Current Report No. 17/2015 - Provision of a surety

Text: The Management Board of Grupa Azoty Zakłady Azotowe PUŁAWY S.A. ('Grupa Azoty PUŁAWY') announces that in connection with the revolving credit facility agreement of April 23rd 2015 between Grupa Azoty S.A. (the parent of Grupa Azoty PUŁAWY, the 'Parent') and Powszechna Kasa Oszczędności Bank Polski S.A. of Warsaw (the 'Bank'), acting as the facility agent, a surety agreement related to the revolving credit facility was signed between the Bank, the Parent, and the following key subsidiaries of the Parent as surety providers: Grupa Azoty PUŁAWY, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A.

The surety was provided for the benefit of the facility agent, who also represents the other lenders (Bank Gospodarstwa Krajowego, Bank Zachodni WBK S.A. and ING Bank Śląski S.A.), as security for the revolving credit facility in a total amount of PLN 1,500,000,000 (one billion, five hundred million złoty).

The surety amount attributable to each of the surety providers, including Grupa Azoty PUŁAWY, was set at up to PLN 600,000,000 (six hundred million złoty), i.e. PLN 1,800,000,000 PLN (one billion, eight hundred million złoty) in total. The surety providers' liability under the surety agreement is several and not joint.

The surety expires on the expiry of the security term, which ends upon repayment of debt under the revolving credit facility agreement, made for five years from its execution date.

The amount of the surety provided by Grupa Azoty PUŁAWY exceeds 10% of its equity.

Moreover, in connection with the annex of April 23rd 2015 to the overdraft facility agreement between the Bank and the Parent and its subsidiaries, the following key subsidiaries of the Parent: Grupa Azoty PUŁAWY, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. provided a surety for the benefit of the Bank as security for liabilities under the PLN 302,000,000 (three hundred and two million złoty) overdraft facility agreement, to replace previous security created over the Parent's and its subsidiaries' assets, which was to be released.

The surety amount attributable to each of the surety providers, including Grupa Azoty PUŁAWY, was set at up to PLN 120,800,000 (one hundred and twenty million, six hundred thousand złoty), i.e. PLN 362,400,000 (three hundred and sixty-two million, four hundred thousand złoty) in total. The surety providers' liability under the surety agreement is several and not joint.

The surety expires on the expiry of the security term, which ends upon repayment of debt under the overdraft facility agreement, in force until September 30th 2016.

Moreover, in connection with the multi-purpose credit facility agreement of April 23rd 2015 between Powszechna Kasa Oszczędności Bank Polski S.A. of Warsaw, the Parent, and the Parent's key subsidiaries, including Grupa Azoty PUŁAWY, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A., the key subsidiaries provided a surety for the benefit of the Bank as security for liabilities under the PLN 237,000,000 (two hundred and thirty-seven million) multi-purpose credit facility agreement, to replace previous security created over the Parent's and its subsidiaries' assets, which was to be released.

The surety amount attributable to each of the surety providers, including Grupa Azoty PUŁAWY, was set at up to PLN 94,800,000 (ninety-four million, eight hundred thousand złoty), i.e. PLN 284,400,000 (two hundred and eighty-four million, four hundred thousand złoty) in total. The surety providers' liability under the surety agreement is several and not joint.

The surety agreement expires on the expiry of the security term, which ends upon repayment of debt under the multi-purpose credit facility agreement, in force until September 30th 2016.

All the sureties described above were provided on arm's length basis for valuable compensation. No other financial terms were defined for the surety.

The total amount of the sureties provided by Grupa Azoty PUŁAWY exceeds 10% of its equity.

Legal basis: Par. 5.1.7 of the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133).

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