Current report no.: 46/2015 

Date of report: 2015-11-30

Subject: Failure of the resolutive  condition to be fulfilled in a significant agreement concluded by a subsidiary of CIECH S.A.

Text of the report:

The Management Board of Ciech S.A. (“the Issuer”), with reference to current report no. 10/2015 of 13 May 2015 (“Current Report”), concerning the conclusion by CIECH Soda Polska S.A., with a registered office in Inowrocław (“Subsidiary”) of a thermal coal sale agreement (“Produkt”) with Kompania Węglowa S.A., with a registered office in Katowice (“KW”) (“the Agreement”), announces that on 30 November 2015, the Subsidiary entered with KW into an annex to the Agreement, specifying the commercial terms and the volume of the Product purchased for the following year of the term of the Agreement, i.e. for 2016. 

The Agreement was concluded subject to the following resolutive condition: for each subsequent year of the term of the Agreement, the Parties to the Agreement shall agree, by 30 November each year, the commercial terms and conditions and the volume of the purchased Product for the following year of the term of the Agreement. In the event that the Parties to the Agreement are unable to reach an agreement regarding the commercial terms and conditions and the volume of the Product for the following year of the term of the Agreement, the Agreement shall be terminated on 31 December of a given year. The Issuer notified of the resolutive condition in a Current Report. 

In view of the concluded annex to the Agreement, the condition terminating the Agreement was not met.

The other provisions of the Agreement shall remain unchanged. 

Legal basis: Art. 56 section 1 point 2 of the Act of 29 July 2005 on Public Offering (…) and Public Companies, and § 5 section 1 point 4 and § 10 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information (…)  (“Regulation”) – failure of the resolutive condition concerning a significant agreement concluded by the issuer or its subsidiary to be met.

The criterion for considering the Agreement to be a significant agreement: § 2 section 1 point 44 letter b) with reference to § 2 section 2 of the Regulation - the value of the object of the Agreement equals at least 10% of the value of revenues from sale of the capital group of the Issuer for a period of the last four financial quarters, and the value of the object of the Agreement concluded for an unspecified period of time is total value of benefits deriving from the Agreement for a period of 5 years. 

Signatures of the Company's representatives:

Maciej Tybura – President of the Management Board

Artur Osuchowski – Member of the Management Board