1

The information memorandum

The full and short name

Joint Stock Company «Grodno Azot»

JSC «Grodno Azot»

The address (location)

Pr-t Kosmonavtov 100, Grodno, Republic of Belarus, 230013

Website

Data of the State registration

Grodno City Executive Committee has registered the Society on 13.09.2002 by the decision No758 in the UniformState register for legal bodies and individual businessmen №UNN 500036524

The information about theorganization management, contact phones

as for 01.04.2014

Mayanov Konstantin Pavlovich / General Manager / +375152 79 46 50 (office)
+375 29 7808101 (mobile)
Posledniaya Tamara Ivanovna / First Deputy General Manager - Deputy General Manager on Economy and Finance / +375152 79 45 27
+375 29 7811423 (mobile)
Krotov Maxim Viktorovich / Chief Engineer / +375152 79 4117
+375 29 7871023 (mobile)
Obukhov Viktor Nikolaevich / Acting Deputy General Manager on Production / +375152 79 4961
+375 29 7871025 (mobile)
Petrov Pavel Viktorovich / Acting Deputy General Manager on Commercial Matters / +375152 79 44 45
+375 29 7871040 (mobile)
Lipsky Gary Vladimirovich / Deputy General Manager on Capital Construction / +375152 79 40 03
+375 29 7871017 (mobile)
KravchenkoMichailVarfolomeevich / Deputy General Manager on Personnel Management, Social Matters and Ideology / +375152 79 42 29
+375 29 7871118 (mobile)
Bobyr, Igor M. / Vice General Director - Director of PTC «Khimvolokno» / +375152 56 12 64
+375 29 7800155 (mobile)
PoznyakAlexander Antonovich / Assistant to General Manager / +375152 79 41 11
RzaevaAntoninaMihajlovna / Chief Accountant / +375152 79 45 35
+375 29 7871090 (mobile)

I. General information about the organization

1) History of creation of the enterprise

According to the trends of the USSR national economy development for 1959-1969 on 10.04.1959 Council of Ministers of the USSR by the decision № 379 has approved among constructions for the seven-year plan the Belarus nitric fertilizer plant(NFP).

The original project provided annual production of 167 thousand tons of ammonia, 240 thousand tons of weak nitric acid, 70 thousand tons of urea , 313 thousand tons of ammonium nitrate.

In October, 1961 the management of NFP under construction has started to work.

On November, 30th, 1963 installation and construction personnel built a starting complex to the State inspection. On December, 3rd, 1963 in ammonium nitratedivision were released first tons of fertilizer on imported ammonia.

In the beginning of January, 1965 the first line of Ammonia-1 plant and then in turn Urea -1 line were put into operation. The second line of Ammonia-1 plant was put into operation in January, 1967. Capacity of the plant reached 200 thousand tons a year.

The second stage of development of the enterprise assumed construction of the second line of ammonia and urea production with designed capacity accordingly 218 and 180 thousand tons per year and caprolactam production with designed capacity of 50 thousand tons.

In March, 1970 Ammonia-2 plant, in April of the same year Caprolactam -1 plant and in June, 1971 –Urea -2 plant were put into operation.

In October, 1970 Grodnofertilizer plant was transformed to chemical combine named after S.O.Pritytsky.

In May, 1975 the Grodno chemical combine was transformed to the Grodno production association "Azot".

The third stage of development was connected with construction in 1976 - 1979 of large-capacity Ammonia-3 plant (capacity of 450 thousand tons/year) which was put into operation in May, 1979, and Urea-3 plant (capacity of 330 thousand tons/year) which was put into operationin October 1979, equipped with modern automatic equipmentbetter , than operated manufactures.

On April, 7th, 1981 valorous activities of the staff were distinguished by a high government award - Order of Peoples' Friendship.

In November, 1981 caprolactam production of 2ndtrain was started up.

In 1985Ammonia-4 plant with the capacity of 450 thousand tonsa year was put into operation.

In 1986 was started up Urea -4 plant with the capacity of 330 thousand tonsa year.

