 100,000 (one hundred thousand złoty),
and, accordingly, the next subdivision of Art. 19.2 is proposed to be renumbered from 19.2.13 to 19.2.15.
III. The following existing wording of Art. 21.1:
1. Subject to Art. 22–25 of these Articles of Association, members of the Management Board or the entire Management Board shall be appointed by the Supervisory Board following a recruitment process held to verify and evaluate the qualifications of candidates and to select the best candidate. The rules of and procedure for the recruitment process shall be set out in resolutions of the General Meeting.
is proposed to be amended to read as follows:
1. Except for the Management Board member elected by employees in accordance with Art. 22–23 of these Articles of Association, members of the Management Board or the entire Management Board shall be appointed by the Supervisory Board following a recruitment process held to verify and evaluate the qualifications of candidates and to select the best candidate. The rules of and procedure for the recruitment process shall be set out in resolutions of the General Meeting.
IV. The following existing wording of Art. 21.3:
3. Members of the Management Board shall tender their resignations in writing to the Supervisory Board.
is proposed to be replaced by the following new wording:
3. Members of the Management Board shall tender their resignations in writing to the Company. A Management Board member shall notify their resignation to the Supervisory Board in writing.
V. The following existing wording of Art. 28.1.6:
6) assessment of the Directors’ Report and the financial statements for the previous financial year in terms of their consistency with the accounting books, documents and facts,
is proposed to be replaced by the following new wording:
6) assessment of the Directors’ Report on the Company’s operations and the financial statements for the previous financial year for their consistency with the accounting books, documents and facts, and provision of opinions on the report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees, and on the report on compliance with best practices referred to in Art. 7.3 of the Act on State Property Management of December 16th 2016,
VI. The following existing wording of Art. 28.2.2.c:
c) contracts concluded in the ordinary course of the Company’s business, i.e. contracts for the sale of products manufactured by the Company, sale of merchandise and purchase of merchandise, raw materials and feedstocks,
is proposed to be replaced by the following new wording:
c) contracts concluded in the ordinary course of the Company’s business, including in particular contracts for the sale of products manufactured by the Company, sale of merchandise and purchase of merchandise, raw materials and feedstocks, purchase of electricity and related property rights, and purchase of CO2 emission allowances,
VII. The following existing wording of Art. 28.2.4:
4) execution of a material related-party agreement, excluding contracts concluded in the ordinary course of the Company’s business, i.e. contracts for the sale of products manufactured by the Company and for the purchase of raw materials and feedstocks, concluded on an arm’s length basis,
is proposed to be replaced by the following new wording:
4) execution of a material related-party agreement, excluding contracts concluded in the ordinary course of the Company’s business, such as contracts for the sale of products manufactured by the Company and for the purchase of raw materials and feedstocks, concluded on an arm’s length basis,
VIII. The following existing wording of Art. 28.2.5:
5) execution or amendment of an agreement for the provision of legal services, marketing services, public relations and social communication services, or management consultancy services, if the total fees for the services to be provided under such agreement exceed PLN 500,000 (five hundred thousand złoty), exclusive of VAT, per year, or if the lump-sum or maximum amount of the fees is not provided for,
is proposed to be amended to read as follows:
5) execution or amendment of an agreement for the provision of legal services, marketing services, public relations and social communication services, or management consultancy services, if the total fees for the services to be provided under such agreement or other agreements with the same entity exceed PLN 500,000 (five hundred thousand złoty), exclusive of VAT, per year, or if the lump-sum or maximum amount of the fees is not provided for,
IX. The following existing wording of Art. 30.5:
Candidates to the Supervisory Board appointed, nominated or proposed by the State Treasury or a state-owned legal person, or by the Company’s parent within the meaning of Art. 4.3 of the Competition and Consumer Protection Act of February 16th 2007, should meet the requirements set out in Art. 19 of the Act on State Property Management of December 16th 2016.
is proposed to be amended to read as follows:
Candidates to the Supervisory Board nominated by the authorities or bodies referred to in Art. 25.1.1–5 of the Act on State Property Management of December 16th 2016 must meet the requirements set out in Art. 19.1–3 and Art. 19.5 of the Act on State Property Management of December 16th 2016.
X. In Art. 30, after Art. 30.5, a new Art. 30.6 is proposed to be added, reading as follows:
6. If a Supervisory Board member nominated by any of the authorities or bodies referred to in Art. 25.1.1–5 of the Act on State Property Management of December 16th 2016 fails to meet the requirements set out in Art. 19.1–3 and Art. 19.5 of the Act on State Property Management of December 16th 2016, the respective authority or body shall forthwith take steps to remove such member from the Supervisory Board.
and the next subdivision of Art. 30 is proposed to be accordingly renumbered from Art. 30.6 to Art. 30.7.
XI. The following existing wording of Art. 32.3:
3. The results of an election held in accordance with the provisions of Art. 32.1–2 shall be binding on the General Meeting.
is proposed to be amended to read as follows:
3. The results of an election held in accordance with the provisions of Art. 32.1 and 32.2 shall be binding on the General Meeting.
