We are providing a courtesy English translation of our Management Board Report on activities of the CIECH Group and CIECH S.A. which was originally written in
Polish. We take no responsibility for the accuracy of our translation. For an accurate reading of our Management Board Report on activities of the CIECH Group and
CIECH S.A., please refer to the Polish language version of our Management Board Report on activities of the CIECH Group and CIECH S.A.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
2
LETTER FROM THE PRESIDENT OF THE MANAGEMENT BOARD OF CIECH S.A.
Dear Sirs and Madams,
The end of 2021 marked the completion of our strategy for 2019-2021. While preparing the
strategy, we outlined the key development directions, goals and tasks that can be summarised
as the transformation of the CIECH Group into a modern chemical company with global ambi-
tions. We have started and are continuing large-scale restructuring processes, launched invest-
ments on a historic scale, improved a number of activities in key business areas, reduced weak-
nesses and strengthened our competitive advantages.
We did not expect that a carefully planned strategy would be implemented first in the unprec-
edented conditions of the coronavirus pandemic, and then, at the end of 2021, in the face of
the threat of war, the spectre of which finally materialised at the beginning of 2022.
The scale of economic disruptions, increased uncertainty, and thus, the enormous volatility in
the financial and commodity markets required and still requires from us extraordinary com-
mitment and responsibility. The results we achieved in such a difficult environment prove that our team is characterised by
professionalism, a high level of substantive preparation and business awareness. They also prove that the values of respon-
sibility, reliability, team and development indeed guide our everyday activities. I would like to thank all Employees of our
Group for this and express my appreciation.
We achieved very good financial results and, despite unprecedented challenges, we improved all the relevant indicators in
the three years of the implementation of the strategy. Consolidated (adj.) EBITDA amounted to PLN 734 million – i.e. by PLN
129 million more than in the previous year and by PLN 100 million more than in 2018, before the implementation of the
strategy. We ensured the profitability of our business, maintained the cost discipline necessary in an inflationary environ-
ment, and demonstrated flexibility and the ability to react quickly both in the face of risks and new business opportunities.
We confirmed the high quality of this result in our cash flows – in 2021, operating cash flows amounted to PLN 1,279 million,
PLN 512 million more than in the previous year and PLN 825 million more than in 2018. Thanks to the focus on the efficiency
of cash circulation and meticulous management of working capital we almost tripled our operating cash flows.
As a result, the ratio of the net debt to the EBITDA profit, calculated in accordance with the provisions of the loan agreements,
decreased to 1.63 x EBITDA, by 0.82 pp. over the past year and by 0.74 pp. from the end of 2018. The net debt alone amounted
to PLN 1,178 million – i.e. over 300 million less than the year before and compared to the beginning of the strategic period.
Hence, our balance sheet result is strong and safe. We are prepared to counteract the risks and market shocks that were
present in the previous years. We are also ready to respond positively to chances and opportunities should they arise.
The excellent cash conversion, which we ensured thanks to the effective implementation of our plans, enabled us to finance
the largest investment programme in the history of CIECH, which developed our business, from the current operating flows.
I believe that it will significantly improve our financial and operating results in the future.
The 2019-2021 strategy consists of three groundbreaking projects. We have built one of the most modern evaporated salt
plants in Stassfurt, using our own raw materials, located in the vicinity of the most attractive European markets. We are
currently preparing the plant to contribute full-scale performance. However, I am convinced that thanks to permanent com-
petitive advantages, the development of salt sales, especially in the highest quality and purity classes, is only a matter of time.
We have significantly increased our production capacity of sodium bicarbonate, after commissioning a modern installation in
the German plant. Our product is targeted especially at the demanding pharmaceutical market, which is very attractive in
terms of margins. This is part of our plans of de-commoditising products and increasing their degree of specialisation.
The construction of a new glassy sodium silicate furnace, which we launched at the end of 2021, had a similar goal. This
enabled us to increase our share in a very attractive market and strengthen the position of the largest seller in Europe. When
producing both soda ash and silicates, we use soda ash of our own production, which significantly stimulates the margin
growth along the entire value chain.
Dawid Jakubowicz
President of the
Management Board of
CIECH S.A.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
3
Our investments also brought tangible results in the Agro Segment. We placed a new, breakthrough product on the market -
Halvetic, which was enthusiastically received by customers. They appreciate its efficiency, effectiveness and the guarantee of
maintaining the safety of crops, with the use of just half the dose of the active substance than in other preparations. This is a
great success of our R&D team and it is certainly not our last word in introducing new innovations on the plant protection
product market. Thanks to new products and successfully implemented restructuring, the Agro Segment has become the
second largest component of our business. We have also completed the integration of Proplan, which we acquired in 2018,
with the rest of the Group. Within a few years, the value of the acquired business increased by more than 50 percent, which
confirms that we are able to implement and lead takeover projects with positive effects.
In 2021, we also worked on the improvement and development of the support function in our Group. We improve work
safety by implementing the best available practices. Our corporate culture is evolving in the right direction. Due to a number
of initiatives in the human resources management area, we have a fast, effective and fully digitalised internal reporting sys-
tem, guaranteeing express and complete access to management information.
You are kindly encouraged to learn about the detailed results of our work in all areas, which we have meticulously described
in our financial statements and the non-financial report. I am convinced that the achievements of 2021 and previous years
will result in a further increase in the value of CIECH both for our shareholders and other stakeholder groups.
I would like to thank our employees, customers, shareholders, suppliers, local communities and all other partners for their
trust, commitment and effective cooperation. It is thanks to you that the CIECH Group develops and becomes a modern and
competitive chemical company with global ambitions.
I wish all of us that in the coming months we could face challenges, the nature of which is solely that of business.
Yours faithfully,
Dawid Jakubowicz
President of the Management Board of CIECH S.A.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
4
LETTER FROM THE CHAIRMAN OF THE SUPERVISORY BOARD OF CIECH S.A.
Dear Sirs and Madams
2021 was a period abounding in challenges for the global economy. The disturbances
caused by the continuing pandemic were accompanied by the crisis in the energy re-
sources market and geopolitical tensions, which - as we already know - led to the tragic
consequences of Russia's attack on Ukraine. In these demanding conditions, the CIECH
Group completed the implementation of its ambitious strategy for 2019-2021 while ac-
celerating the process of transforming the company into a modern, competitive group
with a global reach. On behalf of the Supervisory Board of CIECH S.A. I would like to thank
the whole team for the enormous amount of work put into the achievement of the in-
tended goals in these unprecedented economic and social circumstances.
The success of the first stage of CIECH's transformation is confirmed by the generated financial results, the implementation
of the largest investment programme in the history of the Group, including the construction of a modern evaporated salt
plant, or placing innovative and specialised products onto the market, and responding to the challenges of a dynamically
changing world. One of the effects of the last 36 months, full of very good work, is also the leading position of CIECH in all its
businesses - both on the Polish market and in Europe.
The CIECH Group has achieved readiness for further expansion thanks to stable financial foundations, continuously improving
efficiency and process excellence, with an ambitious approach to the issues of sustainable development. Increasing the share
of high-margin specialised products, progressive diversification of revenue sources, both geographically and in terms of prod-
ucts, strengthening the global nature of CIECH - these are the main challenges that the Group will face in the coming years.
But these are not the only ones. It is particularly important to me that apart from achieving its business goals, the Group
should pay great attention to sustainable development issues. The ambitious ESG Strategy, published in May 2021, places
CIECH at the forefront of companies that treat environmental, social and corporate governance issues with great responsibil-
ity. This document has been recognised not only by stakeholders but also experts, as confirmed by the numerous awards and
distinctions it has received. As the Supervisory Board, we will support the Management Board in the implementation of eight
ambitious commitments of the CIECH Group, included in the ESG strategy.
The combination of business efficiency, courage in introducing innovations and investment implementation, as well as re-
sponsibility towards stakeholders and local communities creates the image of a company ready for further development on
the global market. A summary of the changes and effects of CIECH's transformation can be found in this Annual Report of the
Company for 2021, which I kindly encourage you to read.
Yours faithfully,
Sebastian Kulczyk
Chairman of the Supervisory Board of CIECH S.A.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
5
KEY EVENTS IN THE CIECH GROUP IN 2021
• Completion of the construction of the salt plant in Stassfurt
• Launching production from a new silicate furnace in Żary
• Market debut of Halvetic - the newest, innovative product of the Agro Segment
• Announcement of ambitious climate goals as part of the ESG Strategy
• Acquiring long-term financing worth over PLN 2 billion
• Finalization of the sale of CIECH Żywice Sp. z o.o.
* Aggregate data for continued and discontinued operations
3,460
730
727
292
3,322
899
734*
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
6
TABLE OF CONTENTS
1. CIECH GROUP’S OPERATING ACTIVITIES 8
1.1 MAJOR EVENTS AND ACHIEVEMENTS IN 2021 8
1.2 CHARACTERISTICS OF THE CIECH GROUP 10
1.3 OPERATING SEGMENTS 12
1.4 SIGNIFICANT AGREEMENTS AND TRANSACTIONS 22
2. EXTERNAL ENVIRONMENT 23
2.1 FACTORS WITH MAY IMPACT ON THE CIECH GROUP’S ACTIVITIES 23
2.2 CHARACTERISTICS OF THE MARKET AND POSITION OF THE CIECH GROUP 26
2.2.1 SODA SEGMENT 26
2.2.2 AGRO SEGMENT 33
2.2.3 FOAMS SEGMENT 36
2.2.4 SILICATES SEGMENT 37
2.2.5 PACKAGING SEGMENT 39
3. CIECH GROUP’S STRATEGY AND DEVELOPMENT CONDITIONS 40
3.1 CIECH GROUP STRATEGY FOR 2019-2021 40
3.2 SELECTED STRATEGIC ACTIVITIES FOR THE 2019-2021 STRATEGY PERIOD 41
3.3 DEVELOPMENT PROSPECTS 43
3.4 RISKS TO OPERATIONS 47
3.4.1 LIST OF THE MOST SIGNIFICANT RISKS 49
3.5 CORPORATE SOCIAL RESPONSIBILITY (CSR) 68
3.5.1 CSR IN THE CIECH GROUP 68
3.5.2 KEY ISSUES RELATED TO ENVIRONMENTAL PROTECTION 68
3.5.3 SPONSORSHIP AND CHARITY POLICY 71
3.6 RESEARCH AND DEVELOPMENT 71
4. FINANCIAL POSITION OF THE CIECH GROUP AND CIECH S.A. 73
4.1 PRINCIPLES FOR DRAWING UP THE ANNUAL FINANCIAL STATEMENTS OF THE CIECH GROUP AND CIECH S.A. 73
4.2 REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP 73
4.2.1 STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP 75
4.2.2 FINANCIAL PERFORMANCE BY OPERATING SEGMENT OF THE CIECH GROUP 77
4.2.3 ASSET POSITION OF THE CIECH GROUP 83
4.2.4 CASH POSITION OF THE CIECH GROUP 84
4.2.5 SELECTED FINANCIAL RATIOS AND WORKING CAPITAL OF THE CIECH GROUP 85
4.2.6 GROUP’S PERFORMANCE IN THE 4
TH
QUARTER OF 2021 88
4.3 REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING CIECH S.A. 89
4.3.1 STATEMENT OF PROFIT OR LOSS OF CIECH S.A. 89
4.3.2 ASSET POSITION OF CIECH S.A. 94
4.3.3 CASH POSITION OF CIECH S.A. 95
4.3.4 SELECTED FINANCIAL RATIOS AND WORKING CAPITAL OF CIECH S.A. 96
4.3.5 CIECH S.A.’S PERFORMANCE IN THE 4
TH
QUARTER OF 2021 97
4.4 INVESTING ACTIVITIES OF THE CIECH GROUP 98
4.5 FINANCIAL RESOURCE MANAGEMENT 99
4.5.1 EXTERNAL DEBT FINANCING OF THE GROUP 99
4.5.2 INTRAGROUP LOANS GRANTED 102
4.6 STATE AID USED 103
4.7 MATERIAL LITIGATION PENDING BEFORE A COURT, AN APPROPRIATE ARBITRATION AUTHORITY OR A PUBLIC
ADMINISTRATION AUTHORITY 103
4.8 INFORMATION ON CHANGES IN CONTINGENT ASSETS AND LIABILITIES OF THE CIECH GROUP 103
4.9 TRANSACTIONS WITH RELATED PARTIES OTHER THAN ON AN ARM’S LENGTH BASIS 104
4.10 CONTRACT WITH THE ENTITY AUTHORISED TO AUDIT FINANCIAL STATEMENTS 104
5. ORGANISATION, MANAGEMENT, STRUCTURE AND HUMAN RESOURCES IN THE CIECH GROUP 105
5.1 EQUITY AND ORGANISATIONAL LINKS 105
5.2 SCOPE OF ACTIVITIES OF CIECH S.A. AND CONSOLIDATED ENTITIES WITHIN THE GROUP 106
5.3 SCOPE OF ORGANISATION AND MANAGEMENT IN THE CIECH GROUP AND CHANGES IN 2021 107
5.4 OWNERSHIP CHANGES 107
5.5 EMPLOYMENT STRUCTURE AND HUMAN RESOURCES 110
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
7
6. SHARES AND SHAREHOLDERS 112
6.1 SHAREHOLDER STRUCTURE OF CIECH S.A. 112
6.2 CIECH S.A. ON THE STOCK EXCHANGE 113
6.2.1 CIECH S.A. ON THE WARSAW STOCK EXCHANGE 113
6.2.2 CIECH S.A. ON THE FRANKFURT STOCK EXCHANGE 117
6.2.3 INVESTOR RELATIONS 117
6.3 OTHER INFORMATION CONCERNING SHARES AND SHAREHOLDERS 119
7. CORPORATE GOVERNANCE 121
7.1 SET OF CORPORATE GOVERNANCE PRINCIPLES APPLIED BY CIECH S.A. 121
7.2 CORPORATE GOVERNANCE PRINCIPLES CONTAINED IN THE DOCUMENT “BEST PRACTICE OF WSE LISTED COMPANIES 2021”
WHICH WERE NOT APPLIED BY THE ISSUER IN 2021 121
7.3 CORPORATE GOVERNANCE PRINCIPLES ON INFORMATION POLICY AND COMMUNICATION WITH INVESTORS (Chapter 1) 124
7.4 MANAGEMENT BOARD AND SUPERVISORY BOARD (Chapter 2) 124
7.5 INTERNAL SYSTEMS AND FUNCTIONS (Chapter 3) 124
7.6 GENERAL MEETING OF SHAREHOLDERS AND RELATIONS WITH SHAREHOLDERS (Chapter 4) 124
7.7 CONFLICT OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (Chapter 5) 125
7.8 REMUNERATION (Chapter 6) 125
7.9 INTERNAL CONTROL SYSTEM WITH REGARD TO THE PROCESS OF PREPARING FINANCIAL STATEMENTS 125
7.10 SHAREHOLDERS OF CIECH S.A. HOLDING SIGNIFICANT BLOCKS OF SHARES 127
7.11 SHAREHOLDERS WITH SPECIAL CONTROL RIGHTS 127
7.12 RESTRICTIONS CONCERNING THE EXERCISE OF THE VOTING RIGHTS 127
7.13 RESTRICTIONS CONCERNING THE TRANSFER OF OWNERSHIP RIGHTS TO THE ISSUER'S SECURITIES 128
7.14 DESCRIPTION OF RIGHTS FOR MAKING DECISIONS ON THE ISSUE OR REDEMPTION OF SHARES 128
7.15 PRINCIPLES OF AMENDING THE ISSUER'S ARTICLES OF ASSOCIATION 128
7.16 CORPORATE BODIES OF CIECH S.A. AND PRINCIPLES GOVERNING THEIR OPERATION 128
7.17 REMUNERATION FOR THE MANAGEMENT AND SUPERVISORY BODIES 139
7.18 INFORMATION ABOUT AGREEMENTS SIGNED BETWEEN THE ISSUER AND PERSONS IN MANAGEMENT POSITIONS 139
LIST OF TABLES 140
LIST OF FIGURES 141
GLOSSARY OF ABBREVIATIONS AND TERMS 142
RATIO CALCULATION METHODOLOGY 143
REPRESENTATION BY THE MANAGEMENT BOARD 144
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
8
1. CIECH GROUP’S OPERATING ACTIVITIES
1.1 MAJOR EVENTS AND ACHIEVEMENTS IN 2021
Closing of the transaction for the sale of 100% shares in CIECH Żywice Sp. z o.o.
On 1 March 2021, CIECH S.A. entered into an agreement for the sale of 74,677 shares in CIECH Żywice Sp. z o.o. with LERG S.A.
with its registered office in Pustków-Osiedle, accounting for 100% of shares in the share capital of CIECH Żywice Sp. z o.o. The value
of the Agreement (equal to the enterprise value being sold) is PLN 157,410 thousand. For details of the transaction, see current
reports No 27/2020 and 4/2021.
Conclusion of the facilities agreement
On 16 March 2021, a facilities agreement was concluded between, among others, CIECH S.A. (as the borrower and guarantor), its
selected subsidiaries: CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda Deutschland GmbH & Co. KG, CIECH Energy Deutsch-
land GmbH and CIECH Salz Deutschland GmbH (as borrowers and guarantors), BNP Paribas Bank Polska S.A (as the agent),
Powszechna Kasa Oszczędności Bank Polski S.A. (as the security agent) and the following banks: Powszechna Kasa Oszczędności
Bank Polski S.A., mBank S.A., BNP Paribas Bank Polska S.A., Industrial and Commercial Bank of China (Europe) S.A. Branch in Poland,
Bank Polska Kasa Opieki S.A., Bank Millennium S.A., Credit Agricole Bank Polska S.A., Société Générale S.A., Bank Handlowy w
Warszawie S.A., Bank Ochrony Środowiska S.A. and Intesa Sanpaolo S.P.A. S.A. Branch in Poland (as lenders). The Facilities Agree-
ment provides for the extension of loans in PLN and EUR, up to a total amount (expressed in PLN) of PLN 2,115,000 thousand. The
agreement provides for a grace period of over 2 years for the repayment of the term loan during which no principal repayment of
the loan will be required. The first principal repayment is required on 30 June 2023 For details on the agreement, see current
report No 7/2021. On 26 April 2021, the conditions precedent to the disbursement of the facilities made available under the Facil-
ities Agreement were fulfilled.
On 5 May 2021, funds from the disbursement of Term Loans in the amount of PLN 1,856.9 million were used to repay the
CIECH Group's financial debt granted in the form of:
1. bilateral loans extended on the basis of facility agreements of 18 April 2019, with a total value of PLN 507.1 million,
2. syndicated loans with a total value of PLN 1,349.8 million, extended under a facility agreement of 29 October 2015, as amended
by the annex dated 9 January 2018.
The Refinanced Syndicated Loan Agreement, including Syndicated Loans and the revolving credit facility unused by CIECH S.A.
in the amount of PLN 250 million, was terminated on 5 May 2021.
The remaining reimbursed amount of the Term Loans and the amount of the revolving credit facility, extended under the New
Facilities Agreement, will be used to finance refinancing expenses, interest on the refinanced Financial Debt and to finance general
corporate objectives of CIECH S.A. and its selected subsidiaries. For details, see current report No 14/2021.
Resignation of the supervisor
On 16 March 2021, Mr Piotr Augustyniak resigned as Member of the Supervisory Board of CIECH S.A.
OPERATING ACTIVITIES
of the CIECH Group
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
9
Winding-up of a subsidiary
On 2 March 2021, the Extraordinary General Meeting of CIECH Trading Sp. z o.o. approved the decision of the Company's Manage-
ment Board to discontinue the business activity specified in the Company's Articles of Association, and obliged the Company's
Management Board to take all necessary actions to cease and wind up the business activity, and upon completion of the above
measures to take a decision to dissolve the Company pursuant to Article 270 of the Code of Commercial Companies.
Signing of letter of intent
On 26 March 2021, CIECH S.A., CIECH Soda Polska S.A., Budimex S.A., EEW Energy from Waste GmbH, EEW Energy from Waste Polska
Sp. z o.o., FBSerwis S.A. and the Municipality of Janikowo signed:
• a letter of intent to continue their cooperation in the implementation of an investment project consisting in the construction
of a thermal waste treatment installation by EEW, EEW Polska and FBSerwis at a real estate property owned by CIECH Soda
Polska S.A., and
• A Memorandum of Understanding.
For details on the cooperation, see current report No 9/2021.
Commencement of the commissioning phase of a significant investment project
On 19 May 2021, the main construction part of the evaporated salt production plant in Staßfurt, Germany was completed.
CIECH Salz Deutschland GmbH proceeded to the pre-commissioning phase of the salt production installation. The transition to the
pre-commissioning phase is related to the production of the first batch of wet salt by the production plant, in compliance with the
assumed parameters. For details, see current report No 16/2021.
Appointment of members of the Management Board for a new term
On 22 June 2021, in connection with the end of the current term of office of the Management Board on the date of the Annual
General Meeting of CIECH S.A. approving the financial statements for the financial year 2020, the Supervisory Board of CIECH S.A.
adopted resolutions on the appointment, for a new, three-year term of office, of all current Members of the Management Board of
CIECH S.A.
The Supervisory Board entrusted the members of the Management Board with their previously performed functions, i.e. Mr Dawid
Jakubowicz as the President of the Management Board, and Mr Mirosław Skowron and Mr Jarosław Romanowski with the function
of Management Board Members.
Review of strategic options
On 5 July 2021, the Management Board of CIECH S.A. adopted a resolution on the commencement of the review of strategic options
supporting further development of the CIECH Group in relation to CIECH Vitro Sp. z o.o., a subsidiary of CIECH S.A. CIECH Vitro
operates as part of the Packaging Segment. In the process of reviewing strategic options, the Management Board works together
with a transaction, financial, legal and tax advisor.
Registration of amendments to the Articles of Association
On 2 August 2021, CIECH S.A. received the decision of the District Court for the capital city of Warsaw in Warsaw, 12
th
Commercial
Division of the National Court Register, regarding registration of amendments to the Articles of Association of the Company made
by virtue of Resolutions No 20/2021 and 23/2021 of the Annual General Meeting of CIECH S.A. of 22 June 2021.
Signing of letter of intent
On 8 September 2021, a letter of intent was signed between CIECH S.A. and SYNTHOS GREEN ENERGY S.A. on establishing coopera-
tion in the use of energy from Small and Micro Modular Reactors by companies from the CIECH Group. The letter of intent will enable
CIECH S.A. to carry out a thorough analysis of the use of SMR and MMR technologies in the Group Companies.
The letter of intent provides for the establishment of long-term cooperation in defining the characteristics of energy supplies for the
needs of the Companies using SMR and MMR technologies, developing an energy supply model, determining the possibility of, and
conditions for, the construction of SMR and MMR installations on the premises of the Companies, and establishing the boundary
terms of the contract for the energy supply to the Companies. For details, see current report No 31/2021.
Appointment of a Member of the Supervisory Board of CIECH S.A.
On 26 October, the Extraordinary Shareholders’ Meeting of CIECH S.A. appointed Ms Natalia Scherbakoff as a new member
of the Supervisory Board of CIECH S.A.
Sale of EUA CO
2
emission allowances
On 29 December 2021, CIECH Soda Deutschland GmbH & Co. KG and CIECH Energy Deutschland GmbH sold 655,390 units of CO
2
emission allowances (EUA), originating from free allocation and units previously purchased from the market. The market value of
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
10
EUA Units sold amounts to EUR 52 million (equivalent of PLN 238 million) as per current value of a CO
2
emission allowance unit, i.e.
EUR 78.93/EUA (equivalent of PLN 363.30).
At the same time, the Subsidiaries concluded agreements securing the purchase of 655,390 units of CO
2
emission allowances on the
forward market, with a settlement date in April 2022 and April 2023. The Hedging settlement dates fall before the deadline for the
required redeeming of the units in the amounts corresponding to the CO
2
emissions for the years 2021 and 2022 respectively.
The sale of Allowances and Hedging:
1. have an impact on the adequate increase in the level of cash in the Subsidiaries;
2. an impact on the reduction of the consolidated net debt of the CIECH Group by approx. PLN 238 million, calculated as at 31
December 2021;
3. have an insignificant impact on EBITDA, limited to the difference between the selling price of EUA Units and the repurchase
price of the units of CO
2
units, i.e. approx. PLN 2 million;
4. do not affect the change in the net exposure of the CIECH Group to market risk related to fluctuations in the price of CO
2
emission allowances.
The main purpose of the Transaction was to obtain funds that would improve liquidity in the short term and reduce the costs of
financing in the CIECH Group. The funds obtained from the Transaction will be allocated, among others, to reduce the utilisation of
short-term financing sources (overdraft facilities, factoring) with a higher cost of financing. It is assumed that obtaining funds through
the sale of the units of CO
2
emission allowances may be repeated in subsequent years – within the time limits, in quantities and
values depending, among others, on the dates of allocation of such units as well as their quantity and market value.
1.2 CHARACTERISTICS OF THE CIECH GROUP
The CIECH Group is an international, professionally managed group with a well-established position of a leader of the
chemical sector in Central and Eastern Europe. It manufactures products which are used in the production of articles
necessary in everyday life of people all over the world – state-of-the-art
products of the highest, world quality. Taking advantage of the support of a
reliable strategic investor – Kulczyk Investments – it implements the strategy of
global development.
The core sales market for the CIECH Group is the European Union, including
mainly Poland, Germany and Central Eastern European countries. Products
manufactured by the CIECH Group are also exported to overseas markets.
FIGURE 1: KEY OPERATING SEGMENTS AND MAJOR CATEGORIES OF CIECH GROUP PRODUCTS
SODA SEGMENT
AGRO SEGMENT
FOAMS SEG-
MENT
SILICATES
SEGMENT
PACKAGING
SEGMENT
COMPANIES
CIECH
CIECH Soda Polska
Ciech Soda Deu-
tschland
Ciech Salz Deutschland
CIECH Soda Romania
CIECH
CIECH Sarzyna
Proplan
CIECH
CIECH Pianki
CIECH
CIECH Vitrosilicon
CIECH Soda Roma-
nia
CIECH
CIECH Vitrosilicon
CIECH Vitro
PRODUCTS
SERVICES CON-
CERNED
soda ash
evaporated salt
sodium bicarbonate
energy
agro products –
crop protection
chemicals
polyurethane
foams
sodium and potas-
sium silicates
lanterns and jars
CUSTOMERS
glass, food and deter-
gent industry
pharmaceutical indus-
try
households
agriculture
furniture industry
households
chemical industry
detergent industry
dyeing industry
households
food industry
households
MARKETS
global
global
global
global
global
The CIECH Group is a global
concern focused on pro-
spective
markets.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
11
Products of the CIECH Group are manufactured in 8 production plants. Four largest production plants (2 in Poland, 1 in
Germany and 1 in Romania) operate in the Soda Segment and manufacture soda ash and soda derivatives; the plant in
Romania produces glassy sodium silicate and sodium water glass. The remaining 4 plants operating in the Agro, Foams,
Silicates and Packaging segments are located in Poland. Soda production at the Romanian plant was suspended in the third
quarter of 2019 (for more information, see current report No 40/2019). In addition, Proplan outsources product formulation
and packaging services to two plants.
Strategic distribution of the Group’s plants enables optimisation of logistics efforts and expansion of the distribution
network which is of particular importance in the area of the soda segment’s products. Plants in Poland and Germany
guarantee access to key markets and stability of supplies in Europe.
FIGURE 2: KEY COMPANIES OF THE CIECH GROUP
The CIECH Group is the exclusive Polish exporter of:
• Soda ash,
• Sodium bicarbonate,
• Calcium chloride.
The CIECH Group is the largest
producer of soda
ash in the CEE region and the
second largest in Europe.
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12
FIGURE 3: GEOGRAPHICAL STRUCTURE OF THE CIECH GROUP’S REVENUES IN 2021
Source: In-house analysis
1.3 OPERATING SEGMENTS
Following the organisational changes, activities of the CIECH Group are focused on five key segments which ensure a
diversification of its business*.
*CIECH Żywice Sp. z o.o. was earmarked for sale in 2020, and the company sale agreement was finalised on 1 March 2021. In the CIECH
Group's consolidated financial statements for 2021 and 2020, the Resins Segment's operations are reported as discontinued operations.
European Union
Poland
Other European countries
Asia
Africa
Other
0.5%
45%
0.5%
1%
51%
2%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
13
SODA SEGMENT
Soda ash | Sodium bicarbonate| Salt
of the CIECH Group’s
revenues in 2021
The Soda Segment is an area with the largest share in the Group’s financial
performance. In 2021, it accounted for more than 81% of adjusted EBITDA
(adjusted by one-off events). The CIECH Group is focused on expanding its
business potential and creating competitive advantages which result from,
among other aspects, the Group’s strong position on key markets and
relations with customers, increase in production capacity, wide range of soda
products, extension of the sodium bicarbonate portfolio and optimal
distribution of production plants.
The Soda Segment also includes the operations of CIECH Cargo Sp. z o.o., which renders rail transport services, mainly to
the companies within the Segment.
There are two basic soda production methods: synthetic method – the Solvay method (sodium carbonate) and natural –
mining method (trona). The Solvay method underwent several modifications, of which the most popular is the Hou method,
used by certain production companies in China. The CIECH Group produces soda using the Solvay method.
Soda ash
Soda ash is one of the basic raw materials for the glass manufacturing industry — about one half sodium carbonate
produced worldwide is used for the production of glass. It is also used for the production of washing and cleaning products,
in metallurgy and chemical industry, among others, to produce certain types of mineral fertilizers as well as dyes and
pigments. There are two basic types of soda ash:
Dense soda – used primarily in the production of glass.
Light soda – used primarily in the production of granular detergents.
The main difference between light and dense soda is the bulk density (1 tonne
of light soda is of higher volume than 1 tonne of dense soda), and the basic
chemical characteristics are identical. The type of product purchased by
customers depends primarily on the technology they use and on their
individual preferences.
The CIECH Group sells soda ash both in bulk, as well as packed in big and
smaller bags. The products sold in bulk are transported to the customer in
specialist rail or road tankers, and the packed products – by road or railway transport. Soda ash is also transported by ship,
either in bulk or in packages, usually loaded into containers.
Soda ash is used primarily in production of:
• flat glass,
• glass packaging and glassware,
• silicates,
• detergents.
This product has also technical application, other chemical applications, treatment plants, mineral extraction.
Sodium bicarbonate
Sodium bicarbonate is used mainly in production of animal feed (as an acidity regulator), food (among others as an
ingredient of baking powder and sparkling drinks), pharmaceuticals (e.g. for dialysis, effervescent tablets and
pharmaceuticals), detergents and cosmetics, and for purifying exhaust fumes.
66%
Soda is one of the basic semi-
finished products (raw materi-
als) of modern chemistry that
finds wide application in the
industry.
The CIECH Group produces both
types of soda, adapting the pro-
duction structure to the
customers’ expectations.
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Food grade soda – a product that finds many uses in the food industry and in households, and which meets
the requirements of special regulations (e.g. IFS certification).
Feed soda –an animal feed ingredient intended for feed manufacturers and private farmers.
Pharmaceutical-grade soda – its acid neutralisation action, potential binding with other chemicals and
cleaning properties help pharmaceutical grade soda find widespread use in the pharmaceutical sector.
Pharmaceutical-grade dialysis soda – a specially purified soda grade with specific granulometric parameters
and complying with requirements set out in special regulations (including API, GMP+ certification).
Industrial-grade soda – a product widely used in many branches of industry, including: in the production of
detergents, in paper industry, flue gas desulphurization industry and chemical industry.
Production processes in the Soda Segment
At present, the production of soda in the CIECH Group is the responsibility of the following three companies: CIECH Soda
Polska S.A. (plants in Janikowo and Inowrocław), CIECH Soda Deutschland GmbH & Co. KG (Stassfurt) and CIECH Soda
Romania S.A. (Ramnicu Valcea – production suspended in September 2019). Soda ash is produced in all plants and sodium
bicarbonate – in Inowrocław and Stassfurt.
Presented below is a simplified schematic diagram of the soda ash and sodium bicarbonate production process.
FIGURE 4: SODA PRODUCTION PROCESS
Main raw materials used in the production process in the Soda Segment include limestone, salt brine, ammonia, furnace
fuel (coke or anthracite) and heat.
The soda ash production plants are located in close proximity to limestone and brine suppliers (due to the high
transportation costs of these raw materials in comparison with their price). The production plant located in Germany uses
also own deposits of brine and limestone.
Coke is the so-called furnace fuel, used to burn limestone and produce CO
2
. Coke is usually supplied based on short- or
long-term contracts. In the soda production process, coke can be replaced with anthracite which is slightly less efficient,
but also cheaper than coke. The Group can use a mixture of both fuel types, i.e. coke and anthracite. Prices and availability
on the market are the main factors determining which raw material is used.
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FIGURE 5: CIECH GROUP’S SODA PLANTS AND KEY MARKETS
The largest component of manufacturing costs in the production process is heat energy in the form of technological steam
– production plants in Poland and Germany have their own CHP plants, and the Romanian company bought it from a third
party supplier. Key energy-producing raw materials used by the Group’s CHP plants include: hard coal (plants in Inowrocław
and Janikowo) and natural gas (plant in Stassfurt). Hard coal is supplied under both short-term and long-term contracts
with fixed price or price indexed to various indices, and the price formula for gas supplied in Germany is based on market
prices for this raw material (in the case of options - on prices from option contracts).
The soda segment is intensely developed by the Group. In 2015 and 2016, a key project, Soda +200, was completed. It
consisted in increasing the production capacity of the soda plant in Inowrocław by 200 thousand tonnes per year (ended in
the first quarter of 2016). In addition, in 2020 the Group completed a multi-year project to increase its sodium bicarbonate
production capacity at its German plant. Currently, CIECH's plant in Germany can produce up to 50,000 tonnes of top quality
sodium bicarbonate, with an overall capacity of 110,000 tonnes per year.
Further development of activities in the soda segment will take place mainly through continuation of optimisation activities
with regard to production capacity, as well as the growth of product quality and concentration on more processed products.
At the same time, the Group will improve the quality of service of its current clients and conduct intensive activities to
attract new customers.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
16
FIGURE 6: PRODUCTION CAPACITY OF THE CIECH GROUP’S SODA PLANTS
SODA ASH
SODIUM BICARBONATE*
*The plant is currently in hibernation.
* Soda ash is produced from sodium carbonate, therefore the calculation of total production capacity of the CIECH Group should take into account the soda
ash production capacity only – these two items should not be added up.
Salt
Among various types of salt, the most popular are evaporated salt which is produced by, among other companies, the CIECH
Group, sea salt and rock salt. Evaporated salt is widely used in chemical industry (electrolysis, detergent and dye
production), food industry, as well as water treatment and softening.
In 2021, the CIECH Group started the process of launching the project for the evaporated salt plant in Germany whose
production capacity is planned at around 450 thousand tonnes of salt per year, which allows almost doubling the production
capacity of the Group's evaporated salt. Commercial sales on a larger scale will begin in 2022.
Salt products of the CIECH Group
Dry salt:
• Table salt and iodised table salt – produced from the saline solutions generated by the wet mining
of natural rock salt beds, through the extraction of brine. Table salt contains a minimum of 99.9%
of sodium chloride and finds widespread use in the food industry. The CIECH Group sells salt
primarily in 1 kg bags, under the brand name of Sól Kujawska and under private label brands of
discounts and retail chains, as well as in larger, 25 kg packaging for production facilities
• Salt without anti-caking agent – used in food production (mainly products manufactured on the
BIO market - this product does not contain an anti-caking agent).
• Salt tablets – used in water purification systems, e.g. to regenerate ion
exchangers and multi-functional filter softeners that filter out water hardness contributors
(i.e. calcium and magnesium). The key recipients of salt tablets produced by the CIECH Group include: households
(private water purification systems), housing associations (water purification for new residential estates),
industry (water purification for factories), as well as by such entities as swimming pools or hospitals. The CIECH
Group sells salt tablets both in Poland (where it holds a majority share of the market) and abroad, systematically
increasing its market share.
• Feed salt and salt licks – used in agriculture and for production of animal feeds which, owing to the salt
content, perfectly supplement the diet of livestock, especially ruminants, with minerals. The salt content perfectly
supplements the diet of livestock, especially ruminants, with minerals. CIECH’s salt products also used in emergency
1,450 tt
CIECH Soda Polska
• Inowrocław
• Janikowo
140
610 tt
CIECH Soda Deutschland
• Stassfurt
540 tt
CIECH Soda Romania*
• Ramnicu Valcea
90 tt
CIECH Soda Polska
• Inowrocław
110 tt
CIECH Soda Deutschland
• Stassfurt
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
17
feeding of forest animals since they improve assimilation of potassium, magnesium and calcium. Fodder-grade salt is
sold in the GMP+ chain.
• Pickling salt – nitrite salt (for pickling) is an essential additive used in the production of raw and cured meats. Pickling is
one of the oldest forms of food preservation – preservation using salt.
• Granulated salt – used by households (dishwashers). Granulated salt extends dishwasher life.