Since December 1993 production of ammonium nitratewas shifted toproduction of liquid nitric fertilizers (UAN), and from July, 1st 1992 manufacture of crystalline urea was shifted to manufacture of urea solution for UAN.

In 1994 crystalline hydroxylamine sulphate was started up.

In 1996 on the basis of the deduced from operation plantAmmonia-2 was made the production of crude methanol. At the end of 1999 according to a government program of import substitutionthe production of rectified methanol with the capacity of 55 400 tons a year was started up.

In 2002 together with the Dutch Engineering Company "Stamicarbon" was put into operation trial installation on urea granulation in «a boiling bed». By results of installation work high level of technological process and quality of released product was noted. JSC was granted the right to duplicate the technology on her site without licensing.

On August, 16th, 2000 by the decision of Executive Committee № 620Grodno production association «Azot»wastransformed to the Grodno industrial republican unitary enterprise «GPO Azot».

On August, 28th, 2002 according to the order of the Ministry of Economics of the Republic of Belarus № 116 Grodno industrial republican unitary enterprise«GPO Azot» was transformed to open joint-stock company «Grodno Azot».

On the basis of the decision of the Grodno city executive committee the record dtd 30.09.2011 was brought into the Uniform state register of legal bodies and individual businessmen about an exception of open joint-stock company «Grodno Khimvolokno» due to the termination of its activity by joining to JSC «Grodno Azot».

2) Principal activity (an activity from which the enterprise receives the basic volume of revenue, share of the given kind of activity in total revenueamount, in %)

Production of nitric fertilizers - 48,0 %

3) Other kinds of activity carried out by the enterprise

Manufacture of the refined oils and fats

Manufacture of ready textile products, except clothes (covers)

Manufacture of ropes, cords, twine

Manufacture of other textile products (cord fabric, technical fabric)

Manufacture of petroleum products

Manufacture of industrial gases

Manufacture of other basic inorganic chemical substances

Manufacture of other basic organic chemical substances

Manufacture of nitric compounds

Manufacture of plastic in primary forms

Manufacture of agrochemical products

Manufacture of paints, varnishes, enamels and mineral pigments for them

Manufacture of soap and washing cleaning and polishing agents

Manufacture of perfumery and cosmetic products

Manufacture of the chemical products which are not included into other groups

Manufacture of artificial and synthetic fibers

Manufacture of plastic products for packing of the goods

Processing of metal products with use of the basic technological processes of mechanical engineering

Manufacture of the other metal products which are not included into other groups

Manufacture of the equipment and apparatus for chemical processes

Manufacture of the goffered paper and cardboard, paper and cardboard tare

Edition of newspapers

Polygraphic activity which is not included in other groups

Capron line for fishing

Processing of a waste and breakage of nonferrous metals, extraction of mercury from lamps, thermometers

Manufacture of the electric power by thermal power stations

The electric power developed by power stations of the general use, block stations and other electro generating installations.

Electric power distribution

Manufacture of thermal energy by thermal power stations, independent boiler-houses, other sources

Collecting, purification and water distribution

Rent of the constructing equipment

Repair and maintenance service of cars under orders

Retail trade in shops

Granting of services by other places for residing

Granting of services by bars

Public catering

Activity of railway industrial transport

Activity of the other overland passenger transport which is not submitting to the schedule

Activity of an automobile truck transport

Leasing of own real estate

Hire of subjects of cultural and household

Technical tests and researches

Preschool education

Activity of sanatorium establishments

Medical practice

Dentist practice

Gathering and swapping of drains

Activity at sports objects

Cultivation of vegetables, their seeds, sprouts

Beekeeping

4) Enterprise capacities and market share

Description / Units / Capacity on the beginning of 2014
1 / Synthetic ammonia / thousand tons / 976,8
2 / Sulfuric acid / thousand tons / 305,0
3 / Nitric fertilizers on 100 % nitrogen basis / thousand tons / 750,1
4 / Caprolactam / thousand tons / 121,2
5 / Methanol / thousand tons / 80,0
6 / Carbonic acid of the highest grade / thousand tons / 24,0
7 / Biodiesel fuel / thousand tons / 200,0
8 / FAME / thousand tons / 30,0
9 / Polyamide-6 / thousand tons / 93,34
10 / Polyamide chemical fibers and yarns / thousand tons / 58,475
11 / Polyester chemical fibers and yarns / thousand tons / 3,645
Product description / World market share, %
Urea / less than 1 %
UAN / 2 – 3 %
Ammonium sulfate / 1 - 1,5 %
Caprolactam / 6 - 8 %
Methanol / 2 - 3 %

Share of PTC «Khimvolokno» in the market.