XII. The following existing wording of Art. 47.9:
9) approval of the following legal transactions if the market value of assets involved in such transaction exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets:
a. acquisition or disposal of real property, perpetual usufruct right, or interest in real property or perpetual usufruct right,
b. acquisition or disposal of non-current assets,
c. granting of the right to use non-current assets to another entity for a period longer than 180 days in a calendar year,
d. subscription for, acquisition or disposal of shares in another company,
is proposed to be amended to read as follows:
9) approval of the following legal transactions if the market value of assets involved in such transaction exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets:
a. disposal of real property, perpetual usufruct right, or interest in real property or perpetual usufruct right,
b. disposal of other non-current assets,
c. granting of the right to use non-current assets to another entity for a period longer than 180 days in a calendar year,
d. disposal of shares in another company,
XIII. In Art. 47, after Art. 47.9, a new Art. 47.10 is proposed to be added, reading as follows:
10) approval of the following legal transactions if the value of assets involved in such transaction exceeds PLN 100,000,000 (one hundred million złoty) or 5% of the Company’s total assets:
a. acquisition of non-current assets,
b. subscription for or acquisition of shares in another company,
and the subsequent subdivisions of Art. 47 are proposed to be renumbered accordingly.
XIV. The existing wording of Art. 47.10 (renumbered to 47.11), reading:
10) establishing the rules for disposal of non-current assets whose value exceeds 0.1% of the Company’s total assets,
is proposed to be amended to read as follows:
11) establishing the rules for disposal of non-current assets whose market value exceeds 0.1% of the Company’s total assets,
XV. The existing wording of Art. 47.24 (renumbered to 47.25), reading:
24) establishing the rules for remuneration of Management Board members,
is proposed to be amended to read as follows:
25) establishing the rules of determining remuneration for Management Board members,
XVI. Art. 52.3 is proposed to be deleted.
XVII. The following existing wording of Art. 53.1:
1) within three months from the reporting date, prepare financial statements for the previous financial year together with the Directors’ Report on the Company’s operations, including the report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees,
is proposed to be amended to read as follows:
1) within three months from the reporting date, prepare financial statements for the previous financial year together with the Directors’ Report on the Company’s operations,
XVIII. In Art. 53, after Art. 53.1, a new Art. 53.2 is proposed to be added, reading as follows:
2) within three months from the reporting date, prepare a report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees, as well as a report on compliance with best practices referred to in Art. 7.3 of the Act on State Property Management of December 16th 2016,
and the subsequent subdivisions are proposed to be renumbered accordingly.
XIX. In Art. 53, after existing Art. 53.5 (renumbered to 53.6), a new Art. 53.7 is proposed to be added, reading as follows:
7) submit to the Annual General Meeting the documents referred to in Art. 53.2, together with the Supervisory Board’s opinion,
and the subsequent subdivisions of Art. 53 and the subdivisions to which Art. 53.7 and Art. 53.8 (renumbered to 53.9 and 53.10) currently refer are proposed to be renumbered accordingly.
XX. In Art. 53.2 and Art. 53.6 (renumbered to 53.3 and Art. 53.8, respectively), the term “auditor” is proposed to be replaced by the term “audit firm”.
XXI. After Art. 55, a new Art. 56 is proposed to be added, reading as follows:
Disposal of non-current assets whose market value exceeds 0.1% of the Company’s total assets shall be effected by the Company through an auction or tender, unless the value does not exceed PLN 20,000 (twenty thousand złoty). Detailed rules for conducting such auctions or tenders and situations in which holding an auction or tender is not required shall be defined in a resolution of the General Meeting.
and the subsequent subdivisions of the Articles of Association are proposed to be renumbered accordingly.
INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary Annual General Meeting (the “EGM”) the Company will process the personal data of Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”), as well as personal data disclosed during the Meeting.
Accordingly, the Company states that:
Legal basis:
Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), presents below its answers, provided pursuant to Art. 428.5 of the Commercial Companies Code, to questions asked by a shareholder during the Extraordinary General Meeting of September 23rd 2019 in accordance with Art. 428.1 of the Commercial Companies Code.
Aware of how important it is that the shareholders have access to information on the Company’s operations, the Company’s Management Board fulfils disclosure requirements for a public company, acting with utmost care and in compliance with the applicable legal regulations. Compliance with the market communication policy and ensuring the shareholders’ access to all information necessary to make investment decisions are among the Company’s priorities, as they ensure transparency of the Company’s operations, as well as broad and equal access to information.
Question 1: Why was the EGM Resolution of April 26th 2019 not performed? What were the reasons for the non-performance of the resolution?
Answer:
We assume that the question refers to Resolution No. 7 of the Extraordinary General Meeting of April 26th 2019 to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for the pre-emptive rights to new shares, convert into book-entry form and seek admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association (the “Resolution”).
On June 5th 2019, the Company’s Management Board decided to suspend the performance of the Resolution. The decision was announced, together with the reasons for the suspension, in Current Report No. 32/2019 of June 5th 2019. Additionally, in connection with convening an Extraordinary General Meeting, on August 26th 2019 the Company published Current Report No. 45/2019 containing draft resolutions to be considered at the Extraordinary General Meeting convened for September 23rd 2019. Together with the draft resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for pre-emptive rights in respect of new shares, convert into book-entry form and seek admission and introduction of pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association, the grounds for the draft resolution were published, specifying the reasons for revoking the Resolution, including the ineffective lapse of the pre-emptive rights record date (originally set for June 18th 2019).
Both Current Report No. 32/2019 and Current Report No. 45/2019 with the appendices thereto are available on the Company’s website.
Question 2: What is the purpose of increasing the company’s share capital? What will the proceeds from share capital increase be specifically applied to?
