Presentation of Results for Q3 2012 Azoty Tarnów Group
Azoty Tarnów Group Q3 2012 in numbers Grupa Kapitałowa w roku Revenue 5 511.8 million PLN Net profit 292.8 million PLN Equity 3 454.8 million PLN Average employment * 8 724 people compared to Q3 * As at 30 th September 2012 Sale of ZWRI at the end of the year 220 people and employment reduction at ZCh Police 2
Overview of Key Events at Azoty Tarnów We use the opportunities for the development of Azoty Tarnów Group Acquisition of shares in ZA Puławy Stage 1: Public Tender Offer Acquisition of 1,968,083 shares in ZA Puławy, constituting 10.3% of its share capital Price per share: 110 PLN Total value of the transaction: 216,489,000 PLN Sources of funds: own funds and the Agreement of Joint Financing with PKO BP and PZU Życie Aviva OFE BZ WBK 9.98% Norica Holding S.à.r.l. including Agroberry Ventures Limited 13.23% Shareholding structure Others 20.00% Generali OFE 5.21% ING OFE 14.43% PZU OFE "Złota Jesień" 5.10% State Treasury 32.05% 3
Overview of Key Events at Azoty Tarnów We use the opportunities for the development of Azoty Tarnów Group Stage 2: Issuing new shares in Azoty Tarnów Target: increasing the shareholding of Azoty Tarnów in the total number of votes at the General Meeting of ZAP Exchange ratio: 2.5 new shares in Azoty Tarnów for 1 share in ZAP contributed to Azoty Tarnów The Strategy of Azoty Tarnów for 2012-2020 and the presented plan of consolidating the chemical sector was accepted by Shareholders of Azoty Tarnów who supported the plans of the Management Board at the Extraordinary Meeting of Shareholders on 14 th July 2012. 4
Other Important Events at Azoty Tarnów Concluding an Agreement between Azoty Tarnów and ZA Puławy Placing a binding offer for the acquisition of 85% shares in Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (Sulphur Mines and Chemical Works) in Grzybów Placing an offer for the acquisition of 50% shares in Bałtycka Baza Masowa (Baltic Bulk Terminal Ltd.) in Gdynia Start-up of a new Hydrogen Generation Plant. Increasing the consumption of natural gas from local sources Restructruring Azoty Tarnów adjusting it to the requirements of managing a large capital group 5
Other Important Events at Azoty Tarnów Group Continuing the consolidation of PKCh Capital Group Contributing the shares of subsidiaries of Z. Ch. Police S.A. to PKCh Sp. z o.o. Continuing the process of selling subsidiaries of ZAK S.A. 6
Azoty Tarnów Group Core Business Azoty Tarnów ZCh Police S.A. ZAK S.A. ATT Polymers GmbH Plastics Fertilizers: CAN, ASN, AS Fertilizers: NPK, NP, NS, Urea Titanium White Fertilizers: AN, CAN, Urea OXO Alcohols, Plasticizers Plastics Maintenance Logistics PKCh Sp. z o.o. PTK Koltar Sp. z o.o. Services relating to industrial processes and projects Railway transportation 7
The Leader Among Chemical Groups in Poland Fertilizers Poland: No. 1 in compound fertilizers * No. 1 in mineral fertilizers ** No. 1 in fertilizers containing sulphur Europe: No. 2 in compound fertilizers No. 3 in mineral fertilizers Titanium white No. 1 in Poland No. 11 in Europe Plasticizers No. 1 in Poland No. 4 in Europe OXO Alcohols No. 1 in Poland No. 7 in Europe Polyamide 6 (PA6) No. 1 in Poland No. 5 *** in Europe *compound fertilizers in total (AP, NPK, PK) **compound fertilizers + nitrogen fertilizers ***among integrated producers 8
Azoty Tarnów on the WSE Historical maximum of the quotation : 51.50 PLN November 2012 9
Strong Position in the Target Markets Over 90% of the revenue is generated by sales to EU countries North America 0.4% -0.12% European Union * 38% Other Europe 3% -2% Asia 3% -1% -7% Poland 50% South America 4% +2% Africa 2% +2% +6% Jan to Sep Jan to Sep 2012 * Without Poland 10
Determinants in Q3 2012 Financial parameters slight weakening of EUR against PLN in the comparable period by 0.3% strengthening USD against PLN in the comparable period by 11.2% WIBOR 1M interest rate - average annual increase by 0.29 point 5,0 PLN/USD Daily quotations, monthly interest rates 6,0% 4,5 PLN/EUR Interest rates 5,5% 4,0 5,0% 3,5 3,0 4,5% 2,5 4,0% 2,0 3-Jan-11 3-Mar-11 3-May-11 3-Jul-11 3-Sep-11 3-Nov-11 3-Jan-12 3-Mar-12 3-May-12 3-Jul-12 3-Sep-12 3,5% 11
