
Grupa Azoty has submitted a counteroffer regarding the acquisition by ORLEN of shares in Grupa Azoty Polyolefins S.A. (GAP). The value of the counteroffer is identical to ORLEN’s offer and amounts to PLN 1.022 billion. The counteroffer remains valid until 28 March 2026 and—like ORLEN’s offer—assumes completion of the transaction by 30 June 2026.

At its meeting held on 15 December 2025, the Supervisory Board of Grupa Azoty appointed Mr Mirosław Ptasiński as a member of the Management Board of Grupa Azoty S.A., effective 16 December 2025, to serve as Vice President of the Management Board.

The Management Board of Grupa Azoty Polyolefins, a subsidiary of Grupa Azoty, has decided to initiate restructuring proceedings under a Restructuring Approval Procedure (PZU), with the arrangement date set for 28 November 2025. This decision follows the company’s loss of ability to service its current liabilities and was preceded by an analysis of available corrective tools intended to enable the company to continue operating.

NITRO-CHEM S.A. and PROZAP Sp. z o.o. (a company within Grupa Azoty’s capital structure) have signed an agreement for the development of design documentation for a new installation dedicated to the production of high-energy explosive materials, including RDX (hexogen) and, alternatively, HMX (octogen). The documentation prepared by PROZAP will form the basis for the implementation of the investment at NITRO-CHEM S.A.’s facilities.

In the first three quarters of 2025, Grupa Azoty recorded revenues of PLN 10.04 billion, an increase of approx. 2.1% compared with PLN 9.83 billion in the corresponding period of 2024. The Group’s EBITDA improved from PLN -299 million to PLN 312 million, representing an increase of PLN 611 million. EBITDA excluding Grupa Azoty Polyolefins improved from PLN -186 million to PLN 346 million, an increase of PLN 532 million.

In the third quarter of 2025, Grupa Azoty generated estimated consolidated revenue of PLN 2,894 million and EBITDA of PLN 391 million, corresponding to an EBITDA margin of 13.5%. Compared with the same period of 2024, consolidated EBITDA increased by PLN 511 million, and the EBITDA margin improved by 17.4 percentage points. Improvements in EBIT and EBITDA were recorded across all operating segments.