Grupa Azoty S.A. — Director's Dealing 2016

Jun 11, 2016

Current Report No. 40/2016 of June 10th 2016

Legal basis: Art. 70.1 of the Public Offering Act – acquisition ordisposal of a significant holding of shares

Notification of change in holding of shares following intra-grouptransactions

The Management Board of Grupa Azoty S.A. (the "Company") announces thaton June 10th 2016 it received a notification from Norica HoldingS.à.r.l. of Luxembourg ("Norica"), acting on its own behalf and asattorney for:

– Subero Associates Inc. of Tortola, British Virgin Islands, a privatelimited company ("Subero"), and

– Viatcheslav Kantor ("Viatcheslav Kantor"),

as well as attorney for:

− Terasta Enterprises Ltd, with registered office in Nicosia, at Nikis &Kastoros, 2 1087, Nicosia, Cyprus ("Terasta"),

− Redbrick Holding S.à r.l., with registered office in Luxembourg atAvenue Charles de Gaulle 2, L-1653, Luxembourg ("Redbrick Holding"), and

− Redbrick Investments S.à r.l., with registered office in Luxembourg atrue du Fort Rheinsheim 8, L-2419, Luxembourg ("Redbrick Investments"),

prepared pursuant to Art. 69.1.2, Art. 69a.3 and Art. 87.5.1. of the Acton Public Offering, Conditions Governing the Introduction of FinancialInstruments to Organised Trading, and Public Companies, dated July 29th2005 (the "Public Offering Act").

According to the notification, following the execution of threeintra-group transactions on June 8th, whereby shares in JSC Acron, ajoint-stock company of Veliky Novgorod, Russia ("Acron") were indirectlyand directly sold by Acron shareholders controlled by Subero andViatcheslav Kantor to Redbrick Holding (controlled by Terasta, Suberoand Viatcheslav Kantor), Redbrick Holding and its direct parentundertaking Terasta became the parents of Acron.

As a result of the intra-group transactions, on June 8th 2016:

Viatcheslav Kantor and Subero (owned by Viatcheslav Kantor) sold,indirectly, through Acron, TrustService Limited Liability Company ofVeliky Novgorod, Russia ("TrustService"), Norica, Opansa EnterprisesLimited of Nicosia, with registered office at Nikis & Kastoros, 2, 1087Nicosia, Cyprus, entered in the Register of Companies under No. HE309640 ("Opansa"), and Rainbee Holdings Limited of Nicosia, withregistered office at Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, enteredin the Register of Companies under No. HE 309661 ("Rainbee"), 19,321,700Company shares, representing approximately 19.4784% of the Company'sshare capital and carrying 19,321,700 voting rights (approximately19.4784% of total voting rights) at the Company's general meeting,

and further

bought indirectly, through Terasta, Redbrick Holding, Acron,TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares,representing approximately 19.4784% of the Company's share capital andcarrying 19,321,700 voting rights (approximately 19,4784% of totalvoting rights) at the Company's general meeting;

Terasta (direct subsidiary of Subero and indirectly owned by ViatcheslavKantor) bought indirectly, through Redbrick Holding, Acron,TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares,representing approximately 19.4784% of the Company's share capital andcarrying 19,321,700 voting rights (approximately 19,4784% of totalvoting rights) at the Company's general meeting;

Redbrick Holding (direct subsidiary of Terasta and indirectly owned byViatcheslav Kantor) bought indirectly, through Acron, TrustService,Norica, Opansa and Rainbee, 19,321,700 Company shares, representingapproximately 19.4784% of the Company's share capital and carrying19,321,700 voting rights (approximately 19,4784% of total voting rights)at the Company's general meeting.

"Transaction I"

Following the Transaction, Terasta and Redbrick Holding indirectlyincreased their share of total voting rights at the Company's generalmeeting to approximately 19.4784%, thus exceeding the 15% threshold oftotal voting tights at the general meeting.

A. Following Transaction I:

1. Redbrick Holding, the parent of Acron, held indirectly, through itssubsidiaries TrustService, Norica, Opansa and Rainbee, 19,321,700Company shares, representing approximately 19.4784% of the Company'sshare capital and carrying 19,321,700 voting rights (approximately19.4784% of total voting rights) at the Company's general meeting, ofwhich:

a) thorugh Norica it held indirectly 71,348 Company shares, representingapproximately 0.072% of the Company's share capital and carrying 71,348voting rights (approximately 0.072% of total voting rights) at theCompany's general meeting;

b) through Opansa it held indirectly 9,430,000 Company shares,representing approximately 9.5065% of the Company's share capital andcarrying 9,430,000 voting rights (approximately 9.5065% of total votingrights) at the Company's general meeting;

c) through Rainbee it held indirectly 9,820,352 Company shares,representing approximately 9.8999% of the Company's share capital andcarrying 9,820,352 voting rights (approximately 9.8999% of total votingrights) at the Company's general meeting.

2. Terasta, direct parent of Redbrick Holding, held indirectly (asdescribed in Section A.1 a−c above), through its subsidiaries Acron,TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares,representing approximately 19.4784% of the Company's share capital andcarrying 19,321,700 voting rights (approximately 19.4784% of totalvoting rights) at the Company's general meeting.

