Current report no: 50/2014

Report date: 7/8/2014

Abbreviated name: Ciech SA

Subject: Changes in the Supervisory Board of CIECH S.A.

Legal basis: Art. 56 section 1 point 2 of the Act on Offering – current and periodic information

Report: 

The Management Board of Ciech S.A. ("the Issuer"), acting pursuant to § 5 section 1 point 22 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information delivered by issuers of securities and on conditions of recognition of information required under non-member state law regulations as equivalent (Journal of Laws of 2009, No. 33, item 259, as amended), hereby announces dismissal and appointment of persons supervising CIECH S.A.

The Extraordinary Shareholders' Meeting of the Issuer, on 7 July 2014, dismisses all the current members of the Supervisory Board of the Issuer: Ewa Sibrecht-Ośka, Zygmunt Kwiatkowski, Mariusz Obszyński, Arkadiusz Grabalski, Maciej Lipiec, Waldemar Maj, Sławomir Stelmasiak, and appointed, in their place, the following persons: Piotr Augustyniak, dr Jan Kulczyk, Tomasz Mikołajczak, Mariusz Nowak, Artur Olech, Wojciech Stramski and Maciej Tybura.

Piotr Augustyniak

A graduate from the University of Warsaw, the Faculty of English Philology and the Faculty of Business Administration. Currently he conducts his own business activity (financial advisory services). In 1994-2011, he was employed by Enterprise Investors (EI), first as an analyst, then investment director, vice president, and in 2006-2011, as a partner. In the period between June and December 2001, he served the role of the President of the Management Board of Energoaparatura S.A. In 1993-1994, he was employed by the Ministry of Ownership Transformation, first as a project manager and then as a manager of the privatization team. In 1992-1993, he was employed as an assistant of the financial officer in the Ownership Transformation Foundation at the Ministry of Ownership Transformation. In 1991-1992, he worked at New York Times (Warsaw) as a translator. As a partner in EI, he was responsible for monitoring, entry of companies in the Warsaw Stock Exchange, transactions of sale of significant packages of shares in the EI portfolio in the public and private markets. He participated in more than 40 transactions connected with EI companies, in particular sale in the private market of controlling packages of shares (Bauma, Agros Nova, Opoczno), introduction of companies to the Warsaw Stock Exchange [Comp Rzeszów (currently Asseco Poland), PEP, Opoczno, Teta, Sfinks, AB, Magellan], financial restructuring of Slovak logistic company of STD Donivo (development and supervision of the restructuring plan encompassing negotiations with a group of banks financing the company). Member of supervisory boards of several Polish and foreign companies (such as: Polfa Kutno, Energoaparatura, Elektrobudowa, Wizów, Sfinks, Bauma, Opoczno).

According to the submitted statement, Mr Piotr Augustyniak does not conduct any activity which is competitive to CIECH S.A., he does not participate in any company which is competitive to CIECH S.A. as a partner of a general partnership, a partnership and as a member of authorities of a capital company, or as a member of authorities in any other competitive legal entity. He is not entered in the Register of Insolvent Debtors, kept on the basis of the Act in the National Court Register (KRS).

dr Jan Kulczyk

An international businessman. A doctor of international law. A graduate from the Faculty of Law at the  Adam Mickiewicz University in Poznań and from the Department of Foreign Trade at the Post-Graduate School of Foreign Trade at the University of Economics in Poznań. He is a member of the distinguished Advisory Board at the Atlantic Council's think tank. In 2010, he established CEED Institute, a platform promoting the achievements of the youngest EU member states. From June 2006, a member of the Council of Directors of Green Cross International – an organization dealing with ecological safety, and since 6 October 2007, he has served the function of the Chairman of the Board. He is a member of the Climate Change Task Force, a team of leaders of worldwide opinion makers, established by Green Cross International in October 2009, which is actively involved in activities supporting a fight with the consequences of climactic changes. A co-founder and for many years the President of the Polish Business Roundtable – a prestigious organization associating economic leaders in Poland. He presided the Polish-German Chamber of Industry and Commerce, at present he is its honorary president. In 2005 – 2007, the President of the Polish-Ukrainian Chamber of Commerce. He is a founding member of the EU-Ukraine Business Council with a registered office in Brussels. The winner of the prestigious Kisiel's Award (1992 ), a holder of the Order of Polonia Restituta for his service for the Jasna Góra Monastery.

