Grupa Azoty S.A.

M&A Activity • Nov 27, 2018

Closing of the transaction of acquisition of 100% shares in Goat TopCoGmbH with its registered office in Münster, Germany

Legal basis: Article 17 item 1 MAR - confidential information

In connection with the current report no. 41/2018 dated 6 September2018, the Management Board of Grupa Azoty S.A. (the "Issuer", "GrupaAzoty") announces that after fulfilment of the mandatory conditionsprecedent set forth in the conditional share purchase agreementconcluded on 6 September 2018 (the Issuer informed about that in thecurrent report no. 54/2018 dated 12 October 2018) between Grupa Azotyand Goat Netherlands B.V. based in Amsterdam, belonging to the XIO Group(the "Conditional Agreement"), on 26 November 2018 the ConditionalAgreement was performed and the transaction covered by the ConditionalAgreement was completed, i.e. the Issuer purchased 25,000 shares (the"Shares"), representing 100% of the share capital of Goat TopCo GmbHwith its registered office in Münster, Germany.

The final purchase price paid by the Issuer for the Shares amounted toEUR 226,637 thousands.

On the day of closing of the transaction, the entire purchase price forthe Shares was paid and the ownership of the Shares was transferred tothe Issuer.

The transaction is part of the Issuer's strategy to strengthen positionof Grupa Azoty among the leaders of agricultural solutions. Thetransaction opens new opportunities for Grupa Azoty to diversify itsbusiness operations, with parallel acquisition of highly innovativetechnology and know-how as well as a well-developed distribution network.

Legal basis:

Article 17 item 1 MAR (Regulation of the European Parliament and of theCouncil (EU) No 596/2014 of 16 April 2014 on market abuse (Market AbuseRegulation) and repealing Directive 2003/6/EC of the European Parliamentand of the Council and Commission Directive 2003/124/EC, 2003/125/EC and2004/72/EC (Official Journal of the European Union of 12 June 2014, No.L 173/1).