Current Report No.: 6/2023

Date of preparation: 09.03.2023

Abbreviated name of the Issuer: CIECH S.A.

Legal basis: Article 17.1 of the MAR – confidential information.

Subject: Tender offer for shares in CIECH S.A. announced by the shareholder KI Chemistry S.á r.l. 17.4 of the MAR – confidential information.

Text of the Report:

With reference to Current Report No. 5/2023 of February 13, 2023 , regarding the disclosure of delayed inside information on the provision to KI Chemistry S.á r.l. headquartered in Luxembourg (the "Shareholder") and its advisors information on the condition of the Company and its capital group and the conclusion of a non-disclosure agreement in connection with a Shareholder’s notice of intention to announce a tender offer for shares of the Company, the Management Board of Ciech S.A. with its registered office in Warsaw (the “Company” or “Issuer”) informs that on March 9, 2023, it became aware of the announcement by the Shareholder of a tender offer for shares of the Company (the “Tender Offer”). 

The Tender Offer was announced in connection with the Shareholder's intention to purchase 25.747.857  shares of the Issuer with a nominal value of PLN 5,00 each, representing in total approx. 48,86% of the Company's share capital, and thus increase its shareholding in the share capital of the Company to 100%. The shares covered by the Tender Offer will be purchased at the price of PLN 49,00 per share.

The Tender Offer was announced pursuant to article 72a section 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, dated July 29, 2005 (consolidated text, Journal of Laws of 2022, item 2554) (the "Public Offering Act"), and in and in accordance with the Regulation of the Minister of Finance of 23 May 2022 on the model tender offers to subscribe for the sale or exchange of shares in a public company, the manner and procedure for submitting and accepting subscriptions under the tender offer and permissible types of security (Journal of Laws 2022, item 1134).

Subscriptions for shares under the Tender Offer will be accepted from March 10, 2023 to April 12, 2023. The expected date of settlement of the share purchase transaction in the Tender Offer is April 19, 2023.

Legal basis: Article 17.1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 on market abuse (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 173/1, as amended).

Signatures of the Company’s representatives:

Dawid Jakubowicz – President of the Management Board

Jarosław Romanowski - Member of the Management Board