Presentation

17th WallStreet Conference 7th June 2013

Capital Group – General Information

Major European chemical producer

Stable financial position

Unique position in the Polish market

Diversified product portfolio

Balanced geographical presence

Low debt to equity ratio and

increasing dividend distribution

Growth in scale through M&A activity

Experienced management team

3

Grupa Azoty at a Glance

Grupa Azoty at a Glance

4

The Company listed on the

Warsaw Stock Exchange since

2008

Long-term expertise

No. 1 chemical Group in

Poland in fertilizers,

engineering plastics, OXO

alcohols and plastics

Revenue PLN 7.1bn (in 2012)

Shareholding

structure

State Treasury: 33.00%

ING OFE: 9.96%

Norica Holding S.à.r.l.

including Cliffstone

Holdings Ltd.: 15.34%

Aviva OFE Aviva BZ WBK

(Pension Fund): 7.86%

EBRD: 5.75%

Towarzystwo Funduszy

Inwestycyjnych PZU S.A.

(Investment Fund): 8.76%

Others: 19.33%

Official

opening of the

company

Modernization of the

company which

becomes one of the

biggest Polish producers

of fertilizers and

chemicals

Commercialization

of ZAT S.A. and

investments in the

sector of

polyamides, POM,

nitric acid;

separating daughter

companies

Deep restructuring of production,

organisation, finance, property

and employment; ZAT S.A. is

included in the governmental

programme of restructuring,

consolidation and privatization of

Major Chemical Synthesis

Further inner

restructuring,

improvement of

economic results;

planning out the

privatisation route:

individual one, branch

investor, Nafta Polska

S.A. as the operator.

Commencement of

privatization

process. 80% shares

in ZAT S.A. is

contributed to Nafta

Polska S.A. by the

State Treasury

30th June 2008 Grupa Azoty

S.A. is floated on the

Warsaw Stock Exchange.

Acquisition of:

- ATT Polymers GmbH

- controlling stake in

ZAK S.A.

Acquisition of:

- controlling stake in ZCh Police

- shares in ZAK S.A.

• Acron’s public tender offer for ATT

• Acquisition of 10.3% shares in ZA Puławy

Acquisition of a

controlling stake in

ZA Puławy

Development of Grupa Azoty S.A.

5

1930 1970-1990

1990-2000

2000-2002

2003-2004

2005 2008 2010 2011 2012 2013

Grupa Azoty (Capital Group)

6

2011 2012

Revenue 5.3 mld PLN 7.1 mld PLN

Net profit 0.5 mld PLN 0.3 mld PLN Equity 3.2 mld PLN 3.5 mld PLN Average employment*

Grupa Azoty (Capital Group)

9 322

8 607

Dominant company 2 061 2 066

compared to 2011

* As at 31st December 2012

Events in Grupa Azoty

Publication of the Strategy for the years 2012-2020

Acquisition of shares in ZA Puławy S.A. (83.7% of ZAP share capital)

Follow-up public tender offer to sell additional package of shares

constituting 16.3% of ZAP share capital

Implementation of the consolidation process of Grupa Azoty

Organizational changes in Grupa Azoty adjusting to the

requirements of modern management in a big capital group

Start-up of a new Hydrogen Plant in Tarnów

Increasing the offtake of natural gas from local sources

8

Key Events: June 2012 – June 2013

Dividends Paid by Companies from Grupa Azoty

Grupa Azoty S.A.

The amount allotted for the dividend payment: PLN 148,793,226

Dividend value per share: PLN 1.50

Dividend record date: 24th May 2013

Zakłady Chemiczne Police S.A.

The amount allotted for the dividend payment: PLN 50,250,000

Dividend value per share: PLN 0.67

Dividend record date: 15th May 2013

Grupa Azoty Puławy

The amount allotted for the dividend payment: PLN 179,681,000

Dividend value per share: PLN 9.40

Dividend record date: 15th January 2013

Grupa Azoty ZAK S.A.