Answer:
In connection with convening an Extraordinary General Meeting, on August 26th 2019 the Company published Current Report No. 45/2019 containing draft resolutions to be considered at the Extraordinary General Meeting convened for September 23rd 2019. Together with the draft resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for pre-emptive rights in respect of new shares, convert into book-entry form and seek admission and introduction of pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association, the grounds for the draft resolution were published, specifying, among others, the reasons for the share capital increase and issue of new shares by the Company, including diversification of revenue sources, profitability improvement and stepping up the efforts to expand the non-fertilizer business lines. It was stated, among other things, that the key task in the pursuit of these goals is the ‘Police Polymers’ project implemented by PDH Polska S.A., a subsidiary of the Company and Grupa Azoty S.A. Details of the planned public offering of shares will be provided in the prospectus, which will be published following its approval by the Polish Financial Supervision Authority.
Current Report No. 45/2019 with the appendices thereto is available on the Company’s website.
Question 3: In 2005, the construction of a polymer plant in Płock was completed. The project’s cost was EUR 500m, and the plant’s annual production capacity is 950,000 tonnes. Please explain why the construction of the plant in Police is to be three times more expensive than that in Płock?
Answer:
The plant to be constructed as part of the Polimery Police project differs significantly from the one in Płock. The Płock plant was built using a different technology, more than a decade ago, therefore the costs of its construction were different. As regards detailed operating assumptions for the Płock plant, the Company’s Management Board would like to stress that it does not comment on investment projects carried out by other plastics manufacturers.
Question 4: The resolution (concerning share capital increase) contains few specific dates and it is not known when it will be implemented. Please specify an approximate deadline for implementing the resolution.
Answer:
In connection with convening an Extraordinary General Meeting, on August 26th 2019 the Company published Current Report No. 45/2019 containing draft resolutions to be considered at the Extraordinary General Meeting convened for September 23rd 2019. Seeking to close the public offering of new shares by the end of 2019 was stated in the grounds for a draft resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for the pre-emptive rights to new shares, convert into book-entry form and seek admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association. Details of the planned public offering of shares, including its timetable, will be provided in the prospectus, which will be published following its approval by the Polish Financial Supervision Authority.
Current Report No. 45/2019 with the appendices thereto are available on the Company’s website.
Legal basis: Par. 19.1.12 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes a list of shareholders holding 5% or more of total voting rights at the Company’s Extraordinary General Meeting (the “EGM”) convened for September 23rd 2019, specifying the number of votes conferred by the shares held by each shareholder, and their percentage shares in the voting rights represented at the EGM and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the EGM – 49,500,000
Number of voting rights at the EGM – 49,500,000
Percentage share in voting rights represented at the EGM – 68.69%
Percentage share in total voting rights – 66.00%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the EGM – 12,190,000
Number of voting rights at the EGM – 12,190,000
Percentage share in voting rights represented at the EGM – 16.92%
Percentage share in total voting rights – 16.25%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the EGM – 6,607,966
Number of voting rights at the EGM – 6,607,966
Percentage share in voting rights represented at the EGM – 9.17%
Percentage share in total voting rights – 8.81%
Shareholder State Treasury Number of shares at the EGM – 3,759,356
Number of voting rights at the EGM – 3,759,356
Percentage share in voting rights represented at the EGM – 5.22%
Percentage share in total voting rights – 5.01%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the resolutions passed by the Company’s Extraordinary General Meeting on September 23rd 2019, together with the results of voting on the resolutions.
During the Extraordinary General Meeting, an objection was raised to Resolution No. 4.
Legal basis: Par. 19.1.6 and Par. 19.1.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 25/2019 of May 10th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on September 19th 2019 the Company, its parent Grupa Azoty S.A. (jointly referred to as the “Original Sponsors”) and the Company’s subsidiary PDH Polska S.A. (“PDH”) signed an agreement with Hyundai Engineering Co., Ltd (“Hyundai”) and Korean Overseas Infrastructure & Urban Development Corporation (“KIND”, jointly with Hyundai the “Co-Sponsors”, and jointly with the Original Sponsors and PDH – the “Parties”) setting the terms of equity financing for the Polimery Police project (the “Project”) implemented by PDH.
Under the Agreement:
a) The Co-Sponsors agreed to invest in the Project, directly or indirectly, the EUR equivalent of USD 130,000,000, of which USD 73,000,000 is to be provided by Hyundai and USD 57,000,000 is to be provided by KIND, by way of cash contributions paid in exchange for shares issued as part of a share capital increase at PDH;
b) The Original Sponsors agreed to invest in the Project a total amount of up to PLN 1,400,000,000 and proceeds raised from the secondary public offering of Company shares (contingent on the offering results) by way of cash contributions paid in exchange for shares issued as part of a share capital increase at PDH.
The Co-Sponsors’ investment is conditional upon fulfilment of the conditions precedent stipulated in the Agreement, including: (i) the Original Sponsors contributing the total amount of their investment in accordance with paragraph (b) above; (ii) PDH issuing a Full Notice to Proceed under the EPC agreement signed on May 11th 2019 by PDH and Hyundai; (iii) determining the final shareholding structure of PDH; (iv) signing a credit facility agreement as a source of debt financing for the Project; and (v) satisfaction of certain conditions precedent stipulated under debt financing documentation, as specified in the Agreement.
The Parties agreed, among other things, that the Co-Sponsors will be entitled to jointly appoint one new member of the Supervisory Board of PDH as long as they hold at least 5% of PDH shares.
The Parties agreed that the final equity financing documents will provide for a lock-up period starting from the date when the Co-Sponsors transfer their investment to PDH and ending on the third anniversary of the Project completion date.