Manufacture of cord and industrial yarn in Belarus (PTC «Khimvolokno» JSC «Grodno Azot») in 2012 made up 37,8 thousand tons that makes 7,3 % of the worlds production of PA-6 yarn.

In 2012 PTC «Khimvolokno» JSC «Grodno Azot» produced 7493 thousand tons of polyamide texturized yarn what makes 0,83 % of the worlds volume of polyamide (PA6+PA66) carpet yarn production and 1,7 % of the worlds volume of PA6 carpet yarn manufacture.

Consumption of polyamide industrial yarn in the Russian Federation in 2013 was about 14,0 thousand tons. Share of PTC «Khimvolokno» in the market of the Russian Federation was 62,1 %.

Consumption of polyamide cord fabric in the Russian Federation in 2013 was 40005,1 thousand m2. Share of PTC «Khimvolokno» in the market of the Russian Federation was 30,5 %.

5) Advantages of the enterprise (for example, the favorable location, raw-material base presence, presence commodity distribution networks, own transport, available awards of competitions, exhibitions, etc.)

- Proximity to Baltic seaports;

- Presence of the European railway track;

- "Know-how" perfection;

- Qualified personnel;

- High innovative-technical potential.

Stability of the work, the guaranteed high quality of production, performance of all proved requirements of consumers, excellent service - all it promoted creation of worthy image of JSC «Grodno Azot» in the world markets of mineral fertilizers and caprolactam. Acknowledgement to that is delivery to the enterprise of some high government awards, award of the international prizes.

In 1970 as the repeated winner of competition between the industrial enterprises, Grodno production association «Azot» received the Red Banner of the Central Committee of the CPSU and Council of Ministers of the USSR on eternal storage, and in 1981 it was awarded Order of Peoples' Friendship.

In 1970 as the repeated winner of competition between the industrial enterprises, theGrodno production association «Azot» has received the Red Banner of the Central Committee of the CPSU and Ministerial council of the USSR on eternal storage, and in 1981 year it has been awarded by an award of Friendship of the People.

The enterprise is the winner of awards of the Grodno regional executive committee (2002 and 2005), the Governments of the Republic of Belarus (2006) for achievements in the field of quality, in 2002 was awarded the diploma of the Belarus Chamber of commerce as the prize-winner of republican competition" The Best exporter of year”. By results of activities for 2007 «Azot» became the winner of city competition among the industrial enterprises with delivery of the Red Banner.

Among the international awards received by «Azot» there are - a prize of Fund of assistance to development of east countries "Gold globe" (1994), Grand prix of the International program "Partnership for the sake of progress" (1997.), prizes "For the best trade mark" (2000), "Erstmaker-2000" in a nomination "For dynamics and progress of economic development" and others.

Many kinds of productsproduced by «Azot» were repeatedly included into number of "the Best goods of year of the Republic of Belarus".

6) Licenses, patents, certificates ISO.

Quality management system on manufacture of the basic production operates at the enterprise and corresponds to the next requirements:

ISO 9001, certified by the international body of Bureau Veritas - the conformity certificate № UA 226725 dtd 03.11.2011 is valid till 27.11.2014;

STBISO 9001, certifiedby Grodno - the certificate of conformityBY/11205.01.007 01237 is confirmed 19.02.2014, valid till 19.02.2017.

In 2013at the enterprise held the externalaudits which confirmed conformity of quality management system to standard requirements.

Since 2004 the system of environment control corresponding to the requirements of STB ISO 14001 functions at the enterprise. The system of environment control is certified in National system of acknowledgement of conformity of the Republic of Belarus. The date of the certificate of conformity is confirmed on 22.12.2012 and valid till 22.12.2015.