• Industrial salt – one of the components used in the manufacture of detergents, washing powders and dyes. The product
finds widespread use in electrolysis and the production of soda.
At present, the CIECH Group is focused on expanding the range of specialised products in the dry salt portfolio, focusing on
increasing production capacity, developing new products and new sales directions.
Salt products are supplied to most European countries. The key export markets are: Germany, Czech Republic, Slovakia,
Hungary, Sweden, Belgium, Lithuania, Latvia, Ukraine, Italy, France.
Salt production process
Evaporated salt is produced from the saline solutions generated by the wet mining of natural rock salt beds.
FIGURE 7: SALT PRODUCTION PROCESS
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
18
FIGURE 8: SALT PRODUCTION IN THE CIECH GROUP AND KEY MARKETS
FIGURE 9: PRODUCTION CAPACITY OF THE CIECH GROUP’S PLANTS – SALT
New salt factory in Stassfurt (Germany)
From mid-2021, a new salt factory started operating in Stassfurt, near Magdeburg (Germany), which will ultimately produce
approx. 450 tonnes of evaporated salt per year, thanks to which the CIECH Group will be among the largest producers of
evaporated salt in Europe. The target production parameters are planned to be achieved by mid-2022.
The saltworks in Stassfurt are one of the most advanced facilities of this type in Europe. The production of evaporated salt
in the new plant will be carried out with the use of a different technology than in the Polish CIECH salt factory. Instead of
steam heated evaporators in the MEE (Multiple-Effect Evaporation) technology, a fully automated production line based
on MVR (Mechanical Vapor Recompression) technology was used, in which water is evaporated through the supply of
compressed steam. The technology based on Boyle's physical law generates significant savings and increases the efficiency
of salt production.
The solutions applied in Stassfurt also include the use of an effective, low-emission source of thermal energy (an efficient
gas-fired CHP plant) and effective management of thermal energy in the production process, confirmed by the ENEV certif-
icate. In addition, the electricity used in the brewhouse will come from 100% from renewable energy sources.
In addition, the plant has been equipped with an optimal system for managing production waste, which will be discharged
to an underground storage site. The new CIECH factory will also be equipped with a state-of-the-art, fully automated
high-bay warehouse.
~550
tt
CIECH Soda Polska
• Janikowo
~450
tt
CIECH Salz Deutschland
• Stassfurt
•
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
19
The advantage of the German location of the new salt production plant is the availability of its own sources of raw materials
(brine), a low-emission and effective source of energy and a very convenient location, enabling expansion into attractive
Western European markets. After reaching the target annual production volume, the CIECH Group will join the strict group
of European evaporated salt producers, with an established position in Central Europe and Scandinavia
and with the prospect of expansion into the markets of Western Europe. The plant will employ about 100 people.
AGRO SEGMENT
Crop protection products
of the CIECH Group’s
revenues in 2021
The CIECH Group is the largest domestic producer of crop protection chemicals and the leader in the market of herbicides.
Products falling within this Segment are manufactured by the following two companies: CIECH Sarzyna S.A. and Proplan
Plant Protection Company, a supplier of crop protection products. In 2021, the Agro Segment generated nearly 16% of
adjusted EBITDA (adjusted for one-off events).
Crop protection products
The company that specialises in the production and distribution of crop protection chemicals
(herbicides, fungicides, insecticides, growth regulators and seed treatment) is CIECH Sarzyna
S.A., a Polish company, and Spanish company Proplan Plant Protection Company. Full range
of products of the CIECH Group’s AGRO area includes over 150 items of different chemical,
application and packaging forms appropriate for their target market and use. The most famous
trademarks from the AGRO area include: CHWASTOX®, Agrosar, Tarcza Łan Extra, Labrador
Extra, Nikosar, Prokarb and HALVETIC®, registered in 2021. In addition to European markets,
the AGRO Group also supplies to markets in Asia, Australia, North Africa, Latin America and
Canada.
In Poland, owing to an intensive new product registration programme, another 4 products
were registered, including HALVETIC®, which achieved a double-digit market share already in
the first year of sales.
In 2021, thanks to the further expansion of the portfolio, the development of the Sales Team serving key partners in the
distribution channel and the intensifying cooperation with farmers supported by marketing activities, CIECH Sarzyna's mar-
ket share increased by 1.7 pp to 7.8% according to PSOR (Polish Plant Protection Association). This growth was delivered
through further optimisation of production, logistics and sales supported by digitalisation processes at each stage.
Responding to the challenges related to the European Green Deal and the Field to Table Strategy, in 2021 CIECH Sarzyna
launched the innovative product, HALVETIC®, manufactured in the Better Glyphosate Technology (BGT) based on the glob-
ally largest active substance, namely glyphosate. This is the first such significant innovation in a market that for 45 years
has used technologies that were ill-suited to the challenges of the modern world and the expectations of farmers and
consumers. Thanks to this technology, it is possible to obtain the same effectiveness in controlling annual and perennial
weeds with a reduction of up to 50% of the active substance per hectare. This project addresses directly the expectations
arising from the Field to Table Strategy aimed at the development of sustainable agriculture in Europe.
2021 saw further consolidation of the operations of CIECH Sarzyna S.A. and Proplan in the area of production, marketing
and sales activities for key markets and process optimisation to achieve synergies in building intellectual property.
14%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
20
FOAMS SEGMENT
Polyurethane foams
of the CIECH Group’s
revenues in 2021
Polyurethane foams
The CIECH Group is one of the largest suppliers on the domestic market of
polyurethane foams (PUR foams). In 2021, the Foams Segment generated
more than 9% of adjusted EBITDA (adjusted for one-off events).
Flexible polyurethane foams are used mainly in production of upholstered
furniture and sleeping mattresses. To a lesser extent, they are used in the
automotive industry, construction industry and textile industry.
CIECH Pianki Sp. z o.o. has many years of experience in the production and
sale of flexible PUR foams. It is one of the largest elastic foam producers in
Poland. Recipients of the company's products include the largest furniture and mattress manufacturers in Poland and
Europe. Because of physical and mechanical properties (low specific gravity) PUR foams are sold primarily on local markets.
In Poland, the consumption of flexible polyurethane foams is associated largely with
the national furniture industry and its high position in the international markets.
Thanks to cooperation with the largest manufacturers of furniture and mattresses,
the company adjusts the portfolio offered on an ongoing basis to the expectations of
the target customers.
In response to the growing demand caused by the COVID-19 pandemic, the Company
decided to purchase an installation for the production of protective masks.
In December 2020, the sale of the highest quality protective respirators in the FFP2
class was launched, in April 2021 the company obtained certification in the FFP3 class compliant with the European EN
149:2001 standard and an approval of the Polish Institute of Hygiene. The full capacity of the production line reaches around
10 million pieces per year.
SILICATES SEGMENT
Silicates | Water glass
of the CIECH Group’s
revenues in 2021
In 2021, the Silicates Segment generated more than 4% of adjusted EBITDA (adjusted for one-off events).
The CIECH Group manufactures sodium and potassium silicates. Both types of silicates are produced in two forms – solid,
offered under the brand name of VITROSIL (glassy sodium and potassium silicate) and liquid, offered under the brand name
of VITROLIQ (sodium water glass and potassium water glass).
Sodium silicates are used for production of precipitated
silica (about 37% of consumption in Europe, used mainly
in the tire and beauty product industries), detergents
(about 17%), paper, zeolites and in other industries.
After expanding the production capacity of sodium
silicate in the Żary and Iłowa plants, CIECH Vitrosilicon
S.A. is currently the third largest manufacturer of sodium
silicate in Europe and the leader in the sales of this raw
material.
Potassium silicates are used in the production of welding electrodes, construction chemicals, including paints and silicate
plaster. For the purpose of continued development of this Segment, the CIECH Group concentrates on the use of new
applications of silicates and development of high-margin products.
7%
11%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
21
The Silicates Segment also includes the Ramnicu Valcea plant in Romania, which has capacity to produce glassy sodium
silicates and sodium water glass. Soda and sand are the main raw materials used in the production of sodium silicate.
In 2021, the Packaging Segment generated more than 2% of adjusted EBITDA (adjusted for one-off events).
CIECH Vitro Sp. z o.o. specialises in the manufacturing of lanterns for vigil
lights and is recognised as the leader of the Polish market. The full range
covers approx. 160 designs, including lanterns for jar candles and custom
designs, dedicated to individual customers. The Company offers a wide and
diversified range of lanterns for vigil lights, including lanterns in the smallest
and largest sizes and with a very diverse design. The company is also the only
Polish producer of COMFORT-type jars with glass cover and fastening clamps.
The Company also produces standard Twist-off jars for the food processing
industry.
OTHER ACTIVITIES SEGMENT
Services | Distribution| Sale and management of real property
Other Activities Segment covers mainly services rendered outside the CIECH Group and goods sold mainly by
CIECH S.A. and CIECH Trading Sp. z o.o., as well as foreign companies outside the scope of key segments of the Group.
In addition to trading activities, this Segments also includes companies that support the Group’s operations in terms of,
among others, sale and management of real property (CIECH Nieruchomości Sp. z o.o.) and financing activities.
Operating segments of CIECH S.A.
CIECH S.A., as the Parent Company of the CIECH Group, holds shares in subsidiaries assigned to individual segments
described above. In addition to support services provided to these companies, CIECH S.A. also carries out operating
activities in the following segments:
Soda Segment – CIECH S.A. sells the majority of Soda segment products manufactured by the CIECH Group companies. Key
products of this segment include: light and dense soda ash, sodium bicarbonate, evaporated salt and calcium chloride.
Agro Segment – in 2021 CIECH S.A. was, among others, the supplier of raw materials to Polish companies operating within
the Agro Segment.
Foams Segment – in 2021 CIECH S.A. was the supplier of services to Polish companies operating within the Foams Segment.
Silicates Segment – CIECH S.A. sells the Silicates and Glass segment products manufactured by CIECH Soda Romania S.A.
Key products in this group include glassy sodium silicate and sodium water glass.
Seasonality and cyclicality of activity of the CIECH Group
Seasonality associated with periodic demand and supply fluctuations has little impact on the CIECH Group general sales
trends. Products clearly influenced by seasonality are crop protection chemicals. Most crop protection chemicals are used
in the first half of the year, during the period of intensive plant growth. However, sales of these products take place mainly
in the 3
rd
and 4
th
quarter of the preceding year. For other products, the Group’s revenues and financial results are not
influenced by any significant seasonal fluctuations over the year.
PACKAGING SEGMENT
Glass products
of the CIECH Group’s
revenues in 2021
2%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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1.4 SIGNIFICANT AGREEMENTS AND TRANSACTIONS
On 1 March 2021, CIECH S.A. entered into an agreement for the sale of 74,677 shares in CIECH Żywice Sp. z o.o. with
LERG S.A. with its registered office in Pustków-Osiedle, accounting for 100% of shares in the share capital of CIECH Żywice
Sp. z o.o. The value of the Agreement (equal to the enterprise value being sold) is PLN 157,410 thousand.
For details of the transaction, see current reports No 27/2020 and 4/2021.
On 16 March 2021, a facilities agreement was concluded between, among others, CIECH S.A. (as the borrower and guaran-
tor), its selected subsidiaries: CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda Deutschland GmbH & Co. KG, CIECH
Energy Deutschland GmbH and CIECH Salz Deutschland GmbH (as borrowers and guarantors), BNP Paribas Bank Polska S.A
(as the agent), Powszechna Kasa Oszczędności Bank Polski S.A. (as the security agent) and the following banks: Powszechna
Kasa Oszczędności Bank Polski S.A., mBank S.A., BNP Paribas Bank Polska S.A., Industrial and Commercial Bank of China
(Europe) S.A. Branch in Poland, Bank Polska Kasa Opieki S.A., Bank Millennium S.A., Credit Agricole Bank Polska S.A., Société
Générale S.A., Bank Handlowy w Warszawie S.A., Bank Ochrony Środowiska S.A. and Intesa Sanpaolo S.P.A. S.A. Branch in
Poland (as lenders). The Facilities Agreement provides for the extension of loans in PLN and EUR, up to a total amount
(expressed in PLN) of PLN 2,115,000 thousand. The agreement provides for a grace period of over 2 years for the repayment
of the term loan during which no principal repayment of the loan will be required. The first principal repayment is required
on 30 June 2023 For details on the agreement, see current report No 7/2021. On 26 April 2021, the conditions precedent
to the disbursement of the facilities made available under the Facilities Agreement were fulfilled.
Transactions with related parties other than on an arm’s length basis
CIECH Group‘s companies, to the best of their knowledge and belief, did not conclude significant transactions on the terms
other than market ones. Sales to and purchases from related entities are realised at market prices that reflect market
conditions.
For a description of transactions concluded between related parties, see note 9.3. to the Consolidated Financial Statements
of the CIECH Group for 2021 and note 9.3 to the Financial Statements of CIECH S.A. for 2021.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
23
2. EXTERNAL ENVIRONMENT
2.1 FACTORS WITH MAY IMPACT ON THE CIECH GROUP’S ACTIVITIES
The CIECH Group business is largely based on the production and sales of chemical products used as raw materials and
semi-finished goods for the purposes of a wide range of industries, including the glass, detergent, furniture, automotive,
construction, food, agricultural, pharmaceutical, chemical and consumer goods industries. The demand for the CIECH Group
customers’ products depends on a number of factors, including general economic conditions.
Costs of labour and energy, interest rates and other macroeconomic factors also have a significant impact on the Group’s
operations. Due to the fact that a significant portion of the Group’s revenue and expenses is generated in foreign currencies,
changes in exchange rates also affect its financial performance.
The volume and profitability of the CIECH Group companies’ sales depend, among other factors, on these variables as well
as on the overall economic situation in Poland, Europe, and worldwide.
Situation in industries of recipients of products of the Group in Poland
Poland is the largest sales market of the CIECH Group. The direct and indirect, most important domestic recipients of the
Group's products include: glass industry, various chemical industries, furniture, agriculture, construction, food and auto-
motive industry. The development of these sectors of the economy depends on the economic situation in Poland.
According to the data of the Central Statistical Office, the sold industrial output at constant prices during 12 months of 2021
increased by 14.9% year on year (in 2020 — a decrease by 1.0%). After 12 months of 2021, the relevant dynamics of pro-
duction in the industries of significant importance to the Group’s activities (as receiving or target markets) were: manufac-
ture of rubber and plastic products (increase by 17.8%); manufacture of chemicals and chemical products (increase by
17.3%); manufacture of motor vehicles (increase by 14.0%); manufacture of furniture (increase by 16.0%, including furni-
ture for sleeping – increase by approx. 11% in terms of volume); manufacture of food (increase by 5.4%); construction and
assembly production (increase by 3.2%).
Over the few years prior to the COVID-19 pandemic, the Polish economy has been growing at a GDP growth rate of 4%-5%,
which is clearly faster than the average for the European Union. In the face of the pandemic crisis, a 2.5% drop in the value
of national GDP was recorded in 2020 (according to the Central Statistical Office). In the past year a quick economic upturn
was already observed and for the entire 2021 Polish GDP is estimated to grow by around 5.7% (according to the Central
Statistical Office). For 2022, however, a marked decline in this dynamics is expected to the level of 4% according to the
analyzes published in March this year. that is, after the outbreak of war between Russia and Ukraine (with high uncertainty
of forecasts related to the war, the risk of a price-wage spiral and global factors such as the continuing pandemic and high
fluctuating energy prices). Similar trends should be expected in the chemical industry which usually develops similarly to
the economy as a whole.
EXTERNAL ENVIRONMENT
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
24
Economic situation in Europe and in the world
The activity of the CIECH Group is based, in a considerable part, on the sales of chemical products on foreign markets. The
level of profitability on sales depends on the global economic situation in Europe and in the world. Global economic down-
turn usually results in the fall of the demand for raw materials on global markets and hence on the amount of export
turnover of the Group.
In 2020, as a result of the COVID-19 pandemic, there was a global crisis not witnessed in the last few decades. Analyses by
the International Monetary Fund suggest that the global economy has already returned to growth in 2021 (forecast of
+5.9% GDP in 2021 vs -3.1% in 2020). According to the IMF, many highly developed countries recorded GDP growth rates
not observed for at least 10 years (USA + 5.6%; European Union +5.2%; United Kingdom +7.2%). In several other major
economies, increases were higher or close to the global average (India +9.0%; China +8.1%; Mexico + 5.3%).
Even before the outbreak of the war between Russia and Ukraine, a slowdown in the economic growth of the world was
forecasted for this year, albeit with relatively high dynamics (+ 4.4% GDP according to the IMF). As predicted by the IMF,
the dynamics of GDP in highly developed countries in 2022. they were to be definitely positive: in the USA + 4.0%; in the
EU (27) + 4.0%; in Japan + 3.3%; India (+ 9.0%), ASEAN countries (+ 5.6%) and China (+ 4.8%) were to develop above average.
In other large economies of developing countries, significantly lower GDP growth was expected: Mexico (+ 2.8%); Russia (+
2.8%); Brazil (+ 0.3%).
However, based on the assessments of various think tanks from March this year. (taking into account the war) it should be
expected that the above dynamics will be lower by at least 0.5 to over 1 percentage point in relation to the previous fore-
casts. In the case of Russia, this may be a negative dynamics of 10%.
Last year, the EU chemical industry also showed a high pace of production growth compared to the crisis in 2020. Estimates
of the European Chemical Industry Council (CEFIC) indicate that in 2021 the chemical production of the EU-27 increased by
6% (compared to a decline of 1.9% in the previous year) and exceeded the level from 2019. This very good result is related
to the general acceleration of economic development after the first period of the COVID-19 pandemic. This year, even
before the outbreak of the war between Russia and Ukraine, CEFIC already forecasted a lower rate of chemical production
in the EU (+ 2.5%), but at a level much higher than the average annual growth recorded in the previous decade. In turn, the
analyzes of the American Chemical Council (ACC) indicated an increase in world production in the chemical sector by as
much as 3.8% in 2022. In the event of a prolonged war, these forecasts will probably be significantly reduced.
In the case of the European construction sector, 2021 can generally be considered a successful year. According to
Euroconstruct estimates, last year's construction production in Western and Central Europe increased by 5.6% (compared
to a 4.7% drop a year earlier). However, the situation on the continent varied greatly (from a slight decline in Germany to
a double-digit increase in Italy). For 2022 (before the outbreak of the war between Russia and Ukraine), a lower dynamics
of 4% was forecasted; at a slightly higher pace in the Central European region than in Western countries.
TABLE 1: OTHER FACTORS AFFECTING THE CIECH GROUP’S ACTIVITIES
Factors
Description
Economic situation on raw material
market
Due to the fact that costs of raw materials account for a large share of total costs of the
Group, the situation on key raw material markets (availability and price) significantly affect
the CIECH Group’s activities and financial performance. Price and availability of raw mate-
rials depends largely on economic and political developments across the globe.
Hard coal – situation on the market depends on a number of macroeconomic factors. The
largest producer of hard coal in the European Union is Poland, but EU’s import of coal is
nearly two times higher than production. Most of the coal imported to the EU is power
coal, i.e. coal used by the CIECH Group in the production of process steam and electricity
in soda plants in Poland. Despite the fact that the Group buys it usually from Polish mines,
the price of thermal coal for the CIECH Group in a long term depends on the European and
global situation in the area of demand and supply. The second half of 2021 saw an increase
in demand for coal unprecedented in recent years, not only in Poland but also in countries
such as Germany and France caused by a several-fold increase in gas prices, which in the
face of steadily declining production capacity in Europe (i.e. mainly in Poland) resulted in
increased prices and shortages of the raw material. The situation was mitigated by the
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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Factors
Description
relatively high level of coal reserves on the mine dumps, which allowed Polish mines to sell
significantly more than their current output until the end of 2021.
Gas – the main energy resource used by the combined heat and power plant at the Stass-
furt plant. The situation on the gas market depends on many factors, such as the price of
oil, demand for gas due to the current weather conditions and the current share of gas in
the energy mix. CIECH Energy Deutschland GmbH burns two types of natural gas, from local
sources and imported. Gas imports to Germany are from Russia, Norway and the Nether-
lands. In the gas combustion process, steam and electricity are generated, which is also
sold outside the Group. Gas supplies are realized on the basis of bilateral delivery contracts,
long-term contracts or short-term purchases (spot).
Furnace fuel (coke/anthracite) – coke prices depend primarily on prices of coking coal,
from which it is produced. The largest global producer of coke is China which, at the same
time, is one of the largest consumers of this raw material. In Europe, coke is produced
mainly in Poland (which is the largest exporter of coke in Europe), Germany and the Czech
Republic. In its business activity, the Group uses anthracite as a substitute for coke. The
main source of anthracite for Europe is Russia. Due to the unprecedented increase in coke
prices in the course of 2021, the Group has significantly increased the share of anthracite
in the furnace mix.
Oil-derivative raw materials – used primarily in the Foams Segment, are linked to oil
prices, but with a strong short-term impact of the demand/supply situation in the market.
Oil prices depend primarily on macroeconomic and political factors which translate into
global demand and supply situation.
Exchange rates of Polish zloty (PLN)
and Romanian leu (RON) to euro
(EUR) and US dollar (USD)
The CIECH Group’s main source of exposure to foreign currency risk is related to EUR and
USD in which export sales are denominated. Weakening of PLN and RON (in which
significant costs are incurred) in relation to EUR and USD (in which a material portion of
sales is made) has a positive impact on the CIECH Group’s financial performance. The
Group applies natural hedging and hedging instruments.
Volume of chemical production
capacity on markets where the CIECH
Group operates
In the sectors of mass chemical products, in which the CIECH Group operates, the capital
expenditures are an important barrier to entry, and in the case of the soda segment – an
access to natural resources. For this reason, in the scope of the most important segment
of the CIECH Group, the soda segment, green field investments are rare and generally done
outside Europe.
Information published over the past several months suggests that, globally, large increases
in soda ash capacity should not be expected in the next 2 years. In the next 3-5 years, new
capacities will be put into operation mainly in China and the USA. This will mainly concern
natural sodium. Due to the COVID-19 pandemic and the delays observed in the launch of
projects based on natural resources in the past, it is expected that the performance of
these projects will be delayed.
In general, in the long term the average annual growth rate of global soda ash capacity is
expected to be similar to the growth rate of global demand.
Environmental requirements
REACH system implementation
In accordance with the REACH regulation, the Group’s companies selling substances in
quantities exceeding 1 tonne p.a. have completed or plan to complete full registration
of these substances by defined deadlines, which will enable them to continue their
operations in the current scope.
Emission trading system
Some CIECH Group production companies are covered by the greenhouse gas emissions
trading scheme. External analyses performed by the CIECH Group companies indicate
that the amount of free CO
2
emission allowances in the 3
rd
settlement period (2021-
2030) is insufficient to cover the actual demand for this type of settlement units. In
addition to the direct costs connected with the purchase of CO
2
emission allowances,
the CIECH Group companies will bear higher costs of electricity due to their assumption
of the costs of purchase of CO
2
emission allowances from the producers.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
26
2.2 CHARACTERISTICS OF THE MARKET AND POSITION OF THE CIECH GROUP
2.2.1 SODA SEGMENT
Soda ash
Soda ash is one of the basic raw materials for the glass manufacturing industry. It is also used for the production of washing
and cleaning products, in metallurgy and chemical industry, among others, to produce silicates, sodium bicarbonate, lithium
carbonate (used for battery production), as well as in the paper industry. On a global scale more than one half of the cur-
rently produced soda ash is used for the production of glass. Further recipients of soda ash include the chemical industry
as well as producers of washing agents and detergents. 1/5 of available soda volumes is used by other branches of industry.
FIGURE 10: SODA ASH CONSUMPTION STRUCTURE
Source: Own compilation based on data from IHS Markit
In Europe, the share of glass manufacturers and chemical sector in soda ash purchases is much larger than on the global
market. On the other hand, in Europe relatively lower volumes of soda are used in the production of washing agents and
detergents.
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Europe
World
Container glass
Flat glass
Other glass
Washing agents and
detergents
Metallurgy
Chemicals
Other
The CIECH Group ranks second in Europe and first in the CEE region in terms of soda ash production potential.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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FIGURE 11: PRODUCTION CAPACITIES OF SODA ASH IN THE WORLD BY REGION
As at the end of the past year, the global production capacities of soda ash stood at approx. 71 million tonnes per year, of
which over half is produced in Asia (with dominant share of China and excluding Turkey). More than a quarter of the capac-
ity is concentrated in the European region (including Turkey and all of Russia), while the third key production region is North
America, representing nearly 20% of the capacity. The largest sodium carbonate producers in the world, with capacity of
3 million tonnes/year or more, are the following six companies: Solvay, Ciner Group, Tata Chemicals, Sisecam (already after
acquiring part of the assets of the Ciner Group in the USA last year), Genesis Energy and Shandong Haihua. As at the end of
2021, these companies represented about 40% of global production capacity.
FIGURE 12: LARGEST GLOBAL PRODUCERS OF SODIUM CARBONATE BY PRODUCTION CAPACITIES IN 2021
Source: Own compilation based on IHS Markit and others *without the capacity of CIECH Soda Romania, where production was suspended in 2019.
Global soda ash production capacity declined relatively slightly last year. The negative balance resulted from the shutdown
of factories in China due to environmental requirements with a slight increase in manufacturing capacity in India. At the
same time, the prolonged COVID-19 pandemic has contributed to delaying the implementation schedules of many capacity
expansion projects planned for the coming years. Revised investment plans assume that some incremental global genera-
tion capacity should only be expected from 2023 onwards. However, significant new production facilities are not expected
to be operational until 2026 at the earliest; mainly in China and the US for projects based on natural trona deposits. It is
worth noting here that the revised projected long-term average annual growth rate of global capacity is similar to or slightly
Asia
Europe*
North America
Other
*Europe including all of Russia and Turkey
Source: Own compilation based on data from IHS Markit
0,0
1,0
2,0
3,0
4,0
5,0
6,0
7,0
8,0
9,0
Solvay
Ciner
Tata
Chemicals
Sisecam
Genesis
Energy
Shandong
Haihua
Nirma
Bashkhim
Henan
Jinshan
Tangshan
Sanyou
CIECH*
million tonnes/year
54%
1%
27%
18%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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lower than the projected growth rate of global soda demand, at around 3.0%/year. In the short term (around 2 years),
however, the increase in production capacity may clearly not keep pace with demand.
The main soda ash market for CIECH Group is Europe, especially Poland. The biggest producer in this region is Solvay, which
owned factories in 6 locations around Europe in 2021, with total production capacities estimated at slightly below 5 million
tonnes/year. The second position in Europe in terms of production potential, excluding remote factories in Russia, is held
by the CIECH Group. The total capacity of 2.6 million tonnes/year comes from the two operating plants in Poland (Inow-
rocław and Janikowo) and one in Germany (Stassfurt), as well as the hibernated facilities in Romania (Ramnicu-Valcea),
where operations were suspended in September 2019.
In 2021, the Group’s share of the sodium carbonate market in Poland is estimated at approx. 85%, at 13-14% in Europe
(including Russia and excluding Turkey) and approx. 3% globally (Source: own estimates based on market data compiled by
IHS Markit).
Last year's quick return to growth in the world economy resulted in a marked increase in demand for soda both globally
(with growth rates of well over 5%) and across Europe (around 4%). Global soda consumption is likely to have surpassed
2019 levels and in Europe (including Russia, excluding Turkey) it was again above 11 million tonnes. The strong recovery
naturally followed a rebound after a difficult first period of the COVID-19 pandemic in 2020. Unfortunately, this rebound
has resulted in unprecedented rapid increases in energy costs, which are significant in the soda industry. On the other hand,
the specifics of the soda ash market, which is dominated by annual contracts negotiated at the end of the calendar year,
resulted in a significant reduction in margins that had not been reported for many years.
Apart from periods of exceptional change, most recently between 2020 and 2021, generally the European market (including
Poland) is a mature market, growing at an annual rate of around 1.5% in the long term. Growth dynamics in Central Europe
is usually higher by 1-2 percentage points than in Western Europe. The structure of soda ash consumption hasn’t changed
much for many years. The demand for sodium carbonate depends mostly on the demand for flat and packaging glass. The
rebound in the flat glass segment was particularly marked last year, mainly driven by an upturn in the European construc-
tion industry.
In the next few years, significant drivers for the further growth of the sodium carbonate market will include, among other
factors, the growing interest in glass packaging (as more environmentally friendly compared to plastic substitutes), growing
requirements for energy efficiency of buildings and the associated trend of using 3-pane windows (instead of 2-pane ones),
development of the segment based on glass photovoltaic panels. On the other hand, there are factors that may impede
this growth: measures to increase waste recycling (including glass) and problems in the automotive industry responsible
for a portion of demand for flat glass (last year related to reduced car production following disruptions in the supply chains
of other components necessary in this industry).
Sodium bicarbonate
Sodium bicarbonate is used mainly in production of animal feed (as an acidity regulator) and food (among others as an
ingredient of baking powder and sparkling drinks), for purifying exhaust fumes (mainly for desulphurisation) as well as in
production of pharmaceuticals, cosmetics and cleaning agents. In the chemical industry it is used for, among others, pro-
duction of pigments and plastics as well as a component of fire extinguishers. The sodium bicarbonate market is divided
into segments of soda of different qualities. The high quality segment covers the food, cosmetics, detergent and feed in-
dustries. Very high quality is required for pharmaceutical and medical purposes — e.g. in haemodialysis.
In Europe, sodium bicarbonate is used mostly in production of feed and exhaust gas purification (respectively, approx. 40%
and 25%). Other important segments are food production, pharmaceuticals production and hemodialysis.
The CIECH Group ranks second in Europe in terms of sodium bicarbonate production potential.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
29
FIGURE 13: SODIUM BICARBONATE CONSUMPTION STRUCTURE
Source: Own compilation based on data from IHS Markit
Global production capacities for sodium bicarbonate are estimated at about 7.1 million tonnes per year. Asia accounts for
nearly 50% of these capacities. The share of Europe together with Russia and Turkey reaches 1/3 and North America –
approx. 16%. In 2021, capacity additions were recorded mainly in Europe (including the commissioning of a new 200,000
tonnes/year facility at a soda plant in Bulgaria later that year). No significant capacity additions have been announced for
the next 2-3 years either in Europe or globally. Significant projects are only expected to be implemented with trona-based
projects in the US and China in the second half of this decade.
FIGURE 14: PRODUCTION CAPACITIES OF SODIUM BICARBONATE BY REGION
*Europe together with Russia and Turkey
Source: Own compilation based on data from IHS Markit
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Europe
World
Animal feed
Food
Flue gas
desulfurization
Cosmetics and
pharmaceuticals
Haemodialysis
Cleaning agents
Chemical industry
Europe*
Asia
North
America
Other
34%
47%
16%
3%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
30
FIGURE 15: LARGEST PRODUCERS OF SODIUM BICARBONATE IN THE REGION COMPRISING EUROPE AND TURKEY BY
PRODUCTION CAPACITY IN 2021
Source: Own compilation based on IHS Markit and others
In the European region (including Turkey), sodium bicarbonate production capacity is already estimated at around 2.4 mil-
lion tonnes per year. The biggest producer both in Europe and globally is Solvay, owning factories in seven countries. With
a capacity of 200 thousand tonnes per year, the CIECH Group has the second largest production potential in Europe (fourth
after Solvay and the Ciner and Sisecam Groups in the region, including Turkey).
The target market for the CIECH Group for sodium bicarbonate is Poland and the foreign markets, especially Western Eu-
rope. The share in the sodium bicarbonate market of the CIECH Group is about 11% in Europe (with Russia but without
Turkey) and 3% globally. Sodium bicarbonate is produced in two soda factories of the Group: in Inowrocław and in Stassfurt.
CIECH Soda Polska S.A. is the only producer of sodium bicarbonate in Poland with just under 60% of the market. The CIECH
Group’s share in the German market is about 1/4.
The sodium bicarbonate markets in Poland and across Europe are generally mature markets, not subject to rapid change,
with annual growth rates in the previous decade ranging from 3% to 4%. 2021 was also characterised by a strong increase
in European demand for this soda across different customer segments.
In the coming years, the highest dynamics can be expected within the
scope of hemodialysis due to an increase in incidence of illnesses related
with modern lifestyle in developed countries (primarily kidney diseases
caused by diabetes). Due to growing requirements of environmental pro-
tection, a major increase in usage of sodium bicarbonate for fumes desul-
phurisation is still expected.
From the feed segment's perspective, preliminary forecasts for the EU
feed market indicate that 2022 will continue to be quite challenging due
to issues such as livestock diseases, export restrictions caused by these diseases, and rising prices for cereals, the primary
feed ingredients. In general, however, no major changes are yet expected in view of the global upward trend in the con-
sumption of meat and dairy products.
Evaporated salt
The CIECH Group is the largest Polish producer of evaporated salt, with a share in the domestic production
capacity of approx. 80%
In the second half of the previous decade, global salt output has been on an upward trend at an average annual growth
rate of 1%. However, as a result of the COVID-19 pandemic in 2020, this output has fallen by several percent. The rapid
rebound of the global economy in 2021, including a marked increase in chemical output that determines global salt con-
sumption, has contributed to the salt market returning to growth with a global volume above 330 million tonnes. Further
long-term growth in this market will be driven, as in previous years, by increasing demand for chlor-alkali and soda ash;
particularly in Asia.
The ten biggest producers (countries) are responsible for approx. 60% of global supply. There are only two European coun-
tries among them (Germany producing several million tonnes/year and Russia – about 8 million tonnes/year). Poland (with
the production of 4 million tonnes of salt per year is ranked in the second ten of the global ranking and its share in the
world production definitely exceeds 1%.
0
200
400
600
800
1000
Solvay Ciner Sisecam CIECH Bashkhim Seqens Tata Chemicals
thousand tonnes per
year
An increase in demand for so-
dium bicarbonate is supported by
global megatrends, including con-
cerning environmental protection
and civilization diseases.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
31
FIGURE 16: MAJOR SALT PRODUCERS IN THE WORLD (INCLUDING POLAND)
Source: Own compilation based on USGS and other sources.
European salt production capacities are estimated at about 100 million tonnes per year (including producers using salt only
for the purposes of their own chemical production, such as Solvay and Dow Chemical). The largest producer in Europe
operating in the free market is the K+S Group, with capacities of 9 million tonnes per year and production plants in several
countries of Western Europe. Other companies with large production capacities (above 5 million tonnes per year) include
a Ukrainian company, Artyomsol (around 7 million tonnes per year; capacities used recently to a small extent) and a chem-
ical company Nobian (around 6 million tonnes per year) spun off from Nouryon last year.
Salt is usually present in the European market in two forms: rock salt and evaporated salt. Evaporated salt is one of the key
products of the CIECH Group, which offers it in various distribution channels. Salt produced in our two plants in Poland
(Janikowo) and Germany (Stassfurt) is used, among others, in specialised water treatment installations (mainly in the form
of salt tablets), in the food, meat and chemical industries (e.g. in electrolysis) and many others. Another customer segment
of growing importance for the CIECH Group are animal feed plants and large farms. It is for this branch that feed salt and
salt licks are dedicated, for balancing the animal diet.
Due to advantages of evaporated salt with regards to quality parameters, European chemical industry abandoned using of
rock salt. A similar process occurred in food and households industries. Rock salt is presently used primarily in highway
maintenance for winter de-icing. Evaporated salt, on the other hand, is widely used in every field of industry and in house-
holds. Its purest grade is also used in the pharmaceutical industry.
In Europe, most of salt is used in the soda ash and chlorine-alkali industries (more than half of the demand). In recent years,
much less salt has been used for highway maintenance. Globally, use of salt in highway maintenance is significant only in
North America (about 1/3). In other regions of the world, chemical sector (chlorine-alkali industry and soda ash industry) is
the main buyers of salt. In Asia (outside China), Latin America, Africa and the Middle East, significant volumes of salt are
used for direct consumption and food production.
0
20
40
60
80
China
United States
India
Germany
Australia
Canada
Chile
Mexico
Russia
Brazil
Turkey
The
Netherlands
France
United
Kingdom
Spain
Poland
million tonnes/year
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
32
FIGURE 17: SALT CONSUMPTION STRUCTURE IN EUROPE
Polish salt market structure differs from the one in Europe. Much more important is the salt used for the production of
soda ash, in highway maintenance and for direct consumption, while the salt used in the chlorine-alkali industry is of lesser
significance.
FIGURE 18: SALT PRODUCTION IN POLAND WITH DIVISION INTO KINDS IN THE YEARS 2009-2021
Source: Own compilation based on the Central Statistical Office; * estimates based on preliminary data for 12 months of 2021.
Poland belongs to leading salt producers in Europe. Total production of evaporated and rock salt (including table salt) and
brine in the past decade oscillated between 3.9 and 4.8 million tonnes.
Polish salt market, like Europe, is mature. In the long run, the volume of evaporated salt consumption shows a slight average
annual growth rate of 1%-1.5%. This growth is mainly driven by highly processed salt products, e.g. for water treatment
systems and health care. On the other hand, the market of rock salt used mainly for winter road maintenance is variable.
