Ciech

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Current report no.: 17/2018

Appointment of Members of the Supervisory Board for a new term of office

Current report no.: 17/2018 

Date of preparation: 2018-06-22

Abbreviated name of the Issuer: CIECH S.A.

Subject: Appointment of Members of the Supervisory Board for a new term of office

Legal basis: Art. 56 section 1 point 2 of the Act on Public Offering – Current and Periodic Information

Contents of the report:

The Management Board of CIECH S.A. (the “Issuer” or “Company”) informs that on 22 June 2018, in connection with the expiration of the current term of office of the Supervisory Board on the date of holding the Annual General Meeting of CIECH S.A. approving the financial statements for the fiscal year 2017, the Annual General Meeting of the Company adopted resolutions on the appointment of the following persons for the new joint term of office: Sebastian Kulczyk, Tomasz Mikołajczak, Mariusz Nowak, Dawid Jakubowicz, Piotr Augustyniak and Artur Olech.

 

Sebastian Kulczyk

Graduate of the Faculty of Law and Administration at the Adam Mickiewicz University, Management and Marketing programme. Studied at the London School of Economics. From 2010, involved in Kulczyk Investments Group. In December 2013, he became the Chief Executive Officer of Kulczyk Investments. From 2009 to 2010, he worked at an investment bank, Lazard, in London. Experienced manager of companies from the e-business sector. He also worked in the department for digital media at SonyBMG, New York. For many years, he has invested in and developed new-tech ventures.

The Chairman of the CIECH Group's Supervisory Board since 8 October 2015.toma

According to the submitted statement, Sebastian Kulczyk does not run any business competitive to CIECH S.A., is not involved in any company that is competitive to CIECH S.A. as a partner in a general partnership or partnership, or as a member in a corporate body of a corporation or as a member in a corporate body of another competitive legal entity. He has not been entered into the Register of Insolvent Debtors, which is kept according to the Act of 20 August 1997 on the National Court Register (KRS).

According to the submitted declaration, Mr Sebastian Kulczyk does not meet the criteria of independence within the meaning of Annex II to Recommendation of the European Commission 2005/162 /EC of 15 February 2005.

 

Tomasz Mikołajczak 

Member of Supervisory Boards of Kulczyk Investments S.A., Kulczyk Holding S.A., Polish Energy Partners S.A., Polenergia Holding S.à.r.l. and CIECH S.A. 

Since 1980, Tomasz Mikołajczak has been a private investor operating mainly through the holding company Towarzystwo Inwestycji Kapitałowych S.A. Through this company, he completes short- and medium-term private equity investments. Tomasz Mikołajczak invests mainly in property, teleinformatics, construction and industry automation industries and companies that specialise in the design and building of infrastructure. Since the beginning of his activities, he has completed several privatisation processes. As a strategic investor, he also participated in the acquisition of many businesses and their restructuring processes. 

Privately, Tomasz Mikołajczak invests in the capital market and in financial instruments. He is a mentor and promoter of several young entrepreneurs that operate successfully in many areas of the Polish business. Tomasz Mikołajczak is also Chairman of the Audit Committee of the Polish Business Roundtable.

The Vice-Chairman of the Supervisory Board of CIECH S.A. since July 2014.

According to the submitted statement, Tomasz Mikołajczak does not run any business competitive to CIECH S.A., is not involved in any company that is competitive to CIECH S.A. as a partner in a general partnership or partnership, or as a member in a corporate body of a corporation or as a member in a corporate body of another competitive legal entity. He has not been entered into the Register of Insolvent Debtors, which is kept according to the Act of 20 August 1997 on the National Court Register (KRS).

According to the submitted declaration, Mr Tomasz Mikołajczak does not meet the criteria of independence within the meaning of Annex II to Recommendation of the European Commission 2005/162 /EC of 15 February 2005.

