The conclusion of a significant agreement by the Issuer

Current report no : 5/2015

Report date : 2/6/2015

Abbreviated name : Ciech SA

Subject : The conclusion of a significant agreement by the Issuer 

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

Report : 

The Management Board of Ciech S.A. (hereinafter "the Issuer" or "the Company") hereby announces that on 6 February 2015, it concluded, with its subsidiary - Sodawerk Staßfurt GmbH & Co.KG (hereinafter "SWS") a loan agreement (hereinafter "the Agreement"), pursuant to which the Issuer undertook to grant SWS a loan to the value of EUR 10,000.000 (ten million) (hereinafter "the Loan").

The amount of the Loan, according to the average exchange rate announced by the National Bank of Poland as of 6 February 2015 (PLN 4.17) constitutes the equivalent of the amount of PLN 41,700.000 (forty-one million seven hundred thousand).

According to the Agreement:

1. the deadline of repayment of the Loan was was set on 30 August 2018, with a possibility of earlier repayment of a part or the whole of the principal amount;
2. the Loan bears an interest calculated according to a fixed rate, established at the market level;
3. the deadline of disbursement of the Loan was sent on 6 February 2015.
   The Loan shall be allocated by SWS to finance the general corporate activity.
   Pursuant to the Agreement, the Issuer may demand immediate repayment of the non-repaid amount of the Loan in the event of:

• a delay of SWS in settlement of liabilities under the Agreement;
• ownership changes concerning SWS (changes regarding the dominant company of SWS).

The agreement does not stipulate a term or deadline and it does not contain any provisions concerning contractual fines or any terms and conditions which would differ from the conditions applied in the commonly applied in this type of agreements.

During the past 12 months, the Issuer concluded with SWS and a subsidiary of SWS - KWG-Kraftwerksgesellschaft Stassfurt mbh (hereinafter "KWG") agreements to a total value of EUR 23,000,000 (twenty-three million), which constitutes, according to the average exchange rate announced by the National Bank of Poland as of 5 February 2015, the equivalent of the amount of PLN 95,910,000 (ninety-five million nine hundred and ten thousand). The loan agreement to SWS of 6 February 2015 is a loan of the highest value.

KWG is a subsidiary of SWS (100%). On the other hand, SWS is a subsidiary of Sodawerk Holding Staßfurt GmbH (100%) (hereinafter "SHS"), whereas SHS is a subsidiary of Soda Deutschland Ciech GmbH (100%), which is a subsidiary of the Issuer (100%), and therefore, the Issuer indirectly holds 100% shares in SWS and KWG.

The criterion for considering the Agreement to be a significant agreement: § 2 section 1 point 44 letter a), with reference to § 2 section 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information (…) – a total value of agreements concluded by the Issuer with subsidiaries – SWS and KWG exceeded, over the past 12 months, 10% of the equity capital of the Issuer.

Legal basis: Art. 56 section 1 point 2 of the Act of 29 July 2005 on Public Offering (…) and § 5 section 1 point 3 and § 9, with reference to § 2 section 1 point 44 and section 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information (…).

Type of occurrence: § 5 section 1 point 3 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information (…) – conclusion of a significant agreement.

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

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