The demand for rock salt in case of atmospheric anomalies can change by several dozen percent. The CIECH Group is gen-
erally not present on the road salt market, therefore weather anomalies do not affect our sales volume. However, we play
an important role in the following segments: table salt (food industry and direct consumption), water treatment systems
and chemical industry (electrolysis salt).
The CIECH Group with its production capacity of 550 thousand tonnes per year is the biggest producer of evaporated salt
(in its Janikowo plant) on the Polish market, with a share in domestic capacity of more than 80%. As a result of the project
implemented in Stassfurt, Germany, in 2021 the CIECH Group has increased its production capacity to 1 million tonnes/year
and is among the leading European producers of evaporated salt.
Chlor-alkali and soda
ash
Road construction
Other
Food and feed
Water treatment
Source: Eusalt.com
15%
5%
15%
12%
4,41
4,58
4,73
4,34
4,82
4,19
4,20
4,38
4,70
4,52
4,39
3,90
4,48
1,00
1,24
1,25
0,79
1,32
0,78
0,65
0,71
0,99
0,86
0,92
0,51
1,01
0,67
0,71
0,71
0,66
0,69
0,65
0,67
0,65
0,62
0,62
0,59
0,56
0,55
2,00
2,50
3,00
3,50
4,00
4,50
5,00
0,00
0,20
0,40
0,60
0,80
1,00
1,20
1,40
1,60
1,80
2,00
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021*
million tonnes
million tonnes
salt together with table salt and brine (right scale) rock salt (left scale) evaporated salt (left scale)
53%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
33
In the coming year, the directions and further development of the global salt market will be determined by general eco-
nomic development (because of important role of chemical industry in salt consumption) as well as seasonal factors (due
to important role of salt in road maintenance in the developed countries). Development of plants in Asia (with regard to
synthetic chlorine-alkali and soda ash) will be especially important for the chemical sector. The projected average annual
growth rate of salt consumption worldwide is estimated at around 2%. In Europe, the rate may be two times lower, but in
the case of evaporated salt, i.e. in the area where the CIECH Group operates, we expect the average annual market growth
at about 1.5%. This is due to the well-proven quality advantage of evaporated salt over other types of salt (rock and sea
salt).
Due to global economic, social or demographic trends, specialist products be-
come more and more important in the salt industry. There is a growing aware-
ness of the need to improve water quality – an increase in demand for salt
tablets from many industries and from households is visible. In turn, increas-
ing volumes of evaporated salt of pharmacological purity grade are used in
pharmaceutical industry. Due to the development civilization diseases related
to lifestyle in developed countries, expenditures on health care are growing.
The quality of pharmaceuticals also improves, which determines the increase
in consumption of salt used in this industry.
The prospects for evaporated salt market development in Europe, including Poland, are stable. The possible quantitative
increases will depend on sales dynamics in the sector of highly processed products, e.g. for water treatment systems.
2.2.2 AGRO SEGMENT
Crop protection chemicals (CPC)
The CIECH Group is the largest domestic producer of crop protection products and one of the leaders in the
domestic market of herbicides.
About 45% of sales of global crop protection chemicals is attributable to herbicides. Fungicides and insecticides account for
about 27% and 25% of the global market value respectively.
FIGURE 19: STRUCTURE OF GLOBAL CONSUMPTION OF CROP PROTECTION CHEMICALS BY TYPE AND BY VALUE
Source: Own compilation based on Phillips McDougall.
In 2021, as in previous years, the global market for crop protection agrochemicals was dominated by several major global
producers: Syngenta Group (which includes the large Adama), Bayer (following the acquisition of Monsanto), Corteva (the
result of the merger of the agrochemical businesses of Dow Chemicals and DuPont), BASF and FMC. These companies are
main contributors to the world markets because they significantly influence directions of the industry development, includ-
ing: development of new technologies and introduction of innovative products to the market. The total share of the afore-
mentioned producers in the total global sales of agrochemicals is estimated at about 70%.
Herbicides
Fungicides
Insecticides
Other
45%
27%
25%
3%
There is a worldwide increase
in demand for specialist prod-
ucts of the salt industry – salt
tablets for water treatment
and salt used in the pharma-
ceutical industry.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
34
It is estimated that in 2021, the value of sales in the global market of crop protection chemicals reached approx. USD 65
billion and increased by approx. 5%. The strong performance of the agrochemicals industry in the second difficult year of
the COVID-19 pandemic can be attributed to continued strong growth in demand for food with relatively less severe re-
strictions (related to the epidemic) on agriculture relative to other sectors of the economy. The relatively high revenue
dynamics of agrochemical companies was also driven by a significant increase in the prices of raw materials and semi-
finished products for the manufacture of crop protection chemicals, whose primary global supplier is China.
FIGURE 20: STRUCTURE OF SALES OF CROP PROTECTION CHEMICALS BY REGION (% OF VALUE)
Source: Own compilation based on Phillips McDougall.
It is estimated that Asia Pacific and Latin America are the largest regional markets of crop protection chemicals with shares
in global sales amounting to approx. 33% and 23% respectively. Slightly smaller markets are Europe and North America
(about 20% each). The rest of the world accounts for several percent of global consumption. Preliminary estimates for the
European market in 2021 indicate that its value has reached nearly EUR 12 billion and has grown by several percent for the
second year in a row. In the long term, sales in Europe have shown a fairly high growth rate (+4% on average per year since
the beginning of the second decade of this century), despite the fact that the European market is a very mature one. The
continuation of clear positive growth dynamics on our continent should be attributed to the growing needs of agriculture
in the regions of Central and Eastern Europe.
The recovery in European agriculture in 2021 was driven by the lifting of travel restrictions and strong demand for EU
agricultural products (including feed grains) from the US and China. As a result, significant price increases were also rec-
orded for major agricultural products such as wheat, maize and barley.
In general, prospects for further development of the European market of crop protection chemicals can be assessed as
positive, especially in the area of generic products manufactured by the CIECH Group.
North
America
Latin America
Asia
Europe
Other
33%
19%
4%
21%
23%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
35
FIGURE 21: SALES OF CROP PROTECTION CHEMICALS IN EUROPE IN 2010-2021 (preliminary estimates for 2021)
Source: Own compilation based on Phillips McDougall.
For a number of years, the biggest European markets for CPC are France, Ger-
many, Italy, Russia, Spain, United Kingdom and Poland. However, the im-
portance of countries such as Romania and Ukraine is also increasing.
Over the past decade, annual demand for crop protection products in Poland
has shown a clear upward trend from over 70 thousand tonnes to nearly 130
thousand tonnes in 2020. Estimates for 2021 indicate a slight reduction in this
consumption (after a very strong increase in the previous year), which can be
attributed to a fall in cereal harvests, rationalisation of the dosage of the rele-
vant preparations (in line with trends in mature markets) and progressive in-
flation. Despite the overall upwards trend in local CPC production, the Polish market continues to be dominated by foreign
suppliers with a very wide range of products. The reason of this is lack of sufficient offer of Polish producers, who have much
less of financial resources to conduct research on new products, their registration and marketing.
The share of herbicides in the structure of CPC consumption in Poland is similar to the global one. Significantly more herbi-
cides are used in Poland because of high percentage of grains in general cultivated area. Insecticide consumption is lower
than the world average (in general, in the moderate climate zone, the pressure of diseases is much higher than that of pests
– the so-called Central Zone).
FIGURE 22: VOLUME OF PRODUCTION AND CONSUMPTION OF CROP PROTECTION CHEMICALS IN POLAND IN THE YEARS
2009-2021
Source: Own compilation based on the Central Statistical Office and Eurostat (* estimates based on data from the Central Statistical Office after 12 months of
2021 and Eurostat after 10 months of 2021)
28
29
29
29
33
40
44
46
64
66
81
97
100
63
75
74
72
73
89
97
92
97
93
111
128
126
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021*
in thousand tonnes
production demand
7,8
8,8
10,0
10,5
10,9
11,3
10,9
11,0
10,8 10,8
11,2
11,8
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
EUR billion
The long-term growth pro-
spects for the CPC market re-
main attractive, especially in
terms of generic products
manufactured by the CIECH
Group.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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Global concerns and several local producers are main participants in the Polish market. CIECH Sarzyna S.A. is the largest
domestic producer. The activity of this company in the field of crop protection chemicals is focused on the Polish market,
where the CIECH Group last year increased its share to the level of approximately 7.8% (by value). In the cereal herbicides
segment, the main product group, this share is higher - in the order of 1/4. In 2021. The CIECH Group continued its foreign
expansion in the area of agrochemicals. Thanks to the acquisition in 2018. of the Spanish supplier of plant protection products,
Proplan, the Group is presently present in nearly 50 countries around the world. This is also due to the consistent implemen-
tation of the development strategy (in the area of plant protection), which consists in intensification of research and devel-
opment activities, expansion of the product range and strengthening of the sales and marketing areas. The most important
outcome of the R&D work last year was the launch of a new herbicide, HALVETIC, based on glyphosate and a unique patented
formulation (the so-called Better Glyphosate Technology). This product makes it possible to halve the dosage of the active
substance while maintaining high effectiveness, and is therefore perfectly suited to the European Green Deal whose postu-
lates include limiting the use of crop protection products per hectare. It should be noted here that globally, glyphosate is
currently the most important active substance used in agriculture with sales of around USD 6 billion. This creates great op-
portunities for CIECH Group products in Poland, Europe and other continents. HALVETIC is registered in all major markets
worldwide.
Over the next few years, the value of the domestic market for crop
protection products should continue to grow at a fast pace. In Poland,
the unit consumption of active substances of CPC in kg per 1 ha of ar-
able land and permanent crops as well as field treatments is still much
lower than in many Western European countries. Moreover, the rela-
tively good economic situation of Polish farmers can be expected to
continue, owing to the direct subsidies received from the EU. Addition-
ally, controversies concerning genetically modified plants (GMO)
should effectively influence the higher demand level for traditional
crop protection chemicals.
For the following years in the current decade, global demand for crop
protection products is expected to continue to grow at an average annual rate of 2.5%-3% (in terms of value). Growth will be
driven mainly by overseas markets such as Latin America, some countries in Africa and the Far East, i.e. those where the
CIECH Group is already present. In Western Europe, the market will be rather stable, while in the central and eastern regions
of our continent, significant growth is still expected.
Market forecasts are based on the assumption of decreasing arable land area on the global scale, increasing population,
increasing consumer purchasing power (especially in developing countries) and the resulting necessity of constant increase
in the quantity and quality of yields. On the other hand, various national and international regulatory bodies, whose task is
to monitor the consumption of crop protection chemicals in order to lower their negative influence on the natural environ-
ment will affect the growth in consumption of crop protection chemicals.
2.2.3 FOAMS SEGMENT
Flexible polyurethane foams (PUR)
Flexible polyurethane foams are used mainly in production of furniture and sleeping mattresses, which amount to more than
¾ of consumption of this material. Another 15%–20% is used in automotive industry for production of seats and interiors. As
a result, demand for foams is sensitive to economic cycles.
The CIECH Group has about 13% share in the polyurethane foam market in Poland and is responsible for approx.
23% of the domestic production (except for production for own needs).
The CIECH Group's development
strategy in the field of crop protec-
tion products includes intensive re-
search and development activities,
the expansion of its product portfolio
and progressive foreign expansion
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
37
FIGURE 23. APPLICATION SEGMENTS OF FLEXIBLE POLYURETHANE FOAMS IN EUROPE
Source: Own compilation based on the IAL Consultants and Europur data.
Because of physical properties (low specific gravity) PUR foams are sold only on local markets. Therefore production base
develops close to potential buyers. The CIECH Group is active mainly on the Polish market. However, export sales are being
developed as well. Furniture manufacturers and foam processing plants are clients of the Group.
Globally, production of flexible polyurethane foams used in furniture production is very fragmented (over a thousand pro-
ducers of total production capacity of 8 million tonnes per year). With approx. 150 manufacturers, Europe accounts for about
30% of this capacity, while the production capacities of Polish producers are estimated at 210-220 thousand tonnes per year.
Major competitors of the CIECH Group on the Polish market are: Eurofoam (operating under the Neveon brand),
MZCh Organika, Vita Polymers and CIS. IKEA also hold large production capacities, however, they are designated mainly for
internal purposes.
In the past year, the second year of the COVID-19 pandemic, the flexible PUR foam market has seen a marked improvement
in demand both in Poland and across Europe. In general, lighter restrictions on business (relative to 2020) allowed for a
significant increase in furniture production and sales; including upholstered furniture using flexible foams. On the other hand,
disruptions in the supply chain of raw materials for the foam industry and a large increase in their costs due to high oil prices
had a negative impact. It is estimated that over the past year as a whole, total demand for flexible PUR foam in Europe may
have returned to almost 2 million tonnes. However, due to continuing problems in the automotive industry, foam consump-
tion is unlikely to have reached pre-pandemic levels yet. In Poland, due to the good position of the Polish furniture industry
on foreign markets and very good results in furniture exports (forecasted double-digit growth), the flexible polyurethane
foam industry should consider last year a successful one.
The CIECH Group, through Ciech Pianki Sp. z o.o., has about 13% share in
the Polish market of flexible polyurethane foams, and approx. 23% in do-
mestic production (excluding own production).
The rapid recovery of European demand for flexible PUR foam to pre-
2020 levels is being slowed by the crisis in the automotive industry. How-
ever, in the furniture industry segment, within which the CIECH Group
operates, the market has been growing significantly faster. This is partic-
ularly the case in our country, which has a thriving competitive furniture
industry focused on further expansion of exports. The industry's perfor-
mance to date has already secured it a presence in the list of the top global exporters.
2.2.4 SILICATES SEGMENT
Sodium silicates (glassy sodium silicate and sodium water glass)
Sodium silicates are manufactured in solid form (glassy sodium silicate) and in liquid form (sodium water glass usually ob-
tained by dissolving glassy sodium silicate in water or using a direct method). The CIECH Group, through CIECH Vitrosilicon
S.A. and CIECH Soda Romania S.A., manufactures and sells glassy sodium silicate as well as their solutions.
Sodium silicates are used for production of precipitated silica (about 40% of consumption in Europe, used mainly in the tyre
and beauty product industries), detergents and zeolites for detergents (20%-25%), paper, coatings based on titanium white
and ceramic materials, and other silicate derivatives for various industries.
Furniture and
mattresses
Automotive
Other
15-20%
3-5%
75-80%
The domestic market of flexible
polyurethane foams benefits from
a very good position of the Polish
furniture industry on foreign mar-
kets – the leading exporter of
furniture worldwide.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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In developing countries, applications related to production of detergents dominates, and the total consumption of these silica
depends to a large extent on the number of citizens.
FIGURE 24: APPLICATION SEGMENTS OF SODIUM SILICATES IN EUROPE
Source: Own compilation based on the IHS Markit data.
Sodium silicates are one of the most popular non-organic chemicals, and are manufactured all over the world.
However, due to their relatively low price and high importance of the liquid form in trade (silicates dissolved in water), inter-
national turnovers are performed usually on a local level, i.e. only on the European continent. The largest production capac-
ities are located in Asia (about 60%) and the most developed regions of the world (Europe, North America) are responsible
for approx. 1/3 of global production capacities in total.
FIGURE 25: GEOGRAPHIC STRUCTURE OF PRODUCTION CAPACITIES OF SODIUM SILICATES
Source: Own compilation based on the IHS Markit data.
The nominal sodium silicate production capacity in Europe (together with Russia and Ukraine) can be estimated at over 2
million tonnes/year (in terms of sodium glass). However, majority of these capacities is used by producers, who in general do
not offer silicates on the free market. European production capacities are located in Western and Central Europe. PQ and
BASF concerns as well as the CIECH Group, are European leaders in silicates production. Our Group’s share in total production
capacities in Europe is estimated at over a dozen per cent for glassy sodium silicate (third largest producer).
In 2021, demand for Europe's largest sodium silicate segment, precipitated silica used in tyre production, increased signifi-
cantly due to a significant economic recovery after the first year of the COVID-19 pandemic and some improvement in the
automotive industry. Consequently, we estimate that last year the total demand for sodium silicates in the free European
market (excluding own consumption) increased significantly to above 400 thousand tonnes.
Overall, our long-term assessment is that demand for sodium silicates in Europe should evolve at an average annual growth
rate of 3%, but the precipitated silica segment will continue to show above-average growth. The CIECH Group has significantly
strengthened its position in the sodium silicate market thanks to numerous investments in capacity expansion (most recently
Precipitated silica;
approx. 40%
Detergents and zeolites for
detergents; 20-25%
Paper production;
approx. 12%
Other silicate derivatives;
approx. 15%
Other; approx. 10%
Asia60%
Europe18%
North America13%
Other9%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
39
by 30% in 2021 to a level of approximately 240 thousand tonnes/year). It is currently the largest supplier of this semi-finished
product in Europe. We estimate our share of sales of these silicates in the European free market to be approximately 35%-
40%.
Potassium silicates
Potassium silicates (in the form of glassy silicates or potassium water glass) are used as a raw material in the production of
plaster and facade paints for construction, welding (production of electrodes), production of detergents, molecular sieves,
fertilisers and crop protection chemicals. The European market for potassium silicate is a mature market with a small growth
rate of around 1% per year. The growth of this area is positively affected by segments which are growing at above-average
rates: the market for speciality detergents in liquid form and the market of molecular sieves (used for gas cleaning in various
chemical processes). There are several glassy potassium silicates producers in the European market, with Van Baerle and PQ
holding the dominant market share. We estimate that the production capacity in Europe is around 60 thousand tonnes per
annum, including CIECH Group's capacity in CIECH Vitrosilicon of up to 3 thousand tonnes per year.
FIGURE 26: APPLICATION SEGMENTS OF POTASSIUM SILICATES IN EUROPE
Source: Own compilation based on the IHS Markit data.
2.2.5 PACKAGING SEGMENT
Glass products (decorative lanterns, jars)
Glass products manufactured by CIECH Vitro are intended for niche markets: decorative lanterns are used to manufacture
vigil lights; COMFORT-type jars with clamp lids and – in small volumes – twist-off jars are to be used for food products.
Decorative lanterns
Vigil lights are the products used mainly in Poland and in some Central European countries. Consequently, activity of the
CIECH Group in this respect is focused on the domestic market (export accounts for approx. 5%). The demand for vigil lights
is related to the tradition of visiting cemeteries, and sales are performed mainly around 1 November every year. Supplies of
lanterns used in the production of vigil lights are delivered earlier, mainly in the second and third quarter of a year. In Poland,
there are only few producers of decorative lanterns (glass-works). At the same time, complete vigil lights are manufactured
by about 300 companies that usually buy lanterns directly from producers. Major producers of decorative lanterns are: CIECH
Vitro Sp. z o.o. in Iłowa and HS Sława S.P. in Kielce. The domestic market of decorative lanterns is estimated at about 180
million pieces per year. The CIECH Group has been the clear leader in this market for many years. The main advantages of the
leader are its production potential as well as a rich and diverse product range. The market for glass lanterns is very mature
and no increase in demand is expected.
Jars
CIECH Vitro specialises in the manufacture of COMFORT-type jars with glass lids and fastening clasps, used on niche markets
(for storage of bulk products and products that do not require pasteurisation). The CIECH Group is the only producer of such
jars, and sales are targeted at the domestic market and to foreign markets (approx. 15%). Competitive products on the Polish
market are imported from Germany, China and Italy. The domestic market of Comfort-type jars is estimated by the CIECH
Group at about 3.2 million pieces per year. The Group with a share of more than 20% is the third supplier on this market.
Molecular sieves12%
Detergents 16%
Welding17%
Construction42%
Other13%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
40
3. CIECH GROUP’S STRATEGY AND DEVELOPMENT CONDITIONS
3.1 CIECH GROUP STRATEGY FOR 2019-2021
The Management Board of CIECH S.A. carries out an on-going analysis of the market environment and identifies innovative
solutions aimed at the building of the CIECH Group’s value. Therefore, in late 2018 the Management Board presented the
CIECH Group strategy for 2019-2021, approved by a resolution of the Supervisory Board on 5 December 2018.
According to the adopted document, the strategic objective for 2019-2021 was to maximise the CIECH Group's value,
primarily by increasing competitive advantages in the key Soda Segment, continuous improvement of customer service,
further investing in the development of specialist businesses in other Segments, intensive use of innovations and the effects
of R&D efforts to increase production efficiency and expand the product portfolio and value creation through changes in the
asset portfolio.
Despite high uncertainty and volatility on the markets from the first quarter of 2020 (due to the pandemic situation), the
Management Board of CIECH S.A. decided not to update the entire strategy for the period 2019-2021, because the duration
and scale of the impact of the occurring demand and supply shocks were difficult to predict. The Management Board
monitored and adjusted the CIECH Group's operations to changing market conditions on an ongoing basis. In addition, in
2021 the Management Board of Ciech S.A. initiated efforts to prepare the CIECH Group strategy for 2022-2024, also reflecting
the market changes that occurred during the pandemic. The CIECH Group’s visions and ambition is to create real value for all
stakeholders.
FIGURE 27: VISION AND AMBITIONS OF THE CIECH GROUP FOR 2019-2021
CIECH GROUP’S STRATEGY
AND DEVELOPMENT CONDITIONS
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41
3.2 SELECTED STRATEGIC ACTIVITIES FOR THE 2019-2021 STRATEGY PERIOD
The CIECH Group has been consistently implementing its strategic activities aimed at achieving financial objectives and
maximising the Group's value.
In terms of the main segments of activities, it is necessary to mention the following activities carried out in the 2019-2021
strategy period.
TABLE 2: SELECTED ACTIVITIES IN PARTICULAR BUSINESS SEGMENTS OF THE CIECH GROUP IN THE 2019-2021 STRATEGY
PERIOD
Soda
segment
Soda
• An effective response to the economic downturn triggered by the outbreak of the COVID -19
pandemic, which ensured that the soda business was less affected by the crisis (downturn)
than its competitors.
• Intensification of activities in the SPOT market, as an effective way of placing volumes that are
at risk due to the economic crisis on the market.
• Detailed and regular monitoring of customers in industries sensitive to market downturns.
• Price renegotiations with key customers carried out in the third and fourth quarters of 2021 to
maintain the Group's profitability in the face of significantly rising prices for the main raw
materials used in soda production.
• Development of logistics and post sales services.
• Inter-segment diversification through continued development of highly processed products
offering – implementation of an investment in pharmaceutical-grade soda.
• R&D projects (e.g. CO
2
concentration, Carbonation Plus).
• Projects related to production digitalization and automation (e.g. APC).
• Maintenance improvements (e.g. "Mobilny obchodowy").
• These efforts remain somewhat overshadowed by the situation of the Romanian plant
(affected by the mining disaster at CET's lignite mine), which is still in hibernation mode.
Soda
segment
Salt
• Commissioning of the salt works in Stassfurt (the largest project in the Group's history).
• Improvement of the S&OP process – demand and supply planning,
• Expansion of the product range – licks, pharmaceutical salt and salt granules,
• Increasing production capacity in the salt tablet line in Janikowo by investing in machinery.
Optimisation of the product portfolio.
• Upgrade of boilers at the CHP plant node.
• Implementation of the Food Safety System in compliance with the ISO 22000:2005 standard
and its successful operation.
Agro Segment
• Further work on the Agro Product Portfolio Development Strategy based on innovative R&D
projects.
• Obtaining HALVETIC® registration with BGT technology in Poland, Greece, Portugal, national
registrations in Australia and USA. Intensive work on obtaining registrations in the main
European markets (Spain, Romania, Germany, France, Italy, Czech Republic), obtaining state
registrations in the USA and Australia; registration work in South America (Brazil, Argentina).
• Expansion of the existing product portfolio in key crops for Poland; cereals, rapeseed, maize,
in which market shares were significantly increased.
• Development of sales forces in Poland and Spain, equipping with innovative tools supporting
cooperation with the distribution channel such as EDI (electronic data exchange); state-of-
the-art analytical tools based on Microsoft Power BI.
• Intense advertising campaigns in the Distribution Channel, targeted at the end customers
(farmers) – supported by innovative loyalty programs.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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• Close cooperation with suppliers of key substances and components in the most important
markets (China and India).
Foams Segment
• Optimisation of the range of foams produced based on existing technologies.
• Adapting foam formulations to customer requirements – certification for low emission foams
according to IKEA requirements, Oeko-Tex certification; certifications; fire resistance of
foams according to BS standards for the UK market. Successful production trials of foams
using biopolyol to replace petrochemical components in the raw material mix.
• The introduction of protective masks, including those with the highest filtration level of FFP3,
shortly after the outbreak of the pandemic.
Silicates Segment
• Construction of a new furnace for silicate production in Żary.
• Maintain a leading position in the European sodium silicate market.
• Expanding the range of liquid silicates with new products dedicated to specialist applications:
VITROBRUK, VITROCER, VITROTECH and VITROAGRO.
Packaging Segment
• Maintaining the leading position in the Polish market for vigil light lanterns.
In addition, during the 2019-2021 strategy period, a number of initiatives were implemented to streamline the operation of
the entire CIECH Group. With respect to the various areas of the Group's operations, the following measures should be
mentioned.
TABLE 3: SELECTED ACTIVITIES AT THE CIECH GROUP LEVEL DURING THE 2019-2021 STRATEGY PERIOD
Human capital
Focusing on safety, increasing motivation among employees and further enhancing human capital
potential, including:
• Implementation of a new OHS strategy
• Implementation of a performance management system, including an ABCD model for
manufacturing staff
• New employee benefits
• New internal communication model
Operating model
Introduction of a BU-centric operating model, including:
• DoA (Delegation of Authority) matrix, Constitution of the Ciech Group
• Establishment of the Shared Services Centre in Bydgoszcz
Reorganisation projects, including:
• Demerger of Ciech Sarzyna, spin-off of BU Resins into Ciech Żywice and subsequent sale of
Ciech Żywice to a third party
• Demerger of Ciech Vitrosilicon, spin-off of BU Packaging into Ciech Vitro
Investment
projects
• New CAPEX procedure, establishment of steering and technical committees
• Standardization of CAPEX planning and control across the Group using state-of-the-art digital
tools
Purchases
• New purchasing procedures with emphasis on category management (overview of more than
60 purchasing categories)
• Execution of more than 25 additional framework agreements
Finance
• Proactive cash flow management
• Positive developments in working capital management, including through reverse factoring
• Refinancing of over PLN 2 billion
IT
• Improvement of IT systems supporting both production and back office, including
improvements to the SAP system with measurable cost savings
• Digitalisation of back-office processes (e.g. Delegation of Authority)
• Introduction of PowerBI, Salesforce systems and connectors at BU Agro
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
43
Other
• Development and publication of the ESG Strategy
• Effective response to COVID-19 threats, with particular emphasis on staff safety, community
support and business stability
3.3 DEVELOPMENT PROSPECTS
The prospects for CIECH S.A.’s and the CIECH Group’s development result both from its market position as well as the present
and the forecast conditions of environment of the Group in Poland and worldwide. Key development prospects of the CIECH
Group and CIECH S.A. in individual segments of its operations are discussed below. More information about market factors
affecting the CIECH S.A.’s and CIECH Group’s operations is provided in Chapter II of this report: External environment.
The most important economic factors in the environment of CIECH S.A. and the CIECH Group include:
• situation on consumer markets of the CIECH Group – including the construction industry, automotive industry, glass
packaging industry, agriculture and food processing industry, plastics industry, chemicals and chemical products industry,
furniture industry,
• conditions on commodity and financial markets (e.g. exchange rates),
• the economic situation in Europe and worldwide, in particular the level of economic activity in Europe (rate of growth of
industrial output in the European Union, internal demand) and Asia (China, India),
• legal and regulatory environment.
TABLE 2: DEVELOPMENT PROSPECTS OF THE CIECH GROUP AND CIECH S.A. IN INDIVIDUAL BUSINESS SEGMENTS
Soda Segment
Soda ash
Key trends in the market environment
Strategic activities of the CIECH Group
• Return to growth in global soda ash demand amid
prolonged COVID-19 pandemic:
• Economic recovery as the pandemic
weakens resulting in an increase in flat
glass production for the construction
industry.
• Problems in the automotive industry
(including constraints due to supply
chain disruptions) accounting for some
of the demand for flat glass.
• An increase in the utilisation of soda ash production
capacity worldwide, in the face of delays in the imple-
mentation of many expansion projects (e.g. as a result
of the COVID-19 pandemic).
• An improvement in prices for soda ash as a result of a
more balanced supply and demand situation.
• Increased imports of Turkish soda into Europe along
with increased demand and planned further expansion
of soda capacity in Turkey.
• Growing demands for the energy efficiency of
buildings that can be satisfied through, among others,
improved insulation in newly-built houses (using 3-
pane windows, increased consumption of glass wool).
• Growing interest in glass packaging (as more
environmentally friendly compared to plastic
substitutes).
• Maintaining the presence in key European markets
(Central and Eastern Europe) despite strong
competition, including from Turkish soda.
• Intensification of activities in the SPOT market – as an
effective way of placing volumes that are at risk due to
the economic crisis on the market.
• Significant reduction in sales in less profitable markets
(UK, Ukraine, Estonia).
• Intensification of sales from Poland to prospective
markets (Bangladesh, South Africa, Egypt, South
American markets).
• Detailed and regular monitoring of customers in
industries sensitive to market downturns.
• Further increase in the share of carriage management
as an integral sales service function.
• Building strong, long-term relationships with key
customers.
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44
• Recycling of packaging glass (the threat of decreasing
demand for soda in the production of glass packaging).
• Decreasing demand for washing powder in favour of
liquid detergents (resulting in a decrease in the
consumption of soda in the detergent industry); offset
by the consumption of sodium carbonate for the
manufacture of dishwasher tablets.
Sodium bicarbonate
Key trends in the market environment
Strategic activities of the CIECH Group
• Strong price competition in the feed segment with
cheaper products imported from Turkey, Bosnia and
Russia.
• Expansion of sodium bicarbonate capacity in the
European region (commissioning of a new 200
thousand tonnes/year facility by Solvay at the Devnya
plant in Bulgaria at the end of 2021; plan to expand
capacity by 100 thousand tonnes/year in Turkey by
CINER).
• Global megatrends supporting the increasing demand
for sodium bicarbonate:
✓ Increased availability of treatment through
hemodialysis and the resulting increase in demand
for soda used for this purpose.
✓ Improving health care in developing countries –
increased consumption of soda used in the
pharmaceutical industry.
✓ Growing regulatory requirements in the area of
environmental protection – a major increase in
usage of consumption for fumes desulphurisation
is expected.
✓ Global population growth (mainly Asia and Africa)
accelerating the rate of food consumption –
increased consumption of soda used in the food
industry.
• Intensification of sales of sodium bicarbonate for food,
feed, technical and pharmaceutical purposes.
• Expansion of the product mix towards more processed
products, specialised products and products that fit in
with the trends related to environmental protection and
demographic changes.
• Implementation of sales strategy focused on the supply
of higher grades of sodium bicarbonate to customers in
the pharmaceutical sector.
• Obtaining GMP API Certification for a new plant in
Germany.
• Further increase in the share of carriage management as
an integral sales service function.
Evaporated salt
Key trends in the market environment
Strategic activities of the CIECH Group
• The colder winter in 2021 than in previous years
contributed to an increase in sales of road salt and salt
for snow removal
• Visible slump in demand for salt products in the HoReCa
sector due to the temporary shutdown of hotels and
other hospitality venues, restaurants, swimming pools
– salt tablets, table salt, granules. An effect mainly
evident in western export markets where the so-called
• Completion of construction of the production facility and
start-up of evaporated salt production in Germany in the
second quarter of 2021. Target production capacity of
around 450 thousand tonnes of salt per year. The plant
is currently being expanded both in terms of production,
operations and customer base.
• Expanding the product range towards speciality
products (pharmacological salt) within the dry salt
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45
Evaporated salt
Key trends in the market environment
Strategic activities of the CIECH Group
"hard lockdown" was imposed in the first and second
quarters
• Growing awareness of the need to improve water
quality – a noticeable increase in demand for salt
tablets from hospitals and similar institutions and
households.
• Potential opportunities for growth in the consumption
of pharmaceutical-grade salt resulting from the spread
of civilisation diseases and increased health care
expenditure.
portfolio and strengthening the market position in
existing markets.
Agro Segment
Crop protection products
Key trends in the market environment
Strategic activities of the CIECH Group
• Turmoil in global markets due to the COVID-19
pandemic, perturbations and disruptions in production,
lengthening of supply chains.
• Positive projections for growth in global demand for
crop protection products (average annual growth of
2.5%-3% in value terms); particularly in markets such as
Latin America and some countries in Africa and the Far
East.
• Implementation of new policies in key
countries/regions (e.g. "Blue Sky" in China, "Green
Deal" in the European Union) and their impact on
production costs of key substances.
• Uncertain political situation and significant changes in
the price of fossil fuels which have a huge impact on
strongly interlinked agricultural inputs (fertilisers, CPP).
• Cyclical but unpredictable diverse weather extremes
affecting the market for crop protection products.
• Changes in the regulations concerning registration,
production and sale of crop protection chemicals,
growing pressure from NGOs on legislative processes.
• Consolidation and professionalisation of farms in
Poland and in Central and Eastern Europe.
• Consolidation of companies in the crop protection
chemicals industry on a global level - implications for
local businesses and turmoil associated with
divestment of selected products.
• Systematic expansion of the portfolio addressing key
segments (crops) and the main European markets
(Poland, Spain, Romania, Germany) with the greatest
potential, and leveraging the MCPA-based product
portfolio in Europe and other continents (Australia,
South East Asia).
• Intensive R&D work on new product designs responding
to the challenges of implementing the European Green
Deal and the Field to Table Strategy.
• Further development of the HALVETIC® product with
BGT technology, which is a breakthrough solution for the
largest molecule used in agriculture. The product is
protected by patents in major European and global
markets.
• Implementation of state-of-the-art tools to support the
sales team: Konektor (EDI – electronic data exchange),
Microsoft Power BI, which enable better customer
service in the distribution channel, and advanced tools
using the digitalisation of processes – a chatbot (CIESZEK
virtual customer advisor) and a real-time service that
allows farmers in Poland to find our products in the
nearest location.
• Measures aimed at direct access to manufacturers of key
substances and components for our products and MCPA
synthesis.
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Foams Segment
Polyurethane foams
Key trends in the market environment
Strategic activities of the CIECH Group
• Continuing limited supply of strategic raw materials
translating into a significant increase in prices and thus
a significant increase in production costs.
• Broken supply chains in the furniture industry that
determine demand for foam.
• Direct dependence of demand for flexible polyurethane
foams on the situation in target industries, i.e. furniture
and automotive industries.
• Growth and strong position of the Polish furniture
industry (the main customer for CIECH Group foams) in
foreign markets.
• Ensuring feedstock supply security while maintaining
cost discipline (maintaining or reducing prices of raw
materials used) – greater fragmentation of suppliers.
• R&D activities to implement foams with organic
components
• Enhancing cooperation with existing customers and
searching for new prospective customers.
• Optimisation of the product portfolio.
• Purchase of high-tech forklift trucks, powered by
lithium-ion batteries, as part of the implementation of
the ESG strategy.
Silicates Segment
Key trends in the market environment
Strategic activities of the CIECH Group
• Moderate long-term increase in global demand for
sodium silicates, mainly due to an increase in
production of precipitated silica.
• Growing global demand for the so-called green tires
produced using precipitated silica manufactured from
sodium silicates.
• Reduced consumption of sodium silicates in the
detergent area due to increasing demand for products
in liquid form.
• Capacity expansion for glassy sodium silicate from the
fourth quarter of 2021.
• Focusing on the use of new applications of silicates
and development of high-margin products.
Packaging Segment
Key trends in the market environment
Strategic activities of the CIECH Group
• Continuous trend of rich and diverse design of
lanterns for vigil lights accompanied by a
simultaneous increase in the share of sales of vigil
lights by retail chains.
• Persistently low level of sales prices of standard twist-
off jars for the food processing market
• Continuous expansion of the range of lanterns for vigil
lights, intensification of efforts aimed at obtaining
network contracts.
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3.4 RISKS TO OPERATIONS
Risk management at the CIECH Group
The CIECH Group strives to achieve its strategic objectives without taking excessive risks. To this end, the Group has
implemented a risk management system through which:
• it identifies threats to the achievement of its objectives,
• it defines proposed actions to minimise the threats and their impact on the objectives set,
• in the case of risks that have not yet been identified, allows for their proper identification and assessment.
The Risk Management System of the CIECH Group is an organised set of general principles and guidelines, defining how the
risks to which the CIECH Group is exposed should be managed. The objective of the system is to lay a foundation for
introducing risk management methods, procedures, requirements and reports required for keeping the CIECH Chemical
Group's risk at an acceptable level.
The risk management system operating within the CIECH Group is constantly developed and improved. It is an important part
of supporting day-to-day operations. This process is aimed at the ongoing identification and mitigation of risks and the
introduction of mechanisms through which many external risks affecting the future growth in value of the CIECH Group can
be recognised, identified and appropriately managed so that they have a neutral impact on the achievement of strategic
objectives.
