Shareholders of Grupa Azoty at the Extraordinary General Meeting adopted resolutions amending the company's capital structure. These decisions open the way to a two-stage financial strengthening process, under which the issue of up to 33,726,465 series E shares addressed to the State Treasury and a flexible authorised capital mechanism covering potentially up to 40,472,173 shares are planned. The aim is to improve financial liquidity and secure funds for strategically important investments, including modernisation and transformation projects scheduled until 2030.
In the first stage, an increase in the share capital is planned through the issue of a new series of shares subscribed exclusively by the State Treasury. The second stage is based on issues addressed mainly to market investors, using the authorised capital mechanism and with the possibility of excluding pre-emptive rights, subject to the consent of the supervisory board. The structure of the transaction is designed to provide the company with both rapid access to capital and flexibility in adjusting the issue parameters to market conditions.
The president of the management board of Grupa Azoty, Marcin Celejewski, emphasises the importance of the adopted resolutions for the company's financial position and the implementation of its development plans. He indicates that the share issue addressed to the State Treasury is intended to provide tangible capital support needed to finance key investments in the core business segments, and that the six-month time frame for carrying out the first stage of the capital increase is to enable the optimal preparation and execution of the transaction.
First stage: issue of series E shares for the State Treasury
The resolution of the Extraordinary General Meeting provides for an increase in the share capital of Grupa Azoty through the issue of up to 33,726,465 new series E shares. The offer will be addressed exclusively to the State Treasury in a private subscription mode. The share subscription agreement must be concluded no later than six months from the date on which the resolution was adopted by the shareholders.
After the transaction, the share of the State Treasury in the share capital of Grupa Azoty will not exceed 50 percent. The company assumes that the funds raised will be allocated to finance strategic investments aimed at strengthening the core business segments. The implementation of the issue is intended to improve financial liquidity and support the Group's transformation process until 2030.
According to the management board, the structure of the first stage ensures that control remains with the existing shareholders while at the same time providing capital for investments. In an environment of increasing regulatory requirements and the need to reduce the carbon footprint, it is important to secure funding sources for the modernisation of installations and production processes, which is to be one of the key areas of use for the proceeds from the share issue.
Second stage: authorised capital and market issues
The second key element of the adopted plan is the amendment of the articles of association and the authorisation of the management board to increase the share capital under authorised capital. In this stage, it is possible to carry out one or several share issues with a total number of up to 40,472,173 shares. The offers are to be addressed primarily to market investors, and if necessary also to the State Treasury or other institutional investors.
Capital increases under this mechanism will be carried out by way of private subscription. The possibility of excluding pre-emptive rights, subject to the consent of the supervisory board, has been provided for, which allows a more flexible shaping of the shareholder structure and a reactive adjustment of the issue terms to the situation on the capital market. The articles of association also allow for the potential use of exemptions from the obligation to prepare a prospectus, which may translate into shorter timelines and lower costs of carrying out the share issues.
An important element of the adopted solutions is the introduction of a priority right for investors holding at least 0.2 percent of votes as at 13 February 2026. This mechanism is intended to enable these entities to maintain a proportional shareholding when capital increases are implemented. In practice, this means limiting the risk of dilution for significant financial and institutional investors.
Financing development and modernisation in key segments
The funds raised in the second stage are to be allocated to financing the further development of Grupa Azoty in key business segments: fertilisers, logistics and advanced chemistry. In the fertiliser area, potential investments may include, among others, modernisation of production installations, improvement of energy efficiency and optimisation of raw material consumption, which is in line with broader transformation trends in the chemical and agrochemical sectors.
The logistics segment covers both transport and storage infrastructure and system solutions enabling more efficient management of supply chains. Capital expenditure in this area may translate into improved product availability, shorter delivery times and reduced operating costs, which is relevant both for the competitiveness of Grupa Azoty and for customers in the fertiliser, chemical and plastics industries.
In the advanced chemistry segment, capital may be used for projects related to the development of the portfolio of specialised products and to the modernisation of process installations. An important element is the implementation of investments reducing the carbon footprint of Grupa Azoty, including modernisation projects aimed at reducing emissions, improving energy efficiency and optimising the use of raw materials. Such activities are in line with the growing expectations of industrial customers, including plastics and packaging manufacturers, towards suppliers of chemical raw materials.
According to the management board's declarations, the capital raised is to constitute the basis for the long-term transformation of Grupa Azoty, rather than merely short-term liquidity support. Marcin Celejewski indicates that the objective is to strengthen the financial foundations of the company and restore its development potential in the coming years. The structure of the two-stage capital increase is intended to allow the gradual raising of funds depending on the implementation schedule of individual investment projects.
The adopted financing model also assumes a significant role for market investors, who, in the second stage, will have the opportunity to subscribe for new shares, taking into account the priority right mechanism. From the perspective of the capital market, this solution may support greater diversification of the shareholder base and the gradual increase in the share of institutional and industry investors interested in the development of Grupa Azoty as a supplier of raw materials and chemical products.
The implementation of the planned share issues will be one of the key corporate processes at Grupa Azoty in the coming quarters. Their success will have a direct impact on the company's ability to carry out investments in areas that are important for the chemical and fertiliser industries and for sectors dependent on supplies of chemical compounds, including the plastics and packaging sector.