PLN/t EUR/t Market Environment - Fertilizers and Raw Materials * Increase in grain prices by 10% (on average) Increase in nitrogen fertilizer prices by 2% (on average) Quotations of AN, AS, rape and wheat 2500 2000 1500 1000 500 0 1-Jan-11 1-Mar-11 1-May-11 1-Jul-11 1-Sep-11 1-Nov-11 1-Jan-12 1-Mar-12 1-May-12 1-Jul-12 1-Sep-12 Rape PLN/t Ammonium Nitrate AN EUR/t Calcium Ammonium Nitrate CAN EUR/t *Q3 2012 compared to Q3 Wheat PLN/t Ammonium Sulphate AS EUR/t 12
Market Environment - Phosphatic Fertilizers and Raw Materials * Increase in ammonia prices by 18% (on average) Decline in phosphorite prices by 8.5% (on average) Decline in phosphatic fertilizers prices by 13% (on average) Quotations of NPK, DAP, phosphorite and ammonia 700 500 300 100 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 *Q3 2012 compared to Q3 NPK USD/t DAP USD/t Ammonia USD/t Phosphorite USD/t 13
Market Environment - Organic Products and Plastics * Increase in petroleum raw materials prices by 10% (on average) Decline in plastics prices by 14% (on average) Decline in OXO alcohols and plasticizers prices by 1% (on average) Price quotations of benzene, CPL, PA6, DEHP, 2-EH and propylene 2 600 2 100 1 600 1 100 600 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 *Q3 2012 compared to Q3 Benzene EUR/t Caprolactam EUR/t PA6 EUR/t DEHP EUR/t 2-EH EUR/t Propylene EUR/t 14
Ratio Analysis Azoty Tarnów Group Ratio Q3 Q3 2012 Profitability ratios EBIT (%) 11.6 1.2 EBITDA (%) 15.2 4.6 ROCE (%) 19.8 13.5 ROE (%) 21.3 14.1 Liquidity ratio Liquidity ratio I 1.3 1.6 Debt ratios Debt ratio (%) 39.2 35.3 Net debt (million PLN) 227.9 157.4 Net debt/ EBITDA 0.3 0.2 */ data cover 9 months of 2012 **/ data cover 12 months as at 30th September 2012 15
Results of Azoty Tarnów Group million PLN 2012 Change y/y Q3 Q4 Q1 2012 Q2 2012 Q3 2012 Total sales revenue 3 280 5 512 1 314 2 058 1 906 1 909 1 697 EBIT 390 374 152 191 241 112 21 EBITDA 514 551 200 256 301 172 78 Net profit 303 293 116 196 180 93 20 Structure of the consolidated revenue of the Group for Jan to Sep 2012 Azoty Tarnów 1 233 GK ZAK 1 569 GK Police 2 321 0% 20% 40% 60% 80% 100% 16
Results of Azoty Tarnów million PLN 2012 Change y/y Q3 Q4 Q1 2012 Q2 2012 Q3 2012 Total sales revenue 1 334 1 526 514 583 569 430 527 EBIT 159 123 85 99 101 30-8 EBITDA 206 178 101 116 119 49 10 Net profit 130 225 69 78 79 134 12 EBITDA from Q3 to Q3 2012 160 140 120 100 80 60 40 20 0 million PLN 101 27 8 20 Q3 sales volume other revenues volume of used raw materials 27 38 41 sales price other costs price of used raw materials increase decrease 10 Q3 2012 17
Azoty Tarnów Group Financial Data Assets year to year in million PLN Tangible assets 66% Stock 12% Receivables 15% Other current assets 7% Liabilities year to year in million PLN Credits and loans 7% 2012 Change Tangible assets 3 376 3 535 5% Current assets 1 738 1 805 4% Inclusive of cash and cash equivalents 335 326-3% Total assets 5 114 5 340 4% 2012 Change Equity 3 111 3 455 11% Liabilities 2 003 1 886-6% Equity 65% Other liabilities 28% Inclusive of loans and borrowings 456 393-14% Total liabilities 5 114 5 340 4% 18
million PLN Segments Revenue Q3 2012/Q3 1 800 1 600 1 400 1 200 1 000 800 600 400 200 Others Pigments OXO Plastics Fertilizers 0 Q3 Q3 2012 19
Cash Flow in Azoty Tarnów Group Cash flow (million PLN) 2012 Cash flow from operating activities 269 574 Cash flow from investment activities -769-460 Cash flow from financial activities 546-40 Cash at the end of period 335 326 1 000 800 600 400 200 0 million PLN 333 245 245 Cash at the beginning of period 177 578 Profit after tax Depreciation Changes in working capital 38 9 755 793 Other items 216 586 Expenditures on acquisition of financial assets 260 increase 326 326 decrease Expenditures on Cash at the end real investments of period 20
Diversified Business Profile Fertilizers Plastics Phosphatic 25% Nitrate 15% Urea 9% Ammonium sulphate 3% Others 5% 58% 5 512 million PLN 16% Polyamide 12% Polytrioxane 1% Caprolactam 2% Others 1% Pigments 6% 5% 15% OXO Titanium white 5.9% Others 0.1% Revenue Jan to Sep 2012 OXO Alcohols 10% Plasticizers 4% Others 1% 21