3. Subero, direct parent of Terasta, held indirectly (as described inSection A.1 a−c above), through its subsidiaries Redbrick Holding,Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Companyshares, representing approximately 19.4784% of the Company's sharecapital and carrying 19,321,700 voting rights (approximately 19.4784% oftotal voting rights) at the Company's general meeting.

4. Viatcheslav Kantor, owner of Subero, held indirectly (as described inSection A.1 a−c above), through his companies Terasta, Redbrick Holding,Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Companyshares, representing approximately 19.4784% of the Company's sharecapital and carrying 19,321,700 voting rights (approximately 19.4784% oftotal voting rights) at the Company's general meeting.

A. Prior to the Transaction:

1. Redbrick Holding did not hold, whether directly or indirectly, anyCompany shares.

2. Terasta did not hold, whether directly or indirectly, any Companyshares.

3. Subero, the parent of Acron, held indirectly, through itssubsidiaries TrustService, Norica, Opansa and Rainbee, 19,321,700Company shares, representing approximately 19.4784% of the Company'sshare capital and carrying 19,321,700 voting rights (approximately19.4784% of total voting rights) at the Company's general meeting, ofwhich:

a) thorugh Norica it held indirectly 71,348 Company shares, representingapproximately 0.072% of the Company's share capital and carrying 71,348voting rights (approximately 0.072% of total voting rights) at theCompany's general meeting;

b) through Opansa it held indirectly 9,430,000 Company shares,representing approximately 9.5065% of the Company's share capital andcarrying 9,430,000 voting rights (approximately 9.5065% of total votingrights) at the Company's general meeting;

c) through Rainbee it held indirectly 9,820,352 Company shares,representing approximately 9.8999% of the Company's share capital andcarrying 9,820,352 voting rights (approximately 9.8999% of total votingrights) at the Company's general meeting.

4. Viatcheslav Kantor, as the owner of Subero, held indirectly (asdescribed in Section B.3.a−c above), through his companies Acron,TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares,representing approximately 19.4784% of the Company's share capital andcarrying 19,321,700 voting rights (approximately 19.4784% of totalvoting rights) at the Company's general meeting.

As Transaction I was an intra-group transaction, the indirect holding ofthe Company shares and voting rightd at the Company's general meeting byViatcheslav Kantor and Subero did not change.

Furthermore, pursuant to Art. 69.1.2, Art. 69a.3 and Art. 87.5.1 of thePublic Offering Act, the notification reads that following theintra-group transaction whereby on June 9th 2016 Redbrick Holding soldAcron shares indirectly and directly to Redbrick Investments (controlleddirectly by Redbrick Holding and indirectly by Terasta, Subero andViatcheslav Kantor), which resulted in Redbrick Investments becoming theparent of Acron, on June 9th 2016:

Viatcheslav Kantor, Subero (owned by Viatcheslav Kantor), Terasta(direct subsidiary of Subero and indirectly owned by Viatcheslav Kantor)and Redbrick Holding (direct subsidiary of Terasta and indirectly ownedby Viatcheslav Kantor) sold indirectly, through Acron, TrustService,Norica, Opansa and Rainbee, 19,321,700 Company shares, representingapproximately 19.4784% of the Company's share capital and carrying19,321,700 voting rights (approximately 19,4784% of total voting rights)at the Company's general meeting,

and further

bought indirectly, through Redbrick Investments, Acron, TrustService,Norica, Opansa and Rainbee, 19,321,700 Company shares, representingapproximately 19.4784% of the Company's share capital and carrying19,321,700 voting rights (approximately 19.4784% of total voting rights)at the Company's general meeting;

Redbrick Investments bought indirectly, through Acron, TrustService,Norica, Opansa and Rainbee, 19,321,700 Company shares, representingapproximately 19.4784% of the Company's share capital and carrying19,321,700 voting rights (approximately 19.4784% of total voting rights)at the Company's general meeting.

"Transaction II"

Following Transaction II, Redbrick Investments indirectly increased itsshare of total voting rights at the Company's general meeting toapproximately 19.4784%, thus exceeding the 15% threshold of total votingtights at the general meeting.

C. Following Transaction II:

1. Redbrick Investments, the parent of Acron, holds indirectly, throughits subsidiaries TrustService, Norica, Opansa and Rainbee, 19,321,700Company shares, representing approximately 19.4784% of the Company'sshare capital and carrying 19,321,700 voting rights (approximately19.4784% of total voting rights) at the Company's general meeting, ofwhich:

a) thorugh Norica it holds indirectly 71,348 Company shares,representing approximately 0.072% of the Company's share capital andcarrying 71,348 voting rights (approximately 0.072% of total votingrights) at the Company's general meeting;

b) through Opansa it holds indirectly 9,430,000 Company shares,representing approximately 9.5065% of the Company's share capital andcarrying 9,430,000 voting rights (approximately 9.5065% of total votingrights) at the Company's general meeting;

c) through Rainbee it holds indirectly 9,820,352 Company shares,representing approximately 9.8999% of the Company's share capital andcarrying 9,820,352 voting rights (approximately 9.8999% of total votingrights) at the Company's general meeting.