The amount allotted for the dividend payment: PLN 63,284,274.60

Dividend value per share: PLN 1.11

Dividend record date: 15th May 2013

9

25th place in the ranking by

”Polityka” weekly -

- 500 largest Polish companies

1st award in the contest

”The Pillars of Polish Economy”

for the most distinguished company

from Małopolska Province

1st place in ”The Ranking of

the Most Dynamically Developing Listed Companies” by Forbes

10th position in the rating ”The WSE Company of the Year 2012” by ”Puls

Biznesu” daily

The title of ”The One Who Changes the Polish Industry”

Shares in Grupa Azoty S.A. in the MSCI Indices

Constant presence in the Respect Index

source: Puls Biznesu

10

Selected Awards and Ratings

The Strategy of Grupa Azoty for the Years 2012-2020

Fertilizers Plastics Chemicals Power Raw

materials

+ + + +

Generating one of

the highest return

on invested

capital in the

sector

Maintaining

permanent

position as one of

the top 3 fertilizer

producers in

Europe

Becoming part of

the main index at

the WSE

Strategy 2012 - 2020 is Focused on Creating Value for Shareholders

Growth of value for shareholders (growth of the share quotation by 111% since the publication

of the Strategy1)

Considerable growth of the scale of operations, especially in the production of fertilizers and

caprolactam

Expanding the fertilizer products portfolio with liquid and specialty fertilizers 2012 – 2020 1. Growth of closing quotations of shares in Grupa Azoty S.A. between 13th June 2012 and 24th May 2013

12

Konsekwentna realizacja przyjętej Strategii Grupy na

lata 2012-2020

To make the maxium use of the considerable operation scale in the Group the consolidation process

with Grupa Azoty PUŁAWY is being carried out

The Strategy implementation enriched by the opportunities resulting from the consolidation

The Group also continues the activities aimed at the improvement of the competitive position and

the compensation for the lack of resources advantage

Reduction of the production costs through the modernization of the main production chains (e.g.

reduction of energy consumption)

Production chains lengthening (specialty fertilizers, compounds)

Capital ties and long-term contracts with the suppliers of selected raw materials

(e.g. sulphur)

Growth of the efficiency in terms of technological solutions due to technology transfer in the Group

(inter alia: transfer of phenol technologies as well as urea and ammonia technology)

Increasing competitive advantage by reducing costs and increasing margins

Development of individual companies and growth of their value

13

Consequent Implementation of the Strategy

Consolidation of Grupa Azoty

2013*

11.1

2012

7.1

2011 2007

1.3

5.3

2010

1.9

2009

1.2

2008

1.4

30%

25%

20%

15%

10%

5%

0%

2010

Acquisition of ATT

Polymers GmbH

Acquisition of a 53% stake

in ZAK

2011

Acquisition of a 66% stake

in ZCh Police

Purchase of a 41% stake in ZAK

+54%

CAGR 2007-2012

•Evaluated based on pro forma for 2012

•Source: own data

2012

Acquisition of a 10.4%

stake in ZA Puławy

through the first public

tender offer

Consolidated revenue, PLN bn

15

Expansion Through Acquisitions

2013

Acquisition of a controlling

stake in ZA Puławy

16

Consolidation with z Grupa Azoty PUŁAWY

A solid foundation for notable advantages,

supporting the existing relations with employees

and trade unions

Following mainly the expectations of local

communities and needs of local regions,

the transaction assumes retaining the current

headquarters of the companies

Keeping the structure of tax payments to the

current regions after the transaction due to the needs of local

communities and regions where the companies are taxpayers

Maintaining the existing and creating new jobs by improving the market

position of the consolidated companies

Schedule Effect

Stage 1: 13th July 2012

Public Tender Offer for 32% shares

in Grupa Azoty Puławy

Acquisition of 1 968 083 shares in Grupa

Azoty Puławy, representing 10.3% of the

Company’s share capital

14th November 2012

Agreement on Consolidation

with Grupa Azoty Puławy

Defining principles of cooperation within

the consolidation process of the Capital

Group

Stage 2: 16th January 2013

Issue of 35 080 040 D Series Shares in

Azoty Tarnów

Acquisition of 14 032 026 shares in

ZA „Puławy”, representing 73.4% of the

Company’s share capital, as a result of

shares swap

In total: 83.7% in ZAP share capital

18th January 2013

The European Commission’s approval

of the concentration

Condition necessary to continue

the consolidation process

Stage 3: 19th Februry 2013

Follow-up Public Tender Offer for shares

in ZA „Puławy”

Public Tender Offer for 3 114 891 shares

in Grupa Azoty Puławy, representing 16.3%

of the Company’s share capital

In total: 95.89% in ZAP share capital

17

Consolidation with ZA Puławy in a Nutshell

The consolidation project inauguration on 21st February in Tarnów

Appointed the Consolidation Committee and 14 working teams

140 managers and specialists involved in the work

The consolidation project was supported by The Boston Consulting Group

Advanced works on the target management model of Grupa Azoty

Joint management of the areas with the highest influence on the financial

result as well as the biggest synergy potential, including:

- Commercial activities in the fertilizer segment

- Purchases of gas and strategic raw materials

- Logistics and intermediate products flow

Furthermore, the implementation of the unified practices and standards

and the exchange of know-how

Gradual implementation since 2Q 2013

18

Consolidation with Grupa Azoty PUŁAWY

Product Data

58%

14%

19%6%

3%

Plastics

Polyamide

Caprolactam

Others

Fertilizers

Ammonium Nitrate (AN)

NPK

Urea

UAN, CAN, Ammonia

Other

Diversified Business Profile – Revenue 1Q 2013

Pigments

Titanium white

Other

Others

Power

Laboratory services

Catalysts

Other activity

20

Chemistry

OXO Products

Urea, technical grade

Melamine

Others

ZCH Police Urea

NPK, NP, NS

TiO2

Ammonia

Grupa Azoty AN,CAN, AS

ASN

CPL,PA 6, POM

Compounding

ZAK AN, CAN

Urea

OXO Alcohols

Plasticizers

ATT Polymers PA 6

ZA Puławy AN, UAN, AS

Urea

Melamine

CPL

RedNOx

Hydrogen peroxide

Fosfory NPK, P

Adipol NPK, N, P, K

BBM Terminal

Core Business

21

Logistics

Production

Navitrans Logistics

ZMPP Port

21

22

South America

5%

+4%

Africa

1%

+0.42% Poland

56%

+8%

European

Union*

30%

-8%

Asia

5%

+2%

Non-EU

countries

2%

-6%

Strong Position in the Target Markets

Almost 90% of the revenue is generated by sales to EU countries

* Without Poland

1Q 2012

1Q 2013

North

America

1%

-0.2%

23

Fertilizers

No. 1 in compound

fertilizers¹

No. 1 in mineral fertilizers²

No. 1 in fertilizers containing

sulphur

No. 1 in nitrogen fertilizers

Plastics, OXO, Pigments,

Melamine

No. 1 in polyamide

No. 1 in OXO alcohols

and plasticizers

No. 1 in titanium white

No. 1 in melamine

Fertilizers

No. 3 in compound

fertilizers

No. 2 in mineral fertilizers

Plastics, OXO, Melamine

No. 4 in plasticizers

No. 7 in OXO alcohols

No. 5 in polyamide 6³

No. 2 in melamine

Notes: ¹ Compound fertilizers in total (AP, NPK, PK); ² Compound fertilizers + nitrogen fertilizers; ³ Among integrated producers;

2013

Grupa Azoty is an Important Producer in the Region …

Grupa Azoty (Capital Group)

Grupa Azoty S.A. on the WSE

25

Max (21st May 2013): 88.50 PLN

Min (3rd February 2009): 6.00 PLN Change min to max: 1375 %

Change since IPO: 415.95%

Main Ratios since IPO in 2008 - Quarterly*

26

million PLN

* Grupa Azoty (Capital Group)

-100

0

100

200

300

400

500

0

500

1 000

1 500

2 000

1Q

2008

2Q

2008

3Q

2008

4Q

2008

1Q

2009

2Q

2009

3Q

2009

4Q

2009

1Q

2010

2Q

2010

3Q

2010

4Q

2010

1Q

2011

2Q

2011

3Q

2011

4Q

2011

1Q

2012

2Q

2012

3Q

2012

4Q

2012

1Q

2013

Revenue and net profit

Revenue Net profit

-100

0

100

200

300

400

1Q

2008

2Q

2008

3Q

2008

4Q

2008

1Q

2009

2Q

2009

3Q

2009

4Q

2009

1Q

2010

2Q

2010

3Q

2010

4Q

2010

1Q

2011

2Q

2011

3Q

2011

4Q

2011

1Q

2012

2Q

2012

3Q

2012

4Q

2012

1Q

2013

EBITDA and net debt

Net debt EBITDA

Grupa Azoty S.A.: 1 618

ZAK Capital Group:

2 109

Police Capital Group:

2 878

Others 493

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

2011 2012 Change

y/y

4Q

2011

1Q

2012

2Q

2012

3Q

2012

4Q

2012

1Q

2013

Total sales revenue 5 338 7 099 2 058 1 906 1 909 1 697 1 587 2 678

EBIT 581 372 191 241 112 21 -2 419

EBITDA 770 611 256 301 172 78 60 530

Net profit 499 315 196 180 93 20 22 410

m PLN

Structure of the consolidated revenue of the Group for Jan to Dec 2012

27

Grupa Azoty (Capital Group) – Financial Data

Ratio Analysis - Grupa Azoty (Capital Group)

28

Ratio 1Q 2012 1Q 2013

Profitability ratios

EBIT (%) 12.6 15.7

EBITDA (%) 15.8 19.8

ROCE 6.0 5.8

ROE 5.4 6.6

Liquidity ratio

Liquidity ratio I 1.7 2.0

Debt ratios

Debt ratio(%) 35.0 28.3

Net debt (million PLN) 70 -135

Net debt/ EBITDA (%) 23.2 X

Disclaimer

29

The information contained herein has been prepared by Grupa Azoty S.A. (“the Company”) solely for the use at an investor presentation on 9th May 2013 (“the Presentation”).

