Current Report No.: 5/2023

Date of preparation: 13.02.2023

Abbreviated name of the Issuer: CIECH S.A.

Subject: Disclosure of delayed inside information regarding the provision of information on the condition of the Company and its capital group and the conclusion of a non-disclosure agreement to KI Chemistry S.á r.l.  and its advisers

Legal basis: Article 17.4 of the MAR – confidential information.

Report:

Acting pursuant to Art. 17.4 of Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on Market Abuse (the Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 2014, L 173, p. 1, as amended) (the “MAR”), the Management Board of Ciech S.A. with its registered office in Warsaw (the “Company”) hereby provides delayed inside information regarding the decision by the Management Board of the Issuer taken on 1 February 2023 to provide the shareholder of the Company - KI Chemistry S.á r.l. with its registered office in Luxembourg (“KI Chemistry”) and its advisers with documentation concerning the Company and its capital group due to the commencement of analyses in connection with a potential transaction involving the Company's shares and obtaining financing or refinancing in connection therewith (the “Potential Transaction”). At the same time, the Management Board of the Company informs that on KI Chemistry it has concluded a non-disclosure agreement with KI Chemistry in order to enable the provision of key documentation of the Company and its group to KI Chemistry and its advisors due to the commencement of analyses in connection with the Potential Transaction.

Reasons justifying the delay in disclosing inside information: 

Pursuant to Art. 17.4 of the MAR, the disclosure of the inside information in question was delayed on February 1, 2023. The delay in the disclosure of the above inside information was justified by the protection of the legitimate interests of the Company, and in particular, in the opinion of the Management Board of the Company, its immediate disclosure to the public could have had a negative impact on the price of its shares, as well as negatively affected the Company's competitive position and threaten the interests of its current and potential shareholders

According to the Company, the premature publication of the inside information could have misled its current and potential shareholders as to the likelihood of the Potential Transaction.

The Issuer indicates that the delay in publishing the above information does not mislead the public and that it has taken all steps to ensure the confidentiality of the information concerned.

Moreover, due to the fact that the process of preparing for the Potential Transaction was at a very early stage, and its outcome, and thus also the likelihood of actually carrying out the Potential Transaction, was uncertain, disclosing the inside information to the public could have resulted in an incorrect assessment of such information and its potential impact on the Company's value by the public.

In the opinion of the Management Board of the Company, there were no indications that a delay in disclosing the inside information could mislead the public, in particular due to the lack of any prior public announcements by the Company with regard to the subject matter of the inside information. Accordingly, there was no reason to believe that the inside information delayed by the Company was in contrast with market expectations based on the communication conducted by the Company so far.

In the assessment of the Management Board of the Company, the confidentiality of the inside information was assured by implementing internal procedures for the circulation and protection of the information at the level of the Company's capital group, which included, among others, drawing up a list of individuals provided with access to the inside information in accordance with Art. 18 of the MAR. The list was monitored on an ongoing basis and updated as necessary. 

The immediate reason for the disclosure of this inside information was the publication of a notification of the intention to announce a tender offer to subscribe for the shares of CIECH S.A. on the website maintained by an information agency (https://biznes.pap.pl) on February 13, 2023.2023, issued by the Santander Bank Polska S.A. – Santander Brokerage House as an intermediary within the meaning of the provisions on public offering and conditions for introducing financial instruments to organised trading and on public companies.

According to Art. 17.4 of the MAR, the Company will notify the Polish Financial Supervision Authority (KNF) of the delay in disclosing the inside information to the public, providing the reasons for such delay, immediately after the publication of this current report. 

Legal basis: Article 17.4 of Regulation of the European Parliament and of the Council (EU) No. 596/2014 on Market Abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC – Official Journal of the European Union of 2014, L 173, p. 1, as amended)

Signatures of the Company’s representatives:

Dawid Jakubowicz – President of the Management Board

Michał Wołoszczuk - Proxy