The control system of a labor safety and industrial safety corresponding to requirements OHSAS 18001, certified by the international body of BUREAU VERITAS operates at the enterprise since 2008. The conformity certificate No UA 226726 dtd 03.11.2011 isvalid till 27.11.2014.

In 2012 at the enterprise the system of management of food safety of production of liquid dioxide of carbon, conforming the requirements ISO 22000:2005, ISO/TS 22002-1:2009 is introduced. The certificate of conformity No DNKFRC95891FH dtd 18.09.2012 is valid till 17.09.2015.

Nine divisions of the enterprise are accredited on technical competence according to requirements of standard STBISO/MEK 17025: test laboratory (Central department of technical control), the central laboratory of enterprise, department of technical diagnostics, laboratory of not destroying control methods, test laboratory of mechanical-repair production, sanitarian laboratory, divisionof tests and measurements of electric equipment, sewage laboratory, calibration laboratory ofChief Metrologist Department.

At PTC "Khimvolokno" JSC "Grodno Azot" there are certified by BUREAU VERITAS Certification body:

Quality Management System to conform to the requirements of the international standard ISO 9001:2008, Certificate of Compliance UA227037 dd. November 08, 2012. Valid till December 16, 2015;

Environmental Management System to conform to the requirements of the international standard ISO 14001:2004, Certificate of Compliance UA226713 dd. October 25, 2011. Valid till November 15, 2014;

Occupational Safety Management System to conform to the requirements of the international standard OHSAS 18001:2007, Certificate of Compliance UA227038 dd. November 08, 2012. Valid till November 26, 2015.

In 2013 BUREAU VERITAS Certification body carried out supervisory audits of Quality Management System, Environmental Management System and Occupational Safety Management System. The systems were found as conforming to requirements of standards.

At PTC "Khimvolokno" with the purpose to confirm the conformity of activity of test laboratories to requirements of STB ISO / IEC 17025-2007 there were accredited:

chemical research sector (CRS) (certificate No. BY /112 02.2.0. 3345 dd. 30.09.2008, valid from February 20, 2012 till February 20, 2017). Accreditation area of CRS is physical and chemical control of finished products;

methodical and analytical sector (МАS) (certificate No. BY /112 02.2.0. 0359 dd. 30.09.1996, valid from February 06, 2012 till February 06, 2017). МАS ensures control of raw material, oils, sanitary and industrial control of working zone air, ecological control of ventilation emissions, outdoor air, sewage waters, soils and aerodynamic tests of ventilation systems and air conditioning systems.

Test laboratories are accredited by National accrediting body of the Republic of Belarus (BelarusianStateAccreditationCenter).

The enterprise has 40 patents for inventions and useful models (including 3 patents for inventions - PTC «Khimvolokno»).

In connection with reorganization of JSC "Grodno Khimvolokno" by joining to JSC “Grodno Azot” all rights of the legal owner to trade marks and the rights of patent holder on patents for inventions (belonging to JSC «Grodno Khimvolokno») have been transferred to legal body of JSC «Grodno Azot» and procedure of the state registration of transition of the exclusive right concerning all objects of intellectual property registered in the State registers of the Republic of Belarus, Russian Federation, Ukraine and Republic of Kazakhstan was made.

The list of security documents of objects of the intellectual property for guarding goods export of PTC "Khimvolokno":