 

Mariusz Nowak

A graduate of the University of Szczecin, Faculty of Economics and Cybernetics and Computer Science. He holds the MBA degree of Ecole Nationale des Ponts et Chaussees, Paris.

In 2012, he became a Member of the Management Board of Kulczyk Investments S.A. and Kulczyk Holding S.A. Currently, he is a Member of the Management Board of Kulczyk Investments S.A. Before that, from March 2010, he was 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, in which he took the position of the Managing Director of Wavin Ekoplastik in 2007. Mr Mariusz Nowak is a member of Supervisory Boards of Autostrada Wielkopolska S.A., Autostrada Wielkopolska II S.A., Autostrada Eksploatacja S.A., and AWSA Holland II BV. Member of the Supervisory Board of Polenergia S.A.

Since July 2014, Mr Mariusz Nowak is a member of the Supervisory Board of CIECH S.A. He was also the Chairman, and then a member, of the Audit Committee of the Supervisory Board of CIECH S.A.

According to the submitted declaration, Mr Mariusz Nowak does not conduct any activity in competition to CIECH S.A., he does not participate in a company competitive to CIECH S.A. as a partner in a registered partnership, general partnership or as a member of a governing body of a company with a share capital, or as a member of a governing body in any other competitive legal entity. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

According to the submitted declaration, Mr Mariusz Nowak does not meet the criteria of independence within the meaning of Annex II to Recommendation of the European Commission 2005/162 /EC of 15 February 2005.

 

Dawid Jakubowicz

Graduate of the University of Economics in Poznań, Faculty of Economics. In 2014, he completed post-graduate MBA studies at the University of Economics in Poznań in cooperation with Georgia State University, Atlanta, USA. Since 2014, he has been entered on the list of statutory auditors of the Polish Chamber of Statutory Auditors. In 2017-2018, he participated in the Program for Leadership Development at Harvard Business School, Massachusetts, USA.

In 2005-2010, he worked at KPMG Audyt Sp. z o. o., in the structures of the team responsible for conducting financial audits of companies from various sectors of economy.

In 2010-2011, he worked as KPI Retail Group Controller in KPI Business Services Sp. z o. o., a member company of Kulczyk Holding.

In 2011-2012, he was employed with Magro International Capital Group, a member company of Kulczyk Holding, as a Controlling Manager.

From 02.2013 to date, he has been employed with KI One S.A. (former name: Kulczyk Holding), currently as a Director in the Portfolio Management Department.

A member of several Supervisory Boards of companies from the chemical, energy, logistics and new technologies sectors, including public companies.

According to the submitted declaration, Mr Dawid Jakubowicz does not conduct any activity in competition to CIECH S.A., he does not participate in a company competitive to CIECH S.A. as a partner in a registered partnership, general partnership or as a member of a governing body of a company with a share capital, or as a member of a governing body in any other competitive legal entity. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

According to the submitted declaration, Mr Dawid Jakubowicz does not meet the criteria of independence within the meaning of Annex II to Recommendation of the European Commission 2005/162 /EC of 15 February 2005.

 

Piotr Augustyniak 

Currently, a member of Supervisory Boards in the following public companies: Asseco Poland S.A., Ciech S.A., PZ Cormay S.A.; a member of Supervisory Board of Kopex S.A. between 2013-2014 and Mercor S.A. between 2012-2017; and currently, a member of Supervisory Boards in the following private (non-public) companies: Asseco Data Systems S.A. and Asseco International, a.s. 

In the years 1994-2011, he was associated with the private equity of Enterprise Investors (EI), operating in Poland as well as Central and Eastern Europe. As an EI partner (2006-2011), he was responsible for monitoring and introducing companies to the WSE and transactions of the sale of the significant blocks of shares of EI portfolio companies on the public and private market. He represented EI as a member of Supervisory Boards in the following companies: Polfa Kutno S.A., Energoaparatura S.A., Elektrobudowa S.A., Wizów S.A., Sfinks S.A., CSS S.A., Bauma S.A. , Comp Rzeszów S.A. (current name: Asseco Poland S.A.), Agros Nova S.A., Teta S.A., Opoczno S.A., AB S.A., Siveco Romania S.A. (Romania), STD Donivo a.s. (Slovakia) and AVG Technologies N.V. (the Netherlands).