2. Redbrick Holding, direct parent of Redbrick Investments, holdsindirectly (as described in Section C.1.a−c above), through itssubsidiaries Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700Company shares, representing approximately 19.4784% of the Company'sshare capital and carrying 19,321,700 voting rights (approximately19.4784% of total voting rights) at the Company's general meeting.

3. Terasta, direct parent of Redbrick Holding, holds indirectly (asdescribed in Section C.1.a−c above), through its subsidiaries RedbrickInvestments, Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700Company shares, representing approximately 19.4784% of the Company'sshare capital and carrying 19,321,700 voting rights (approximately19.4784% of total voting rights) at the Company's general meeting.

4. Subero, direct parent of Terasta, holds indirectly (as described inSection C.1.a−c above), through its subsidiaries Redbrick Holding,Redbrick Investments, Acron, TrustService, Norica, Opansa and Rainbee,19,321,700 Company shares, representing approximately 19.4784% of theCompany's share capital and carrying 19,321,700 voting rights(approximately 19.4784% of total voting rights) at the Company's generalmeeting.

5. Viatcheslav Kantor, owner of Subero, held indirectly (as described inSection C.1.a−c above), through his companies Terasta, Redbrick Holding,Redbrick Investments, Acron, TrustService, Norica, Opansa and Rainbee,19,321,700 Company shares, representing approximately 19.4784% of theCompany's share capital and carrying 19,321,700 voting rights(approximately 19.4784% of total voting rights) at the Company's generalmeeting.

Prior to Transaction II:

1. Redbrick Investments did not hold, whether directly or indirectly,any Company shares.

2. Redbrick Holding, the parent of Acron, held indirectly, through itssubsidiaries TrustService, Norica, Opansa and Rainbee, 19,321,700Company shares, representing approximately 19.4784% of the Company'sshare capital and carrying 19,321,700 voting rights (approximately19.4784% of total voting rights) at the Company's general meeting, ofwhich:

a) thorugh Norica it held indirectly 71,348 Company shares, representingapproximately 0.072% of the Company's share capital and carrying 71,348voting rights (approximately 0.072% of total voting rights) at theCompany's general meeting;

b) through Opansa it held indirectly 9,430,000 Company shares,representing approximately 9.5065% of the Company's share capital andcarrying 9,430,000 voting rights (approximately 9.5065% of total votingrights) at the Company's general meeting;

c) through Rainbee it held indirectly 9,820,352 Company shares,representing approximately 9.8999% of the Company's share capital andcarrying 9,820,352 voting rights (approximately 9.8999% of total votingrights) at the Company's general meeting.

3. Terasta, direct parent of Redbrick Holding, held indirectly (asdescribed in Section D.1.a−c above), through its subsidiaries Acron,TrustService, Norica, Opansa and Rainbee, 19,321,700 Company shares,representing approximately 19.4784% of the Company's share capital andcarrying 19,321,700 voting rights (approximately 19.4784% of totalvoting rights) at the Company's general meeting.

4. Subero, direct parent of Terasta, held indirectly (as described inSection D.1.a−c above), through its subsidiaries Redbrick Holding,Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Companyshares, representing approximately 19.4784% of the Company's sharecapital and carrying 19,321,700 voting rights (approximately 19.4784% oftotal voting rights) at the Company's general meeting.

5. Viatcheslav Kantor, owner of Subero, held indirectly (as described inSection D.1.a−c above), through his companies Terasta, Redbrick Holding,Acron, TrustService, Norica, Opansa and Rainbee, 19,321,700 Companyshares, representing approximately 19.4784% of the Company's sharecapital and carrying 19,321,700 voting rights (approximately 19.4784% oftotal voting rights) at the Company's general meeting.

Further, as Transaction II was an intra-group transaction, the indirectholding of the Company shares and voting rights at the Company's generalmeeting by Viatcheslav Kantor, Subero Terasta and Redbrick Holding didnot change.

Viatcheslav Kantor notified the Company that apart from Norica, Opansaand Rainbee, none of his subsidiaries held any Company shares.

Subero notified the Company that apart from Norica, Opansa and Rainbee,none of its subsidiaries held any Company shares.

Terasta notified the Company that apart from Norica, Opansa and Rainbee,none of its subsidiaries held any Company shares.

Redbrick Holding notified the Company that apart from Norica, Opansa andRainbee, none of its subsidiaries held any Company shares.

Redbrick Investments notified the Company that apart from Norica, Opansaand Rainbee, none of its subsidiaries held any Company shares.

Each of Viatcheslav Kantor, Subero, Terasta, Redbrick Holding andRedbrick Investments separately informed the Company that there were nopersons such as those referred to in Art. 87.1.3.c of the PublicOffering Act.

Legal basis: Art. 70.1.1 of the Act on Public Offering, ConditionsGoverning the Introduction of Financial Instruments to OrganisedTrading, and Public Companies, dated July 29th 2005 (consolidated text:Dz. U. of 2013, item 1382, as amended).