According to the submitted statement, Mr dr Jan Kulczyk does not conduct any activity which is competitive to CIECH S.A., he does not participate in any company which is competitive to CIECH S.A. as a partner of a general partnership, a partnership and as a member of authorities of a capital company, or as a member of authorities in any other competitive legal entity. He is not entered in the Register of Insolvent Debtors, kept on the basis of the Act in the National Court Register (KRS).

Tomasz Mikołajczak

Since 1980, a private investor, who has conducted his business activity mainly through a holding company called Towarzystwo Inwestycji Kapitałowych S.A. [Capital Investment Society, joint-stock company], through which short- and medium term investments of the private equity type are made. He mainly invests in real estate, telephony and IT, construction and industrial automatics, as well as in companies dealing with infrastructure design and construction. Since the beginning of his activity, Tomasz Mikołajczak has implemented several privatization processes as a strategic investor, he also participated in acquisitions of many companies and in restructuring processes. He privately also invests in the capital market and in financial instruments. He is a tutor and promoter of many young entrepreneurs, who effectively operate in many areas of the Polish market. A member of Supervisory Boards of Kulczyk Investments S.A., Kulczyk Holding S.A., Polish Energy Partners S.A. and Polenergia Holding S.à.r.l., as well as the Chairman of the Audit Committee of the Polish Business Roundtable.

According to the submitted statement, Mr Tomasz Mikołajczak does not conduct any activity which is competitive to CIECH S.A., he does not participate in any company which is competitive to CIECH S.A. as a partner of a general partnership, a partnership and as a member of authorities of a capital company, or as a member of authorities in any other competitive legal entity. He is not entered in the Register of Insolvent Debtors, kept on the basis of the Act in the National Court Register (KRS).

Mariusz Nowak

A graduate from the University of Szczecin, the Faculty of Economy and the Faculty of Cybernetics and Computer Science. He also holds the title of MBA of Ecole Nationale des Ponts et Chaussees in Paris. A specialist in the field of finance, accountancy and business administration. In Kulczyk Investments and Kulczyk Holding since 2012. Earlier, starting in March 2010, the Financial Director of Kulczyk Pon Investments and the President of the Management Board of Magro International. In 1991-2010, he worked in various positions for the Wavin group, and in 2007, he assumed the function of the Managing Director of Wavin Ekoplastik. A member of Supervisory Board of: PEKAES S.A., PEP S.A., Autostrada Wielkopolska S.A., Autostrada Wielkopolska II S.A., Autostrada Eksploatacja S.A. and AWSA Holland II BV.

According to the submitted statement, Mr Mariusz Nowak does not conduct any activity which is competitive to CIECH S.A., he does not participate in any company which is competitive to CIECH S.A. as a partner of a general partnership, a partnership and as a member of authorities of a capital company, or as a member of authorities in any other competitive legal entity. He is not entered in the Register of Insolvent Debtors, kept on the basis of the Act in the National Court Register (KRS).

Artur Olech

A graduate from the Faculty of Law at the University of Warsaw and from the Faculty of Finance and Banking at the Warsaw School of Economics. From October 1998 to February 2014, a member of the Management Board of the Generali Group. In 2010-2014, the President of the Management Board, in 2008-2010, the Vice President of the Management Board, responsible for life and pension insurance. In 2003-2008, a Member of the Management Board. In 1997-1998, Director of Volkswagen Bank Polska/Volkswagen Leasing Polska-Warszawa. In 1996 – 1997, employed as an analyst by the Polish Institute of Managemenet  (PIM Sp. z o.o.). In 1994-1997, employed in the position of a Foundation Project Manager by CASE Consulting (Fundacja Centrum Analiz Społeczno-Ekonomicznych) in Warsaw. He underwent numerous training sessions for top management, including training at the Harvard Business School, Kellogg School of Management and Chicago GSB. In 2012, he was granted the Personal Award for Top Manager in Insurance Industry (by Wprost magazine). Responsible for the project entitled: "Exit Processes in Transitional Economy" on behalf of the World Bank, implemented within CASE Consulting (Fundacja Centrum Analiz Społeczno-Ekonomicznych) under the supervision of Prof. Leszek Balcerowicz.

According to the submitted statement, Mr Artur Olech does not conduct any activity which is competitive to CIECH S.A., he does not participate in any company which is competitive to CIECH S.A. as a partner of a general partnership, a partnership and as a member of authorities of a capital company, or as a member of authorities in any other competitive legal entity. He is not entered in the Register of Insolvent Debtors, kept on the basis of the Act in the National Court Register (KRS).