The CIECH Group defines risk as an event, action or lack of action that will prevent the Group from achieving its objectives.
Risk is therefore perceived negatively because it implies a threat to the achievement of the objectives set.
The CIECH Group's risk management system is based on the following key principles:
• Each manager and employee of an organisational unit of a CIECH Group entity (including CIECH, the Group’s
segments and Subsidiaries) is responsible for risk management,
• Risk management is a continuous process,
• A risk whose effects threaten human health and life is unacceptable,
• Risks cannot be completely eliminated; they are an inherent part of the business.
The risk management process implemented in the CIECH Group is a comprehensive and corporate solution. It covers Group
entities, processes and projects and applies to all Group employees. This process is an instrument that supports the
Management Board in day-to-day operations, while the Supervisory Board of CIECH S.A. uses it to monitor the effectiveness
of the internal control and internal audit systems.
Risk management objectives in the CIECH Group are implemented through:
• systematic approach to the identification of all risks,
• supporting the allocation of resources by setting priorities for risks,
• selection and implementation of the best risk management strategy,
• risk monitoring, analysis and reporting that take into account all potential effects of existing risks.
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FIGURE 28: STRUCTURE OF RESPONSIBILITIES FOR THE RISK MANAGEMENT PROCESS OF THE CIECH GROUP
Measures taken as part of the CIECH Group's risk management process are
implemented on an ongoing and regular basis. Risk is managed in a two-
dimensional manner - vertically and horizontally, by identifying not only
risks that occur within a given entity, organisational unit or process, but also
those risks whose materialisation affects various areas of the Group's
operations, entities and processes from the point of view of the entire CIECH
Group. Only with such a comprehensive approach to and understanding of
risks, is it possible to manage risks effectively and efficiently and deliver
tangible benefits to the Group.
As regards responsibility for the risk management process, a special role in
the process is assigned to the key participants in the process, which are the
Management Board of CIECH S.A., the Executive Committee, the
management personnel and the Chief Risk Officer. The correctness and
effectiveness of the risk management system implemented is monitored by
the Supervisory Board and the Audit Committee on the basis of, among
other things, information from the Management Board of CIECH S.A. on
current risks and their management methods.
The risk management process at the CIECH Group has been defined and implemented in accordance with the "International
Standard ISO 31000:2018 Risk Management".
FIGURE 29: DIAGRAM OF THE CIECH GROUP'S RISK MANAGEMENT PROCESS
By referring to the ISO 31000 standard, the CIECH Group risk management
process formally regulates the approach to the activities of identifying,
analysing, assessing, managing, monitoring and communicating risks in the
CIECH Group.
It is CIECH Group's aspiration to be perceived by its stakeholders as a trans-
parent organisation with a high awareness and understanding of risks that
may affect the achievement of objectives. Hence the comprehensive ap-
proach to risk management, focused on identifying events that may prevent
objectives from being met.
As an element of the Group's value creation, the risk management process focuses on the following risk categories which are
essential for achieving the Group's objectives:
• Risks associated with the loss of human health and life,
• Operational risks that may affect the continuity of production processes,
• Legal risks,
• Compliance risks,
• Regulatory risks,
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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• Strategic risks related to the impact of the environment on the CIECH Group,
• Reputational risks,
• Financial risks,
• Environmental risks.
The CIECH Group's attention is not limited only to the risk categories indicated above. The Group makes every effort to iden-
tify and review risk areas that are critical to the business on an ongoing basis and to mitigate them effectively through struc-
tured and implemented risk management process.
The year 2021 was another year in which the CIECH Group, due to the prevailing COVID-19 pandemic, faced its effects on a
local and global scale.
Unlike in 2020, in 2021 the CIECH Group already had developed and proven ways to manage risks associated with the pan-
demic situation. Therefore, when presenting the following list of the most significant risks related to the operation of the
CIECH Group in 2021, the Group decided not to separate risks into those whose occurrence was caused by the COVID-19
pandemic and those resulting from operating in the current business environment.
3.4.1 LIST OF THE MOST SIGNIFICANT RISKS
In terms of implementation of the CIECH Group's strategic objectives, the key risks that were identified and whose descrip-
tion has been presented in this part of the report affected the following areas:
• Sales,
• Purchases,
• Production,
• Employees,
• OHS,
• Finance,
• Strategy,
• Environmental protection,
• Legal and regulatory.
The following Risk Map presents the most significant risks associated with the day-to-day operations of the CIECH Group in
2021:
FIGURE 30: OPERATING RISKS OF THE CIECH GROUP
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Detailed description of the identified, most significant risks related to the operations of the CIECH Group:
Risk 1
Risk of increase in prices of raw materials, consumables, utilities, services
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
High
High
Risk description and corrective measures taken:
One of the key factors affecting the viability of production of the CIECH Group companies are the fluctuations of raw
material and fuel costs, inability to retain or replace key suppliers, unexpected supply shortages or supply chain
disruptions. Obtaining and maintaining attractive prices of production and energy raw materials directly affects the profit
generated by the Group and is key to achieving the goals set for the Group.
Over the last few years, we have witnessed a high volatility of raw material prices. The availability and prices of raw
materials are influenced by factors that mostly are beyond the CIECH Group’s control, such as market conditions, global
economic climate, production constraints by the suppliers, fluctuations of oil or other commodity prices, infrastructure
failures, political conditions, weather conditions, legal regulations and other. In 2021, the Group and individual business
segments experienced unpredictable price increases for raw materials, utilities, consumables and services.
This was due to the COVID-19 pandemic and the economic recovery following the unfreezing of the economies. The price
increase is mainly attributable to increased demand for raw materials and the desire of the wider industry to make up for
the losses incurred in 2020 and the first half of 2021.
The impact of increases in the prices of raw materials, consumables, utilities and services on the CIECH Group's business
segments most affected by price increases is presented below:
• Soda Segment – Fluctuations in prices of key energy raw materials consumed by the CIECH Group in its day-to-
day operations, in particular hard coal, are driven by global trends and efforts to replace them with renewable
energy sources.
In 2021, the Group's soda segment experienced a significant increase in hard coal and coke prices and problems
with their availability. As a result of these adverse developments, the soda segment began to use anthracite as
its main energy fuel, thereby reducing the use of expensive and not readily available coke. The Group is aware
of the fact that in the long term traditional energy resources will inevitably be abandoned and replaced by
carbon-free energy sources.
• Agro Segment – Active substances, sourced mainly from Asian suppliers, forming the basis for operations of the
agro segment, may be subject to future restrictions due to their potential adverse environmental impact in the
process of their manufacture. Suppliers of these substances, mainly from Asia, are paying increasing attention
to environmental considerations. For the CIECH Group, this will translate into reduced availability of substances
and a further increase in their prices. These phenomena are not likely to happen in the next 2-3 years, but rather
in the long term. On the other hand, the risk that has materialised and affected the Agro Segment in 2021 is a
significant increase in transport costs – sea freight rates have risen by more than 1000% over the year and in
addition there have been problems with the availability of containers. The timely delivery of raw materials from
Asian suppliers is of key importance to the Agro segment, as it directly translates into the availability of the CPPs
manufactured by the Nowa Sarzyna plant for end customers.
• Silicates and Packaging Segment – The Silicates and Packaging segments were another segments of the CIECH
Group's operations that were adversely affected by the increase in prices of raw materials and utilities. For these
segments, the increase in gas prices by more than 600% over 2021 was an adverse factor and had a significant
impact on the increase in production costs. Gas is the main fuel for the production plants in Ilowa and Żary. For
the Silicates segment, approximately 70% of the gas price increase was mitigated by existing pricing formulas in
customer contracts that imply increases in silicate prices for customers.
• In the case of the Packaging segment, the situation was more severe as the segment did not have effective tools
to hedge against rising gas prices, resulting in minimal margins on glass packaging sales in the second half of the
year. However, thanks to the measures taken in the first half of the year – a secure stock of finished goods in
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Risk 1
Risk of increase in prices of raw materials, consumables, utilities, services
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
High
High
Risk description and corrective measures taken:
the warehouse and production for large customers under current contracts – it was ultimately possible to meet
the targets set for 2021.
• The segment least adversely affected by the rising prices of raw materials, consumables and services was the
Foams segment.
• One reason is that the segment has already experienced significant increases in raw material prices in 2020.
Along with problems related to the availability of these raw materials, the Foams segment rationed the supply
of finished products to customers. Rising raw material prices also necessitated an increase in the prices of foams
produced by the Bydgoszcz plant. The segment was able to meet the financial targets set for it despite the diffi-
culties described above.
At present, it appears that price increases for raw materials, consumables, utilities and services will continue in the coming
months.
The CIECH Group minimises the risk of further increases in the prices of raw materials and services by monitoring the
situation on the market, negotiating conditions for subsequent periods with its current suppliers and signing long-term
contracts, as well as by looking for alternative suppliers. Proactive efforts are made to minimise the adverse effects of
increases in raw material prices, by, among other measures, using alternative specifications of raw materials (using an-
thracite as a substitute for coal) or by searching for new sources of supply.
All measures taken aim at limiting the impact of the increase in prices of strategic raw materials on the performance of
individual segments of the CIECH Group.
Risk 2
Risk of increase in the cost of CO
2
emissions
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
High
High
Risk description and corrective measures taken:
2021 brought unpredictable increases in CO
2
emission prices. When setting the budget for 2021, the Group assumed that
a single price of CO
2
emissions during 2021 would not exceed EUR 45. However, CO
2
emission prices increased in the
course of 2021 by over 300% - from approximately EUR 30 to over EUR 90 at the end of the year. This level was not
foreseeable as, according to earlier analysts' forecasts, it should not have been reached until around 2030.
The increase in CO
2
emission prices for the Group, in particular for the soda plants, entailed a very high increase in energy
costs and thus an increase in product manufacturing costs.
Due to the unpredictable scale of the increase in the price of CO
2
certificates, the CIECH Group, applying the strategies in
force in the Group and the possibility of using hedging tools, was not able to completely minimise the effects of the in-
crease in the price of CO
2
emissions. As a consequence, the high and still increasing costs of CO
2
emissions must be taken
into account by the Group in its ongoing cost calculations and have a negative impact on the profitability of its production.
In view of the materialisation of the risk of rising CO
2
emission prices, the CIECH Group takes ongoing measures to be
protected against rising emission costs by monitoring the emission allowances market on an ongoing basis and purchasing
emission allowances on a rolling basis, in periods when prices are favourable.
In addition, the CIECH Group aims to significantly reduce carbon dioxide emissions by implementing an ambitious energy
transformation strategy and working on process and energy efficiency.
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Risk 3
Risk of disrupted availability of key raw materials
Segments affected:
• Soda Segment
• Foams Segment
Risk assessment
Effects
Likelihood
Risk level
Medium
Medium
Medium
Risk description:
Ensuring the availability of the necessary raw materials is essential for CIECH Group's production plants to ensure the
continuity of production processes. Interruptions in supplies, delays or unavailability of these raw materials can lead to
interruptions in production processes. For this reason, the CIECH Group is particularly committed to ensuring a continuous
and timely supply of raw materials that additionally must meet high quality requirements. The following business seg-
ments of the Group are exposed to the risk of becoming dependent on suppliers of key raw materials:
• Soda Segment – basic raw materials for the Group’s key segment, namely limestone and brine (necessary for
the production of soda using the Solvay method), are sourced locally from reliable suppliers with whom the
Group has cooperated for many years on the basis of long-term contracts. Some production plants of the CIECH
Group, in particular those manufacturing soda ash, are located in areas with a limited number of suppliers in the
profitable radius. For this reason, having long-term contracts with these suppliers is essential.
Due to the fact that the current long-term contract for the supply of brine to the Inowrocław and Janikowo
plants will expire in the next 4 years, in 2020 the Group initiated measures to extend/renew the existing contract.
at the same time aiming to improve the conditions for sourcing raw material and improve supply parameters by
agreeing on and carrying out the necessary upgrade work on the existing brine pipelines.
In addition, the CIECH Group took steps to diversify supplies and establish cooperation with an alternative sup-
plier. The risk is not present in the case of the German plant, as it has its own brine and stone resources.
Energy commodities necessary for production processes are also sourced under long-term contracts. Key terms
of the supply contracts, such as price and quality, are generally flexible and can be modified under certain cir-
cumstances to better reflect current business conditions. However, there is no guarantee that this flexibility will
be sufficient to adapt the contracts to current business conditions in a way acceptable for the Group. If this
occurs, the Group's operations and financial position may be adversely affected. The Soda segment experienced
coal availability problems in 2021 due to the economic recovery in the second half of the year.
This recovery was driven by the opening up of global economies after the first waves of the COVID-19 pandemic
and an increase in demand for coal. Despite having signed long-term contracts to supply coal from Polish sup-
pliers, the Soda segment has been experiencing problems in the availability of coal and a significant increase in
prices.
• Foams Segment – due to a limited number of producers of key raw materials for foam production (i.e. TDI and
polyols) and unprofitability of importing raw materials from Asian markets, the foam segment relies on cooper-
ation with European producers. In 2020 and early 2021, CIECH Pianki experienced periodic suspension of sup-
plies and rationing of key raw materials (TDI and polyols). This was due to the decisions of the producers of these
raw materials. Around mid-2021, a deceleration in raw material price increases was observed (with a final in-
crease in raw material prices of more than 100% during 2020 and in the first quarter of 2021 compared to 2019).
These events forced the plant to raise prices of foams for its customers. In addition, the availability of key raw
materials improved in the second half of 2021, resulting in a stabilisation of their prices. In turn, prices of other
raw materials have increased and their availability has deteriorated due to the economic recovery and increased
demand for these raw materials, such as metformin (used as a key raw material for the production of non-
flammable foams), in other industries. However, the price increase for other raw materials was no longer as high
as for the key TDIs and polyols.
As part of the corrective measures taken, the Bydgoszcz plant attempted to establish cooperation with alterna-
tive producers and suppliers of the necessary raw materials from Asian markets. Unfortunately, opportunities
to become independent of European producers proved to be severely limited due to high transport costs. At the
end of 2021, the segment continued to work with existing producers.
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Risk 4
Risk of instability of prices and availability of products offered by the Group
Segments affected:
• Soda Segment
• Agro Segment
• Foams Segment
Risk assessment
Effects
Likelihood
Risk level
Medium
Medium
Medium
Risk description and corrective measures taken:
The following segments within the Group are most exposed to the risk of fluctuations in product prices:
• Soda Segment – The demand-supply imbalance in 2021 was caused by the COVID-19 pandemic and followed on
from the situation faced by customers of soda products back in 2020. The situation of the Soda segment in the
first half of 2021 resembled that of 2020 – the segment experienced a reduction in demand despite contracts
signed with key customers. In contrast, in the second half of the year, along with the global economic recovery,
demand for soda increased, occasionally exceeding the production capacity of the segment's plants. In addition,
as demand for soda increased in China, competition from Turkey virtually disappeared from the local market in
Poland. The Soda segment closed the year 2021 with the achievement of its targets. The outlook for the next 2-
3 years is also optimistic, assuming even an increase in the prices of soda products due to the increase in the
prices of raw materials, consumables, energy and CO
2
certificates. In 2021, despite a periodic decline in demand,
the segment did not reduce prices in pursuit of its financial plans. The segment assumed price increases when
preparing its forecasts for 2022, which was approved by the segment's key customers.
• Agro Segment – the segment was affected by the increase in the cost of raw materials purchased from Asia;
however, the segment was most affected by the increase in transport rates of more than 1000% during 2021.
These events forced the Group to increase product prices. Despite this, the segment continued to increase its
market share in 2021, reporting revenue growth.
• Foams Segment – the price of the finished product depends heavily on the price of raw materials.
In the first half of 2021, the segment was affected by price increases for key raw materials and difficulties with
their availability. The segment was forced to increase the prices of its products. As a result, despite the
aforementioned adverse developments, the segment met its financial targets, using the risk of rising prices and
limited availability of raw materials as an opportunity for growth and improvement in financial performance.
In the second half of 2021, price increases have slowed down and the availability of key raw materials has also
improved. At the same time, price competition between producers has increased. However, the segment
managed to meet its financial targets in 2021.
• The Silicates segment experienced a significant increase in gas prices, which directly translated into production
costs. With pricing formulas in its contracts with customers, the segment was able to adjust the prices of finished
goods to take into account rising gas prices. Due to the nature of the silicate market, customers absorbed the
price increases and the segment met its targets in accordance with the contracts concluded. In addition, the
macroeconomic situation in 2021 had no negative impact on the availability of the segment's products. Demand
for silicates and projections for the coming years proved to be optimistic, as a result of which the Group decided
to launch an investment project and commence construction of a new silicate melting furnace to increase
production capacity at the Żary plant. The project was completed in late 2021.
• Despite significant increases in gas prices, the Packaging segment was not able to fully pass them on to
customers in product prices. Thanks to the measures taken in the first half of the year (building up sufficiently
high stocks), the effects of rising gas prices experienced in the second half of the year were kept to a minimum.
However, persistently high gas prices have significantly reduced the competitiveness of glass packaging
manufactured at the Iłowa plant.
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Risk 5
COVID 19 – Risk of loss of continuity of operations at production plants
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
Low
Medium
Risk description and corrective measures taken:
The outbreak of the COVID-19 pandemic in early 2020 was a classic example of the materialisation of business continuity
risk. The occurrence of an outbreak of infection and the spread of the infection in an uncontrolled manner implies the
need to limit the operations of the plant and the highly probable possibility of shutting down the production plant (either
as a result of the Group's own internal decision or as a result of a decision by the epidemic authorities). A situation where
production is stopped in an uncontrolled manner would involve significant financial losses for the Group, due to the
shutdown and restarting of process lines.
In 2021, the risk of loss of continuity of operation at production plants due to the pandemic remained present. The
occurrence of an outbreak of infection at any of the Group's production sites could have resulted in the need to reduce or
even temporarily halt production and suspend business continuity.
In this context, the key measures to minimise the risk that any of the sites would lose business continuity were those taken
by the Group in March 2020, including the decision to set up a Crisis Team in connection with the outbreak of the COVID-
19 pandemic; this Team updated, developed and implemented the necessary procedures to deal with the crisis situation
Various scenarios were developed for the evolution of the pandemic and its impact on the segments and individual
production plants. For each scenario, detailed action plans were developed and implemented during 2020 as the pandemic
unfolded through the country. In 2021, scenarios and corrective actions were modified as necessary, in line with the
current pandemic situation in the country. In addition, local Crisis Teams were established within each segment of the
Group. They implemented and applied the necessary operating procedures and managed the risk on an ongoing basis
based on the decisions and recommendations of the Crisis Team at the CIECH SA Group level.
The Group estimates the risk of loss of continuity of operation at its production plants due to the COVID-19 pandemic by
focusing on individual business segments:
• Soda Segment – a significant reduction in the operation of a particular plant is possible. Due to the fact that
several production lines are in operation, the risk of any one plant being stopped is low.
In 2021, there has been no need to reduce or halt production processes at any of the soda segment plants.
Agro Segment – business continuity risk in this segment has been estimated to be low due to the high dispersion
of production lines at the Nowa Sarzyna plant and the direct contact between employees being kept to a
minimum. The risk of a simultaneous shutdown of all production lines due to an outbreak of infections is low.
The activities of the Crisis Team also include monitoring and managing the crisis in the Agro segment.
Similarly to the situation in the soda segment, crisis scenarios have been prepared, detailed action plans in case
of materialisation of an epidemic scenario have been developed, and incidents and risks related to the epidemic
have been monitored on an ongoing basis.
• Foams Segment – business continuity risk due to cases of infections was also assessed as low, as the number of
employees is kept to a minimum and there is limited direct contact between employees. If a source of infection
were to occur, this could, at most, result in the current shift being recalled from the plant and production
continuing by the next shift after the necessary safety procedures have been performed. The remedial actions
implemented have also been initiated by the Group's Crisis Team, are focused on action plans for the outbreak
scenarios developed and also include ongoing monitoring of risks and responding to incidents as they arise.
• Silicates Segment and Packaging Segment – due to the nature of the production and the consequences of
stopping the technological processes in an uncontrolled manner, which would occur if an outbreak of infections
were detected, there would be a standstill lasting several months and the need to incur high costs to restore
production. A complete overhaul of the extinguished furnace would be necessary in this situation. Due to limited
direct contact between employees and adherence to the safety procedures implemented, the business
continuity risk has been assessed as low – the potential occurrence of a source of infection may result in the
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Risk 5
COVID 19 – Risk of loss of continuity of operations at production plants
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
Low
Medium
Risk description and corrective measures taken:
current shift being recalled from the plant and production processes being continued by subsequent shifts,
following the completion of the necessary safety procedures.
The Crisis Staff, by means of the measures and action plans it develops as part of the developed scenarios for the evolution
of the epidemic, manages the risks in an effective manner. Any incidents and risks that arise and could lead to a loss of
continuity of plant operations are analysed and recorded. All decisions with regard to how to deal with the pandemic
situation have been made on an ongoing basis based on the developments in the situation and the available safety
measures and procedures.
Risk 6
Risk of decline in sales volumes and revenues
Segments affected:
• Soda Segment
• Foams Segment
• Packaging Segment
Risk assessment
Effects
Likelihood
Risk level
Medium
Medium
Medium
Risk description and corrective measures taken:
The risk of a decline in sales volumes and revenues of individual segments of the CIECH Group in 2021, as in 2020, was
related to the outbreak of the COVID-19 pandemic and the uncertain economic situation in Poland and abroad.
In the course of 2021, it should be noted that the first half of the year did not differ from the situation in 2020 – the
lockdown of economies and selected industries continued, numerous restrictions and limitations were in force, resulting
in limited demand for many products. The second half of the year, on the other hand, saw a recovery, with restrictions
and constraints on the economies being lifted and individual industries and sectors starting to make up for the losses
suffered in 2020 and the first half of 2021. The situation in the individual segments of the CIECH Group in connection with
the risk of a decrease in sales volume and revenues was as follows:
• Soda Segment – in the first half of the year, the ongoing lockdowns of economies lead to a reduction in demand
for soda products. There is considerable customer uncertainty about further developments of the pandemic.
The second half of the year is marked by economic recovery and, along with it, previously unanticipated price
increases for raw materials, utilities, consumables, services and CO
2
certificates This leads to a significant
increase in plant costs. However, the economic recovery and increased demand for soda products allow rising
raw material and utility prices to be partially passed on to the prices of soda segment products. The outlook for
the coming years for soda products is also optimistic. As long as the Chinese market remains a net importer of
soda for the next 2-3 years, as predicted by analysts, the situation for European soda manufacturers will be
positive. Looking at the continuing pandemic situation and subsequent waves of infections, there is no indication
that, despite the increase in infections, individual governments would shut down and freeze the economy,
thereby reducing demand for the Group's soda products.
The contracting process for 2022 ended with price increases, so that the recorded price increases for raw
materials, utilities and CO
2
certificates were partly passed on to customers. With the construction and
commissioning of a new salt works in Germany completed in 2021, the segment faces challenges in
commercialising the new plant and increasing the production capacity of salt products.
• Foam Segment – the segment was successful in 2021 despite rising prices of raw materials and problems with
their availability. Thanks to the right decisions and a prompt response to problems with the availability and prices
of raw materials, the foam factory in Bydgoszcz met its financial targets, with a slight decrease in production
volume. However, by the end of 2021, as the growth rate of raw material prices declined and the availability of
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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Risk 6
Risk of decline in sales volumes and revenues
Segments affected:
• Soda Segment
• Foams Segment
• Packaging Segment
Risk assessment
Effects
Likelihood
Risk level
Medium
Medium
Medium
Risk description and corrective measures taken:
raw materials improved, the Bydgoszcz plant began to experience price pressure from other foam producers. In
2022, the segment will face several key challenges, where the most important one will be to maintain margins
at current levels, despite competitors' efforts.
• Packaging Segment – the segment faces challenges related to both the pandemic situation (in 2021 there were
still some concerns that the situation seen in 2020 would reoccur, when cemeteries were closed for a few days
before 1 November, and many of the packaging segment's customers entered 2021 with stocks that they
continued to keep until around the middle of the year), emerging competition from the East and an increasingly
apparent decline in demand for glass packaging for lanterns. In addition, in 2021, the segment was adversely
affected by the increase in gas prices, which reduced the competitiveness of the Iłowa plant's products relative
to other competitors who were less adversely affected by the increase in gas prices. Ultimately, the segment
managed to meet its targets in 2021. The following year presents challenges for the Iłowa plant, which should
accelerate efforts and initiatives to expand the product portfolio (broader entry into food-grade glass
packaging).
Risk 7
Risk of uncertainty and economic downturn on domestic and international markets
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
High
High
Risk description and corrective measures taken:
The CIECH Group business is based on the sales of chemical products used as raw materials and semi-finished goods in a
wide range of industries, including the construction, glass, household chemistry, furniture, automotive, food,
pharmaceutical, chemical and consumer goods industries. The demand for the CIECH Group’s products is affected by
global economic conditions and other factors, including energy costs and costs of labour, exchange rates fluctuations,
interest rate fluctuations, and other factors beyond control of the Group. The events of 2021 were closely linked to those
of 2020, in particular the outbreak of the COVID-19 pandemic and its economic consequences. The first half of 2021 was
marked by economic downturn and frozen economies. In contrast, the second half of 2020 brought about the unfreezing
of economies and a major economic recovery, which caused unpredictable increases in the prices of raw materials,
utilities, services, increases in the price of CO
2
certificates and difficulties in the availability of key raw materials.
For the CIECH Group, this resulted in significant increases in operating costs and the need to raise prices of the Group's
products for customers. As a result, there was an element of uncertainty as to whether increases in product prices would
be accepted by customers. To this end, the CIECH Group and its companies monitored the trends and market situation in
Poland, Europe and around the world on an ongoing basis. They kept track of important developments and circumstances
that may affect the Group's operations and took action on an ongoing basis to reduce the potential negative effects of
economic changes affecting own operations and operations of key customers.
In addition, the Group has launched initiatives to enhance and maintain the Group's competitiveness over several years.
As such, measures have been initiated to promote environmentally friendly solutions, protecting the natural environment
and rational use of natural resources. Initiatives were scheduled to reduce greenhouse gas emissions and to introduce
solutions for abandoning coal as the main energy raw material in production processes. These measures remain in line
with the CIECH Group's long-term plans. These measures are one of the elements of the ESG strategy adopted by the
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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Risk 7
Risk of uncertainty and economic downturn on domestic and international markets
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
High
High
Risk description and corrective measures taken:
CIECH Group in May 2021, which provides for a reduction in CO
2
emissions by 33% compared to the base year 2019 and
complete climate neutrality of the Group by 2040.
Risk 8
Risk of failure to implement the investment plan
Segments affected:
• Entire Group
Risk assessment
Effects
Likelihood
Risk level
Medium
Medium
Medium
Risk description and corrective measures taken:
Due to the uncertain economic situation, which was mainly caused by the COVID-19 pandemic, there was a risk that the
assumed investment plan would not be implemented. During 2021, this uncertainty continued to be observed due to the
economic slowdown that continued in the first half of the year and the economic rebound experienced in the second half
of the year, resulting in significant increases in the prices of raw materials, utilities and services.
For the CIECH Group, the completion of the Group's largest project, namely the construction of a new salt works in
Germany, was of key importance in this context.
Measures to minimise the risk of non-implementation of investment plans were taken by the Group as early as 2020, at
the outbreak of the COVID-19 pandemic, when a review of planned and ongoing investment projects was carried out,
focusing on the implementation of the Group's key projects. Where possible, it revised the scopes and schedules of
projects that were assessed as less critical and not having a direct impact on the Group's Strategy for 2019-2021 being
implemented.
The Group continued its key projects scheduled for 2021. One example is the completion of work on the largest project,
which was the construction of the new saltworks in Stassfurt, Germany. Despite the adverse weather conditions and,
above all, the constraints and difficulties due to the pandemic situation, construction work on the plant was completed in
May 2021 and the plant was put into operation.
Risk 9
Risk of breakdowns and unplanned stoppages
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Medium
Medium
Risk description and corrective measures taken:
Due to the specific nature of the technological processes of the CIECH Group's production plants, maintaining the
continuity of production processes is a key factor. Breakdowns are a significant threat and problem in production facilities,
leading to unplanned downtime. In addition, unforeseeable fortuitous events (hidden material or technical defects) can
also occur.
In order to limit the occurrence of breakdowns and downtimes, the CIECH Group has launched and implemented a number
of initiatives such as the development of detailed overhaul plans defining critical elements of the production
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Risk 9
Risk of breakdowns and unplanned stoppages
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Medium
Medium
Risk description and corrective measures taken:
infrastructure, plans for ongoing maintenance and monitoring of the infrastructure, implementation of diagnostic and
predictive methods, introduction of additional metering. All these measures were aimed at minimising the risk of
breakdowns and unplanned downtime.
Another measure to mitigate this risk was the Group's decision to set up dedicated entities within the Group and to
develop the competencies of the employees responsible for carrying out repair, maintenance and upkeep work.
The new entities made it possible to increase the pool of available human resources with the necessary expertise and
experience, as a result of which the Group is no longer dependent on services previously purchased from third parties.
In addition, the Group has continuously undertaken a number of initiatives to build employee awareness in respect of
physical safety as well as occupational health and safety, measures aimed at reducing the overall number of cases of
unplanned downtime and breakdowns.
Another measure implemented was the launch of efforts to build and implement a comprehensive Business Continuity
Management system, implement an Asset Management System covering, in particular, production infrastructure, and an
Occupational Health and Safety Management System. The implementation of the Business Continuity Plans involved
updating the risks of loss of business continuity and proceeding with an inventory of solutions and procedures in the area
of business continuity, defining gaps and planning measures to be implemented in order to eliminate existing weaknesses
and gaps. The activities started with the production facilities of the Soda segment. These activities will also continue in the
coming years, covering more production sites.
Risk 10
Risk of failure to retain or attract staff to the CIECH Group
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Low
Medium
Low
Risk description and corrective measures taken:
2021, after some slight turbulence and uncertainty in the labour market, saw a return of the employee market. The
consequence of this is a high likelihood of losing key employees. This applies equally to management, technical and
administrative areas. In particular, the problem is intensifying with regard to employees who are qualified specialists in
their fields and have unique skills in a given industry.
In 2021, as an employer, the CIECH Group experienced problems related to the loss of and difficulties in attracting qualified
staff.
The unique nature of the CIECH Group’s operations and its development plans require hiring personnel with high
qualifications in various domains. Ability to maintain a competitive position and implementation of business strategy
depends significantly on the quality and the experience of staff. The loss of competences important for the CIECH Group
or impossibility to acquire them has an effect on operating activities and may translate into the financial condition of the
Group, making it impossible to achieve the business and financial objectives set for the CIECH Group.
Due to the relatively high costs of acquiring personnel with desired competences and skills, the search or employees having
appropriate experience constitutes an element of an ongoing policy of the CIECH Group. In order to minimize the effects
of the risk of loss or inability to attract qualified personnel, the Group continuously improves its managerial, technical and
administrative staff. In addition, the Group has implemented mechanisms to improve working and pay conditions,
prepares and implements development and incentive programmes, and provides employees with a range of training
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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Risk 10
Risk of failure to retain or attract staff to the CIECH Group
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Low
Medium
Low
Risk description and corrective measures taken:
courses to improve their expertise in line with the Group's business needs and the expectations of employees at various
levels in the organisation.
An essential element of personnel policy of the company is to build the image of the CIECH Group as an attractive employer
for current and future employees. Therefore, the Group cooperates with selected universities and conducts, every year,
apprenticeships and traineeships projects. In 2021, the CIECH Group continued to implement initiatives addressed to
employees, building the CIECH Group as a friendly and desirable place to work, in order to retain employees and attract
new workforce.
Risk 11
OHS risk
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
Low
Medium
Risk description and corrective measures taken:
One of the CIECH Group's priorities is to be a safe and responsible employer. For this reason, issues related to ensuring
the safety of employees, contractors, associates and third parties on worksites are a priority. The Group and the individual
companies make every effort to ensure that it is safe to work and stay on production plant sites. The Group, referring to
benchmarks in terms of accident rates and OHS standards, is aware of the need to implement corrective actions and to
lower the current accident rates, which at the moment still deviate from industry standards. For this reason, both the
Group's Management Board and the Management Boards of the individual companies continue and take measures to
implement best practices and safety procedures in order to reduce accident rates to a minimum.
In addition, the Management Board of the CIECH Group and the Management Boards of individual companies are engaged
in educational activities, becoming directly involved in initiatives aimed at improving safety and working conditions.
In addition, as part of the measures taken to minimise risk, the CIECH Group and individual entities assess and analyse
accident rates on an ongoing basis, responding proactively to any incidents and applying a "zero tolerance" policy for any
deviations from the procedures in force and improper conduct in the course of day-to-day operations. It is the Group's
aspiration to achieve accident rates consistent with industry standards in the shortest possible time.
Risk 12
Risk associated with debt financing
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Low
Low
Risk description and corrective measures taken:
The Group finances its activities, to a large extent, with interest-bearing debt, i.e. with loans, finance leases.
As at 31 December 2021, the debt on this account amounted to approximately PLN 2,011 million.
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Risk 12
Risk associated with debt financing
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Low
Low
Risk description and corrective measures taken:
The CIECH Group’s ability to service the debt in a timely manner depends, among other factors, on future operating
activities and the ability to generate sufficiently high cash flows. In the absence of sufficient funds to service the debt, the
Group may be forced to limit or postpone business activities and capital expenditures, sell assets, contract additional debt
or equity financing and restructure or refinance all or part of the debt.
Debt financing conditions contain obliging clauses and covenants. Where these clauses or covenants are violated and the
effects of such violations are not remedied, the Group may be required to immediately repay the debt or a portion thereof.
Restrictions contained in financing agreements may also limit the Group’s ability to finance future operations and own
cash requirements, to implement business undertakings.
As part of the financial planning processes, the CIECH Group analyses and monitors, on a regular basis, the cash flows
generated and its ability to maintain liquidity and service its debt. The Group aims at unifying the debt financing conditions,
including the covenants applicable, to limit the risk of infringing these covenants. The observance of provisions of financing
agreements and compliance with financial ratios set out therein is monitored on a regular basis. Debt financing is obtained
in a controlled and coordinated manner at the Group level. The Group has implemented uniform rules for obtaining
external financing in order to take into account the consolidated need for financing of the entire CIECH Group, take
advantage of the economies of the scale, reduce financing costs and apply consistent limiting conditions.
In order to reduce liquidity risk, the CIECH Group refinanced its debt in March 2021 and concluded a new credit facility
agreement of PLN 2,115 million, with a 5-year repayment period. The agreement provides for a grace period of over 2
years for the repayment of the term loan during which no principal repayment of the loan is required. The first principal
repayment is required on 30 June 2023 The Group's existing syndicated and bilateral loan debt was refinanced, which
provided for loan repayments of PLN 350 million in 2021 and PLN 1,748 million in 2022. The new agreement provides
funding for the Group's needs and offers flexibility to raise additional debt within the levels defined by the financial
covenants in the agreement. Despite challenging market conditions, the agreement maintained favourable pricing and
other terms from the previous financing.
Risk 13
Risk of inability to service the current debt and maintain liquidity
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Low
Low
Risk description and corrective measures taken:
The ability of the CIECH Group to make scheduled payments to repay the Group’s debt as well as to finance working capital
and capital expenditures depends on the future operating activities and the ability to generate sufficient amounts of cash.
If the CIECH Group’s future cash flows from operating activities and other capital resources prove insufficient to repay
liabilities timely or to satisfy liquidity related requirements, the Group may be forced to:
• limit or postpone business operations and capital expenditures,
• sell its assets,
• obtain additional debt or equity financing,
• reorganise or refinance all or part of the debt on or before maturity.
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Risk 13
Risk of inability to service the current debt and maintain liquidity
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Low
Low
Risk description and corrective measures taken:
As part of the financial planning processes, the Group analyses and monitors the cash flows generated and its ability to
maintain liquidity and service its debt. The Group’s debt financing sources are diversified in terms of creditors and
maturities.
The following measures are applied by the CIECH Group to reduce liquidity risk:
• current monitoring of liquidity of the CIECH Group’s companies,
• monitoring and optimisation of the level of working capital,
• adjusting the level and schedule of capital expenditure,
• intragroup borrowings and sureties for the liabilities of the Group’s companies,
• current monitoring of the settlement of liabilities under the loan agreements conditions.
Risk 14
Interest rate risk
Segments affected
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Low
Low
Risk description and corrective measures taken:
The costs of the Group’s debt depend on the reference rate. This refers to loans, factoring and some lease contracts. There
is a risk of an increase of the reference rate, which may lead to increased financial costs and deterioration of the CIECH
Group’s financial result.
The interest rate risk is reduced by the assets owned by the CIECH Group (bank deposits), interest bearing in accordance
with variable interest rate, and by concluding hedging transactions such as cross currency interest rate swaps or interest
rate swaps.