Results by Segments Jan to Sep 2012 million PLN Net profit from sales Profit from sales EBIT EBITDA Fertilizers 3 225 330 327 391 Plastics 892 64 65 86 OXO Alcohols 814 32 31 50 Pigments 330 57 58 63 Others 251-70 -107-40 EBITDA 400 300 Jan to Sep Jan to Sep 2012 200 100 0-100 Fertilizers Plastics OXO Pigments Others 22
Fertilizers Segment million PLN Total revenue from sales Change y/y 1 308 3 225 EBIT 159 327 EBITDA 202 391 3 000 2 500 2 000 Segment revenue 2012 Others Ammonia Urea % participation in sales % participation in EBITDA 1 500 NS Nitrate 1 000 NP 500 NPK 0 million PLN 23
Fertilizers Segment million PLN Total revenue from sales Q3 Q3 2012 Change y/y 606 1 015 EBIT 65 60 EBITDA 85 80 1 100 1 000 900 800 700 Segment revenue Q3 2012 Others Ammonia Urea % participation in sales % participation in EBITDA 600 500 400 NS Nitrate 300 200 NP 100 NPK 0 million PLN 24
Plastics Segment million PLN Total revenue from sales Change y/y 915 892 EBIT 152 65 EBITDA 167 86 900 800 700 600 Segment revenue 2012 Others Cyclohexanone 500 POM % participation in sales % participation in EBITDA 400 300 Caprolactam 200 100 Polyamide 0 million PLN 25
Plastics Segment million PLN Total revenue from sales Q3 Q3 2012 Change y/y 304 280 EBIT 55-11 EBITDA 61-2 300 250 200 Segment revenue Q3 2012 Others Cyclohexanone % participation in sales 150 100 POM Caprolactam 50 Polyamide 0 million PLN 26
OXO Segment million PLN Total revenue from sales Change y/y 797 814 EBIT 106 31 EBITDA 125 50 800 700 600 500 Segment revenue 2012 Others Plastcizers % participation in sales % participation in EBITDA 400 300 OXO Alcohols 200 100 0 million PLN 27
OXO Segment million PLN Total revenue from sales Q3 Q3 2012 Change y/y 253 210 EBIT 23-26 EBITDA 29-19 200 150 Segment revenue Q3 2012 Others Plasticizers % participation in sales 100 OXO Alcohols 50 0 million PLN 28
Pigments Segment million PLN Total revenue from sales Change y/y 50 330 EBIT 13 58 EBITDA 15 63 Segment revenue 2012 300 Others 250 200 % participation in sales % participation in EBITDA 150 Titanium white 100 50 0 million PLN 29
Pigments Segment million PLN Total revenue from sales Q3 Q3 2012 Change y/y 50 104 EBIT 13 7 EBITDA 20 9 100 80 Segment revenue Q3 2012 Others % participation in sales % participation in EBITDA 60 40 Titanium white 20 0 million PLN 30
Business pro forma Purchase of Main Raw Materials* by Azoty Tarnów Group Natural gas constitutes over 30% of raw material purchases Petroleum products constitute over 25% of raw material purchases Q3 ** Q3 2012 Propylene 15% Natural Gas 24% Phosphorites 11% Others 16% Potassium salt 12% Phenol 8% Coal 5% Electricity 9% Propylene 12% Natural Gas 30% Others 14% Phosphorities 13% Potassium salt 10% Phenol 8% Coal 5% Electricity 8% * 100% purchase of main raw materials ** Azoty Tarnów Group in current composition since January 31
Disclaimer The information contained herein has been prepared by Zakłady Azotowe w Tarnowie-Mościcach S.A., with a registered office in Tarnów ( the Company ) solely for the use at an investor presentation on 20th August 2012 ( 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 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. Increasing the shareholding in ZAP is subject to compliance with several conditions, including preparation, approval and publication of the Prospectus containing information on the Company's offer of new issue shares addressed to shareholders of ZAP ( the Offer"). The only legally binding document on the Tender Offer to subscribe for the sale of shares in ZAP, authorising to exercise 32% votes at the General Meeting of ZAP ( the Tender Offer ) is the content of the Tender Offer, announced on 13th July 2012 by the Management Board (as amended) through UniCredit CAIB Poland S.A. with a registered office in Warsaw, Poland, 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). The only legally binding document on the Offer shall be the Prospectus drawn up by the Company subject to the approval of the Polish Financial Supervision Authority. 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, continue 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 subject 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. 32
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