The Parties also agreed on a divestment procedure for the Co-Sponsors to apply in certain circumstances. The Agreement provides that the Original Sponsors may carry out a public offering after the expiry of the lock-up period. In addition, the Parties preliminarily agreed on a put option for the Co-Sponsors and a call option for the Original Sponsors, in each case with respect to the PDH shares held by the Co-Sponsors, with a total value (calculated on the basis of the price originally paid by the Co-Sponsors for those shares) of up to USD 70,000,000 and in the case of the put option – additionally reduced by any dividends paid to the Co-Sponsors. The Parties agreed that the options would expire on or before December 31st 2035.
If the Parties agree with any additional investor that may be invited to participate in funding the Project, on any rights that are more favourable than the rights granted to the Co-Sponsors under the Agreement, the Parties will modify the transaction documents to which the Co-Sponsors are parties so that the rights of the Co-Sponsors are aligned with the more favourable rights agreed on with such additional investor.
The Parties agreed that the final equity financing documents will provide for contractual penalties should the Co-Sponsors breach their obligations related to the divestment process.
The Agreement is binding on the Parties provided that the equity financing documents have been agreed in the form satisfactory to the Co-Sponsors, the terms and conditions of the final agreement on debt financing for the Project have been approved by the Co-Sponsors and the due diligence of PDH has been completed by the Co-Sponsors with satisfactory results.
The Agreement was concluded for a definite term, expiring on June 30th 2020, with an option to extend or terminate it at an earlier date, subject to the Parties’ consent. The Agreement will also expire if the Parties execute final equity financing documents, which will supersede the Agreement. Subsequent equity financing milestones will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 45/2019 of August 26th 2019 and Current Report No. 46/2019 of September 3rd 2019, in connection with the Extraordinary General Meeting convened for September 23rd 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, a supplementary document regarding item 6 of the agenda for the Extraordinary General Meeting “Adoption of a resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set November 7th 2019 as the record date for the pre-emptive rights to new shares, convert into book-entry form and seek admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association.”
The supplementary document referred to above will also be published on the Company’s website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 45/2019 of August 26th 2019 and Current Report No. 46/2019 of September 3rd 2019, in connection with the Extraordinary General Meeting convened for September 23rd 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, a supplementary document regarding item 6 of the agenda for the Extraordinary General Meeting “Adoption of a resolution to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set November 7th 2019 as the record date for the pre-emptive rights to new shares, convert into book-entry form and seek admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association.”
The supplementary document referred to above will also be published on the Company’s website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 43/2019 of August 26th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that in connection with a decision to resume the process of secondary public offering of Company shares (the “SPO”), on September 3rd 2019 the Company’s Supervisory Board passed a resolution expressing its opinion on the proposed share capital increase and amendments to the Company’s Articles of Association.
The proposed share capital increase will be effected through the SPO in an amount of up to PLN 1,100,000,000 (one billion, one hundred million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of 2019.
Information on the subsequent SPO milestones will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) publishes, attached hereto, the draft resolutions to be considered by the Extraordinary General Meeting convened for September 23rd 2019.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Acting pursuant to Art. 399.1, Art. 4021 and Art. 4022 of the Commercial Companies Code, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”), entered into the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), hereby gives notice of an Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., to commence at 12.00 noon on September 23rd 2019, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. The shares confer 75,000,000 voting rights as at the date of this notice, that is August 26th 2019.
Agenda of the Meeting:
Right to participate in the Extraordinary General Meeting
According to Art. 4061.1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Extraordinary General Meeting), i.e. as at September 7th 2019, have the right to participate in the Extraordinary General Meeting.
In order to participate in the Extraordinary General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than August 26th 2019 and no later than on the first weekday following the record date for the Extraordinary General Meeting, that is no later than September 9th 2019 – to issue personal certificates confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Records drawn up on the basis of such certificates confirming the shareholders’ rights to participate in the Extraordinary General Meeting will be submitted to the entity operating the depository for securities in accordance with the Act on Trading in Financial Instruments.
A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Extraordinary General Meeting, i.e. on September 18th, September 19th and September 20th 2019. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Extraordinary General Meeting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons.
A proxy may exercise all the shareholder’s rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder holding shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each of the accounts. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or electronic form. As of the date of this notice, the Company will publish a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for any errors in filled-in forms or actions of the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by September 2nd 2019. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Extraordinary General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Extraordinary General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Extraordinary General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on August 26th 2019 it decided to resume a secondary public offering of Company shares (“SPO”) and passed a resolution on a proposed share capital increase at the Company through the issue of new shares with pre-emptive rights and on amendments to the Company’s Articles of Association, repealing a previous resolution of the Company’s Management Board of March 4th 2019 on a proposed share capital increase at the Company through the issue of new shares with pre-emptive rights and on amendments to the Company’s Articles of Association, as announced by the Company in Current Report No. 4/2019).
The proposed share capital increase will be effected through the SPO in an amount of up to PLN 1,100,000,000 (one billion, one hundred million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of 2019.
Proceeds from the share issue will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, in particular to diversify revenue streams and increase profitability, and to step up its efforts to expand non-fertilizer business lines. The key task in the pursuit of these strategic goals will be the Polimery Police project implemented by PDH Polska S.A., a special purpose vehicle in which the Company and Grupa Azoty S.A. hold interests of, respectively, 53.0% and 47.0%.
Information on the subsequent SPO milestones, in particular of convening the Extraordinary General Meeting, will be announced by the Company in separate current reports.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 39/2019 of July 4th 2019 and No. 41/2019 of August 10th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes below the estimated financial effects of the Ammonia Synthesis and Urea Synthesis units having been temporarily taken offline due to the need to repair a defect discovered in boilers of the Synthesis Gas Unit.