In 2001, he held the office of the President of the Management Board of Energoaparatura S.A., delegated, as part of his work with EI, to run the restructuring of the company.

In the years 1993-1994, he was associated with the Ministry of Privatisation (MPW), first as a project manager and then as a privatisation project manager. In the years 1992-1993, he worked at Fundacja Przekształceń Własnościowych (the Property Transformation Foundation) at MPW.  

1991-1992, translator with New York Times, Warsaw. 

Graduate (Master degree) of Warsaw University, English Philology Department (1990) and Management (1994). 

He is entered on the list of recommended candidates for professional members of Supervisory Boards by the Polish Institute of Directors.

According to the submitted declaration, Mr Piotr Augustyniak does not conduct any activity in competition to CIECH S.A., he does not participate in a company competitive to CIECH S.A. as a partner in a registered partnership, general partnership or as a member of a governing body of a company with a share capital, or as a member of a governing body in any other competitive legal entity. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

According to the submitted declaration, Mr Piotr Augustyniak meets the criteria of independence within the meaning of Annex II to Recommendation of the European Commission 2005/162 /EC of 15 February 2005.

 

Artur Olech

Graduate of the Law Faculty of the University of Warsaw and of the Finance and Banking Faculty of the Warsaw School of Economics. Artur Olech completed numerous training courses for senior management, e.g. at the Harvard Business School, Kellogg School of Management and Chicago GSB. 

Since October 2016, he has been the founder and President of  hiPRO Sp. z o.o.

Until August 2016, Mr Artur Olech was the President of the Management Board of Pocztowe Towarzystwo Ubezpieczeń Wzajemnych S.A. and Pocztowe Towarzystwo Ubezpieczeń na Życie S.A.

From November 1998 to February 2014, Artur Olech served in the Management Board of the Generali Group. In 2003-2008, he was Member of the Management Board, then Vice-President of the Management Board responsible for life and pension insurances. In 2010, he was appointed President of the Management Board, and he held this position until 2014.

In 1997-1998, he served as Director of Volkswagen Bank Polska/Volkswagen Leasing Polska-Warszawa. 

From 1996 to 1997, he worked as analyst in the Polish Institute of Management (PIM Sp. z o.o.). Previously, he worked for three years as project manager in Fundacja CASE Consulting (Fundacja Centrum Analiz Społeczno-Ekonomicznych) in Warsaw.

In 2012, he received a prestigious award for the best manager in the insurance industry (awarded by magazine Wprost). 

Artur Olech was also responsible for the project entitled "Procesy wyjścia w gospodarce przejściowej" (Exit processes in transitional economy), prepared on behalf of the World Bank, under the supervision of Professor Leszek Balcerowicz.

An expert in business process management, has served as an independent Member of the Supervisory Board of CIECH S.A. since July 2014. He is also a Member of the Audit Committee.

Since 02.2017, he has been an independent member of the Supervisory Board of MABION S.A.

In the period from 11.2015 to 06.2016, he was the Chairman of the Supervisory Board of PAUF S.A.

According to the submitted declaration, Mr Artur Olech does not conduct any activity in competition to CIECH S.A., he does not participate in a company competitive to CIECH S.A. as a partner in a registered partnership, general partnership or as a member of a governing body of a company with a share capital, or as a member of a governing body in any other competitive legal entity. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

According to the submitted declaration, Mr Artur Olech meets the criteria of independence within the meaning of Annex II to Recommendation of the European Commission 2005/162 /EC of 15 February 2005.

Legal basis: § 5 pt. 5) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state

Signatures of individuals representing the company:

Maciej Tybura – President of the Management Board
Artur Osuchowski – Member of the Management Board


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