By attending the meeting where this Presentation is made or by reading the Presentation slides, you agree to be bound by the following limitations and stipulations.

This Presentation does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire any

securities of the Company or any member of its group (“the Group”) or Grupa Azoty Zakłady Azotowe „Puławy” S.A. (”ZAP”). Nor should it or any part of it form the basis of, or

be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any member of its Group or ZAP, nor shall it or any part of it form

the basis of or be relied on in connection with any contract or commitment or investment decision referring to securities of the Company, any member of its Group or ZAP. This

Presentation does not constitute a recommendation regarding any securities of the Company, any members of its Group or ZAP.

The only legally binding document on the Tender Offer to subscribe for the sale of shares in ZAP, authorising to exercise 16.3% votes at the General Meeting of ZAP (“the

Tender Offer”) is the content of the Tender Offer, announced on 19th February 2013 by the Management Board (as amended) through UniCredit CAIB Poland S.A. with a

registered office in Warsaw, Poland as well as Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział - Dom Maklerski (Brokerage House) PKO Banku Polskiego w

Warszawie, pursuant to the requirements of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organised

Trading System and on Public Companies (consolidated text: Polish Journal of Laws of 2009 no. 185, item 1439) and the Ordinance of the Minister of Finance of 19th October

2005 on Specimen Tender Offers for the Sale or Exchange of Shares of a Public Company, Detailed Means of their Announcement and the Terms and Conditions of Purchasing

Shares under such Tender Offers (Polish Journal of Laws of 2005, no. 207, item 1729 as amended).

No statement or assurance, explicit or implied, has been lodged by or on behalf of the Company or any of its shareholders, members of its bodies, officers, employees,

representatives or advisors or any other person, as to the accuracy, completeness or reliability of the information or opinions presented in this Presentation.

Matters discussed in this Presentation may constitute forward-looking statements. The forward-looking statements are those other than statements of historical fact.

Statements which include the words “expects”, “intends”, “plans”, “believes”, “projects”, “anticipates”, “will”, “targets”, “aims”, “may”, “would”, “could”, “continues”

and similar statements of a future or forward-looking nature serve to indicate such forward-looking statements. Forward-looking statements include statements regarding the

financial performance, business strategy, plans and objectives of the Company with respect to future operations (including development plans relating to the Company). All

forward-looking statements included in this Presentation address matters that involve known and unknown risks, uncertainties and other factors which could cause the

Company's actual results, performance or achievements to differ materially from those indicated in these forward-looking statements and from the past results, performance or

achievements of the Company. Such forward-looking statements are based upon various assumptions of future events, including numerous assumptions regarding the Company's

present and future business strategies and future operating environment. Although the Company believes that these estimates and assumptions are reasonable, they may prove

to be incorrect. The information, opinions and forward-looking statements contained in this Presentation speak only as of the date of this Presentation and are subject to

change without notice. The Company and its respective representatives, employees or advisors do not intend to, and expressly disclaim any duty, undertaking or obligation to

make or disseminate any supplement, amendment, update or revision of any of the information, opinions or forward-looking statements contained in this Presentation in order

to reflect any change in events, conditions or circumstances.

Neither the Company nor any of its shareholders, members of its bodies, officers, employees, representatives or advisers, nor any other person accepts any liability whatsoever

for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection therewith.

Neither the Company nor of any of its shareholders, members of its bodies, officers, employees, representatives or advisers, nor any other person undertakes to provide

recipients of this Presentation with access to any additional information or to update this Presentation.

This Presentation is not for distribution or use by any person or entity in any jurisdiction where such distribution or use would be contrary to local law or regulation or which

would oblige the Company or any of its affiliates to authorization, licensing or other registration requirements under applicable laws. Neither this Presentation nor any part or

copy of it may be taken or transmitted into the United States of America, or distributed directly or indirectly in the United States of America. Any failure to comply with this

restriction may constitute a violation of securities laws of the United States of America. Persons into whose possession this Presentation comes should observe all such

restrictions. Any securities referred to herein have not been and shall not be registered under the US Securities Act of 1933. Any such securities may not be offered or sold in

the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of that Act.

Thank you very much

for your kind attention .

More information: www.grupaazoty.com