Profits lost on account of the shutdown for June have been estimated at PLN 7m, and the financial effects for July and August are expected to total PLN 43m. These effects are mainly attributable to lost profit margins on sales of nitrogen products, including urea and its solutions and ammonia, which would probably have been realised if the units had operated normally.
The amounts presented above are estimates and may be subject to change.
The Company further announces that following this occurrence it made a claim under its property and lost profits insurance cover.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 9th 2019 the Central Technical Inspection Laboratory (the “CTIL”) performed a test following the repair of welding joints. Having completed the test, on August 10th 2019, the CTIL gave notice of a minor defect discovered in one of the joints, which needs to be remedied.
Accordingly, the re-start of the plant, originally scheduled for August 11th 2019, as announced by the Company in Current Report No. 39/2019 of July 4th 2019, is expected to take place by August 18th 2019.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Reports No. 9/2019 of March 28th 2019, No. 13/2019 of April 9th 2019, and No. 22/2019 of April 26th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on August 8th 2019 it was notified of the registration of a share capital increase at the Company’s subsidiary, PDH Polska S.A. of Police (“PDH Polska”), by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, on August 7th 2019.
Following the registration, the share capital of PDH Polska was increased from PLN 304,000,000 to PLN 467,339,000. Currently, the total number of shares of all issues is 46,733,900 (previously: 30,400,000). Their par value is PLN 10 per share.
As a result of the share capital increase, the number of shares held by the Company rose from 18,217,875 to 24,768,967 shares with a par value of PLN 10 per share and total value of PLN 247,689,670.
At present, the Company’s interest in the share capital of PDH Polska is 53.00%; the other shareholder in the company is Grupa Azoty S.A.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that in connection with a defect discovered in boilers of the Synthesis Gas Unit, on July 4th 2019 it received a position from the Technical Inspection Office recommending the Company to conduct welding procedure tests for test welding joints made from materials taken from the operated equipment. Determining a welding procedure will enable effective repair and resumption of production in the second week of August 2019.
The Company announces that during the scheduled maintenance shutdown at the Nitro Business Unit held from April 4th to June 11th 2019, a defect in boilers of the Synthesis Gas Unit was discovered. Consequently, the Ammonia Synthesis and Urea Synthesis units were temporarily shut down as of May 6th 2019. Due to the damage caused by discontinuities in boiler welds, urea production will be entirely shut down until August 11th 2019.
The defect has had no adverse impact on the environment.
The Company is a urea producer with an annual capacity of 400,000 tonnes.
The estimated financial effects of the plant having been temporarily taken offline as a result of the defect will be announced by the Company in a separate current report at a later date.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 70.3 of the Act on Public Offering – Shareholders holding 5% or more of voting rights at General Meeting
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) publishes a list of shareholders holding 5% or more of voting rights at the Company Annual General Meeting (“AGM”) held on June 25th 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in voting rights represented at that Annual General Meeting and in total voting rights.
Shareholder Grupa Azoty S.A.
Number of shares at the AGM – 49,500,000
Number of voting rights at the AGM – 49,500,000
Percentage share in voting rights represented at the AGM – 68.69%
Percentage share in total voting rights – 66.00%
Shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień
Number of shares at the AGM – 12,192,632
Number of voting rights at the AGM – 12,192,632
Percentage share in voting rights represented at the AGM – 16.92%
Percentage share in total voting rights – 16.26%
Shareholder Agencja Rozwoju Przemysłu S.A.
Number of shares at the AGM – 6,607,966
Number of voting rights at the AGM – 6,607,966
Percentage share in voting rights represented at the AGM – 9.17%
Percentage share in total voting rights – 8.81%
Shareholder State Treasury
Number of shares at the AGM – 3,759,356
Number of voting rights at the AGM – 3,759,356
Percentage share in voting rights represented at the AGM – 5.22%
Percentage share in total voting rights – 5.01%
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached to this report, resolutions passed by the Company’s Annual General Meeting on June 25th 2019, together with the results of voting on the resolutions.
The documents being the subject of Resolutions No. 4–11 voted on at the Annual General Meeting were published by the Company on May 25th 2019 along with its separate and consolidated full-year reports, were attached to Current Reports No. 31/2019 of May 29th 2019 and No. 33/2019 of June 24th 2019, and were also made available on the Company’s website at http://zchpolice.grupaazoty.com/pl/relacje.html.
At the General Meeting, none of the shareholders raised an objection to be recorded in the minutes.
Legal basis: Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on June 25th 2019 it was notified by the State Treasury Department of the appointment of Mirosław Kozłowski to the Company’s Supervisory Board of the 8th joint term of office pursuant to Art. 30.2 of the Company’s Articles of Association.
The Management Board also announces that the newly appointed Member of the Supervisory Board has made a representation to the effect that he is not engaged in any activities competing with the Company’s business and that he is not a partner or a shareholder in any competing partnership under civil law, other type of partnership or company, or a member of a governing body of any other competing legal entity.
Mirosław Kozłowski is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Brief descriptions of the newly appointed member’s educational background, qualifications, previously held positions and employment records are attached to this report.
Legal basis: Par. 5.5 of the Minister of Finance’s Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 31/2019 of May 29th 2019 and in connection with the Annual General Meeting convened for June 25th 2019 (the “AGM”), the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, AGM draft resolutions submitted on June 24th 2019 by the State Treasury as a shareholder, concerning item 13 of AGM’s agenda: “Adoption of resolutions to appoint Members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the 8th joint term of office”.