Moreover, the risk will be kept at a low level by the CIECH Group as a result of signing a refinancing agreement with a
financial institution, securing the Group's long-term financing for the following years.
Risk 15
Credit risk
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Low
Low
Risk description and corrective measures taken:
The CIECH Group is exposed to credit risk of financial institutions connected with cash placed on bank accounts and
deposits as well as transactions with financial institutions.
In order to limit the credit risk of financial institutions the CIECH Group enters into transactions with high-rating banks
with stable market position.
The credit risk of the business partners is mitigated by the Group by using internal procedures to establish amounts of
credit limits for customers and to manage trade receivables (the Group uses securities such as letters of credit, bank
guarantees, mortgages, receivables insurance and factoring). An important part of the credit activity is assessing the
customers’ creditworthiness and obtaining appropriate collateral from them, thus allowing for a reduction of potential
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Risk 15
Credit risk
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Low
Low
Risk description and corrective measures taken:
losses in the case of failure to repay the debt. Credit risk assessment for customers is performed prior to concluding an
agreement and periodically at subsequent deliveries of goods in accordance with the binding procedures.
Risk 16
Risk of financing through factoring
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Low
Low
Risk description and corrective measures taken:
The economic downturn caused by the COVID-19 pandemic has significantly increased liquidity risk in 2020. In an effort
to manage cash in an efficient manner, in 2020 CIECH implemented a reverse factoring mechanism, thereby extending the
period of repayment of its liabilities to its main suppliers. However, with the introduction of the reverse factoring
mechanism, there is an increased risk arising from the termination of relationship with the factor or the occurrence of
financial problems on the part of the factor, so that the Group may be forced to settle its obligations to suppliers in a
shorter period of time, thus weakening its working capital ratios. However, this risk has been estimated by the Group as
low due to the partial utilisation of the limit available with the factor, the ongoing monitoring of utilisation of the available
limit and cooperation with several factors. In 2021, the overall economic situation has improved and the Group's main
industries have seen a rebound and recovery compared to 2020. On the other hand, however, in 2021 unpredictable
fluctuations and increases in the prices of raw materials, utilities, consumables and CO
2
certificate prices were recorded,
which could have undermined the financial stability of some of the Group's customers. The occurring price increase may
also result in a situation where the limit for the group granted under the reverse factoring will be insufficient for the
growing level of trade liabilities
However, at the end of 2021, the Group has not experienced materialisation of this risk. With the introduction of the
reverse factoring arrangement in 2021, the Group has additionally secured its current liquidity and extended its payment
terms. As a result, the Group's working capital requirements decreased by PLN 205 million as at 31 December 2021.
Risk 17
Risk related to tax settlements
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
High
High
Risk description and corrective measures taken:
Regulations on corporate and personal income tax, value added tax, social security contributions and other taxes are sub-
ject to frequent changes in Poland. Furthermore, the applicable tax laws lack clarity, which leads to differences in opinions
and diverse interpretations of tax regulations, both between various public authorities and between public authorities and
businesses. In addition, over the past few years there have been changes in tax authorities' interpretations, despite the
same regulations in force and after years of their application.
Tax settlements are subject to inspection by bodies which are authorised to impose high penalties and fines, and any
additional tax liabilities arising from such inspections need to be paid with interest. Consequently, tax risk in Poland is
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Risk 17
Risk related to tax settlements
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
High
High
Risk description and corrective measures taken:
higher than in countries with more mature tax systems. The amounts presented and disclosed in the CIECH Group’s finan-
cial statements may therefore increase as a result of current and future tax inspections.
The Group recognises and measures current and deferred tax assets and liabilities in compliance with the requirements
of IAS 12, based on taxable income/tax loss calculated, tax base, unused tax losses, unused tax credits and tax rates, or
taking into consideration the assessed uncertainty related to tax settlements. Whenever there is uncertainty as to whether
and to what extent a tax authority would accept a tax settlement, the Group discloses such settlement taking into consid-
eration the assessed uncertainty.
What is more, the lack of stability in the tax law may hinder the ability for effective future planning and implementation
of the business plan according to the assumptions and an increase in the tax expense may have a material adverse effect
on the Group's further growth. In 2022, the "Polish Deal" came into force, resulting in a further increase in tax risk for the
CIECH Group. This is due to the pace of the changes being introduced, which will further increase the level of fiscalism and
result in higher tax liabilities on the part of the CIECH Group and its entities.
The Group constantly monitors changes in the law and potential tax risks, taking steps to eliminate them or to reduce
them substantially through a constant cooperation with reputable tax advisors and by official inquiries to the tax
authorities.
Risk 18
Risk of inability to implement the strategy
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
Medium
High
Risk description and corrective measures taken:
For the CIECH Group, 2021 was the last year of implementation of the strategy for 2019-2021. In December 2018, when
the Supervisory Board approved the strategy presented by the Management Board of CIECH SA, it was intended to adapt
the Group's activities to the changing environment. At the end of 2018, however, no one could have predicted the COVID-
19 pandemic.
The strategy adopted envisaged systematic business growth in individual segments of the Group and the generation of
value for investors. The COVID-19 pandemic has significantly affected the operations of all the Group's segments and the
ability to deliver projects that have been initiated. Despite the adverse events and effects of the pandemic that
materialised in 2020 and 2021, the Group did not deviate from its objectives. The pandemic and uncertainty about the
future and the economic situation on a macroeconomic scale with respect to the Polish, European and global economies,
have increased the level of uncertainty and the risk of inability to implement the strategy for 2019-2021.
Nevertheless, the Group has made every effort throughout 2021 to achieve the strategic objectives despite the pandemic
situation
and the unstable economic situation in the market (increase in prices of raw materials, utilities, services, increase in prices
of CO
2
certificates).
With the outbreak of the COVID-19 pandemic, individual entities and segments of the Group analysed in detail the long-
term effects and possible scenarios of the COVID-19 pandemic in March 2020. On the basis of these analyses, the Group
has reassessed its ability to achieve its strategic objectives. It defined the necessary measures and actions to focus the
Group's efforts on the key tasks arising from the strategy. Decisions were made aimed at improving the efficiency of
decision-making processes and securing the Group's liquidity which, in view of the implementation of strategic projects,
was necessary in order to ensure the Group's security and stability. Implementation and execution of corrective measures
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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Risk 18
Risk of inability to implement the strategy
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
High
Medium
High
Risk description and corrective measures taken:
continued in 2021. Thanks to the measures implemented, the objectives and directions of development set out in the
Group Strategy were able to be executed.
Risk 19
Risk of permanent climate change affecting the demand for the CIECH Group's products
Segments affected:
• Agro Segment
Risk assessment
Effects
Likelihood
Risk level
High
Medium
High
Risk description and corrective measures taken:
Due to the increasingly noticeable adverse global effects of climate change (greenhouse effect, prolonged droughts,
increasingly frequent local natural disasters), the demand for certain products from the CIECH Group's product portfolio
has been changing. This is particularly true for products from the Agro segment.
Demand for selected products is becoming less predictable due to increasingly frequent extreme events such as droughts,
fires or hurricanes destroying crops in different parts of the world. As a result of these phenomena, crops are reduced or
discontinued in some parts of the world, which in turn translates into lower demand for crop protection products
manufactured by the CIECH Group. It should also be noted that changing weather conditions have a delayed effect on
operating results, as the CIECH Group sells products to distributors who, having excessive stocks, are interested in a lower
number of orders for the following period.
In order to mitigate the adverse effects of the risk of climate change and the resulting reduction in demand for its products,
the CIECH Group has initiated measures aimed at ensuring geographic diversification of customers by trying to direct sales
to customers operating in different geographical areas and thus increasing the efficiency of the sales network, as well as
by expanding its product range to match long-term trends in agriculture.
Risk 20
Risks of changes in regulations and legislation regarding the possibility of using certain
active substances and CPCs
Segments affected:
• Agro Segment
Risk assessment
Effects
Likelihood
Risk level
High
Medium
High
Risk description and corrective measures taken:
In the structures of the CIECH Group, an increase in the importance of the Agro segment can be observed – this is a
segment that has been growing and increasing its market share for several years. The portfolio of the Agro segment meets
the expectations of farmers not only in the Polish market but also in Europe.
In addition to the previously indicated threat to the Agro segment resulting from climate change and thus unpredictable
changes in demand, a significant threat to the Agro segment and the use of certain CPCs may come from changes in
regulations and legislation which, over the next few years, may prohibit the use of selected CPCs and active substances
considered dangerous to human health and the environment. The CIECH Group sees the greatest threat in the discussions
and analyses of the impact of the active substance, glyphosate, on health safety, which have been going on for several
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
65
Risk 20
Risks of changes in regulations and legislation regarding the possibility of using certain
active substances and CPCs
Segments affected:
• Agro Segment
Risk assessment
Effects
Likelihood
Risk level
High
Medium
High
Risk description and corrective measures taken:
years. While it is true that in 2021 the European Union, after several years of research, found no negative impact of the
use of glyphosate-based CPCs on human health and allowed glyphosate-based formulations to be marketed in the
European Union, individual countries are still considering restrictions on the use of this active substance.
As a corrective measure, in 2021 the Agro segment launched the Halvetic product family, which is an innovative product
developed by the R&D Department of CIECH Sarzyna. An innovative BGT (Better Glyphosate Technology) has been
developed and patented, which involves a 50% reduction in the use of the active substance, glyphosate, while maintaining
the effectiveness of the herbicide, which has a standard dose of the active substance, glyphosate. Thus, thanks to the
launch of the Halvetic product family, the CIECH Group has strengthened its position in the market of CPC manufacturers
as an innovative player implementing environmentally friendly initiatives, in accordance with the objectives and
assumptions of the EU environmental strategy "Field to Table", which aims to change the current European agriculture
into an organic one, minimising the use of hazardous active substances.
Risk 21
Risk of tightening of regulations concerning the use of the environment
Segments affected:
• All segments
• Entire Group
Risk assessment
Effects
Likelihood
Risk level
High
High
High
Risk description and corrective measures taken:
Operations of the CIECH Group's production plants are onerous and often have a negative impact on the environment.
This means that the Group's companies and production plants must hold the relevant permits and environmental
approvals. The plants must operate in compliance with specific laws and standards concerning the use of the environment.
This applies in particular to limits on emissions of harmful substances into the air, management of water and sewage, and
management of the waste generated. In addition, the CIECH Group's operations are strongly affected by dynamic changes
in environmental protection regulations.
The CIECH Group is a subject to very strict regulations, which may generate significant costs regarding compliance with
those regulations. CIECH Group‘s companies operate under the valid permits, regarding the manner and extent of use of
the environment.
The CIECH Group's operations are significantly affected by the direction of the Energy and Climate Policy which provides
for achieving zero net emissions by 2050 and requires individual member states to submit binding and increasingly
ambitious measures, including tightening the emission limit by 2030 from 30% to at least 40% of greenhouse gas emission
reductions in the entire economy compared to 1990.
In most cases, changes resulting from stricter regulations concerning the use of the environment imply the need to incur
significant financial expenditure in order to comply with the new regulations and to be an organisation that is socially
responsible and as environmentally neutral as possible. In view of the announcements and already apparent legislative
efforts to tighten environmental regulations, the Group is aware of the upcoming changes. This implies that certain
investment expenditures will have to be incurred in the coming years, and this, in turn, will have an impact on the Group's
future financial performance.
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Risk 21
Risk of tightening of regulations concerning the use of the environment
Segments affected:
• All segments
• Entire Group
Risk assessment
Effects
Likelihood
Risk level
High
High
High
Risk description and corrective measures taken:
The CIECH Group, as a socially responsible entity, has planned and is taking measures to continuously improve its
technological processes and facilities and to implement technology projects that will make it possible for the Group and
its plants to operate in compliance with new regulations related to the use of the environment.
Individual segments of the CIECH Group comply with standards defined by law. By introducing a uniform Environmental
Policy, the CIECH Group strives to implement the best available industry practices.
Pursuant to provisions of Directive 2010/75/EU of the European Parliament and of the Council on industrial emissions –
IED, implemented in Polish law in 2014 and the adopted National Transitional Plan concerning the reduction of emissions
of gaseous and particulate pollutants emitted in CHP plants in Janikowo and Inowrocław, the CIECH Group carried out the
modernization of atmospheric protection equipment. It has been carrying out activities aimed at increasing the level of
utilisation of raw materials in order to reduce direct CO
2
emissions, including the project of concentrating CO
2
emissions
in soda production technology.
Risk 22
Risk related to the necessity of achieving the objectives of the CIECH Group's ESG strategy
and EU climate policy
Segments affected:
• Entire Group
• All segments
•
Risk assessment
Effects
Likelihood
Risk level
High
High
High
Risk description and corrective measures taken:
With the tightening of regulations concerning environmental issues, which have been implemented by the government
and EU institutions, there is also an increasing awareness of the need to protect the environment among other
stakeholders, including investors, customers. This imposes expectations on businesses, particularly those operating in the
chemical sector and in energy-intensive industries, to implement solutions and move towards socially responsible and
environmentally conscious enterprises. The CIECH Group recognises these expectations and is fully aware of the necessary
steps it must take and implement in the coming years. To this end, the Group developed and adopted an ESG Strategy in
May 2021, setting ambitious targets such as reducing CO2 emissions by 33% by 2026 compared to 2019, complete
decarbonisation by 2040, systematically reducing the volume of electricity needed to manufacture the Group's products,
reducing the quantity and maximising the utilisation of production waste, using closed circulation to reduce water
consumption and many others. The targets set by the Group are ambitious, requiring the Group to make major
investments and commence a number of investment projects in the coming years. The Group must invest in order to
achieve its objectives. This will help the Group and its companies become a reliable and socially responsible partner. The
expenditure must and will be incurred by the Group regardless of the economic situation, which in the current period of
continuing pandemic and fluctuations in raw material prices becomes an additional challenge for the Group.
As part of the corrective measures, the CIECH Group has developed a long-term schedule of activities to achieve the goals
set out in the ESG Strategy, assuming the launch of a number of investment and reorganisation projects, mainly in the
areas of energy and production, while securing funding for their implementation regardless of the economic situation and
the market situation.
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Risk 23
Risk of changes in laws and regulations
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Medium
Medium
Medium
Risk description and corrective measures taken:
Running a business involves uncertainty. One of the external factors increasing the level of uncertainty is the frequent
changes in regulations and their inconsistent interpretations which are characteristic of the Polish legal system. This may
lead to a deterioration in the financial standing of the Group and its entities (the need to adapt the Group's or the Group
company's operations to the requirements arising from the changes).
At present, regulations are construed not only by Polish courts and public administration bodies, but also by courts and
institutions of the European Union. Changes to existing regulations can lead to issues arising directly from the absence of
a consistent interpretation of the law.
Any amendments to or introduction of new regulations under national and EU law may affect the situation and
development prospects of the Group and its segments, including financial performance. As a consequence, it will be
necessary to incur additional costs to adapt the operations of the Group or Group companies to new or amended legal
regulations.
In order to reduce the risk, the Group continuously monitors changes in the applicable regulations and laws, and prepares
market and business analyses based on the existing and announced regulations. The aim is to obtain information about
upcoming regulatory changes well in advance and to prepare the Group and its companies to apply the laws and
regulations in the correct manner as they come into force, without the risk of limiting current operations in order to adapt
to new regulations.
Risk 24
Risk associated with judicial proceedings or other non-judicial proceedings
Segments affected:
• Entire Group
• All segments
Risk assessment
Effects
Likelihood
Risk level
Low
Low
Low
Risk description and corrective measures taken:
The CIECH Group, as part of its day-to-day operations, is exposed to diverse types of claims and legal proceedings resulting
from cooperation with customers, counterparties, employees and other parties in connection with the status of a public
company listed on Warsaw Stock Exchange and on Frankfurt Stock Exchange. The risks derive from the restrictions and
requirements to which public companies are subject in terms of trading rules, access to information, accounting and
transactional transparency. In relation to their activities and market position, the CIECH Group companies are subject to
adversarial proceedings, including anti-trust proceedings that are a potential source of risk and can be detrimental to their
interests if the final decision is unfavourable. In the future, the CIECH Group members may also become a party to legal
proceedings regarding, among others, intellectual property rights, producer’s liability, product guarantee, environmental
or antitrust claims, or enter into settlements regarding legal proceedings and claims that may exert material adverse effect
on their operating results which, however, applies equally to any other business entity.
As part of the measures taken to minimise risk, the CIECH Group evaluates the existing legal mechanisms on an ongoing
basis and introduces appropriate internal regulations aimed at eliminating or mitigating risk. In accordance with the
accounting policy, provisions are created for such proceedings if it is highly probable that costs will be incurred and their
amount may be reasonably assessed.
CIECH S.A., as a holding company managing the Group, is exposed to analogous risks to its operations.
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The information on risks includes updates related to the impact of the outbreak of the war in Ukraine on the activities of the
CIECH Group and CIECH S.A. Detailed information on the current situation in connection with the impact of the Russian
invasion on Ukraine on the activities of the CIECH Group and CIECH S.A. was disclosed in note 9.7 of the Consolidated Financial
Statements of the CIECH Group for 2021 and in note 9.6 of Financial Statements of CIECH S.A. for 2021.
3.5 CORPORATE SOCIAL RESPONSIBILITY (CSR)
Equal concern for economic, social and environmental issues is an important element of the management strategy at the
CIECH Group and CIECH S.A.
3.5.1 CSR IN THE CIECH GROUP
Information on corporate social responsibility was presented in detail in the Non-financial Report of the CIECH Group for
2021.
This report complements the data disclosed by the Group with environmental, social, employee and ethical issues. Key issues
in the areas of environmental protection, sponsorship activities as well as research and development are presented below.
3.5.2 KEY ISSUES RELATED TO ENVIRONMENTAL PROTECTION
For the CIECH Group, an important issue in the area of environmental protection is maintaining the technology regime and
high quality of products, but also minimising negative impact on the environment by limiting emission of pollution to the
atmosphere, waters and soil, rational waste management and optimisation of energy consumption per one tonne of the
output. Environmental issues are a priority for the CIECH Group, which was reflected in the development and implementation
of a Uniform Environmental Policy in 2016. Pursuant to the Policy, all companies of the Group are required to comply with
applicable environmental law regulations, reduce emissions and the amount of wastes produced, utilize natural resources in
a rational manner and combat climate changes through CO
2
reduction, and to maintain good social relations in local
communities where business activities are conducted.
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FIGURE 31: ENVIRONMENTAL MANAGEMENT SYSTEM IN THE CIECH GROUP
During the last several years, the CIECH Group has implemented a number of investment projects in the Soda Segment to
support the protection of atmosphere, including:
• reduction of dust emissions from the Group’s CHP Plants by modernising ESPs,
• reduction of nitrogen oxide emissions from the Group’s CHP Plants by constructing flue gas denitrification units,
• reduction of nitrogen dioxide emissions from the Group’s CHP Plants by constructing flue gas desulfurisation units,
• a comprehensive modernisation of the dust removal system at the Lime Furnace Facility in Janikowo.
At present, the Group continues to carry out further projects in the scope of, among others, reduction of CO
2
emissions,
reduction of energy consumption and reduction of noise emission.
In addition, in order to achieve the ambitious goal of reducing CO
2
emissions by 30% by 2026, a comprehensive Energy Strat-
egy has been prepared in the CIECH Group, which includes initiatives such as:
• construction of a gas-fired heat generating unit,
• construction of a municipal waste thermal processing installation for both soda plants,
• comprehensive upgrade of the existing property of the heat and power plants in Janikowo and Inowrocław, including full
upgrade of turbogenerators,
• or installation of photovoltaic panels in various companies of the Group.
Production plants of CIECH Group operate under required permits and administrative decisions. The majority of production
companies within the CIECH Group have implemented environment management systems in conformity with ISO 14001
regulations.
Due to the requirements of the Industrial Emissions Directive (IED) and the need to adapt to new stricter emission standards
for, among others, sulphur dioxide, nitrogen oxides and dust, deadlines have been set for power and steam generating plants
(combined heat and power plants) to comply with the new emission ceilings. The following periods were identified: the period
until 30 June 2020 (extension of the deadline for LCP installations to comply under the Interim National Plan (PPK)), the period
from 1 July 2020 to 17 August 2021 (from the end of participation in the PPK to the end of the deadline to comply with the
new BAT Conclusions for LCPs) and the period from 18 August 2021 (applicability of the revised BAT Conclusions for LCPs).
As of 1 July 2020, plants that produce energy and steam are required to observe restrictive emission standards for dust (20-
25 mg/Nm
3
), sulphur oxides (200-250 mg/Nm
3
) and nitrogen oxides (200 mg/Nm
3
) emissions introduced for large combustion
plans (LCP). In turn, new, very tight emission limits for large combustion plants resulting from the new BAT Conclusions for
LCPs apply from 18 August 2021. The new emission limits are as follows: for dust – 15–20 mg/Nm
3
, for sulphur oxides – 130–
200 mg/Nm
3
; and for nitrogen oxides – 150–180 mg/Nm
3
. In addition, for sources with a rated capacity of more than 300
MW, mercury emissions must be measured on a continuous basis. Administrative proceedings are currently underway to
issue revised integrated permits, adapted to the requirements of the BAT Conclusions for LCPs.
In the area of greenhouse gas emissions trading scheme (EU ETS) regulations, revised values of emission benchmarks for the
allocation of free emission allowances for the period 2021-2025 were set in 2021. 2021 was a landmark year in terms of the
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change in the rules for the submission of annual activity level information by EU ETS installations (i.e. BDRs), which were
replaced by activity level reports (ALC report). ALC reports are subject to annual verification and shall be submitted to the
National Balancing and Emission Management Centre (KOBIZE) by 31 March each year. In addition, further changes are being
made to the ALC report from 1 January 2022.
The final annual number of emission allowances for EU ETS installations allocated for 2021 was issued in the fourth quarter
of 2021.
Legal status of the use of the environment
CIECH Group‘s companies operate under the current permits and administrative decisions regarding the manner and extent
of use of the environment. All CIECH Group‘s companies operating IPPC plants received integrated permits.
TABLE 3: LIST OF INTEGRATED PERMITS HELD BY CIECH GROUP COMPANIES
Company
Permit for
Validity period
CIECH Soda Polska S.A. – Production
Plant in Inowrocław
Integrated permit for installation to manufacture soda and soda
derived products.
Indefinite
CIECH Soda Polska S.A. – Production
Plant in Janikowo
Integrated permit for installation to manufacture soda and soda
derived products.
Indefinite
CIECH Soda Polska S.A. – Power
Plant in Inowrocław
Integrated permit for heat and power station‘s installation
(4 OP-110 boilers).
Indefinite
CIECH Soda Polska S.A. – Power
Plant in Janikowo
Integrated permit for heat and power station‘s installation
(3 CKTI boilers and 2 OP-140 boilers).
Indefinite
CIECH Soda Deutschland GmbH &
Co. KG
Integrated permit for installations to manufacture
light and dense soda ash, and sodium bicarbonate.
Indefinite
CIECH Energy Deutschland GmbH
Integrated permit for heat and power station‘s installation.
Indefinite
CIECH Soda Romania S.A.*
Integrated permit for installation to manufacture soda ash.
12.09.2022
CIECH Sarzyna S.A.
Integrated permit for installations to manufacture crop protection
products (MCPA and MCPP and esters from the esterification of
phenoxyacids).
Indefinite
CIECH Vitrosilicon S.A.
Plant in Żary
Integrated permit for installations to manufacture sodium silicate
glass and potassium silicate glass.
Indefinite
CIECH Vitrosilicon S.A.
Plant in Iłowa
Integrated permit for installations to manufacture water solution
of sodium and potassium silicates (water glass), glass packaging
and solid sodium silicate (glassy sodium silicate).
Indefinite
CIECH Pianki Sp. z o.o.
Integrated permit for the installation to manufacture PUR foams.
Indefinite
*There is no risk of not receiving the annual verification of the integrated permit.
Environmental liabilities
Due to the nature of the CIECH Group's business, there are active sources of groundwater pollution on some of the Group's
lands. The Group incurs ongoing operating expenses and establishes provisions related to the reclamation of contaminated
soil and groundwater purification. The amount of provisions for environmental liabilities in CIECH Group as at 31 December
2021 amounted to PLN 228,635 thousand and as at 31 December 2020 – to PLN 113,524 thousand.
For the fuel combustion plant in Janikowo there is a risk of fines to be paid for exceeding the permissible emission of pollu-
tants into the air in 2011 and 2012 for boiler OP-140 No K4, in the amount of PLN 6,611 thousand together with interest due.
An appeal has been lodged with the Chief Inspectorate of Environmental Protection. In addition, a decision will be issued on
the obligation to pay a fine for excess NOx emissions in 2011 and 2012 for boiler OP- 140 No 5 in the amount of
PLN 83 thousand, together with interest due.
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In connection with the failure to comply with emission standards for fuel combustion units in CIECH Soda Polska S.A. in 2021,
a fine of PLN 7,044 thousand is expected.
EU REACH Regulation
In 2021, the European Chemicals Agency (ECHA) has not issued any binding decision ordering the performance of additional
tests or updating the registration documentation of substances for which CIECH Group Companies are registrants or co-reg-
istrants. However, a spontaneous update of the registration documentation of four substances was submitted:
• two substances from BU Silicates,
• two auxiliary substances related to BU Soda.
The update was mainly driven by the need to bring the chemical safety assessment of the substance in line with current ECHA
requirements and was successfully completed.
In 2021, ECHA has not initiated steps to restrict use, or to place under an authorisation procedure, any of the substances for
which CIECH Group Companies are registrants or co-registrants.
BU Resins – REACH registrations for 6 substances were transferred to the new owner of the Resins segment, LERG Group, in
February 2021 as planned. They were transferred as part of the finalisation of the sale of CIECH Żywice Sp. z o.o.
Emission trading
Information on emission trading is provided in items 2.1 and 3.4 of this Report.
3.5.3 SPONSORSHIP AND CHARITY POLICY
Sponsorship activities of CIECH S.A. are aimed at supporting the business and strengthening the positive image of the CIECH
Group in local communities. This is part of the Group's ESG strategy, in particular Commitment 6 “We are a responsible part
of local communities”.
Therefore, sponsorship activities are carried out primarily in the regions, where production plants and the head office of the
Group are located. Sponsorship activities involve mainly the activities supporting educational, sports, cultural, social initia-
tives, in particular initiatives aimed at supporting local communities, in which the CIECH Group functions.
In 2021, efforts related to the COVID-19 pandemic continued, including the donation of 50 thousand FFP3 class protective
masks to the City of Bydgoszcz. For the second year in a row, the Group also supported the Great Orchestra of Christmas
Charity, donating 200 thousand protective masks for the organisation of the annual fundraising finale.
Other efforts focused, among other things, on supporting the education of children and young people in the regions where
the Group's production plants operate (Kujawy, Podkarpacie). In addition to its cooperation with primary and secondary
schools, CIECH also supported the School Talent Academy programme, which has been running since 2018 and involves
providing educational mentoring services for talented children of Group employees (www.akademiaszkolnychtalentów.pl).
The Group also supports Academy graduates who have enrolled at universities abroad, including in the UK and the Nether-
lands (scholarships).
Institutions that are important to local communities, such as the Fire Service (Nowa Sarzyna), were also supported, as were
local charitable activities aimed at protecting animal rights.
Activities in the area of sports sponsorship have been strengthened. The Group became the title sponsor of the first-league
men's basketball club from Inowrocław (CIECH KSK Noteć). It also sponsors football clubs from Inowrocław and Janikowo.
Group companies also provided donations to support locally important charitable initiatives selected by employees as part
of CIECH Fest employee picnics.
3.6 RESEARCH AND DEVELOPMENT
The CIECH Group consistently implements innovations in key areas of its operations. The activities taken are focused on the
development and improvement of products for key markets, improvement of existing production processes as well as
implementation of innovative technologies. The CIECH Group has the ambition to become a leader among the most advanced
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72
chemical groups in Poland and worldwide. In the CIECH Group, research and development activities are concentrated in CIECH
R&D Sp. z o.o., that has coordinated and carried out research and development activities for the Group’s production
companies. As a result of the implementation of the CIECH Group Strategy for 2019-2021, the research and development
activities of Ciech R&D in the area of manufacturing and products of the Group's companies were transferred to production
companies in 2020.
The CIECH Group collaborates with universities and experts in the area of innovation and development, and a part of project
implemented is co-financed from EU funds as well as from domestic and regional support funds.
Achievements in research and development
The Group runs a number of R&D projects in virtually all segments. These projects are implemented with the use of various
support programmes. More than a dozen projects at various stages of completion are underway in the Group's key segment,
the Soda Segment. These projects aim to improve process efficiency and reduce environmental impact.
The Group has successfully completed and implemented key projects including the recovery and return of carbon dioxide to
the process and increasing the efficiency of the carbonisation process.
Cooperation with universities and institutes
In 2021, the CIECH Group implemented research, development and innovation projects in cooperation with renowned
universities and institutes, including:
Universities
Institutes
• Wrocław University of Technology
• Nicolaus Copernicus University in Toruń
• Technical University Delft
• AGH University of Science and Technology of Kraków
• University of Agriculture in Kraków
• Institute For Chemical Processing of Coal – ICHPW in
Zabrze
• Institute of Industrial Organic Chemistry – IPO in
Warsaw
• Institute of Ceramics and Building Materials
• Max-Planck-Intitut Magdeburg
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4. FINANCIAL POSITION OF THE CIECH GROUP AND CIECH S.A.
4.1 PRINCIPLES FOR DRAWING UP THE ANNUAL FINANCIAL STATEMENTS OF THE CIECH GROUP AND
CIECH S.A.
The consolidated financial statements of the CIECH Group and separate financial statements of CIECH S.A. have been
prepared in accordance with accounting principles consistent with the International Financial Reporting Standards (IFRS) that
were approved by the European Union (EU) and were effective as at 31 December 2021.
The consolidated financial statements of the CIECH Group and separate financial statements of CIECH S.A. have been
prepared on a historical cost basis, except for financial instruments at fair value through profit or loss, available-for-sale
financial assets, and investment real property at fair value.
The consolidated financial statements of the CIECH Group and separate financial statements of CIECH S.A. give a fair view of
the financial and economic position of the CIECH Group and CIECH S.A. as at 31 December 2021, results of their operations
and cash flows for the year ended 31 December 2021. The consolidated financial statements of the CIECH Group and separate
financial statements of CIECH S.A. were prepared on a going concern basis. As at the date of approval of the consolidated
financial statements of the CIECH Group and separate financial statements of CIECH S.A., no facts or circumstances are known
that would indicate any threat to the CIECH Group and CIECH S.A. continuing as going concerns. References to accounting
policies applied in the preparation of the consolidated financial statements of the CIECH Group and separate financial
statements of CIECH S.A. have been presented, respectively, in notes: 1.4 to the Consolidated financial statements of the
CIECH Group and 1.4 to the Separate financial statements of CIECH S.A.
4.2 REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP
In 2021, the CIECH Group generated for continuing operations:
3,459.9
2,975.7
2021 2020
Sales revenues
PLN
726,6
585.3
2021 2020
EBITDA (A)
PLN 3.5 billion
of sales revenues
PLN 727 million
EBITDA (A)
FINANCIAL POSITION
OF THE CIECH GROUP AND CIECH S.A.
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74
In 2021, the Group’s results were most significantly shaped by:
Positive developments:
• Continuous internal efforts to neutralise the effects of the COVID-19 pandemic, such as:
o improvement of the product mix and a particular focus on high-margin products,
o taking action and securing external long-term financing for the Group,
o discipline in terms of fixed costs and working capital,
o reviewing and implementing stricter credit policies for customers,
o implementation of business continuity plans and safety procedures to minimise the risk of infection outbreaks
at the Group's plants, thanks to which the plants continued their production and operational activities without
interruption throughout the pandemic,
o taking actions and strategic decisions to accelerate the Group's reduction of greenhouse gases and to acceler-
ate the decarbonisation of the Soda Segment's production processes.
• In the Soda Segment: intensified activities in the SPOT market and increases of contract prices carried out in the fourth
quarter of 2021 to maintain margins in view of higher commodity and EUA prices.
• Commercialisation of top-quality sodium bicarbonate plant (higher plant volume in Germany), introduction of top-
quality sodium bicarbonate used for haemodialysis.
• Expansion of the salt product range – salt licks together with product rebranding.
• In the Agro Segment, the market success of the new herbicide, Halvetic, based on the innovative Better Glyphosate
Technology (BGT).
• Attracting new foam customers with high purchasing potential.
• Improving the quality of glassy sodium silicate with the commissioning of a state-of-the-art new furnace in Kunice.
Negative developments:
• Massive price increases for energy commodities (coal, gas, electricity) on the global market.
• Continuing high prices for EUA certificates.
• Difficulties related to the availability of raw materials, in particular coal.
• Disruptions in the furniture industry that determine demand for foam.
• Availability problems and delays in the supply of raw materials and products from China.
In 2021, from continuing operations, the CIECH Group generated sales revenues in the amount of PLN 3,459,915 thousand
and adjusted EBITDA of PLN 726,614 thousand. Net profit on continuing operations reached PLN 229,769 thousand, net cash
increased by PLN 350,009 thousand and total assets amounted to PLN 7,145,820 thousand as at the end of 2021.
On 1 March 2021, 100% of the share capital of CIECH Żywice Sp. z o.o. was sold to LERG S.A. Figures of CIECH Żywice Sp. z o.o.
and results of the CIECH Group companies (including CIECH S.A.) generated from transactions with the entity reported under
discontinued operations are reported as discontinued operations. EBITDA on discontinued operations for 2021 amounted to
PLN 6,927 thousand and decreased by PLN 12,766 thousand compared to 2020, when it amounted to PLN 19,693 thousand.
The net profit on discontinued operations (including the gain on the sale of shares) stood at PLN 61,868 thousand for 2021
and PLN 4,846 thousand for the corresponding period.
Forecast performance of the CIECH Group
On 22 April 2021, the CIECH Group published a forecast of results for 2021. The Management Board of CIECH S.A. forecast
that in 2021 the CIECH Group will achieve:
• consolidated sales revenues: between PLN 3,125 million and PLN 3,285 million; consolidated sales revenues earned
amounted to PLN 3,460 million;
• consolidated adjusted EBITDA: between PLN 700 million and PLN 735 million; consolidated adjusted EBITDA earned
amounted to PLN 727 million.
All projected results of the CIECH Group were achieved.
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75
4.2.1 STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP
TABLE 4: CONSOLIDATED STATEMENT OF PROFIT OR LOSS
2021
2020
Change
2021/2020
CONTINUING OPERATIONS
Sales revenues
3,459,915
2,975,733
16.3%
Cost of sales
(2,812,342)
(2,345,067)
(19.9%)
Gross profit/(loss) on sales
647,573
630,666
2.7%
Selling costs
(229,101)
(173,146)
(32.3%)
General and administrative expenses
(243,319)
(170,624)
(42.6%)
Other operating income/expense
180,618
(36,928)
-
Operating profit/(loss)
355,771
249,968
42.3%
Net financial income/expenses
(83,648)
(61,674)
(35.6%)
Share of profit of equity-accounted investees
27
(161)
-
Income tax
(42,381)
(64,949)
34.7%
Net profit/(loss) on continuing operations
229,769
123,184
86.5%
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations
61,868
4,846
1176.7%
Net profit / (loss) for the period
291,637
128,030
127.8%
including:
Net profit/(loss) attributed to non-controlling interest
(781)
(1,247)
37.4%
Net profit/(loss) attributable to shareholders of the parent company
292,418
129,277
126.2%
EBITDA from continuing operations
730,411
583,248
25.2%
Adjusted EBITDA from continuing operations*
726,614
585,332
24.1%
*Principles of calculating EBITDA and adjusted EBITDA have been described in section “Ratio calculation methodology”.
Sales revenues
Consolidated sales revenues net from continuing operations of the CIECH Group for 2021 amounted to
PLN 3,459,915 thousand. Compared to the previous year, revenues increased by PLN 484,182 thousand (i.e. by 16.3%). Among
other factors, the increase was driven by higher sales of BGT-based crop protection products, higher sales of foams, higher
sales of electricity on the back of rising prices.
Gross profit on sales
Cost of goods sold for 2021 amounted to PLN 2,812,342 thousand, which represents an increase by PLN 467,275 thousand
(i.e. by 19.9%) compared to the cost of goods sold in 2020, amounting to PLN 2,345,067 thousand. This increase is mainly
driven by higher sales in each of the operating segments.
Operating profit/loss
Selling costs for 2021 amounted to PLN 229,101 thousand which represents an increase by PLN 55,955 thousand (i.e. by
32.3%), compared to PLN 173,146 thousand in 2020. Selling costs accounted for 6.6% of sales revenues for 2021. This increase
was driven, among other factors, by higher transport costs for raw materials and finished goods.
General and administrative expenses for 2021 amounted to PLN 243,319 thousand which is an increase by PLN 72,695
thousand (i.e. by 42.6%) as compared to PLN 170,624 thousand in 2020. The increase is attributable, among other things, to
the recognition of a provision for an incentive scheme for key executives, as the estimates made at the end of 2021
substantiated the probability of distributions from the above plan.
