Current report no. 41/2018 dated 6.09.2018

Conclusion of a share purchase agreement of shares in Goat TopCo GmbH bythe Issuer

Legal grounds: Article 17 section 1 of the MAR - inside information

The Management Board of Grupa Azoty S.A. (hereinafter the "Issuer","Grupa Azoty") gives notice that on 6th September 2018, the Issuerentered with Goat Netherlands B.V., a company with its registered officein Amsterdam belonging to XIO Group, (hereinafter the "Seller") into aconditional share purchase agreement ("Agreement") with regard to theacquisition of 25,000 (twenty-five thousand) shares by the Issuerrepresenting 100% of the share capital in Goat TopCo GmbH with itsregistered office in Münster, Germany (hereinafter "Goat TopCo"), for apurchase price not higher than EUR 235 million (two hundred andthirty-five million euro) (hereinafter the "Transaction").

The subject matter of the Transaction is the acquisition of 100% of theshares in Goat TopCo, a holding company for 22 companies, including themain operational company COMPO EXPERT GmbH with its registered office inMünster, Germany, one of the world's largest producers of specialtyfertilizers (hereinafter "COMPO EXPERT Group"). The Transaction will beentirely financed from the credit facility limits available to GrupaAzoty. The Agreement provides for the payment of an amount of EUR 6million (six million euro) by Grupa Azoty to an escrow deposit atsigning. However, the payment of the price for the shares in Goat TopCo,less the amount paid into the escrow deposit, will be a one-off paymentand will take place at the closing of the Transaction with the Issuertaking control over Goat TopCo.

For the last financial year that ended on 30 September 2017 the COMPOEXPERT Group recorded revenues of EUR 333 million (three-hundred andthirty-three million euro), reaching an EBITDA after excluding one-offevents of EUR 30 million (thirty million euro).

The Agreement regulates in detail the Transaction's financialmechanisms, including the purchase price determination, the Seller'sguarantees and liability, conditions for the closing of the Transaction,such as obtaining consent from the Issuer's General Shareholders'Meeting and obtaining antimonopoly authorities' consents, which isexpected to happen not earlier than in October 2018 and no later than inthe first quarter of 2019, the covenants between the date of the signingof the Agreement and the date of the closing of the Transaction, as wellas the rules of reimbursing costs incurred by the parties to theAgreement, if the Transaction is not successfully closed.

The Transaction is part of the Issuer's strategy to strengthen GrupaAzoty's position among the leaders of agricultural solutions. TheTransaction opens new possibilities for Grupa Azoty to diversify itsbusiness activities, and to simultaneously acquire highly innovativetechnology and unique know-how and a developed distribution network.

COMPO EXPERT Group's product offering will supplement the productportfolio of Grupa Azoty, by contributing advanced solutions in thefield of specialty fertilisers.

Legal grounds: Article 17 section 1 of the Regulation of the EuropeanParliament and of the Council (EU) No. 596/2014 of 16 April 2014 onmarket abuse (market abuse regulation) and repealing Directive 2003/6/ECof the European Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of theEuropean Union of 12 June 2014, No. L 173/1 as amended).