The draft resolutions referred to above will also be published on the Company’s website.
Legal basis: Par. 19.1.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information
Further to Current Report No. 31/2019 of May 29th 2019 and in connection with the Annual General Meeting (the “AGM”) convened for June 25th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the documents supplementing the materials concerning item 13 of AGM’s agenda “Adoption of resolutions to appoint Members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. of the 8th joint term of office”.
The attached documents are published following the election of candidates for members of the Grupa Azoty Zakłady Chemiczne Police S.A. Supervisory Board of the 8th term of office, elected by the Company’s and its subsidiaries’ employees. In the election, Iwona Wojnowska and Andrzej Rogowski were elected as candidates to the Supervisory Board.
The documents referred to above will also be published on the Company’s website.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), acting under an authorisation granted by the Company’s General Meeting under Section 3.3(a) of Resolution No. 7 of the Extraordinary General Meeting of April 26th 2019 to increase the Company’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for pre-emptive rights in respect of the new shares, convert into book-entry form and seek the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend the Company’s Articles of Association (the “Resolution”), announces that on June 5th 2019 it resolved to suspend the implementation of the Resolution.
The Company is the owner and perpetual usufructuary of certain agricultural properties, within the meaning of Art. 2.1 of the Polish Act on Shaping of the Agricultural System, dated April 11th 2003, each with an area of over 0.3 ha. According to the existing provisions of the Polish Act on Shaping of the Agricultural System, the National Agriculture Support Centre (“KOWR”), acting on behalf of the State Treasury, has the right to purchase shares issued by a company which owns agricultural property with an area exceeding 0.3 ha. According to KOWR’s interpretation of the provisions of the Polish Act on Shaping of the Agricultural System, upon registration in the National Court Register of the share capital increase related to the issue of the Offer Shares, each investor who has subscribed for Offer Shares would be obliged to notify KOWR of such subscription. Within one month of receiving such notification, KOWR could submit a statement to the effect that it elects to acquire the Offer Shares from the investor for a unit price equal to the Issue Price (unless such price materially differs from the market value of an Offer Share).
A new Act Amending the Act on Shaping of the Agricultural System and Certain Other Acts (the “Amending Act”) dated April 26th 2019, which, having been signed into law by the President of the Republic of Poland, is now awaiting promulgation in Dziennik Ustaw (the Journal of Laws), will change the currently effective procedures concerning KOWR’s rights related, in particular, to new share issues by public companies. The Amending Act will enter into force 14 days after its promulgation in Dziennik Ustaw.
The Management Board believes that the intention of the legislator is – in the event of an issue of new shares by a public company – to replace KOWR’s existing right to acquire new shares in the company owning agricultural property with KOWR’s right to purchase such agricultural property whose owner or perpetual usufructuary is the issuing company. In view of the transitional provisions set out in the Amending Act, the Offering planned by the Company would be subject to the still existing regulations, including in particular the provisions concerning KOWR’s right to acquire the Offer Shares. According to the position of the Central Securities Depository of Poland (the “CSDP”) as notified to the Company, both under the current legal regime and the regime which would apply to the Company after the Amending Act enters into force, there is a risk of refusal to register allotment certificates for the Offer Shares with the CSDP. If allotment certificates for the Offer Shares are not registered with the CSDP, it would prevent the introduction of the allotment certificates to trading on the WSE. As a consequence, in the period until the registry court registers the increase in the Company’s share capital by way of the issue of the Offer Shares and until KOWR decides whether it elects to exercise its right to acquire the Offer Shares, investors would not be able to trade in the allotment certificates for the Offer Shares or the Offer Shares themselves. Moreover, the application of an improper procedure concerning KOWR’s rights under the Act on Shaping of the Agricultural System would render the entire issue of the Offer Shares null and void. This risk cannot be completely ruled out, given doubts as to the proper interpretation of the provisions of the Amending Act. In the opinion of the Company’s Management Board, the above issues could expose potential investors to material risks, which the Company would not be able to eliminate under the applicable legal framework. In consequence, the Company’s Management Board concluded that it would be in the best interests of both potential investors and the Company itself to temporarily suspend the Offering until KOWR can exercise its rights without the risk of the allotment certificates for the Offer Shares not being traded on the WSE and the risk of the issue of Series C Shares becoming null and void.
The Company will keep monitoring the situation on the capital market and any changes in the regulatory environment regarding KOWR’s rights. The Company’s Management Board expects to resume the offering of the new shares in Q3 2019.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) publishes, attached hereto, the draft resolutions to be deliberated at the Company’s Annual General Meeting convened for June 25th 2019.
Legal basis: Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Art. 56.1.2 of the Public Offering Act - Current and periodic information
The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”), entered into the Business Register of the National Court Register by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, under entry No. KRS 0000015501, Tax Identification Number NIP: 851-02-05-573, share capital of PLN 750,000,000 (paid up in full), acting pursuant to Art. 395, Art. 399.1, Art. 402[1] and Art. 402[2] of the Commercial Companies Code, hereby convenes an Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A., to commence at 12.00 noon on June 25th 2019, at the Company’s registered office in Police, ul. Kuźnicka 1, Room 24a in the Main Office Building S-6.
The total number of shares in the Company is 75,000,000. The shares confer 75,000,000 voting rights as at the date of this notice, that is May 29th 2019.