Other operating income for 2021 amounted to PLN 238,395 thousand which represents an increase by PLN 161,447 thousand
(i.e. by 209.8%), compared to the amount of PLN 76,948 thousand for 2020. The year-on-year change is mainly due to the
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
76
fact that in 2021 the Romanian company and German SDC Group sold their surplus CO
2
certificates. Moreover, CIECH Soda
Polska S.A. received compensation for the costs of purchasing emission allowances and refund of excise tax.
Other operating expenses for 2021 amounted to PLN 57,777 thousand which represents a decrease by PLN 56,099 thousand
from 2020, when these expenses amounted to PLN 113,876 thousand. The year-on-year decrease in other operating expenses
results mainly from lower costs of idle capacity at CIECH Soda Romania S.A. following the hibernation of the plant at the end
of the third quarter of 2019, lower impairment losses on trade receivables reflecting a more strict credit policy for customers,
a lower level of provisions recognised for liabilities.
Operating profit for 2021 stood at PLN 355,771 thousand, whereas in the comparative period it reached
PLN 249,968 thousand.
Financing activities and net profit/loss
Financial income for 2021 amounted to PLN 26,714 thousand and recorded a decrease compared to the corresponding period
of the preceding year, when it amounted to PLN 58,475 thousand.
Financial expenses for 2021 amounted to PLN 110,362 thousand and recorded a decline as compared to the preceding year,
when they amounted to PLN 120,149 thousand. The net effect of financing activities in 2021 was negative and amounted to
PLN 83,648 thousand, which was mainly caused by valuation of derivative instruments, foreign exchange losses (high foreign
exchange gains in the corresponding period), commissions and bank charges.
The CIECH Group's income tax for 2021 stood at PLN 42,381 thousand. The tax for 2020 amounted to PLN 64,949 thousand.
The consolidated net profit for 2021 amounted to PLN 291,637 thousand (of which PLN 292,418 thousand was a net profit
attributable to the shareholders of the parent company and PLN -781 thousand was the loss of non-controlling shares).
EBITDA
1
TABLE 5: CONSOLIDATED EBITDA OF THE CIECH GROUP
2021
2020
Net profit/(loss) on continuing operations
229,769
123,184
Income tax
42,381
64,949
Share of profit / (loss) of equity-accounted investees
(27)
161
Financial expenses
110,362
120,149
Financial income
(26,714)
(58,475)
Amortisation/depreciation
374,640
333,280
EBITDA on continued operations
730,411
583,248
EBITDA on discontinued operations
6,927
19,693
EBITDA on continued and discontinued operations
737,338
602,941
EBITDA from continuing operations for 2021 amounted to PLN 730,411 thousand which represents an increase by
PLN 147,163 thousand from the amount of PLN 583,248 thousand earned in 2020. EBITDA increased mainly due to higher
result on other operating activities.
The EBIT margin ratio amounted to 10.3% at the end of 2021 (8.4% in the preceding year) and the EBITDA margin ratio
amounted to 21.1% (19.6% in the preceding year). The adjusted EBIT margin ratio amounted to 10.2% at the end of 2021
(8.5% in the preceding year) and the adjusted EBITDA margin ratio amounted to 21.0% (19.7% in the preceding year).
1
EBITDA is the net profit/loss for a financial year plus income tax plus a share in net profit of subordinated entities evaluated with the equity method plus financial
costs/income plus profit/loss on sale of a discontinued operation plus amortisation and depreciation. EBITDA is not a liquidity ratio or business performance ratio
calculated in accordance with IFRS. EBITDA should be viewed as a supplement not as a substitute for the business performance presented in accordance with
IFRS. EBITDA is a useful ratio of the ability to incur and service debt. EBITDA and similar ratios are used by different companies for different purposes and are
often calculated in a manner adapted to the conditions in which these companies exist. Care needs to be exercised when comparing EBITDA with EBITDA of other
companies.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
77
EBITDA on discontinued operations comprises EBITDA of CIECH Żywice Sp. z o.o. (for the period of presence in the CIECH
Group until 1 March 2021) and EBITDA of CIECH Group companies (including CIECH S.A.) earned from transactions with CIECH
Żywice Sp. z o.o.
Adjusted EBITDA
Adjusted EBITDA
2
is another additional ratio of operating performance. Adjusted EBITDA is EBITDA adjusted for
costs/revenues that were classified by the management as one-off due to their nature. Adjusted EBITDA is a key ratio used
in the Group to assess its performance.
TABLE 6: ADJUSTED EBITDA OF THE CIECH GROUP
2021
2020
EBITDA on continued operations
730,411
583,248
One-offs including:
(3,797)
2,084
Impairment (a)
262
3,597
Cash items (b)
(4,195)
(6,324)
Non-cash items (without impairment) (c)
136
4,811
Adjusted EBITDA from continued operations
726,614
585,332
Adjusted EBITDA from discontinued operations
6,951
18,883
Adjusted EBITDA from continued and discontinued operations
733,565
604,215
(a) Impairment losses are associated with the recognition/reversal of impairment write-downs of assets value.
(b) Cash items include, among others, profit/loss of the sale of property, plant and equipment and other items (including fees and
compensations received or paid).
(c) Non-cash items include: fair value measurement of investment properties, environmental provisions, provisions for liabilities and
compensation, costs of unused production capacity, costs of development activities written-off and other items (including extraordinary costs
and other provisions).
4.2.2 FINANCIAL PERFORMANCE BY OPERATING SEGMENT OF THE CIECH GROUP
During 2021, the CIECH Group's activities were focused on five operating segments: Soda, Agro, Foams, Silicates, Packaging.
Additionally, financial performance reported includes figures for the “other operations” segment, corporate functions and
consolidation exclusions. The structure of sales revenues, by business segment, has not changed significantly in comparison
with 2020. Invariably, the largest share in revenues was attributed to the sales of Soda Segment products (soda ash sodium
bicarbonate and salt), i.e. 66%.
SODA SEGMENT
Soda ash | Sodium bicarbonate | Salt
of the CIECH Group’s
revenues in 2021
2
Other companies may calculate adjusted EBITDA in a manner different from the manner applied by the CIECH Group. Adjusted EBITDA is not a measure of
financial performance under IFRS and is therefore not audited. It should not be used as a ratio of liquidity or as an alternative to operating profit or net profit for
a year or as another measure of results calculated in accordance with IFRS.
66%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
78
FIGURE 32: REVENUES AND ADJUSTED EBITDA IN THE SODA SEGMENT OF THE CIECH GROUP
In 2021, the Group’s results in the Soda Segment were most significantly shaped by:
Positive developments:
• Economic recovery and increased demand for Soda Segment products in the second half of 2021.
• China has become a net importer of Soda ash, which results in the relocation of some of Turkey's soda exports to the
Chinese market.
• Intensified activities in the SPOT market and increases of contract prices carried out in the fourth quarter of 2021 to
maintain margins in view of higher commodity and EUA prices.
• Higher electricity sales in Germany due to rising market prices.
• Commercialisation of top-quality sodium bicarbonate plant (higher plant volume in Germany), introduction of top-qual-
ity sodium bicarbonate used for haemodialysis.
• Higher sales volume of calcium chloride.
• Taking advantage of the positive economic climate during the 2021 contracting period, efficient volume reallocation
resulting in significant price increases in 2021 (above market).
• Improvement of business analytics with the introduction of business intelligence tools.
• Expansion of the salt product range – salt licks together with product rebranding.
• Gradual increase in production capacity at the saltworks in Stassfurt.
• Launch of sales of electrolysis salts from the Stassfurt plant.
• Optimisation of variable costs, particularly in packaging.
Negative developments:
• Increased prices of CO
2
emission allowances (EUA certificates).
• Price increases for energy commodities (coal, gas, electricity) on the global market.
• Difficulties related to the availability of raw materials, in particular coal.
• Higher transport costs for raw materials and finished goods due to, among other factors, inflationary pressures.
• Increase in the price of fuel raw materials (coke and anthracite).
• Boiler failures resulting in temporary disturbances in continuity of process steam supply – mainly July 2021.
• Low demand in the HoReCa sector in the first half of the year for salt products due to the temporary closure of swimming
pools, restaurants, hotels, guest houses – salt tablets, table salt, granules.
• Increase in steam and electricity generation costs due to rising coal prices and CO
2
emission costs.
TABLE 7: THE CIECH GROUP’S PERFORMANCE IN THE SODA SEGMENT
2021
2020
Change
2021/2020
Change
%
% of total
revenues
in 2021
% of total
revenues
in 2020
Sales revenues
2,273,400
2,088,270
185,130
8.9%
65.6%
70.1%
Dense soda ash
1,104,737
1,159,682
(54,945)
(4.7%)
31.9%
39.0%
Light soda ash
357,574
269,129
88,445
32.9%
10.3%
9.0%
Salt
183,466
183,468
(2)
(0.0%)
5.3%
6.2%
2,273.4
2,088.3
2021 2020
Revenues
PLN
590.7
510.1
2021 2020
EBITDA (A)
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
79
2021
2020
Change
2021/2020
Change
%
% of total
revenues
in 2021
% of total
revenues
in 2020
Sodium bicarbonate
219,135
193,001
26,134
13.5%
6.3%
6.5%
Energy
210,472
146,955
63,517
43.2%
6.1%
4.9%
Calcium chloride
30,889
17,809
13,080
73.4%
0.9%
0.6%
Other products
89,937
60,999
28,938
47.4%
2.6%
2.0%
Revenues from inter-segment transactions
77,190
57,227
19,963
34.9%
2.2%
1.9%
Gross profit /(loss) on sales
360,384
451,473
(91,089)
(20.2%)
EBITDA
593,036
506,852
86,184
17.0%
Adjusted EBITDA
590,680
510,090
80,590
15.8%
Sales in the Soda Segment for 2021 amounted to PLN 2,273,400 thousand which represents an increase by
PLN 185,130 thousand (i.e. by 8.9%) as compared to sales for 2020, amounting to PLN 2,088,270 thousand. The increase was
due to higher sales of sodium bicarbonate, energy as a result of higher prices, higher sales volumes of calcium chloride.
The gross profit on sales in the Soda Segment for 2021 amounted to PLN 360,384 thousand compared to PLN 451,473
thousand for 2020. The detailed reasons for the changes are described above.
AGRO SEGMENT
Crop protection products
of the CIECH Group’s
revenues in 2021
FIGURE 33: REVENUES AND ADJUSTED EBITDA IN THE AGRO SEGMENT OF THE CIECH GROUP
In 2021, the Group’s results in the Agro Segment were most significantly shaped by:
Positive developments:
• The market success of the new herbicide, Halvetic, based on the innovative Better Glyphosate Technology (BGT).
• Predictable commercial policy to maintain good relationships with key distributors, allowing for margin expansion
• Optimisation of the S&OP (Sales and Operations Planning) process, purchasing policy well correlated with the situation
in the market for the products being sold.
• New registrations and label extensions in, among others, southern European countries.
Negative developments:
• Availability problems and delays in the supply of raw materials and products from China due to the ongoing COVID-19
pandemic.
• Increase in raw material prices, mainly driven by high demand in Asian markets.
486.9
366.2
2021 2020
Revenues
PLN
14%
41.1
2021 2020
EBITDA (A)
114.9
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
80
TABLE 8: THE CIECH GROUP’S PERFORMANCE IN THE AGRO SEGMENT
2021
2020
Change
2021/2020
Change
%
% of total
revenues
in 2021
% of total
revenues
in 2020
Sales revenues
486,989
366,174
120,815
33.0%
14.1%
12.3%
Agro products
486,925
365,490
121,435
33.2%
14.1%
12.3%
Revenues from inter-segment transactions
64
684
(620)
(90.6%)
0.0%
0.0%
Gross profit /(loss) on sales
146,615
81,071
65,544
80.8%
EBITDA
115,760
37,930
77,830
205.2%
Adjusted EBITDA
114,901
41,128
73,773
179.4%
Sales in the Agro Segment for 2021 amounted to PLN 486,989 thousand which represents an increase by PLN 120,815
thousand (i.e. by 33.0%) as compared to sales for 2020, amounting to PLN 366,174 thousand.
The gross profit on sales in the Agro Segment for the year ended 31 December 2021 amounted to PLN 146,615 thousand and
was higher than in 2020. Adjusted EBITDA increased by PLN 73,773 thousand from 2020. The detailed reasons for the changes
are described above.
FOAMS SEGMENT
Polyurethane foams
of the CIECH Group’s
revenues in 2021
FIGURE 34: REVENUES AND ADJUSTED EBITDA IN THE FOAMS SEGMENT OF THE CIECH GROUP
In 2021, the Group’s results in the Foams Segment were most significantly shaped by:
Positive developments:
• Optimisation of the mix of products offered given the shortage of raw materials.
• Attracting new customers with high purchasing potential.
• Efficient stock management, mitigating the effect of price fluctuations.
Negative developments:
• Decreased availability and higher prices of strategic raw materials, resulting in limited production of PUR foams.
• Disruptions in the furniture industry that determine demand for foam.
• Deterioration in the furniture and automotive industries, direct dependence of demand for flexible polyurethane
foams on the situation in target industries, i.e. furniture and automotive industries.
• Limited availability of raw material, limiting sales volumes.
390.0
267.8
2021 2020
Revenues
PLN
65.3
37.5
2021 2020
EBITDA (A)
11%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
81
TABLE 9: THE CIECH GROUP’S PERFORMANCE IN THE FOAMS SEGMENT
2021
2020
Change
2021/2020
Change
%
% of total
revenues
in 2021
% of total
revenues
in 2020
Sales revenues
390,037
267,815
122,222
45.6%
11.3%
9.0%
Polyurethane foams
389,953
267,733
122,220
45.6%
11.3%
9.0%
Revenues from inter-segment transactions
84
82
2
2.4%
0.0%
0.0%
Gross profit /(loss) on sales
79,361
45,627
33,734
73.9%
EBITDA
65,240
37,633
27,607
73.4%
Adjusted EBITDA
65,331
37,494
27,837
74.2%
Sales in the Foams Segment for 2021 amounted to PLN 390,037 thousand which represents an increase by PLN 122,222
thousand (i.e. by 45.6%) as compared to sales for 2020, amounting to PLN 267,815 thousand.
The gross profit on sales in the Foams Segment for the year ended 31 December 2021 amounted to PLN 79,361 thousand
compared to PLN 45,627 thousand for the year ended 31 December 2020.
SILICATES SEGMENT
Water glass | Silicates
of the CIECH Group’s
revenues in 2021
FIGURE 35: REVENUES AND ADJUSTED EBITDA IN THE SILICATES SEGMENT OF THE CIECH GROUP
In 2021, the Group’s results in the Silicates Segment were most significantly shaped by:
Positive developments:
• Limited imports of higher-processed silicates from Asia as a result of a sharp increase in ocean freight costs and problems
with on-time delivery.
• Improving the quality of glassy sodium silicate with the commissioning of a state-of-the-art new furnace in Kunice.
• Increased price competitiveness in the European market following the depreciation of PLN.
• Higher sales of glassy silicates and potassium water glass due to capacity reductions in Europe.
Negative developments:
• Increase in and volatility of gas prices.
• Soda price increase even though the prices remained unchanged according to IHS.
TABLE 10: THE CIECH GROUP’S PERFORMANCE IN THE SILICATES SEGMENT
2021
2020
Change
2021/2020
Change
%
% of total
revenues
in 2021
% of total
revenues
in 2020
Sales revenues
238,155
172,081
66,074
38.4%
6.9%
5.8%
Sodium silicates
228,099
163,773
64,326
39.3%
6.6%
5.5%
238.2
172.1
2021 2020
Revenues
PLN
30.4
26.0
2021 2020
EBITDA (A)
7%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
82
2021
2020
Change
2021/2020
Change
%
% of total
revenues
in 2021
% of total
revenues
in 2020
Potassium silicates
9,750
8,070
1,680
20.8%
0.3%
0.3%
Other products
109
9
100
1111.1%
0.0%
0.0%
Revenues from inter-segment transactions
197
229
(32)
(14.0%)
0.0%
0.0%
Gross profit /(loss) on sales
52,964
39,220
13,744
35.0%
EBITDA
29,917
26,067
3,850
14.8%
Adjusted EBITDA
30,375
25,964
4,411
17.0%
Sales in the Silicates Segment for 2021 amounted to PLN 238,155 thousand which represents an increase by PLN 66,074
thousand(i.e. by 38.4%) as compared to sales for 2020, amounting to PLN 172,081 thousand. This decrease was driven by
sales of sodium silicates.
The gross profit on sales in the Silicates Segment for 2021 amounted to PLN 52,964 thousand compared to PLN 39,220
thousand for the year ended 31 December 2020.
FIGURE 36: REVENUES AND ADJUSTED EBITDA IN THE PACKAGING SEGMENT OF THE CIECH GROUP
In 2021, the Group’s results in the Packaging Segment were most significantly shaped by:
Positive developments:
• Return to a stable market as a result of the gradual reduction in the impact of COVID-19 – until November 2021, vigil
light manufacturers kept a high stock of goods.
• Change in the packaging product structure towards higher margin products.
• Optimisation of the raw material mix to improve quality and reduce costs, as well as reducing waste.
Negative developments:
• Increased competition in the glass packaging area of the market, mainly from eastern directions, which resulted in a
narrowing of the product range in the group of jars and lanterns and a focus on high-margin products.
• Increase in and volatility of gas prices.
74.8
67.1
2021 2020
Revenues
PLN
16.9
22.0
2021 2020
EBITDA (A)
PACKAGING SEGMENT
Glass products
of the CIECH
Group’s revenues
in 2021
2%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
83
TABLE 11: THE CIECH GROUP’S PERFORMANCE IN THE PACKAGING SEGMENT
2021
2020
Change
2021/2020
Change
%
% of total
revenues
in 2021
% of total
revenues
in 2020
Sales revenues
74,786
67,054
7,732
11.5%
2.1%
4.2%
Glass packaging
73,652
67,051
6,601
9.8%
2.1%
2.3%
Revenues from inter-segment transactions
1,134
3
1,131
37700.0%
0.0%
1.9%
Gross profit /(loss) on sales
22,425
23,002
(577)
(2.5%)
EBITDA
18,167
20,608
(2,441)
(11.8%)
Adjusted EBITDA
16,929
22,020
(5,091)
(23.1%)
Sales in the Packaging Segment for 2021 amounted to PLN 74,786 thousand which represents an increase by PLN 7,732
thousand (i.e. by 11.5%) as compared to sales for 2020, amounting to PLN 67,054 thousand.
The gross profit on sales in the Packaging Segment for 2021 amounted to PLN 22,425 thousand compared to PLN 23,002
thousand for the year ended 31 December 2020.
OTHER ACTIVITIES SEGMENT
Services | Distribution | Sale and management of real property
Sales in the Other Activities Segment for 2021 amounted to PLN 91,552 thousand which represents a decrease by PLN 36,330
thousand (i.e. by 28.4%) as compared to sales for 2020, amounting to PLN 127,882 thousand.
The gross loss on sales in the Other Activities Segment for the year ended 31 December 2021 amounted to PLN -902 thousand
compared to gross profit of PLN 10,267 thousand for the year ended 31 December 2020.
4.2.3 ASSET POSITION OF THE CIECH GROUP
TABLE 12: BASIC CONSOLIDATED BALANCE SHEET DATA
31.12.2021
31.12.2020
Change 2021/2020
Total assets
7,145,820
5,915,543
20.8%
Total non-current assets
4,798,205
4,251,347
12.9%
Total current assets
2,347,615
1,664,196
41.1%
Inventory
422,506
348,989
21.1%
Short-term intangible assets
403,434
185,220
117.8%
Current receivables
619,902
504,268
22.9%
Cash and cash equivalents
799,023
443,886
80.0%
Short-term financial assets
102,382
19,863
415.4%
Non-current assets held for sale
368
161,970
(99.8%)
Total equity
2,396,931
2,118,538
13.1%
Equity attributable to shareholders of the parent
2,400,707
2,120,615
13.2%
Non-controlling interest
(3,776)
(2,077)
(81.8%)
Total non-current liabilities
2,542,124
401,146
533.7%
Total current liabilities
2,206,765
3,395,859
(35.0%)
*Restated data. For detailed information on the restatement, see Note 1.5.1 to the Consolidated Financial Statements of the CIECH Group for 2021.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
84
Assets
As at the end of December 2021, the Group’s non-current assets amounted to PLN 4,798,205 thousand. As compared to the
balance as at 31 December 2020, the value of non-current assets increased by PLN 546,858 thousand. This change was mainly
driven by further investments in non-current assets in companies, including the construction of the saltworks in the German
company, CIECH Salz Deutschland GmbH.
The Group's current assets amounted to PLN 2,347,615 thousand as at 31 December 2021.
Compared to the end of December 2020, the value of current assets increased by PLN 683,419 thousand.
This change resulted from, among other factors:
• sale of CIECH Żywice Sp. z o.o., whose assets were reported as non-current assets and groups held for sale.
• recognition of the valuation of greenhouse gas emission allowances granted in the balance sheet (previously the allow-
ances were recognised on an off-balance sheet basis – for details of the change in accounting policy see Note 1.5.1 to
the Consolidated Financial Statements of the CIECH Group for 2021),
• higher balance of cash accumulated in companies,
• higher valuations of financial instruments,
• lower balance of trade receivables following the implementation of more restrictive credit policy for customers,
• higher inventories mainly as a result of increased inventories in the Agro Segment.
Capital resources
The sources of liquidity include cash flows generated from operating activities, cash from the sale of assets, cash from EU
grants for capital expenditure, cash available due to the revolving credit facility agreement and overdraft facilities. The Group
also uses factoring agreements.
Liabilities
As at 31 December 2021, the CIECH Group's liabilities (total non-current and current) amounted to PLN 4,748,889 thousand,
which is an increase compared to the end of December 2020 by PLN 951,884 thousand (i.e. by 25%).
The debt ratio amounted to 66.5% as at 31 December 2021 (at the end of December 2020 to 64.2%). The consolidated net
debt of the Group amounted to PLN 1,300,786 thousand as at 31 December 2021 and decreased in comparison to the balance
as at the end of December 2020 by PLN 392,436 thousand. The lower level of this debt was driven by lower utilisation of
available credit limits and a high balance of cash in bank accounts.
Debt instruments currently used
The Group’s sources of debt financing include: term loan, revolving credit, overdraft as well as lease liabilities. Additional
information about the management of financial resources is provided in Section 4.5.
4.2.4 CASH POSITION OF THE CIECH GROUP
TABLE 13: CONSOLIDATED CASH FLOWS OF THE CIECH GROUP
2021
2020
Change
2021/2020
Net cash from operating activities
1,278,917
767,186
66.7%
Net cash from investment activities
(707,366)
(833,999)
15.2%
Net cash from financial activities
(221,542)
211,697
-
Total net cash flows
350,009
144,884
141.6%
Free cash flow
571,551
(66,813)
-
In 2021, total net cash flows were positive and amounted to PLN 350,009 thousand. Compared to the same period of the
previous year, the cash flows generated by the Group were higher by PLN 205,125 thousand. Cash flows from operating
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
85
activities amounted to PLN 1,278,917 thousand and increased as compared to the same period in 2020 by PLN 511,731
thousand.
In 2021, the net cash flows from investing activities were negative, which was mainly the result of expenses for an investment
programme implemented by the Group. The net cash from financing activities was negative and amounted to PLN 221,542
thousand. As compared to 2020, they were lower by PLN 433,239 thousand. The balance of cash from financing activities
resulted mainly from funds obtained from credit facilities and repayment of lease liabilities, as well as the payment of a
dividend to the shareholders of CIECH S.A. in the amount of PLN 158,099 thousand.
TABLE 14. ABILITY TO GENERATE CASH FLOWS OF THE CIECH GROUP
2021
2020
Financial surplus ((net profit/(loss) on continuing operations + depreciation)
666,277
466,639
Other adjustments to net profit/(loss) on continuing operations
85,939
(57,327)
Adjusted financial surplus (1+2)
752,216
409,312
Change in working capital
526,701
357,874
Net cash from operating activities (3+4)
1,278,917
767,186
Net cash from investing activities
(707,366)
(833,999)
Free cash flow (5+6)
571,551
(66,813)
In 2021, the CIECH Group generated positive free cash flows, which means that it was able to finance its capital expenditure
with cash flows generated on operating activities.
4.2.5 SELECTED FINANCIAL RATIOS AND WORKING CAPITAL OF THE CIECH GROUP
Liquidity of the CIECH Group
Liquidity ratios as at 31 December 2021 increased significantly as compared to their level as at 31 December 2020. The current
ratio, calculated as the ratio of total current assets to total current liabilities, amounted to 1.06 as at 31 December 2021,
while the quick liquidity ratio amounted to 0.87.This is due to the non-fulfilment of the ratio level set in the facility agreement
at the end of 2020.
TABLE 15: LIQUIDITY RATIOS OF THE CIECH GROUP
31.12.2021
31.12.2020
Current ratio
1.06
0.49
Quick ratio
0.87
0.39
Working capital of the CIECH Group
As at the end of 2021, working capital, defined as the difference between current assets and short-term liabilities, adjusted
by relevant balance sheet items (cash and cash equivalents and short-term loans) was negative and amounted to PLN 642,323
thousand, which is a decrease by PLN 467,644 thousand compared to the end of 2020.
TABLE 16: WORKING CAPITAL OF THE CIECH GROUP
31.12.2021
31.12.2020
1. Current assets, including:
2,347,615
1,664,196
Inventory
422,506
348,989
Trade receivables and services and advances for deliveries
255,086
203,249
2. Cash and cash equivalents and short-term investments
901,405
463,749
3. Adjusted current assets (1-2)
1,446,210
1,200,447
4. Current liabilities, including:
2,206,765
3,395,859
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
86
31.12.2021
31.12.2020
Trade liabilities and advances taken
615,770
492,999
5. Short-term credits and other current financial liabilities*
118,232
2,020,733
6. Adjusted current liabilities (4-5)
2,088,533
1,375,126
7. Working capital including short-term credits(1-4)
140,850
(1,731,663)
8. Working capital (3-6)
(642,323)
(174,679)
9. Trade working capital
61,822
59,239
* Other short-term financial liabilities include current lease liabilities + current derivative liabilities + factoring liabilities.
Trade working capital is the difference between current assets (trade receivables and inventory) and trade liabilities. The
recorded levels of working capital and trade working capital vary due to a number of factors such as the change in the scale
of business, changes in key suppliers’ payment terms, foreign exchange rates, the Group companies’ strategic decisions
regarding inventory maintenance and the seasonal nature of operations (in particular in the crop protection chemicals
business).
The trade working capital was maintained at last year's level – PLN 61,822 thousand compared to PLN 59,239 thousand as at
the end of the previous year, but the figures for individual items changed relative to 2020. At present, the Group maintains a
lower level of trade receivables, a higher level of inventories and short-term liabilities due to an increase in the level of reverse
factoring and higher purchase costs for raw materials, mainly gas and raw materials for the production of crop protection
chemicals.
In order to ensure adequate financial liquidity, the Group has the access to a revolving credit facility and factoring limits.
The CIECH Group’s profitability ratios
In 2021, most profitability ratios of the CIECH Group in respect of the continuing operations increased or remained relatively
flat as compared to 2020.
TABLE 17: THE GROUP’S PROFITABILITY RATIOS
2021
2020
Change
2021/2020
CONTINUING OPERATIONS
Gross return on sales
18.7%
21.2%
(2,5) p.p.
Return on sales
5.1%
9.6%
(4,5) p.p.
EBIT margin
10.3%
8.4%
1,9 p.p.
EBITDA margin
21.1%
19.6%
1,5 p.p.
Adjusted EBIT margin
10.2%
8.5%
1,7 p.p.
Adjusted EBITDA margin
21.0%
19.7%
1,3 p.p.
Net return on sales (ROS)
6.6%
4.1%
2,5 p.p.
Return on assets (ROA)
3.2%
2.4%
0,8 p.p.
Return on equity (ROE)
9.6%
5.8%
3,8 p.p.
Earnings/(loss) per share (in PLN) from continuing operations
4.37
2.36
2,01
* Principles of calculating EBITDA and adjusted EBITDA have been described in section “Ratio calculation methodology”.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
87
FIGURE 37: PROFITABILITY LEVELS OF THE CIECH GROUP
EBITDA (A) – adjusted EBITDA – excluding one-off events reported in particular quarters.
Indebtedness
The debt ratio increased in comparison to December 2020 and amounts to 66.5%. On the other hand, the relative level of net
debt (net financial liabilities in relation to EBITDA) decreased as compared to the end of 2020.
TABLE 18: THE CIECH GROUP’S DEBT RATIOS
31.12.2021
31.12.2020
Change
2021/2020
Debt ratio
66.5%
64.2%
2.3p.p.
Long term debt ratio
35.6%
6.8%
28.8p.p.
Debt to equity ratio
198.1%
179.2%
18.9p.p.
Equity to assets ratio
33.5%
35.8%
(2.3) p.p.
Gross debt
2,086,705
2,137,108
(2.4%)
Net debt
1,300,786
1,693,222
(23.2%)
EBITDA annualized
730,411
583,248
25.2%
Adjusted EBITDA (annualised)
726,614
585,332
24.1%
Net debt / EBITDA annualized
1.8
2.9
(38.7%)
Net debt / Adjusted EBITDA (annualised)
1.8
2.9
(38.1%)
Gross debt / EBITDA annualised
2.9
3.7
(22.0%)
Gross debt / Adjusted EBITDA (annualised)
2.9
3.7
(21.3%)
Net financial liabilities in accordance with the Loan Agreement
1,177,507
1,531,317
(23.1%)
Adjusted (annualized) EBITDA in accordance with the Loan Agreement
721,358
625,396
15.3%
Net financial liabilities / adjusted EBITDA (annualized)
in accordance with the Loan Agreement
1.63
2.45
(33.3%)
*Principles of calculating EBITDA and adjusted EBITDA have been described in section “Ratio calculation methodology”.
0%
5%
10%
15%
20%
25%
30%
-
50
100
150
200
250
Q4, 2018 Q1, 2019 Q2, 2019 Q3, 2019 Q4, 2019 Q1, 2020 Q2, 2020 Q3, 2020 Q4, 2020 Q1, 2021 Q2, 2021 Q3, 2021 Q4, 2021
EBITDA (A) EBITDA (A) profitability
PLN
million
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
88
FIGURE 38: DEBT OF THE CIECH GROUP (IN PLN MILLION) AND NET DEBT/EBITDA (A) RATIO
The ratio “Net financial liabilities / Adjusted (annualised) EBITDA in accordance with the Syndicated Facilities Agreement” is
calculated in accordance with the following principles:
• net debt in accordance with the Syndicated Facilities Agreement do not include, among others, liabilities related to
contracts classified as operating leases (before the implementation of IFRS 16 “Leases") in the amount of
PLN 138 million and do not include liabilities due to negative valuation of financial instruments in the amount of
PLN 66 million,
• adjusted EBITDA, in accordance with the Syndicated Facilities Agreement, takes into account EBITDA (less items
related to disposal of assets related to discontinued operations) in the total amount of PLN 729 million and is ad-
justed for, inter alia, impairment losses on receivables and inventories, changes in provisions, disposal of or impair-
ment losses on fixed assets, restructuring costs in the amount of approximately PLN 8 million.
The ratio calculated on the basis of the definitions in the Syndicated Facilities Agreement is 1.6 as at 31 December 2021 and
is lower by 0.2 compared to the ratio calculated in the consolidated financial statements.
4.2.6 GROUP’S PERFORMANCE IN THE 4
TH
QUARTER OF 2021
TABLE 19: CIECH GROUP’S PERFORMANCE IN THE 4
TH
QUARTER OF 2021
01.10.-31.12.2021*
01.10.-31.12.2020*
CONTINUING OPERATIONS
Sales revenues
992,065
804,165
Cost of sales
(870,820)
(640,830)
Gross profit/(loss) on sales
121,245
163,335
Other operating income
126,991
35,774
Selling costs
(65,051)
(55,576)
General and administrative expenses
(105,081)
(23,448)
Other operating expenses
(17,674)
(49,790)
Operating profit/(loss)
60,430
70,295
Financial income
12,447
28,262
Financial expenses
(35,221)
(40,441)
Net financial income/(expenses)
(22,774)
(12,179)
Share of profit / (loss) of equity-accounted investees
4
(237)
Profit/(loss) before tax
37,660
57,879
Income tax
21,030
(5,484)
Net profit/(loss) on continuing operations
58,690
52,395
DISCONTINUED OPERATIONS
-
-
Net profit/(loss) on discontinued operations
(672)
(554)
1,261
1,479
1,213
1361
1196
937
1502
1522
1693
1301
3,5
2,7
2,3
1,8
1,4
1,2
2,4
2,4
2,9
1,8
0,5
1
1,5
2
2,5
3
3,5
4
4,5
5
5,5
6
0
500
1 000
1 500
2 000
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Debt (PLN million) Net debt/ EBITDA (A)
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
89
01.10.-31.12.2021*
01.10.-31.12.2020*
Net profit / (loss) for the period
58,018
51,841
including:
Net profit/(loss) attributable to shareholders of the parent company
58,386
52,000
Net profit/(loss) attributed to non-controlling interest
(368)
(159)
Earnings per share (in PLN):
Basic
1.11
0.98
Diluted
1.11
0.98
*Unaudited data
In the fourth quarter of 2021, operating profit of the CIECH Group was lower than that of the corresponding period of 2020,
having decreased by PLN 9,865 thousand. The increase in sales was mainly driven by market factors described in Section
4.2.2. The higher general and administrative expenses reflect the recognition of a provision for the management incentive
scheme. On the other hand, financial activities and net profit were negatively affected by, among other factors, the valuation
of financial instruments. In total, however, the net profit for the fourth quarter increased by PLN 6,177 thousand year-on-
year.
4.3 REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING CIECH S.A.
During 2021, CIECH S.A. generated net profit from continuing operations of PLN 91,525 thousand, net cash increased by
PLN 201,971 thousand and total assets as at the end of 2021 amounted to PLN 4,612,557 thousand.
Forecast performance of the CIECH S.A.
CIECH S.A. did not publish any stand-alone forecasts for 2021.
For information on the forecast of the CIECH Group's consolidated results, see Section 4.2 of this report.
4.3.1 STATEMENT OF PROFIT OR LOSS OF CIECH S.A.
TABLE 20: STATEMENT OF PROFIT OR LOSS OF CIECH S.A.
2021
2020
Change 2021/2020
CONTINUING OPERATIONS
Sales revenues
1,618,680
1,654,075
(2,1%)
Cost of sales
(1,429,542)
(1,409,843)
(1,4%)
Gross profit/(loss) on sales
189,138
244,232
(22,6%)
Selling costs
(136,165)
(108,042)
(26,0%)
General and administrative expenses
(98,333)
(64,322)
(52,9%)
Other operating income/expense
7,771
(7,786)
-
Operating profit/(loss)
(37,589)
64,082
-
Net financial income/expenses
115,019
113,808
1,1%
Income tax
14,095
(23,056)
-
Net profit/(loss) on continuing operations
91,525
154,834
(40,9%)
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations
41,681
453
9101,1%
Net profit / (loss)
133,206
155,287
(14,2%)
EBITDA from continuing operations
(18,912)
82,921
-
Adjusted EBITDA from continuing operations*
(25,323)
81,905
-
*Principles of calculating EBITDA and adjusted EBITDA have been described in section “Ratio calculation methodology”.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
90
Sales revenues
Net sales revenues of CIECH S.A. from continuing operations for 2021 amounted to PLN 1,618,680 thousand. Compared to
the previous year, revenues decreased by PLN 35,395 thousand (i.e. by 2.1%). The changes were mainly due to market factors.
The positive contributors to the presented sales revenues were as follows:
• intensified activities in the SPOT market and increases of contract prices carried out in the fourth quarter of 2021 to
maintain margins in view of higher commodity and EUA prices,
• inter-segment diversification through introduction of new, highly processed products into the product portfolio –
implementation of an investment in pharmaceutical-grade soda,
• taking advantage of the positive economic climate during the 2021 contracting period, efficient volume reallocation
resulting in significant price increases in 2021 (above market),
• expansion of the salt product range – salt licks together with product rebranding.
• higher sales volumes of calcium chloride.
The negative contributors to the presented sales revenues were as follows:
• lower sales of raw materials for the production and crop protection chemicals, resins and PUR foams, attributable to a
change in the business model, i.e. the absence of intermediation in the raw material purchasing process,
• increased price competition in exports,
• low demand in the HoReCa sector in the first half of the year for salt products due to the temporary closure of swimming
pools, restaurants, hotels, guest houses – salt tablets, table salt, granules.