Wojciech Stramski

He started his professional career at KPMG within the structure of the team responsible for the conduct of financial audits of companies from various sectors. For two years, as a Manager of the Risk Advisory Services Department at KPMG in Poland, he rendered advisory services in the area of, among other things, logistic processes. For more than 8 years he has focused his activity on issues connected with identification and implementation of solutions, both of an operational and strategic nature, supporting the growth in companies' goodwill. He has worked for large companies, such as Altria Corporate Services in Switzerland (a holding of the Philip Morris Group) and for the Honeywell Group. The scope of his duties has included, but has not been limited to: the conduct of operational effectiveness studies of departments of Philip Morris and Honeywell in the EMEA region for the Audit Committee of the Supervisory Board in the USA, for the purpose of ensuring the building of goodwill by both those entities. Before joining the Kulczyk Holding in 2012, he was a Member of the Management Board of Magro International (companies belonging to Kulczyk Holding and Pon Holding) and a manager of the Internal Audit Department at KPI Polska Group. In Kulczyk Holding he serves the function of a Director of the Portfolio Management Department, where he supervises investment undertakings of the KI/KH Group. He is a graduate from the Marshall School of Business at the University of Southern California. He is a member of the Association of Chartered Certified Accountants (ACCA Member) and the Association of International Internal Auditors (IIA). He also holds accreditation which allows him to conduct effectiveness verification of the internal audit function according to IIA standards.

According to the submitted statement, Mr Wojciech Stramski does not conduct any activity which is competitive to CIECH S.A., he does not participate in any company which is competitive to CIECH S.A. as a partner of a general partnership, a partnership and as a member of authorities of a capital company, or as a member of authorities in any other competitive legal entity. He is not entered in the Register of Insolvent Debtors, kept on the basis of the Act in the National Court Register (KRS).

Maciej Tybura

A graduate from the Academy of Economics in Poznań, the Faculty of Business Administration, with specialization in Business Accounting and Finance. In 1999-2001, MBA post-graduate studies - Academy of Economics in Wrocław. In 2000-2001, a course of post-graduate studies at the University of Business in Wrocław – Cost-Based Management. From 2002 to present - London – The Association of Chartered Certified Accountants (ACCA). Since 2008 employed by the Head Office of KGHM Polska Miedź S.A. From 24 August 2009 to present - the First Vice President of the Management Board, from 23 April 2008 to 23 August 2009 - the Vice President of the Management Board. From 2012 to present - a member of the Management Board of KGHM International Ltd. In 2005-2008, the Vice President of the Management Board of Wintech Production Group Sp. z o.o. In 2002-2005, employed as the Finance and Investments Director  at KGHM METALE S.A. the KGHM Polska Miedź S.A. Group In 2000-2005 employed by OTREC – Europejskie Centrum Rozwoju Biznesu Sp. z o.o. [European Business Development Centre, a limited liability company] In 1997 – 2002,  the Head of the Strategic Planning Office and the Chief of Financial Control at Wrozamet S.A. – MCC & Fagor Electrodomesticos Group. In 1997, an Investment Specialist at POZ – Building Holding S.A. – Hochtif AG Group. In 1995-1997, a Consultant – Project Manager at Consulting and Audit Company DGA S.A. In 1995-1997, a lecturer of financial and management accounting and business finance at the Academy of Hotel Management and Catering Industry in Poznań. A member of Supervisiry Boards of the following companies: TELEFONIA DIALOG S.A. – the Chairman of the Supervisory Board of KGHM METRACO S.A. – the Chairman of the Supervisory Board of POL – MIEDŹ TRANS Sp. z o.o. – the Chairman of the Supervisory Board of Walcownia Metali Nieżelaznych Sp. z o.o. in Gliwice- the Chairman of the Supervisory Board of PIGO S.A – MCC & Fagor Electrodomesticos Group-the Chairman of the Supervisory Board. Since 2008 to present, a member of the Supervisory Board of PHP Mercurus Sp. z o.o. as the Chairman.

According to the submitted statement, Mr Maciej Tybura does not conduct any activity which is competitive to CIECH S.A., he does not participate in any company which is competitive to CIECH S.A. as a partner of a general partnership, a partnership and as a member of authorities of a capital company, or as a member of authorities in any other competitive legal entity. He is not entered in the Register of Insolvent Debtors, kept on the basis of the Act in the National Court Register (KRS).

Signatures of the Company’s Representatives: Dariusz Krawczyk – President of the Management Board