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Grupa Kapitałowa Grupa Azoty
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At an Extraordinary General Meeting (EGM), Grupa Azoty’s shareholders adopted key changes to the Company’s capital structure. The resolutions open the way for a two-stage financial strengthening process: first, through the issuance of up to 33,726,465 Series E shares to the State Treasury, and then through a flexible authorised capital mechanism covering up to 40,472,173 shares.
‘The shareholders’ decisions are an important step towards strengthening Grupa Azoty’s financial foundations and restoring its development potential. The share issue addressed to the State Treasury provides the Company with tangible equity support needed to finance key investments in our core business segments. At the same time, the six-month period to complete the first stage of the capital increase gives us flexibility to prepare and execute the transaction in a manner best aligned with market conditions. The capital to be raised is intended to fuel Grupa Azoty’s development and transformation, not merely to provide cash for current liquidity challenges,’ emphasised Marcin Celejewski, President of the Management Board of Grupa Azoty.
Stage I: Series E issue for the State Treasury
The EGM resolution provides for an increase in share capital through the issuance of up to 33,726,465 new Series E shares.
The offering will be addressed exclusively to the State Treasury through a private placement. The share subscription agreement must be concluded no later than six months from the date of the resolution. Following the transaction, the State Treasury’s shareholding will not exceed 50%.
The proceeds will be allocated to finance investments of strategic importance. This share issue is intended to improve liquidity and support the Group’s transformation through 2030.
Stage II: Market issues supporting the transformation
A further key step was the adoption of amendments to the Articles of Association and the authorisation of the Management Board to increase share capital under authorised capital. This stage provides for a potential issue—or several issues—of up to 40,472,173 shares in total. The offerings will be addressed primarily to market investors and, potentially, also to the State Treasury or other investors.
Capital increases will be carried out through private placements, with the possibility to exclude pre-emptive rights (with Supervisory Board consent) and the potential use of exemptions from the obligation to prepare a prospectus.
As part of this stage, a priority right was introduced for investors holding at least 0.2% of voting rights (as at 13 February 2026), enabling them to maintain a proportional stake in the shareholding structure.
Funds raised in this way will be used to finance further development in the fertilizers, logistics and advanced chemicals segments, including modernization projects aimed at reducing the Group’s carbon footprint.