TABLE 21: CIECH S.A.’S SALES BY BUSINESS SEGMENT
2021
2020
Change
2021/2020
Change %
% of total reve-
nues in 2021
Soda segment, including:
1,490,385
1,407,865
82,520
5.9%
92.1%
Dense soda ash
797,947
814,859
(16,912)
(2.1%)
49.3%
Light soda ash
305,715
227,365
78,350
34.5%
18.9%
Salt
192,643
190,410
2,233
1.2%
11.9%
Sodium bicarbonate
111,015
105,770
5,245
5.0%
6.9%
Calcium chloride
33,194
18,111
15,083
83.3%
2.1%
Other goods and services
49,871
51,350
(1,479)
(2.9%)
3.1%
Agro segment, including:
19,129
106,351
(87,222)
(82.0%)
1.2%
Raw materials for production of plant pro-tection
products
13,534
98,137
(84,603)
(86.2%)
0.8%
Other goods and services
5,595
8,214
(2,619)
(31.9%)
0.3%
Foam segment, including:
10,244
100,511
(90,267)
(89.8%)
0.6%
Raw materials for the production of polyu-rethane
foams
-
96,928
(96,928)
-
0.0%
Other goods and services
10,244
3,583
6,661
185.9%
0.6%
Silicates segment, including:
20,348
30,828
(10,480)
(34.0%)
1.3%
Sodium silicates
11,007
11,279
(272)
(2.4%)
0.7%
Other goods and services
9,341
19,549
(10,208)
(52.2%)
0.6%
Packaging segment, including:
1,230
194
1,036
534.0%
0.1%
Other goods and services
1,230
194
1,036
534.0%
0.1%
Other segment, including:
77,344
8,326
69,018
828.9%
4.8%
Revenues from third parties
77,344
8,326
69,018
828.9%
4.8%
TOTAL
1,618,680
1,654,075
(35,395)
(2.1%)
100.0%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
91
CIECH S.A.’s sales in the Soda Segment
Sales in the Soda Segment for the year ended 31 December 2021 amounted to PLN 1,490,385 thousand, which is an increase
by PLN 82,520 thousand, compared to sales for the year ended 31 December 2020 which amounted to PLN 1,407,865
thousand. The increase was mainly driven by higher sales of light soda ash due to intensified activities in the SPOT market
and contract price increases effected in the fourth quarter of 2021.
CIECH S.A.’s sales in the Agro Segment
Sales in the agro segment for the year ended 31 December 2021 amounted to PLN 19,129 thousand, which is a decrease by
PLN 87,222 thousand, compared to sales for the year ended 31 December 2020 which amounted to PLN 106,351 thousand.
Decrease due to change in business model, i.e. the absence of intermediation in the process of purchasing raw materials for
the production of crop protection chemicals.
CIECH S.A.’s sales in the Foams Segment
Sales in the Foams Segment for the year ended 31 December 2021 amounted to PLN 10,244 thousand, which is a decrease
by PLN 90,267 thousand, compared to sales for the year ended 31 December 2020 which amounted to PLN 100,511 thousand.
Decrease due to change in business model, i.e. the absence of intermediation in the process of purchasing raw materials for
the production of foams.
CIECH S.A.’s sales in the Silicates Segment
Sales in the Silicates Segment for the year ended 31 December 2021 amounted to PLN 20,348 thousand, which means a
decrease as compared to the previous year by PLN 10,480 thousand.
CIECH S.A.’s sales in the Packaging Segment
Sales in the Packaging Segment for the year ended 31 December 2021 amounted to PLN 1,230 thousand, which is an increase
by PLN 1,036 thousand year-on-year.
Cost of sales
Cost of goods sold from continuing operations for the year ended 31 December 2021 amounted to PLN 1,429,542 thousand,
which is an increase by PLN 19,699 thousand (or 1.4%) compared to PLN 1,409,843 thousand in the cost of goods sold in
2020. The increase was driven by the very high prices of raw materials for production (coal, gas, electricity), also of fuel inputs
(coke, anthracite) and by the persistently high prices of EUA certificates.
Gross profit on sales
TABLE 22: CIECH S.A.’S GROSS PROFIT ON SALES BY BUSINESS SEGMENT
2021
2020
Change
2021/2020
Soda segment
177,341
225,103
(21.2%)
Agro segment
1,356
7,153
(81.0%)
Segment pianki
8,806
7,301
20.6%
Silicates segment
1,282
3,125
(59.0%)
Packaging segment
29
8
262.5%
Other
324
1,542
(79.0%)
Gross profit /(loss) on sales
189,138
244,232
(22.6%)
Soda Segment
The gross profit on sales from continuing operations in the silicates segment for the year ended 31 December 2021 amounted
to PLN 177,341 thousand compared to PLN 225,103 thousand for the year ended 31 December 2020. The decrease was mainly
due to a lower gross margin that reflects transport costs, mainly on account of rising energy input prices, particularly in the
fourth quarter of 2021. An additional factor contributing to the decrease was also the increase in fixed costs, mainly in the
area of staff costs.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
92
Agro Segment
The gross profit on sales from continuing operations in the Agro Segment for the year ended 31 December 2021 amounted
to PLN 1,356 thousand compared to PLN 7,153 thousand for the year ended 31 December 2020. Decrease mainly due to
change in business model, i.e. the absence of intermediation in the process of purchasing raw materials for the production
of crop protection chemicals.
Foams Segment
The gross profit on sales from continuing operations in the Foams Segment for the year ended 31 December 2021 amounted
to PLN 8,806 thousand compared to PLN 7,301 thousand for the year ended 31 December 2020.
Silicates Segment
The gross profit on sales from continuing operations in the Silicates Segment for the year ended 31 December 2021 amounted
to PLN 1,282 thousand compared to PLN 3,125 thousand for the year ended 31 December 2020.
Packaging Segment
The gross profit on sales from continuing operations in the Packaging Segment for the year ended 31 December 2021
amounted to PLN 29 thousand compared to PLN 8 thousand for the year ended 31 December 2020.
Operating profit
Other operating income from continuing operations for 2021 amounted to PLN 14,089 thousand which represents an increase
by PLN 8,499 thousand compared to the amount of PLN 5,590 thousand for 2020, mainly due to fines and compensation
received in the current period in the amount of PLN 3,353 thousand and income from restructuring in the amount of
PLN 4,271 thousand.
Selling costs from continuing operations for 2021 amounted to PLN 136,165 thousand which represents an increase by
PLN 28,123 thousand (i.e. by 26.0%), compared to PLN 108,042 thousand in 2020. This increase resulted mainly from higher
transport costs.
General and administrative expenses from continuing operations for 2021 amounted to PLN 98,333 thousand which means
that an increase as compared to the amount of PLN 64,322 thousand in 2020. The increase reported was mainly caused by
the recognition of a provision for an incentive scheme for key management personnel.
Other operating expenses for 2021 amounted to PLN 6,318 thousand which is a decrease by PLN 7,058 thousand from
PLN 13,376 thousand in 2020.
In 2021, the Company incurred an operating loss of PLN 37,589 thousand, compared to operating profit of PLN 64,082
thousand for the corresponding period.
Financing activities and net profit/loss
Financial income from continuing operations for 2021 amounted to PLN 330,865 thousand and increased from PLN 286,286
thousand reported in the previous year. In 2021, financial income was positively driven by higher dividends received from
subsidiaries and a gain on the valuation of derivatives.
Financial expenses from continuing operations for 2021 amounted to PLN 215,846 thousand and recorded an increase as
compared to the preceding year, when they amounted to PLN 172,478 thousand. The increase in financial expenses was
mainly driven by a loss on derivative instruments.
Profit from discontinued operations amounted to PLN 41,681 thousand. It resulted from the finalisation of the sale of
CIECH Żywice Sp. z o.o. – the separate gain on the sale of the company's shares amounted to more than PLN 44 million.
After taking into account profit from discontinued operations of PLN 41,681 thousand, CIECH S.A.’s separate net profit for
2021 amounted to PLN 133,206 thousand and was lower by PLN 22,081 thousand than the net profit for 2020. The decrease
in net profit compared to 2020 is mainly attributable to lower primary operating results related, among other things, to
increasing price pressure in the market for key energy (coal, gas, electricity) and fuel raw materials (coke, anthracite).
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
93
EBITDA
3
TABLE 23: CIECH S.A.’S EBITDA
2021
2020
Net profit/(loss) on continuing operations
91,525
154,834
Income tax
(14,095)
23,056
Financial expenses
215,846
172,478
Financial income
(330,865)
(286,286)
Amortisation/depreciation
18,677
18,839
EBITDA on continued operations
(18,912)
82,921
EBITDA on discontinued operations
(3,414)
2,400
EBITDA on continued and discontinued operations
(22,326)
85,321
EBITDA from continuing operations in the year ended 31 December 2021 was negative and amounted to PLN 18,912
thousand, which represents a decrease by PLN 101,833 thousand, compared to PLN 82,921 thousand for the year ended
31 December 2020. EBITDA was mainly affected by lower figures from operating activities due to rising inflationary pressures
in the raw materials market, as well as the recognition of a provision for the long-term incentive plan (LTIP) in the fourth
quarter of 2021.
Adjusted EBITDA
4
TABLE 24: ADJUSTED EBITDA OF CIECH S.A.
2021
2020
EBITDA on continued operations
(18,912)
82,921
One-offs including:
(6,411)
(1,016)
Impairment
(210)
-
Cash items (a)
(7,505)
840
Non-cash items (without impairment) (b)
1,304
(1,856)
Adjusted EBITDA on continued operations
(25,323)
81,905
Adjusted EBITDA on discontinued operations
(3,414)
2,400
Adjusted EBITDA on continued and discontinued operations
(28,737)
84,305
(a) Impairment losses are associated with the recognition/reversal of impairment write-downs on property, plant and equipment and
intangible assets.
(b) Cash items include, among others, profit/loss of the sale of property, plant and equipment and other items (including fees and
compensations received or paid).
(c) Non-cash items include: provisions for liabilities, compensation and other provisions.
3
EBITDA is the net profit/loss for a financial year plus income tax plus costs/financial income plus profit/loss on sale of a discontinued operation plus amortisation
and depreciation. EBITDA is not a liquidity ratio or business performance ratio calculated in accordance with IFRS. EBITDA should be viewed as a supplement not
as a substitute for the business performance presented in accordance with IFRS. EBITDA is a useful ratio of the ability to incur and service debt. EBITDA and
similar ratios are used by different companies for different purposes and are often calculated in a manner adapted to the conditions in which these companies
exist. Care needs to be exercised when comparing EBITDA with EBITDA of other companies.
4
Adjusted EBITDA is another additional ratio of operating performance. Adjusted EBITDA is EBITDA adjusted for costs/revenues that were classified by the man-
agement as one-off due to their nature. We believe that adjusted EBITDA is an important ratio when estimating and measuring the Company's recurring business
performance. Other companies may calculate adjusted EBITDA in a manner different from the manner applied by CIECH S.A. Adjusted EBITDA is not a measure
of financial performance under IFRS and is therefore not audited. It should not be used as a ratio of liquidity or as an alternative to operating profit or net profit
for a year or as another measure of results calculated in accordance with IFRS.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
94
4.3.2 ASSET POSITION OF CIECH S.A.
TABLE 25: SELECTED BALANCE SHEET DATA OF CIECH S.A.
31.12.2021
31.12.2020
Change
2021/2020
Change
2021/2020
Total assets
4,612,557
4,357,634
5.9%
254,923
Total non-current assets
3,272,988
2,633,932
24.3%
639,056
Total current assets
1,339,569
1,723,702
(22.3%)
(384,133)
Inventory
5,162
6,394
(19.3%)
(1,232)
Current receivables
204,881
232,895
(12.0%)
(28,014)
Cash and cash equivalents
467,475
265,287
76.2%
202,188
Short-term financial assets
662,051
1,189,162
(44.3%)
(527,111)
Non-current assets held for sale
-
29,964
-
(29,964)
Total equity
1,614,601
1,593,768
1.3%
20,833
Total non-current liabilities
1,991,470
40,973
4760.4%
1,950,497
Total current liabilities
1,006,486
2,722,893
(63.0%)
(1,716,407)
Assets
As at the end of 2021, the CIECH S.A.’s non-current assets amounted to PLN 3,272,988 thousand. as compared to the balance
as at 31 December 2020, the value of non-current assets increased by PLN 639,056 thousand. This increase resulted from
higher balance of loans advanced to subsidiaries.
CIECH S.A.’s current assets amounted to PLN 1,339,569 thousand as at 31 December 2021. Compared to the end of December
2020, the value of current assets decreased by PLN 384,133 thousand. This decrease largely resulted from lower short-term
portion of the balance of loans advanced to subsidiaries.
Liabilities
As at 31 December 2021, liabilities (non-current and current) of CIECH S.A. amounted to PLN 2,997,956 thousand, which is
an increase compared to the end of December 2020 by PLN 234,090 thousand. This increase was mainly due to an increase
in derivative liabilities and trade liabilities.
The debt ratio amounted to 65.0% as at 31 December 2021 (at the end of December 2020 to 63.4%). CIECH S.A.’s standalone
net debt amounted to PLN 1,740,331 thousand as at 31 December 2021 and decreased from the end of December 2020 by
PLN 182,052 thousand.
The significant change between long-term and short-term debt was due to the failure in 2020 to meet one of the covenants
in the loan agreement, and accordingly, the total value of loans made available under the above agreements was reclassified
to short-term liabilities on account of loans. At the end of 2021, all covenants set out in the loan agreements are met. For
detailed information about the financial covenants included in loan agreements, see Section 7.1 of the Consolidated Financial
Statements of the CIECH Group.
Capital resources and debt instruments
The sources of liquidity include cash flows generated from operating activities, cash from the sale of assets, cash available
due to the revolving credit facility agreement and overdraft facilities. The Company also uses factoring agreements.
Debt instruments currently used
CIECH S.A.’s sources of debt financing include, among others, a term loan, revolving credit and working capital facilities.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
95
4.3.3 CASH POSITION OF CIECH S.A.
TABLE 26: CIECH S.A.’S CASH FLOWS
2021
2020
Change
2021/2020
Net cash from operating activities
39,141
66,310
(41.0%)
Net cash from investment activities
289,353
(303,166)
-
Net cash from financial activities
(126,523)
327,809
-
Total net cash flows
201,971
90,953
122.1%
free cash flows
328,494
(236,856)
-
In 2021, total net cash flows were positive and amounted to PLN 201,971 thousand. Compared to the same period of the
previous year, the cash flows generated by CIECH S.A. were higher by PLN 111,018 thousand. Positive cash flows from
operating activities amounted to PLN 39,141 thousand and increased by PLN 27,169 thousand as compared to the same
period in 2020.
In 2021, the net cash flows from investing activities were positive. Investment inflows were higher than investment outflows
by PLN 289,353 thousand. This is mainly attributable to dividends received from subsidiaries.
The net cash from financing activities was negative and amounted to PLN -126,523 thousand. As compared to the
corresponding period of 2019, they were lower by PLN 454,332 thousand. This reflected dividends paid to owners in 2021
and the drawdown of credit facilities in the prior period.
Ability to generate cash flows
In 2021, CIECH S.A. generated positive free cash flows as a result of positive cash flows from both operating and investing
activities. The high level of inflows from investing activities is mainly attributable to dividends from subsidiaries.
TABLE 27: CIECH S.A.’S ABILITY TO GENERATE CASH FLOWS
01.01.-31.12.2021
01.01.-31.12.2020
Financial surplus ((net profit/(loss) on continuing operations + depreciation)
151,883
174,126
Other adjustments to net profit/(loss) on continuing operations
(287,761)
(206,637)
Adjusted financial surplus (1+2)
(135,878)
(32,511)
Change in working capital
175,019
98,821
Net cash from operating activities (3+4)
39,141
66,310
Net cash from investing activities
289,353
(303,166)
Free cash flow (5+6)
328,494
(236,856)
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
96
4.3.4 SELECTED FINANCIAL RATIOS AND WORKING CAPITAL OF CIECH S.A.
Profitability ratios of CIECH S.A.
TABLE 28: CIECH S.A.’S PROFITABILITY RATIOS
2021
2020
Change 2021/2020
CONTINUING OPERATIONS
Gross return on sales
11.7%
14.8%
(3.1) p.p.
Return on sales
(2.8%)
4.3%
(7.1) p.p.
EBIT margin
(2.3%)
3.9%
(6.2) p.p.
EBITDA margin
(1.2%)
5.0%
(6.2) p.p.
Adjusted EBIT margin
(2.7%)
3.8%
(6.5) p.p.
Adjusted EBITDA margin
(1.6%)
5.0%
(6.6) p.p.
Net return on sales (ROS)
5.7%
9.4%
(3.7) p.p.
Return on assets (ROA)
2.0%
3.6%
(1.6) p.p.
Return on equity (ROE)
5.7%
9.7%
(4.0) p.p.
Earnings/(loss) per share (in PLN) from continuing operations
1.74
2.94
(1.20)
*Principles of calculating EBITDA and adjusted EBITDA have been described in section “Ratio calculation methodology”.
CIECH S.A.’s liquidity and working capital
Liquidity ratios as at 31 December 2021 increased significantly as compared to their level as at 31 December 2020. This is due
to a more favourable financing structure compared to 2020, when one of the covenants of the loan agreement has not been
met. The current ratio, calculated as the ratio of total current assets to total current liabilities, amounted to 1.33 as at
31 December 2021.
TABLE 29: CIECH S.A.’S LIQUIDITY RATIOS
31.12.2021
31.12.2020
Current ratio
1.33
0.63
Quick ratio
1.33
0.63
CIECH S.A.’s working capital
As at the end of 2021, working capital, defined as the difference between current assets and current liabilities, adjusted by
relevant balance sheet items (cash and cash equivalents and short-term loans) was negative and amounted to PLN 331,257
thousand, which is a decrease by PLN 158,185 thousand compared to the end of 2020.
TABLE 30: CIECH S.A.’S WORKING CAPITAL
31.12.2021
31.12.2020
1. Current assets, including:
1,339,569
1,723,702
Inventory
5,162
6,394
Trade receivables and services and advances for deliveries
110,720
170,758
2. Cash and cash equivalents and short-term investments
1,129,526
1,454,449
3. Adjusted current assets (1-2)
210,043
269,253
4. Current liabilities, including:
1,006,486
2,722,893
Trade liabilities and advances taken
442,031
332,006
5. Short-term credits and other current financial liabilities*
465,186
2,280,568
6. Adjusted current liabilities (4-5)
541,300
442,325
7. Working capital including short-term credits(1-4)
333,083
(999,191)
8. Working capital (3-6)
(331,257)
(173,072)
* Other current financial liabilities include current derivative liabilities + lease liabilities + factoring liabilities + cash pooling liabilities.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
97
Trade working capital is the difference between current assets (trade receivables and inventory) and trade liabilities. The
recorded levels of working capital and trade working capital vary due to a number of factors such as the change in the scale
of business, changes in key suppliers’ payment terms, foreign exchange rates, the Company’s strategic decisions regarding
inventory maintenance. In order to ensure adequate financial liquidity, the Company has the access to a revolving credit
facility and factoring limits. The large decrease in working capital was mainly caused by increased use of factoring, owing to
higher limits, both with regard to the financing of receivables and reverse factoring, concerning the financing of trade
liabilities.
The most significant change between long-term and short-term debt was due to the failure in the previous year to meet one
of the covenants in the loan agreement, and accordingly, in 2020 the total value of loans made available under the above
agreements was presented as short-term liabilities on account of loans. At the end of year 2021, all covenants out in the loan
agreements have been met.
For detailed information about the financial covenants included in loan agreements, see Section 7.1 of the Financial
Statements of CIECH S.A.
Indebtedness
In 2021, the debt ratio increased in comparison to December 2020 and amounts to 65.0%.
TABLE 31: CIECH S.A.’S DEBT RATIOS
2021
2020
Change
2021/2020
Debt ratio
65.0%
63.4%
2%
Long term debt ratio
43.2%
0.9%
42%
Debt to equity ratio
185.7%
173.4%
12%
Equity to assets ratio
35.0%
36.6%
(2%)
4.3.5 CIECH S.A.’S PERFORMANCE IN THE 4
TH
QUARTER OF 2021
TABLE 32: CIECH S.A.’S PERFORMANCE IN THE 4
TH
QUARTER OF 2021
01.10.-31.12.2021*
01.10.-31.12.2020*
CONTINUING OPERATIONS
Sales revenues
464,715
414,956
Cost of sales
(449,454)
(346,801)
Gross profit on sales
15,261
68,155
Other operating income
5,802
(65)
Selling costs
(41,831)
(31,529)
General and administrative expenses
(51,309)
(1,195)
Other operating expenses
(2,180)
491
Operating profit
(74,257)
35,857
Financial income
51,183
176,072
Financial expenses
(41,029)
(57,195)
Net financial income/(expenses)
10,154
118,877
Profit before tax
(64,103)
154,734
Income tax
17,301
(22,026)
Net profit on continuing operations
(46,802)
132,708
DISCONTINUED OPERATIONS
-
-
Net profit/(loss) on discontinued operations
(672)
2,415
Net profit for the year
(47,474)
135,123
including:
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
98
01.10.-31.12.2021*
01.10.-31.12.2020*
Net profit attributable to shareholders of the parent company
(47,474)
135,123
Net profit/(loss) attributed to non-controlling interest
-
-
Earnings per share (in PLN):
Basic
(0.90)
2.57
Diluted
(0.90)
2.57
Earnings per share (in PLN) from continuing operations:
Basic
(0.88)
2.52
Diluted
(0.88)
2.52
*Unaudited data
In the fourth quarter of 2021, CIECH S.A. recorded a decrease in operating profit by PLN 110,114 thousand compared to the
corresponding period of 2020. After taking into account the result on financing activities, which was lower by PLN 108,723
thousand, the Company incurred a loss of PLN 47,474 thousand compared to a net profit of PLN 135,123 thousand for the
fourth quarter of the previous year.
4.4 INVESTING ACTIVITIES OF THE CIECH GROUP
Investments implemented in 2021
The CIECH Group has and constantly updates its capital expenditure program for production facilities in order to develop or
maintain the current levels of production in particular plants and their expansion, as well as to fulfil the conditions related to
customers’ requirements and new legal regulations. Capital expenditure incurred by the Company and its subsidiaries is
primarily intended to replace worn-out equipment and to modernise facilities in order to improve energy efficiency, reduce
emissions, streamline the automation and control process, streamline management processes, as well as to seek new
development opportunities.
Investment expenditures on key tasks incurred by the CIECH Group companies in 2021 amounted to approx. PLN 747 million.
In total, expenditure on investment activities amounted to PLN 899 million and included the purchase of intangible assets
and property, plant and equipment, expenditure on development work and expenditure on the purchase of CO
2
certificates.
Major capital expenditures were spent on several large-scale projects, including the construction of a salt plant in Stassfurt,
construction of a sodium silicate glass furnace, development of new products in the Agro segment. Expenditure in the R&D
area in 2021 was primarily focused on the registration of new active substances and crop protection products based on those
substances. Other investment expenditures were incurred mainly in relation to modernisation and replacement projects
which aimed at improving and retaining the production capacity as well as improving the production efficiency of the plants.
Decisions relating to executing development projects are made on the basis of a detailed analysis of each task, including
analyses of investment effectiveness and ratios such as: the internal rate of return (IRR), net present value (NPV) and payback
period. Key projects implemented in 2021 are presented below:
TABLE 33: KEY INVESTMENT PROJECTS OF THE CIECH GROUP IMPLEMENTED IN 2021
Investment project
Implementation status
in 2021
Salt – increase of production capacity
In 2018, the planning phase was completed and the implementation phase of the Group's
largest project in the salt area – the construction of the plant in Strassfurt – commenced.
As at the end of 2021, the project is in the phase of commissioning and ramp-up to the
assumed production capacity
Ramp up to assumed
production capacity.
Silicates – construction of a sodium silicate glass furnace
During 2021, a development project to construct a glassy sodium silicate furnace with a
production capacity of 300 t/d was completed
Project completed.
R&D projects
In 2021, the CIECH Group incurred significant expenditures on R&D activities:
Projects in
implementation.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
99
Investment project
Implementation status
in 2021
• registrations of new active substances used in the production of crop protection
chemicals and products based on these active substances,
• installation for the recycling of CO
2
back into the production process,
• construction of the Research and Development Centre in Nowa Sarzyna.
Energy Project Package
In 2018, the implementation of a multi-annual investment programme in the energy area
was commenced. Replacement and modernisation projects implemented under the
programme will contribute to increasing the efficiency and reliability of energy generation
sources, especially in the Inowrocław and Janikowo plants (replacement of coal mills,
modernisation and replacement of boilers, modernisation and replacement of turbines).
Projects in
implementation.
As part of the investment expenditure plan for 2022, the CIECH Group assumes further implementation of the
aforementioned projects, execution of new development projects that are currently in the preparatory phase and execution
of new tasks aimed at restoring and increasing the production capacity of individual plants. The most important projects
include continuation of tasks related to restoration and upgrade of assets in the soda area, as well as the upgrade of the
energy area (upgrade of boilers and turbines).The CIECH Group will also continue a number of R&D activities aimed at
increasing the efficiency of technological processes in the area of production and implementing modern products responding
to the growing needs of the market (pharmaceutical-grade sodium bicarbonate, as well as work on the extension and
optimisation of the agro product portfolio). The CIECH Group is also working on new development projects. The
implementation of these projects will depend on business decisions taken on an individual basis.
Evaluation of the ability to complete investment plans in relation to owned assets
The CIECH Group's investment policy has been updated to include new task planning and implementation principles and is
always adapted to the current ability to acquire capital so that it fully covers the planned material and capital investment.
The sources of financing of investing activities in the CIECH Group are as follows:
• cash flows from operating activities,
• external sources of funding in the form of bank loans,
• external sources of funding in the form of European Union funds.
4.5 FINANCIAL RESOURCE MANAGEMENT
4.5.1 EXTERNAL DEBT FINANCING OF THE GROUP
CIECH S.A.’s debt financing is secured mainly through facilities made available to CIECH S.A. under facilities agreements:
1. the Facilities Agreement signed with a consortium of banks dated 16 March 2021 with the total value of approx.
PLN 2,115,000 thousand:
• amortised term facility in tranches in PLN and EUR in the amount of PLN 540,700 thousand and EUR 4,231 thousand
(the facility is fully drawn down),
• non-amortised term facility in tranches in PLN and EUR in the amount of PLN 1,260,100 thousand and EUR 9,844
thousand (the facility is fully drawn down),
• revolving credit facility in the amount of up to PLN 250,000 thousand (the amount of used credit as at 31 December
2021 was PLN 0),
2. Overdraft facilities up to PLN 100,000 thousand and EUR 10,000 thousand under agreements dated 28 and 29 August
2018 (as at 31 December 2021, the amount used was PLN 0 thousand).
The total value of facilities available under the aforesaid agreements is PLN 2,261,531 thousand; the limits are drown down
in the amount of PLN 1,865,537 thousand.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
100
Facilities Agreement
On 16 March 2021, a Facilities Agreement was concluded between, among others, CIECH S.A. (as the borrower and
guarantor), its selected subsidiaries: CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda Deutschland GmbH & Co. KG,
CIECH Energy Deutschland GmbH and CIECH Salz Deutschland GmbH (as borrowers and guarantors), BNP Paribas Bank Polska
S.A (as the agent), Powszechna Kasa Oszczędności Bank Polski S.A. (as the security agent) and the following banks:
Powszechna Kasa Oszczędności Bank Polski S.A., mBank S.A., BNP Paribas Bank Polska S.A., Industrial and Commercial Bank
of China (Europe) S.A. Branch in Poland, Bank Polska Kasa Opieki S.A., Bank Millennium S.A., Credit Agricole Bank Polska S.A.,
Société Générale S.A., Bank Handlowy w Warszawie S.A., Bank Ochrony Środowiska S.A. and Intesa Sanpaolo S.P.A. S.A.
Branch in Poland (as lenders).
Following the conclusion of the agreement, the following companies acceded to the Facilities Agreement as additional
guarantors: CIECH Pianki Sp. z o.o. (on 24 June 2021), CIECH Vitro Sp. z o.o., CIECH Vitrosilicon S.A. and CIECH Cargo Sp. z o.o.
(on 29 December 2021).
The Facilities Agreement provides for the extension of loans in PLN and EUR, up to a total amount (expressed in PLN) of PLN
2,115,000 thousand. The agreement provides for a grace period of over 2 years for the repayment of the Term Loan during
which no principal repayment of the loan will be required. The first principal repayment is required on 30 June 2023
The Term Loans made available under the Facilities Agreement were fully disbursed on 5 May 2021 and were allocated to the
refinancing of the financial debt of the CIECH Group, extended in the form of bilateral loans extended on the basis of loan
agreements of 18 April 2019 (in the total amount of PLN 507,100 thousand) and syndicated loans (in the total amount of PLN
1,349,800 thousand) extended on the basis of a loan agreement of 29 October 2015, as amended by the annex of 9 January
2018.
Together with the Facilities Agreement, the Company and its selected subsidiaries entered into documents related to the
Facilities Agreement, in particular: (i) an intercreditor agreement, (ii) fee letters relating to the arrangement fee for the agent
and the security agent, payable in connection with the conclusion of the Facilities Agreement, (iii) annexes to separate
overdraft agreements: with Bank Millennium S.A. and Bank Polska Kasa Opieki S.A., (iv) an agreement amending the existing
surety agreement in favour of Bank Millennium S.A. and (v) a new surety agreement with Bank Polska Kasa Opieki S.A. – the
above annexes and agreements in order to adjust the aforementioned overdraft agreements and sureties to the terms and
conditions of the Facilities Agreement.
Facilities granted:
Under the Facilities Agreements, the Creditors granted the following facilities to the Company:
1. amortised A term loan (to be repaid in instalments), in tranches in PLN and EUR, up to a total maximum amount (expressed
in PLN) of PLN 560,000 thousand;
2. non-amortised B term loan (to be repaid on the final repayment date), in tranches in PLN and EUR, up to a total maximum
amount (expressed in PLN) of PLN 1,305,000 thousand;
3. revolving credit facility in PLN, up to a total maximum amount of PLN 250,000 thousand.
Interest rate:
The Loans bear interest at a floating rate determined on the basis of the WIBOR / EURIBOR base rate, plus margin, the level
of which depends on the level of the net debt to EBITDA, such that if the level of the ratio is lower, the margin applied will
also be lower. The financial terms of the Facilities Agreement do not differ from those commonly used for this type of
agreements.
Facilities repayment conditions:
The final repayment date of the Facilities falls on the fifth anniversary of the conclusion of the Facilities Agreement, however,
not later than 31 March 2026. The amortised term loan will be repaid on a semi-annual basis, starting from 30 June 2023.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
101
Cases of gross breach, allowing the creditors to request an earlier repayment of the facilities:
o no payment of the amounts due to the Creditors;
o violating the financial covenant provided for in the Facilities Agreement;
o ceasing the entire business activity conducted by the Company or its important part;
o violations of the law.
Information about the financial covenants included in loan agreements
During the period covered by these financial statements, no loan agreement was called to maturity and there were no viola-
tions of payment terms for repayment of principal or interest due in relation to financial liabilities recognised in the balance
sheet.
Under the Facilities Agreement dated 16 March 2021, CIECH S.A. and its selected subsidiaries were obliged to, among others,
maintain a certain level of:
• net leverage ratio for the Group specified in the Facilities Agreement (the ratio of the CIECH Group’s consolidated net
debt to consolidated EBITDA of the CIECH Group calculated according to the guidelines) in the amount of at least 4.0x,,
measured at the end of a year and first six months of a year. As at the balance sheet date, i.e. 31 December 2021, this
ratio was maintained and amounted to 1.6.
• the guarantor coverage ratio (share of subsidiaries being guarantors in the consolidated EBITDA of the CIECH Group,
calculated according to the guidelines) at a level of at least 80%; this ratio was met as at the balance sheet date and
amounted to 89.6%.
Security for repayment of the facilities:
In connection with the Facilities Agreement, CIECH S.A. and selected subsidiaries have established collateral for the
repayment of the Facilities granted under the Agreement. In particular, such collateral includes:
1. a registered pledge on the set of properties and rights with variable composition, being part of the Company’s
enterprise,
2. registered and financial pledges on shares (stocks) of selected subsidiaries of the Company,
3. financial pledges on monetary assets accumulated in bank accounts held for the Company and its selected subsidiaries,
4. pledges (security) established on shares (stocks, other participation titles) and bank accounts of selected subsidiaries of
the Company, which will be governed by foreign law, and
5. notarial statements on submission to enforcement made by the Company and its selected subsidiaries.
Other essential terms of the Facilities Agreement:
Pursuant to the Facilities Agreement, CIECH S.A. and selected subsidiaries are also obliged to the following:
• abiding by the limitations specified in the Facilities Agreement relating to disposal of assets, with an exception of the
allowable disposals under the Facilities Agreement;
• refraining from paying a dividend in the case of exceeding the financial index specified in the Facilities Agreement;
• refraining from taking out loans or granting loans in the case of exceeding the financial index specified in the Facilities
Agreement;
Overdraft facilities
On 29 August 2018, overdraft facility agreements were signed by CIECH S.A. and Bank Millennium S.A. in the amount of PLN
50,000 thousand and EUR 10,000 thousand. At present, the agreements are valid until 26 September 2022. Drawn-down
amounts of the facilities will bear interest at the 1M WIBOR and 1M EURIBOR rate, respectively, plus the bank’s margin. The
facility is intended to finance the Company’s day-to-day operations. The facilities are secured with a package of collateral
shared with the lenders of the Facilities Agreement (agreement dated 16 March 2021) and with a surety issued by selected
subsidiaries of CIECH S.A. The terms and conditions of the agreement do not differ from standard terms used facility
agreements.
On 28 August 2018, an overdraft facility agreement was signed by CIECH S.A. and Bank Pekao S.A. in the amount of PLN
50,000 thousand. At present, the agreement is valid until 31 August 2022. A drawn-down amount of the facility will bear
interest at the 1M WIBOR rate plus the bank’s margin. The facility is intended to finance the Company’s day-to-day
operations. The facilities are secured with a package of collateral shared with the lenders of the Facilities Agreement
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
102
(agreement dated 16 March 2021) and with a surety issued by selected subsidiaries of CIECH S.A. The terms and conditions
of the agreement do not differ from standard terms used facility agreements.
4.5.2 INTRAGROUP LOANS GRANTED
TABLE 34: SUMMARY OF LOANS GRANTED BY CIECH S.A. TO SUBSIDIARIES IN 2021
As at 31 December 2021
Borrower
Repayment
date
The amount of loan granted
per agreement
(in the currency in thousands)
The amount of
loan disbursed in
PLN ‘000
Conditions of granting
CIECH Soda Deutschland GmbH &
CO KG
31.12.2026
EUR 111,200
EUR 61,000*/
PLN 280,563
fixed interest rate of 2.7%
Proplan Plant Protection Company
S.L.
31.12.2026
EUR 4,500
EUR 3,000*/ PLN
13,798
fixed interest rate of 2.7%
CIECH Energy Deutschland GmbH
31.12.2026
EUR 8,000
EUR 8,000*/
PLN 36,795
fixed interest rate of 2.7%
CIECH Salz Deutschland GmbH*
31.12.2026
EUR 176,000
EUR 152,000*/
PLN 699,109
fixed interest rate of 2.7%
CIECH Vitrosilicon S.A.
30.12.2022
PLN 115,000
PLN 85,000*
interest at 6M WIBOR +
margin of 2.7%
CIECH Sarzyna S.A.
30.12.2022
PLN 47,800
PLN 47,800
interest at 6M WIBOR +
margin of 2.7%
CIECH Soda Polska S.A.
30.12.2022
PLN 493,000
PLN 402,000*
interest at 6M WIBOR +
margin of 2.7%
CIECH Vitro Sp. z o.o.
30.12.2022
PLN 10,000
PLN 1,000*
interest at 6M WIBOR +
margin of 2.7%
*Value of tranches disbursed in 2021.
TABLE 35: SUMMARY OF LOANS GRANTED BY SUBSIDIARIES TO CIECH S.A. IN 2021
As at 31 December 2021
Lender
Repayment
date
The amount of
loan granted
per agreement
(in the currency in thousands)
The amount of
loan disbursed
in PLN ‘000
Conditions of granting
Verbis ETA Sp. z o.o.SKA
30.12.2022
PLN 85,000
85,000
interest at 6M WIBOR + margin of
2.7%
CIECH Pianki Sp. z o.o.
30.12.2022
PLN 65,000
65,000
interest at 6M WIBOR + margin of
2.7%
TABLE 36: SUMMARY OF LOANS CONCLUDED BETWEEN SUBSIDIARIES IN THE CIECH GROUP IN 2021
As at 31 December 2021
Lender
Borrower
Repayment
date
The amount of
loan granted per agreement
(in the currency in thousands)
The amount
of loan
disbursed in
PLN ‘000
Conditions of granting
Algete Sp. z o.o.
CIECH Sarzyna S.A.
30.12.2022
PLN 29,600
29,600
interest at 6M WIBOR +
margin of 2.7%
Verbis Kappa
Sp. z o.o. SKA
CIECH Sarzyna S.A.