Agenda of the Meeting:
Right to participate in the Annual General Meeting
According to Art. 406[1].1 of the Commercial Companies Code, only persons registered as Company shareholders sixteen days before the date of the General Meeting (the record date for the Annual General Meeting), i.e. on June 9th 2019, have the right to participate in the Annual General Meeting.
In order to participate in the Annual General Meeting, holders of rights under bearer shares in book-entry form must request the entity maintaining their securities accounts – no earlier than May 29th 2019 and no later than on the first weekday following the record date for the Annual General Meeting, that is no later than June 10th 2019 – to issue personal certificates confirming their right to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. In accordance with the laws and regulations governing trade in financial instruments, such certificates confirming the shareholders’ rights to participate in the Annual General Meeting will serve as the basis for preparation of records submitted to the entity operating the depository for securities.
A list of shareholders entitled to participate in the Annual General Meeting will be displayed at the Company’s registered office in Police, ul. Kuźnicka 1, the Main Office Building S-6, Room 137, between 8.00am and 3.00pm, for three weekdays prior to the date of the Annual General Meeting, i.e. on June 19th, June 21st and June 24th 2019. A shareholder may request that the list of shareholders be delivered to him/her free of charge via electronic mail, providing an email address to which the list should be delivered. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##.
Right to participate in the Annual General Meeting by proxy
A shareholder may participate in the Annual General Meeting and exercise voting rights in person or by proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent a given legal person.
A proxy may exercise all the shareholder's rights at the Annual General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one shareholder and may vote the shares of individual shareholders in a different manner. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to shares registered in that account.
A power of proxy to participate in the Annual General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. and exercise voting rights must be in writing or in electronic form. As of the date of this notice, the Company will publish, for downloading, a form of electronic power of proxy on its website www.zchpolice.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by electronic means of communication. Along with the notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, as well as ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where a power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal’s entry in the relevant register must also be submitted. Where a power of proxy is granted to a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the proxy’s entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by their certified translations into Polish. All such documents should be sent in to: ##lpact.edaxrt#at#vgjeppodin.rdb##. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or telephone call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
The procedure for identifying the principal applies accordingly to a notice of revoking a power of proxy. Proxy appointment or revocation notices which are not compliant with the requirements set out above have no legal effect with respect to the Company.
It is up to a shareholder to decide on the way of granting a power of proxy, and the Company will not be not liable for any errors in filled-in forms or actions of the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Annual General Meeting is being prepared.
Shareholders’ right to request that certain matters be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Annual General Meeting. Such request, along with a statement of reasons or draft resolution concerning the proposed agenda item, should be submitted to the Company’s Management Board at least 21 days prior to the scheduled date of the Annual General Meeting, that is by June 4th 2019. Such request may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
Shareholders' right to propose draft resolutions
A shareholder or shareholders representing at least one-twentieth of the share capital may submit draft resolutions, prior to the scheduled date the Annual General Meeting, on matters which have been placed or which are to be placed on the agenda. Such draft resolutions may be submitted in electronic form to the Company’s dedicated email address ##lpact.edaxrt#at#vgjeppodin.rdb##. or in writing to the following address: Zarząd Grupy Azoty Zakłady Chemiczne Police S.A., ul. Kuźnicka 1, 72-010 Police, Poland.
During the Annual General Meeting, each shareholder may submit draft resolutions concerning items on the agenda. Such draft resolutions should be in Polish.
Electronic communication
The Management Board has not allowed an option for shareholders to participate in the Annual General Meeting or take the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Annual General Meeting, including draft resolutions, will be available at the Company’s registered office and on its website http://zchpolice.grupaazoty.com/pl/relacje/walne.html from the date of convening the Annual General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Annual General Meeting or matters to be placed on the agenda before the date of the Annual General Meeting will be published on the Company’s website promptly after they are prepared.
Website address
Information concerning the Annual General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.zchpolice.grupaazoty.com.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 27/2019 of May 20th 2019, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”, the “Company”) announces that on May 27th 2019 the Company’s Supervisory Board approved the recommendation made by the Company’s Management Board to the Annual General Meeting to allocate the entire net profit for the financial year 2018, in the amount of PLN 29,531,767.29, to the Company’s statutory reserve funds.
A final decision on the allocation of profit for the financial year 2018 will be made by the Company’s Annual General Meeting.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Further to Current Report No. 24/2016 of April 13th 2016 and Current Report No. 28/2017 of June 21st 2017, the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 23rd 2019 the Company and its parent Grupa Azoty S.A. and the following companies: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (jointly referred to as the “Customers” and each of them separately as the “Customer”) submitted representations confirming the extension of the bilateral contracts concluded on June 21st 2017 (the “Individual Contracts”) under the framework gas supply agreement of April 13th 2016 with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”).
The representations made by the Customers extend the term of the Individual Contracts. PGNiG will remain the Company’s and the Grupa Azoty Group’s strategic gas supplier until September 30th 2022.
The total value of the Individual Contracts concluded by the Company is estimated at approximately PLN 2.12bn over their four-year term. The applied pricing formula is based on gas market price indices.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
Legal basis: Article 17(1) of MAR – Inside information
Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) announces that on May 20th 2019 the Company’s Management Board passed a resolution to allocate the Company’s entire net profit for the financial year 2018, of PLN 29,531,767.29, to the Company’s reserve funds.
Despite the dividend payment policy proposed in Grupa Azoty’s Strategy for 2013−2020, the Company’s Management Board recommends that the total net profit for 2018 be left with the Company. The retained profit will serve as security for the planned investment projects – in particular, it will finance the Company’s contribution in the Polimery Police project.