Republic of Belarus:
The invention «Fire-resistant polyamide composition»
Together with Mechanic Institute of metal polymer systems
named after V.A.Beliy » NAS Belarus and ОDО «Tekma»
Word trade mark «ГРОДНАМИД»
Word trade mark «GRODNAMID»
Graphic trade mark
Combined trade mark
Word trade mark «Гроднонить-УФ»
Word trade mark «grodno-khim» / Patent No. 7161
Certificate No. 333
Certificate No. 334
Certificate No. 10812
Certificate No. 10813
Certificate No. 36620
Certificate No. 36379
Russian Federation:
The invention «The way of heat&light stabilized polycaproamide yarn reception»
The invention «Fire-resistant polyamide composition» Together with Mechanic Institute of metal polymer systems
named after V.A.Beliy »NAS Belarus and ОDО «Tekma»
Word trade mark «ГРОДНАМИД»
Word trade mark «GRODNAMID»
Combined trade mark / Patent No. 2330131
Patent No. 2200744
Certificate No. 289384
CertificateNo. 280285
CertificateNo. 463701
Ukraine:
Word trade mark «ГРОДНАМИД»
Word trade mark «GRODNAMID»
Graphic trade mark / Certificate No. 61782
Certificate No. 61783
Certificate No. 126168
Kazakhstan
Combined trade mark / Certificate No. 39708

LIST

of special permissions (licenses)

as of 01.04.2014

1 / 2 / 3
No and date of license issue / State authorities granted the license / The license for the right of the execution of the following activity
02300/1005-1
dtd 30.03.2009 / Gospromnadzor, Ministry of Emergency Measures of Republic of Belarus / for the right of activity concerning the industrial safety
02330/0494145
dtd 30.04.2004 / Ministry of Information of Republic of Belarus / for the right of execution of the printing activity
02190/5-01053
dtd 11.06.2012 / Ministry of Transport and Communications of Republic of Belarus / for the right of activity concerning the road transport
02200/0064549
dtd 27.02.2009 / Ministry of Finance of Republic of Belarus / for the right of activity connected with the precious metals and jewels
02120/1928
dtd 05.12.2011 / Ministry of Natural Resources and Environmental Protection of Republic of Belarus / for the right of activity connected with the environment impact
02260/17/160
dtd 07.03.2008 / Ministry of Industry of Republic of Belarus / fortherightofactivityconnectedwithmanufactureofaluminum, lead, zinc, tin, copperandcastingoffinishedpartsandhalf-finishedproductsfromaluminumandheavynonferrousmetals
02140/0184923
dtd 30.03.2009 / Ministry of Communications and Information of Republic of Belarus / for the right of activity concerning the communications
02010/0528785
dtd 26.02.2010 / Ministry of Internal Affairs of Republic of Belarus / for the right of activity concerning the safety of legal and individual persons
02300/605
dtd 19.12.2005 / Ministry of Emergency Measures of Republic of Belarus / for the right of activity concerning the fire safety
02040/0572445
dtd 26.03.2009 / Ministry of Health of Republic of Belarus / for the right of activity connected with the turnover of narcotics, psychotropic substances.
02040/6372
dtd 26.03.2010 / Ministry of Health of Republic of Belarus / for the right of execution of medical activity.
02300/164-4
dtd 30.03.2009 / Ministry of Emergency Measures of Republic of Belarus / for the right of activity concerning the using of atomic energy and ionizing radiation sources.
09100/00232
dtd 05.04.2013 / The BelarusianState Concern for Oil and Chemistry / for the right of execution of wholesale and retail tradeof petrochemicals

II. Financial indices of business activity of the organization.

Index / 2011 / 2012 / 2013
Cost of net assets, mln rbl . / 5111 754 / 6955 866 / 7853 277
Product sales, works and services revenue (without taxes), mln rbl. / 6029 269 / 8413 436 / 9858 427
Profit (loss) from current activity, mln rbl.
(page 090 of profit and loss statement) / 900854 / 635043 / 294647
Product sales, works and services profit, mln rbl. / 1059 258 / 855 034 / 980 804
Net profit, mln rbl. / 758 376 / 520 955 / 27 611
Profitability of sales, works, services, % / 21,3 / 11,3 / 11,0
Accounts receivable*, mlnrbl.
(page 170 + page 250 of balance sheet) / 509 371 / 500 164 / 928 293
Short-term accounts payable*, mln rbl.
(page 630 of balancesheet) / 818 474 / 571 888 / 790 110
Averagewagesandsalaries, thsrbl. / 3523,6 / 6 379,6 / 8053,3

* - Accounts receivable and accounts payable on 01.01.2012, 01.01.2013, 01.01.2014.