In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to allocate the 2018 net profit.
Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).
The Management Board of Grupa Azoty Zakłady Chemiczne “Police” S.A. (hereinafter the “Issuer”) hereby notifies that on 11 May 2019 the Issuer’s subsidiary – PDH Polska S.A. (“PDH”) and Hyundai Engineering Co., Ltd. (“Contractor”) entered into a contract for engineering, procurement and construction of the Polimery Police Project (“Polimery Police Project”), on a turn key basis, for the lump sum remuneration (“EPC Contract”). The Issuer notified, in current report no. 17/2019 dated 18 April 2019, of the fact that the bid submitted by the Contractor, as a general contractor, was finally selected within the tender for the award of the contract for engineering, procurement and construction of the Polimery Police Project.
The subject matter of the EPC Contract is the engineering, procurement and construction of the Polimery Police Project, i.e. a new petrochemical complex in Police, which comprises five sub-projects: (i) propane dehydrogenation process unit (PDH Unit), (ii) polypropylene production unit (PP Unit), (iii) system for polypropylene packaging, storage, logistics and dispatch, (iv) auxiliary units and interconnections, and (v) handling and storage terminal comprising port facilities for the unloading and storage of propane and ethylene from seagoing vessels. The planned target of the PDH Unit is to be 400 thousand tonnes of propylene with the purity of 99.6% of its volume (polymer grade propylene) per 8000 hours, and the performance of the PP Unit is to be as well 400 thousand tonnes of polypropylene of various type per 8000 hours.
The EPC Contract was entered into on the basis of the EPC LSTK (Engineering, Procurement and Construction Lump Sum Turn Key) formula. Under the EPC Contract the Contractor will comprehensively develop, including it will design and construct, a new Polimery Police petrochemical complex, and will procure achieving and maintaining the guaranteed parameters specified in the licence agreements concerning the PDH Unit and the PP Unit.
Within the EPC Contract PDH is entitled to instruct the Contractor to perform the optional scope on the terms and upon remuneration strictly specified in the EPC Contract. The optional scope includes six additional options: (i) execution of dredging works in the fairway from the Mijanka Terminal to the Handling and Storage Terminal - deepening from 10.5 m to 12.5 m in the Kanał Policki Channel, (ii) execution of Water Treatment Plant related to the Issuer’s investments, (iii) execution of the Nitrogen Plant for the PDH Unit and PP Unit, (iv) laboratory equipment for the purposes of the Polimery Police Project, (v) equipment for production and maintenance services, and (vi) warranty extension from 24 months up to 36 months for anti-corrosion coatings and fire protection coatings. The total remuneration for the optional scope is EUR 35,938,000.
The period of warranty granted by the Contractor in respect of particular sub-projects is 24 months from the date of the provisional acceptance certificate concerning a given sub-project, and in respect of the anti-corrosion and fire protection coatings the EPC Contract stipulates a possibility of extending such period up to 36 months.
The remuneration due to the Contractor is lump sum remuneration and amounts to EUR 992,811,000 net for the basic scope. The lump sum remuneration is subject to changes only in exceptional situations specified in the EPC Contract, within the change procedure. The remuneration will be payable in instalments after the completion and acceptance of subsequent stages of the Polimery Police Project development.
The EPC Contract stipulates liquidated damages to be paid to PDH in such events as: (i) the Contractor’s delay in the performance of the key project milestones - up to the total amount of 10% of the remuneration, (ii) a failure to achieve the guaranteed parameters - up to the total amount of 10% of the remuneration; and (iii) PDH’s rescission of the EPC Contract - in the amount of 10% of the remuneration. The total sum of the liquidated damages (on all accounts) payable by the Contractor is limited to 20% of the remuneration.
The Contractor’s liability on account of all claims arising from the EPC Contract is limited to 30% of the remuneration. The above limitation does not apply to the liability for non-performance or improper performance of the Contractor’s obligations under the warranty, the intellectual property rights and the confidentiality obligation, as well as for actions or omissions due to its willful misconduct or gross negligence.
The commencement of the performance of the Contractor’s obligations is scheduled for 1 August 2019 (Commencement Date), with the reservation that until the issue of the Full Notice to Proceed the parties will proceed with the performance of its obligations only in a limited scope expressly indicated in the EPC Contract. PDH has the right to issue the Full Notice to Proceed within four months from the Commencement Date.
The delivery of the Polimery Police Project for operation on the basis of an integrity test protocol signed by the parties should take place within a maximum period of forty months from the Commencement Date.
The parties to the EPC Contract are entitled to rescind it and suspend its performance on the terms specified therein. In particular, PDH will be entitled to rescind the EPC Contract with immediate effect if: (i) meeting all minimum guaranteed parameters in the period specified in the EPC Contract is not confirmed within the acceptance tests or the integrity test, except where the Contractor proves it is not liable for the failure to meet them; (ii) the maximum limit of the liquidated damages for delay payable by the Contractor is reached; (iii) the Contractor is in delay with the completion of any of the key milestones of the Polimery Police Project by more than 120 days; (iv) the Contractor otherwise infringes any material obligation or persistently violates any obligations arising from the EPC Contract, if the Contractor fails to remedy such violation within a period specified by PDH in written summons, not shorter than one month. In the above events PDH will pay the Contractor a portion of the remuneration due for the documentation, deliveries and works properly performed and accepted. PDH may exercise its right to rescind the EPC Contract within 30 days from the end of the basic warranty period.
Notwithstanding the above, if PDH fails to issue the Full Not