30.12.2022
PLN 51,000
51,000
interest at 6M WIBOR +
margin of 2.7%
CIECH Sarzyna S.A.
Ciech Agro Romania
08.12.2022
PLN 600
600
interest at 6M WIBOR +
margin of 2.4%
Sureties and guarantees granted as at 31 December 2021 were described in detail in Section 4.8.
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103
4.6 STATE AID USED
2021 was marked by intensive implementation of publicly subsidised projects. Substantive work related to the
implementation of the material scope of the projects, as well as those related to their settlement, resulted in the receipt of
refunds in the amount of:
• EUR 9,643 thousand by CIECH Salz Deutschland GmbH as part of the project to build a new salt production plant in
Stassfurt, Germany (EUR 11,250 thousand in funding awarded in 2017).
• PLN 1,379 thousand by CIECH Sarzyna S.A. as part of the completed project entitled: “Developing and testing, on a de-
monstrable scale, internationally innovative agro-chemical preparations of a unique composition and formulation”
• PLN 575 thousand by Smart Fluid S.A. as part of the project entitled: “Development and validation of real-world
technology for the production of impact-absorbing smart materials by exploiting the properties of shear thickening fluids
(STF)”.
• PLN 81 thousand by CIECH R&D Sp. z o.o. as part of the project entitled: “Optimisation of the production of soda ash and
soda-based products by using concentrated CO
2
waste streams, together with carbon dioxide chemisorption in the post-
distillation suspension, to improve the properties of lime”. In August 2021, CIECH R&D Sp. z. o.o. submitted a final
payment request for a refund amount of PLN 526 thousand, which is to be paid upon approval of the payment request
in 2022.
In 2021, CIECH Sarzyna S.A. obtained co-financing in the amount of PLN 6,044 thousand for the implementation of the project
entitled: “Development and field verification of a more efficient and energy-saving manufacturing technology for a novel
herbicide with reduced active ingredient content”. The value of the project is PLN 14,194 thousand.
CIECH Cargo Sp. z o.o. has been continuing the implementation of the project entitled: “Purchase of rolling stock used for
intermodal transport in CIECH Cargo Sp. z o.o.”, for which a co-financing agreement in the amount of PLN 14,200 thousand
has been concluded in 2019, and CIECH Soda Polska has been implementing the project entitled: "Development of AI/ML
algorithms for selected plant nodes to increase the efficiency of production resources and optimise the soda ash production
process - Industry 4.0", co-financed in 2019. The amount of funding awarded was PLN 4,934 thousand.
CIECH R&D Sp. z o.o. has completed the project entitled: “Establishment of a Research and Development Center of Ciech R&D
Sp. z o.o.” and submitted a final payment request for a refund amount of PLN 3,158 thousand which is to be paid upon
approval of the payment request in 2022.
In 2021, CIECH Group companies also received de minimis aid for training and aid in the form of greenhouse gas emission
allowance schemes.
The CIECH Group companies also benefit from the corporate income tax exemption for projects implemented on the basis of
permits to operate in Special Economic Zones or on the basis of support decisions issued within the Polish Investment Zone.
In 2021, CIECH Vitrosilicon S.A. successfully completed the process of applying for a support decision, enabling it to benefit
from income tax exemption in subsequent years in the amount of up to PLN 31,850 thousand (if the maximum declared
investment expenditure is incurred).
4.7 MATERIAL LITIGATION PENDING BEFORE A COURT, AN APPROPRIATE ARBITRATION AUTHORITY OR
A PUBLIC ADMINISTRATION AUTHORITY
Information about material litigation pending before a court, an appropriate arbitration authority or a public administration
authority is presented in Note 9.2 to the Consolidated Financial Statements of the CIECH Group for 2021 and in Note 9.2 to
the Financial Statements of CIECH S.A. for 2021.
4.8 INFORMATION ON CHANGES IN CONTINGENT ASSETS AND LIABILITIES OF THE CIECH GROUP
Information on contingent assets and liabilities of the CIECH Group is presented in Note 9.2 to the Consolidated Financial
Statements of the CIECH Group for 2021 and in Note 9.2 to the Financial Statements of CIECH S.A. for 2021.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
104
4.9 TRANSACTIONS WITH RELATED PARTIES OTHER THAN ON AN ARM’S LENGTH BASIS
CIECH Group‘s companies, to the best of their knowledge and belief, did not conclude significant transactions on the terms
other than market ones. Sales to and purchases from related entities are realised at market prices that reflect market
conditions.
For a description of transactions concluded between related parties, see Note 9.3 to the Consolidated Financial Statements
of the CIECH Group for 2021 and Note 9.3 of the Financial Statements of CIECH S.A. for 2021.
4.10 CONTRACT WITH THE ENTITY AUTHORISED TO AUDIT FINANCIAL STATEMENTS
Information about contracts concluded with the entity authorised to audit the consolidated financial statement is presented
in Note 9.4 to the Consolidated Financial Statements of the CIECH Group for 2021 and in Note 9.4 to the Financial Statements
of CIECH S.A. for 2021.
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105
5. ORGANISATION, MANAGEMENT, STRUCTURE AND HUMAN RESOURCES
IN THE CIECH GROUP
5.1 EQUITY AND ORGANISATIONAL LINKS
The CIECH Group consists of domestic and foreign manufacturing, distribution and trade companies operating
in the chemical industry. The CIECH Group comprises CIECH S.A. as the parent company, and related companies located, inter
alia, in Poland, Germany, Romania and Spain.
Parent company
CIECH Spółka Akcyjna
Registered office
00-684 Warsaw, Wspólna Street 62
KRS (National Court
Register number)
0000011687 (District Court for the Capital City of Warsaw in Warsaw, 12
th
Commercial Division
of the National Court Register)
Website
www.ciechgroup.com
IR Contact
ri@ciechgroup.com
As at 31 December 2021, the CIECH Group comprised 41 business entities, including:
• parent company,
• 34 subsidiaries, of which:
o 23 domestic subsidiaries,
o 11 foreign subsidiaries,
• 3 domestic affiliates,
• 1 foreign affiliate,
• 1 jointly controlled domestic entity,
• 1 jointly controlled foreign entity.
The parent company of CIECH S.A. has a branch in Romania, a branch in Germany, and operates through its offices in
Inowrocław and Nowa Sarzyna. CIECH Trading Sp. z o.o. subsidiary has a branch in Bydgoszcz.
The trading activity is carried out mostly by CIECH S.A., domestic and foreign trading subsidiaries of CIECH S.A., as well as
selected manufacturing companies (CIECH Sarzyna S.A., CIECH Vitrosilicon S.A., SDC Group, CIECH Pianki Sp. z o.o.) while the
manufacturing activity is carried out by production companies, subsidiaries of CIECH S.A. The production is located in 8 plants,
with four largest production plants (two in Poland, one in Germany and one in Romania) operate in the Soda Segment and
manufacture sodium carbonate and soda derived products (in the case of CIECH Soda Romania S.A., the plant also
The strategic and operational goals
of the CIECH Group are attained
via organisational structure based
on vertical functions, including the
function of sales, production, pro-
curement, and support.
ORGANISATION, MANAGEMENT,
STRUCTURE AND HUMAN
RESOURCES
IN THE CIECH GROUP
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
106
manufactures products in the Silicates Segment, the soda plant in Janikowo also manufactures salt products and the plant in
Germany produces electric energy sold to third parties). The remaining 4 plants operating in the Agro, Foams, Silicates and
Packaging Segments are located in Poland. Soda production at the Romanian plant was suspended in the third quarter of
2019 (for more information, see current report No 40/2019).
5.2 SCOPE OF ACTIVITIES OF CIECH S.A. AND CONSOLIDATED ENTITIES WITHIN THE GROUP
Within the CIECH Group, the leading division of operations is the segmentation by industry which in 2021 includes the Soda
Segment, Agro Segment, Resins Segment (discontinued operations), Foams Segment, Silicates Segment, Packaging Segment.
A detailed description of the management segments is presented in item 1.3. The following diagram shows the structure of
the CIECH Group, including fully consolidated companies or companies accounted for using the equity method in the
consolidated financial statements of the CIECH Group as at 31 December 2021.
FIGURE 39: SEGMENT STRUCTURE OF THE CIECH GROUP AS AT 31 DECEMBER 2021
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107
Detailed information about the number of shares held by CIECH S.A./the CIECH Group in the equity of individual companies,
along with the consolidation methods, is presented in Note 9.5 to the Consolidated Financial Statements of the CIECH Group
for 2021.
5.3 SCOPE OF ORGANISATION AND MANAGEMENT IN THE CIECH GROUP AND CHANGES IN 2021
The CIECH Group operates based on the Constitution of the CIECH Group ("Constitution"), adopted by the Management Board
of CIECH in 2019. The Constitution is the highest-ranking internal legal act applicable to the CIECH Group entities, it is a specific
agreement between the companies of the CIECH Group. The Constitution creates the foundations of the management system
directing the activities of the CIECH Group to achieve the Interest of the CIECH Group. The interest of the CIECH Group is a
benefit achieved not at the level of individual companies of the CIECH Group, but at the level of the CIECH Group – through
the implementation of common strategic goals by CIECH, Business Units and Companies that are not part of Business Units
or constitute independent Business Units. The interest of the CIECH Group is consistent with the interest of CIECH sharehold-
ers.
The Constitution:
• regulates mutual relations between entities of the CIECH Group,
• indicates the sources of applicable regulations with which all entities of the CIECH Group must comply,
• sanctions the CIECH Group,
• introduces a BU-centric management model,
• enables the adoption and implementation of Corporate Documents in the CIECH Group companies.
Organizational changes in the CIECH Group
Key organisational changes in the CIECH Group:
• Appointment of a Group Health & Safety Manager – responsible for improving group standards across all manufacturing
plants and other parts of our organisation.
• Continuation of the reorganisation of the CIECH Group, aiming to effectively separate the roles of the Head Office, Busi-
ness Units and Support Functions. One of its elements was the transfer of further support functions to CIECH Services
Sp. z o.o. as a shared services centre whose primary objective is to centralise and standardise support functions through-
out the Group, including:
✓ providing support services under specified conditions and optimising the costs of operations,
✓ using innovative solutions to standardise and automate processes,
✓ achieving the highest possible level of internal customer satisfaction.
• Spin-off of Ciech Vitro Sp. z o.o. as an independent enterprise independently performing the tasks of production and
sales, in particular of glass packaging in the form of lanterns and utility jars, on the Polish and foreign market.
The intention behind all the organisational changes introduced as part of the reorganisation concept is the strategy, i.e. to
create a chemical holding company based on businesses that operate independently, i.e. that have all the right resources and
areas to manage their business effectively. The role of the Head Office is to set strategic directions, corporate standards, set
objectives for individual businesses, allocate capital within the Group, supervise the work of its functional teams in all com-
panies and support the desired organisational culture in the CIECH Group.
5.4 OWNERSHIP CHANGES
In 2021, the following changes occurred in relation to the companies in which CIECH S.A. held shares, either directly or
indirectly. These changes translated into changes in the structure of the CIECH Group.
CIECH Żywice Sp. z o.o.
On 1 March 2021, CIECH S.A. entered into an agreement for the sale of 74,677 shares in CIECH Żywice Sp. z o.o. with LERG
S.A. with its registered office in Pustków-Osiedle, accounting for 100% of shares in the share capital of CIECH Żywice Sp. z o.o.
The value of the Agreement (equal to the enterprise value being sold) is PLN 157,410 thousand. The final price of the Shares
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
108
being sold was determined in accordance with the rule arising from the Agreement. For details of the transaction, see current
reports No 27/2020 and 4/2021.
CIECH Vitro Sp. o.o. – demerger of the company
On 25 February 2021, the Extraordinary General Meeting was held to resolve on the demerger of the Company by transferring
a part of the assets of the Demerged Company, CIECH Vitrosilicon S.A., to the Acquiring Company, CIECH Vitro Sp. z o.o., in
exchange for the shares to be received by the shareholders of the Demerged Company in the increased share capital of the
Acquiring Company – demerger by spin-off. An organised part of the business (OPB) was spun off from CIECH Vitrosilicon S.A.
The OPB may constitute an independent enterprise independently performing the tasks of production and sales, in particular
of glass packaging in the form of lanterns and utility jars (the "Packaging Business").
The Extraordinary Shareholders’ Meeting of CIECH Vitro sp. z o.o., in connection with the demerger of CIECH Vitrosilicon S.A.
(the “Demerged Company”), increased the share capital of the Company from PLN 5 thousand to PLN 1,135.5 thousand, i.e.
by the amount of PLN 1,130.5 thousand, through the creation of 22,610 new shares in CIECH Vitro sp. z o.o. with a nominal
value of PLN 50 per share and a total nominal value of PLN 1,135.5 thousand, which were granted to shareholders of the
Demerged Company using the following share exchange ratio: 6,679,109 shares in the Demerged Company entitled to the
receipt of 22,610 shares in CIECH Vitro sp. z o.o. (the “Acquirer”) (i.e. 295.4 shares in the Demerged Company entitled to the
receipt of 1 share in the Acquirer) in the following manner:
• CIECH Soda Polska S.A., in exchange for 1,133,246 shares in the Demerged Company (constituting all shares in the De-
merged Company held by CIECH Soda Polska S.A.), took up 13,759 shares in CIECH Vitro sp. z o.o., which were covered
by a part of the OPB acquired from CIECH Vitrosilicon S.A,
• CIECH S.A., in exchange for 728,982 shares in the Demerged Company (representing a part of shares in the Demerged
Company held by CIECH S.A.), took up 8,851 shares in CIECH Vitro sp. z o.o., which were covered by a part of the OPB
acquired from CIECH Vitrosilicon S.A.
As of the date of registration of the share capital increase by the court, the capital structure was as follows:
• CIECH Soda Polska S.A. holds 13,759 shares, representing 60.59% of the share capital,
• CIECH S.A. holds 8,951 shares, representing 39.41% of the share capital.
On 1 April 2021, the Court registered the demerger of CIECH Vitrosilicon S.A., the reduction of the share capital of
CIECH Vitrosilicon S.A. and the increase of the share capital of CIECH Vitro Sp. z o.o.
As of 1 April 2021, CIECH S.A. is the sole shareholder of CIECH Vitrosilicon S.A.
CIECH Trading Sp. z o.o.
On 2 March 2021, the Extraordinary Shareholders’ Meeting of CIECH Trading Sp. z o.o. approved the decision of the Compa-
ny's Management Board to discontinue the business activity specified in the Company's Articles of Association, and obliged
the Company's Management Board to take all necessary actions to cease and wind up the business activity, and upon com-
pletion of the above measures to take a decision to dissolve the Company pursuant to Article 270 of the Code of Commercial
Companies.
On 25 May 2021, two Extraordinary General Meetings of CIECH Trading sp. z o.o. were held regarding cancellation of shares,
i.e: EGM - cancellation against consideration and amendment to the Company's Articles of Association:
1)
• cancellation of 1,524,390 shares in the Company's share capital with a total nominal value of PLN 76,219.5 thousand
in exchange for consideration of PLN 9.84 per canceled share, i.e. for total consideration amounting to
PLN 15,000 thousand by way of purchase of the above shares on the basis of an agreement to sell the shares by the
Company against the above consideration,
• The Management Board of the Company was authorised to purchase the shares (conclude an agreement) in order
to cancel them,
• the share capital will be reduced from PLN 107,455.4 thousand (by PLN 76,219.5 thousand) to PLN 31,235.9 thou-
sand through the cancellation of 1,524,390 shares with a total value of PLN 76,219.5 thousand. Following the re-
duction of the Company's share capital, it will be divided into 624,718 shares,
• the Company's Articles of Association will be amended.
2) EGM – cancellation without consideration and amendment to the Company's Articles of Association:
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
109
• cancellation of 504,000 shares in the Company's share capital with a total nominal value of PLN 25,200 thousand
(with the shareholder's consent), by way of purchase of the above shares on the basis of an agreement to sell the
shares by the Company without consideration for CIECH S.A.
• The Management Board of the Company was authorised to purchase the shares in order to cancel them (with the
shareholder's consent),
• the Company’s share capital will be reduced from PLN 31,235.9 thousand (by PLN 25,200 thousand) to PLN 6,035.9
thousand through the cancellation of 504,000 shares with a total value of PLN 25,200 thousand.
Following the reduction of the Company's share capital, it will be divided into 120,718 shares,
• the Company's Articles of Association will be amended.
CIECH S.A. is and will remain the sole shareholder of the Company.
The reduction of the share capital of CIECH Trading Sp. z o.o. described above took place after both reductions of the share
capital have been registered by the Court on 28 December 2021.
CIECH VENTURES Sp. z o.o.
On 25 February 2021, the Deed of Incorporation of CIECH VENTURES sp. z o.o., of which CIECH S.A. is the sole shareholder,
was drawn up. The company was established with the share capital of PLN 1,000 thousand, divided into 20 thousand shares
with a nominal value of PLN 50 each. The shares were acquired by CIECH S.A. in exchange for cash. The Company was regis-
tered by the court on 23 June 2021.
CIECH Soda Romania S.A.
On 24 May 2021, an Extraordinary Shareholders' Meeting of CIECH Soda Romania S.A. was held to resolve to reduce the
Company's share capital against consideration by reducing the value of shares by RON 0.11, i.e. from RON 0.25 to RON 0.14
per share. Following the reduction of the share value, the Company's share capital was reduced from RON 199,244,501.75 to
RON 111,576,920.98 and is divided into 796,978,007 shares with a nominal value of RON 0.14 each. The number of shares
and shareholders remains unchanged. On 17 August 2021, the reduction of the share capital of CIECH Soda Romania S.A.
became final. The consideration for the capital reduction payable to CIECH S.A. amounted to RON 86,560 thousand.
CIECH Agro Romania S.R.L.
CIECH Sarzyna S.A. established a new company – Ciech Agro Romania S.R.L. with its registered office in Ramnicu Valcea (Ro-
mania).
The Articles of Incorporation were drawn up on 26 March 2021, and the company was registered on 6 April 2021. The Com-
pany's share capital amounts to RON 4.87 thousand and is divided into 487 shares with a value of RON 10 per share. The sole
shareholder of the Company is CIECH Sarzyna S.A.
CIECH Transclean Sp. z o.o.
On 21 July 2021, the Extraordinary Shareholders’ Meeting of CIECH Transclean Sp. z o.o. was held regarding cancellation of
shares against consideration and reduction of the share capital:
• cancellation of 8,548 shares in the Company's share capital with a total nominal value of PLN 4,274 thousand in exchange
for consideration of PLN 506.56 per canceled share, i.e. for total consideration amounting to PLN 4,330 thousand by way
of purchase of the above shares on the basis of an agreement to sell the shares by the Company against the above
consideration,
• The Management Board of the Company was authorised to purchase the shares (conclude an agreement) in order to
cancel them,
• following the cancellation of shares, the share capital will be reduced from PLN 4,322 thousand (by PLN 4,274 thousand)
to PLN 48 thousand through the cancellation of 8,548 shares with a total value of PLN 4,274 thousand. Following the
reduction of the Company's share capital, it will be divided into 96 shares,
• the Company's Articles of Association will be amended.
The reduction of the share capital of CIECH Trasclean Sp. z o.o. described above took place the reduction has been registered
by the Court on 3 February 2022.
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110
CIECH Services sp. z o.o.
On 15 July 2021, the Extraordinary Shareholders’ Meeting of CIECH Services Sp. z o.o. increased the Company's share capital
by PLN 1,995 thousand, i.e. from PLN 5 thousand to PLN 2,000 thousand through creation of 39,900 new, equal and indivisible
shares with a nominal value of PLN 50 per share. The right to subscribe for all 39,900 newly created shares in the Company's
share capital was granted to the existing shareholder, CIECH S.A. The newly created shares were subscribed in exchange for
a cash contribution of PLN 1,995 thousand. The court registered the increase in the share capital of CIECH Services Sp. z o.o.
on 25 August 2021. As a result of the increase, the share capital of CIECH Services Sp. z o.o. is divided into 4 thousand shares,
with a total nominal value of PLN 2,000 thousand (the nominal value for 1 share is PLN 500). CIECH was and remained the
sole shareholder of the Company.
Smart Fluid S.A. (former name: Smart Fluid sp. z o.o.)
On 7 June 2021, an Extraordinary Shareholders' Meeting was held concerning the transformation of a limited liability com-
pany (spółka z ograniczoną odpowiedzialnością) into a joint stock company (spółka akcyjna). Following the transformation,
the share capital of Smart Fluid S.A. amounts to PLN 106 thousand and is divided into 1,060,000 series A registered shares of
the value of PLN 0.10 each, which were acquired by:
a) CIECH R&D Sp. z o.o. with its registered office in Warsaw (a subsidiary of CIECH S.A.) – 560,000 series A registered shares
with a total nominal value of PLN 56 thousand, representing 52.83% of the share capital,
b) Others – 500,000 series A registered shares with a total value of PLN 50 thousand, representing 47.17% of the share
capital.
On 9 September 2021, the court registered the transformation of Smart Fluid Sp. z o.o. into Smart Fluid S.A.
The share capital of the Joint Stock Company, in order to bring its amount in line with the minimum amount of share capital
of a joint stock company specified in Article 308 § 1 of the Code of Commercial Companies, was determined and covered as
follows:
• the amount of PLN 10.6 thousand represents the amount of the share capital of the limited liability company;
• the amount of PLN 95.4 thousand was covered from the supplementary capital of the limited liability company.
Cerium Sp. z o.o. w likwidacji (in liquidation)
On 31 August 2021, the court struck Cerium Sp. z o.o. in liquidation from the Register of Entrepreneurs.
CIECH Salz Deutschland GmbH
On 26 October 2021, the Shareholders' Meeting of CIECH Salz Deutschland GmbH resolved to increase the Company's share
capital by EUR 5,975 thousand by establishing one new share with a nominal value of EUR 5,975 thousand, which was taken
up by CIECH S.A. in exchange for cash. As a result of the increase, the share capital increased from EUR 3,025 thousand to
EUR 9,000 thousand. The court registered the share capital increase on 18 November 2021. CIECH S.A. was and remained the
sole shareholder of the Company.
CIECH Sól Sp. z o.o.
On 13 December 2021, the Deed of Incorporation of CIECH Sól Sp. z o.o., with a share capital of PLN 5 thousand, divided into
100 shares with a nominal value of PLN 50 each, was drawn up. The share capital was fully covered with cash, all shares were
taken up by CIECH S.A. The court, by decision of 7 February 2022, registered CIECH Sól Sp. z o.o. CIECH S.A. is the sole share-
holder of the Company.
5.5 EMPLOYMENT STRUCTURE AND HUMAN RESOURCES
Employment structure
As at the end of 2021, the CIECH Group (the parent company, CIECH S.A., and fully consolidated subsidiaries) employed
3,322 people (of which 216 employees in CIECH S.A.). As at the end of the comparable period, i.e. 2020, the Group employed
3,415 people (including 341 in CIECH S.A.). About 84% employees work in Poland, the majority of which is employed by the
production department.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
111
TABLE 37: EMPLOYMENT IN THE CIECH GROUP – WHITE COLLAR WORKERS AND BLUE COLLAR WORKERS
31.12.2021/2021
31.12.2020/2020
Headcount
3,322
3,415
White-collar workers
1,365
1,424
Blue-collar workers
1,957
1,991
Average headcount
3,387
3,445
White-collar workers
1,392
1,435
Blue-collar workers
1,995
2,010
FIGURE 40: EMPLOYMENT IN THE CIECH GROUP – BUSINESS AREAS
The CIECH Group is a responsible employer and undertakes a number of actions aimed at improving the efficiency of
communication with employees and enhancing their satisfaction and involvement.
Management and
administration;
2,8%
Investments, R&D;
17,0%
Legal and
environmental
protection; 0,8%
Marketing, IT, HR;
3,5%
Finance; 3,9%
Production, sales,
purchases; 68,0%
Other; 4,0%
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
112
6. SHARES AND SHAREHOLDERS
6.1 SHAREHOLDER STRUCTURE OF CIECH S.A.
The shares of CIECH S.A. are listed on Warsaw Stock Exchange and on Frankfurt Stock Exchange. The share capital of CIECH
S.A. amounts to PLN 263,500,965 and is divided into 52,699,909 shares with a nominal value of PLN 5 each, including:
• 20,816 A-series ordinary bearer shares,
• 19,775,200 B-series ordinary bearer shares,
• 8,203,984 C-series ordinary bearer shares,
• 23,000,000 D-series ordinary bearer shares,
• 1,699,909 E-series ordinary bearer shares.
To the best knowledge of CIECH S.A., entities holding significant blocks of shares (at least 5%) are the entities listed
below:
FIGURE 41: SHAREHOLDER STRUCTURE AS AT THE DATE OF APPROVAL OF THIS REPORT
*KI Chemistry s.à.r.l. is a subsidiary of Kulczyk Investments.
Free float
NN OFE
AVIVA OFE
37.83%
51.14% KI Chemisty SARL*
5.18%
5.85%
SHARES AND SHAREHOLDERS
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113
6.2 CIECH S.A. ON THE STOCK EXCHANGE
6.2.1 CIECH S.A. ON THE WARSAW STOCK EXCHANGE
Shares of CIECH S.A. debuted on the Warsaw Stock Exchange on 10 February 2005. In February 2011, the company completed
the process of issuing shares with pre-emptive rights, and as a result, it issued ordinary bearer shares, which were first quoted
on 30 March 2011. Shares of CIECH S.A. are quoted on the primary market of the Warsaw Stock Exchange in the continuous
trading system.
TABLE 38: BASIC INFORMATION ON THE SHARES
Name
CIECH S.A.
Abbreviated name
CIECH
Ticker
CIE
ISIN
PLCIECH00018
Bloomberg ticker
CIE PW
Reuters ticker
CIEP.WA
Listed from
10.02.2005
Number of shares
52,699,909
Free float
37.83%
Segment
Large company (capitalisation of over EUR 250 million)
Sector
Basic chemistry
Main indices
WIG, WIG140, WIG-Poland, mWIG40, mWIG40TR, WIG-CHEMIA, WIG.MS-
PET, WIG-ESG, CEEplus, InvestorMS, MSCI Emerging Markets Index, FTSE
Developed Small Cap Index
TABLE 39: INDICES CONTAINING CIECH S.A.’S SHARES
Index
Description
Share of CIECH S.A.’s
shares
in the index
The WIG index is the first stock exchange index and has been calculated since 16
April 1991. The first value of the WIG index was 1000 points. Currently, WIG includes
all companies listed on the WSE Main List that meet the basic criteria for
participation in indices. The WIG index follows the diversification principle, aimed at
the limiting the share of a single company and a single exchange sector. It is a total
return index and thus when it is calculated it accounts for both prices of underlying
shares and income from dividend and pre-emptive rights.
0.310%
The WIG-Poland index (formerly WIG-PL) is the first national index calculated by the
stock exchange since 22 December 2003. The index includes only shares of domestic
companies listed on the WSE Main List that meet the basic criteria for participation
in the indices. The historical values and index rules are identical to those of the WIG
0.322%
Since 2014, the major shareholder of CIECH S.A. is
a long-term strategic investor – Kulczyk Investments.
It is an international investment company focused on business
opportunities in high growth markets.
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Index
Description
Share of CIECH S.A.’s
shares
in the index
index. This means that from 16 April 1991 to 19 December 2003, the values and
portfolio structure of the two indices were the same. At present, both values as well
as WIG-PL and WIG index participants are different. WIG-Poland, like WIG, is a total
return index and thus when it is calculated it accounts for both prices of underlying
shares and income from dividend and pre-emptive rights.
mWIG40 index is successor of MIDWIG index and has been calculated since 31
December 1997 and comprises 40 medium size companies listed at WSE Main
Market. The initial value of index was 1,000 points. mWIG40 is an price index and
thus when it is calculated it accounts only for prices of underlying shares whereas
dividend income is excluded. The mWIG40 index excludes WIG20 and sWIG80 index
participants and foreign companies listed at WSE and other markets with the market
capitalization at the ranking date above EUR 1 billion.
1.375%
MWIG40TR index has been calculated since 18 September 2017, based on the value
of a portfolio of 40 medium size companies on the WSE Main Market. The index base
value was set at 2346.14 points on 31 December 2009. Unlike mWIG40, mWIG40TR
is the total return index, which means that it is calculated taking into account prices
of underlying shares and dividend income. All other index construction rules are
consistent with the mWIG40 index methodology.
1.461%
The WIG-chemia index is a sectoral index, which is comprised of companies which
participate in the WIG index and are at the same time categorized as “chemistry”
companies. The sub-index portfolio contains the same holdings as the WIG index
portfolio. The index base date is 19 September 2008 and the index value on that
date was 3836.10 points. The methodology of the sub-index is the same as that of
the WIG index, i.e. it is a total return index and thus when it is calculated it ac-
counts for both prices of underlying shares and income from dividend and pre-
emptive rights.
33.658%
WIG140
WIG140 index has been calculated since 20 December 2021 based on the value of
portfolio of 140 companies participating in WIG20, mWIG40 and sWIG80 indices’
portfolios. The base value of WIG140 index was set at 30 December 2016 at the level
of 1,000.00 points. WIG140 is a total return index and thus when it is calculated it
accounts for both prices of underlying shares and income from dividend and pre-
emptive rights. The weight of individual company in the index portfolio is limited to
10% and the share of companies from one sector is limited to 30%.
0.321%
WIG.MS-PET
The WIG-ESG index has been published since 18 March 2019 on the basis of the value
of portfolio of 5 most liquid companies covering following sectors: fuels, gas and
chemicals. The base value of WIG.MS-PET index was set at 29 December 2017 at the
level of 10,000.00 points. It is a price index and thus when it is calculated it accounts
only for prices of underlying shares whereas dividend income is excluded. The weight
of individual company in the index portfolio is limited to 40%.
4.066%
The WIG-ESG index has been published since 3 September 2019 based on the value
of portfolio of companies recognized as socially responsible, i.e. those that comply
with the principles of socially responsible business, in particular in the field of
environmental, social, economic and corporate governance issues. The base value of
WIG.MS-PET index was set at 28 December 2018 at the level of 10,000.00 points.
WIG-ESG is a total return index and thus when it is calculated it accounts for both
prices of underlying shares and income from dividend. The weight of individual
company in the index portfolio is limited to 10%, while the total share of companies,
each of which exceeds 5%, is limited to 40%.
0.309%
CEEplus
The CEEplus index has been published since 4 September 2019 based on the value
of the portfolio of the largest and most liquid companies listed on stock exchanges
from the Central Europe region of Croatia, the Czech Republic, Poland, Romania,
Slovakia, Slovenia and Hungary. The base value of WIG.MS-PET index was set at 30
August 2019 at the level of 1,000.00 points. CEEplus is a price index and thus when
it is calculated it accounts only for prices of underlying shares whereas dividend
income is excluded. The weight of individual company in the index portfolio is limited
to 10%, while the total share of companies, each of which exceeds 5%, is limited to
40%. The weight of companies from one stock exchange from the region may not
exceed 50%.
0.140%
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Index
Description
Share of CIECH S.A.’s
shares
in the index
InvestorMS is a third-party index calculated by the WSE at the request of Investors
TFI S.A. The index tracks the performance of the stock of small and mid-cap compa-
nies in the investment focus of the fund Investor Top 25 Małych Spółek FIO. The In-
vestor MS index is the fund’s investment performance benchmark. The methodol-
ogy of the Investor MS index was developed jointly by the Warsaw Stock Exchange
and Investors TFI S.A. The index base date is 31 December 2002 and its initial value
was 1000 points.
1.051%
MSCI Emerging Markets Index – one of the indices calculated by MSCI ESG Research.
Index created for investors looking for companies whose business profile is focused
on emerging markets.
<0.03%
FTSE Developed Small Cap Index – the index includes shares of low-capitalisation
companies from developed markets. The Index is part of the FTSE Global Equity Index
Series (GEIS), which covers approximately 98% of the world's market capitalisation.
<0.005%
Data: WSE, MSCI, FTSE Russell
Share prices
FIGURE 42: CHANGES IN PRICES OF CIECH S.A.’S SHARES IN 2021 IN COMPARISON WITH CHANGES IN INDICES
Source: stooq.pl
Stock market quotations climbed for most of the year, reflecting the positive economic situation and rebounding from a
negative 2020. WIG, the main WSE index, increased by 20% year-on-year to 69,296.26 points.
Over the past year, mWIG40, an index of mid-cap companies that includes CIECH, increased by 30% to 5,291.72 points. The
WIG-Chemia industry index went up by 23% to 9,822.11 points.
-10%
0%
10%
20%
30%
40%
50%
60%
70%
CIE WIG mWIG40 WIG-Chemia
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CIECH's share price increased by 35% over the course of 2021, significantly
outperforming the indices to PLN 42 on the last December session of the year.
For the first three months of the year, the price fluctuated between about PLN
30 and about PLN 33, reaching an annual floor of PLN 29.54 on 29 January.
Following the publication of the financial results for 2020, the outlook for 2021
and the announcement of the dividend, the share price reacted with large jumps,
exceeding PLN 50 and reaching an annual peak of PLN 51.7 on 15 September. The last quarter brought a correction, driven
among other things by concerns about the economic situation, further spread of the pandemic and its impact on the market
for CIECH's main products. However, from November onwards, the share price started to rise again, reflecting, among other
things, good financial performance in line with the announced guidance and a favourable outlook for the soda ash market.
FIGURE 43: PRICE OF CIECH S.A.’S SHARES AND TRADING VOLUME IN 2021
Source: stooq.pl
Closing of the transaction for the sale of 100% shares in CIECH
Żywice Sp. z o.o. (CR No 4 of 1 March)
Commencement of the commissioning phase of a significant
investment project (saltworks) (CR No 16 of 19 May)
Conclusion of a facilities agreement and other agreements
related to the facilities agreement (refinancing) (CR No 7 of
16 March)
Publication of the Report for Q1 2021 (27 May)
Execution of a letter of intent to continue cooperation in the
construction of a thermal waste treatment plant by a
subsidiary of the Issuer (CR No 9 of 26 March)
Annual General Meeting (22 June)
Publication of Annual Reports for 2020 (22 April)
Dividend payment (PLN 3 per share) (8 July)
CIECH Group 2021 earnings forecast. (CR No 12 of 22 April)
Execution of a letter of intent on establishing cooperation in
the use of energy from small and micro modular nuclear
reactors. (CR No 31 of 8 September)
Publication of ESG strategy "Chemistry for a better world" (11
May)
Publication of the Report for H1 2021 (23 September)
Recommendation of the Management Board of CIECH S.A.
regarding allocation of profit for 2020 and payment of
dividend (CR No 15 of 18 May)
Publication of the Report for Q3 2021 (25 November)
PLN 2.2 billion
- market capitalisation of
CIECH S.A.
at the end of 2021
1
2
3
4
5
6
7
8
9
10
11
12
13
14
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Key data concerning shares of CIECH S.A.
CIECH S.A.’s shares listed on the Warsaw Stock Exchange are characterised by high liquidity. In 2021, the average number of
the company’s shares changing hands in a trading session was 97 thousand (vs 85 thousand in 2020), and the average volume
of trading per session was PLN 3.8 million (compared to PLN 2.7 million in the previous year).
TABLE 40: DATA CONCERNING SHARES OF CIECH S.A. AT THE WSE
CIECH S.A.’s shares – statistics
2021
2020
2019
Number of shares
52,699,909
52,699,909
52,699,909
Closing share price as at the last quotation day in the year (PLN)
42.0
32.2
39.7
Capitalisation of the company as at the end of the year (PLN million)
2,213
1,697
2,092
Maximum price in the year (PLN)
51.7
41.7
60.55
Minimum price in the year (PLN)
29.54
21.1
30
Average trading volume per session (number of shares)
96,822
85,042
63,900
Average trading value per session (PLN)
3,801
2,702
2,859
Source: CIECH S.A., WSE data.
6.2.2 CIECH S.A. ON THE FRANKFURT STOCK EXCHANGE
On 23 August 2016, CIECH S.A.’s shares were admitted to trading in the Frankfurt Stock Exchange and are listed on the
regulated market, in the General Standard sub-segment. The decision of the Management Board of the company was another
step in the implementation of a strategy of expansion of the leading Polish chemical company in international markets.
TABLE 41: KEY INFORMATION ABOUT SHARES LISTED ON THE FRANKFURT STOCK EXCHANGE
Ticker
CHX
Listed from
23.08.2016
Number of shares
52,699,909
Market
General Standard sub-segment
6.2.3 INVESTOR RELATIONS
In order to pursue the highest standards of corporate governance and communication, ensure continuous and equal access
to information about the Group to all stakeholders, and to meet their needs, CIECH S.A. makes various efforts in the area of
investor relations. Effective communication with the equity market and the transparency thereof are among the key priorities
of CIECH S.A. that contribute to its shareholder value.
Due to the epidemic, most communication efforts have migrated to remote communication channels. Both companies and
investors have had to switch to new forms of contact, but experience shows that the efficiency of information exchange has
been maintained.
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CIECH S.A.'s key investor relations activities:
• Direct meetings – the company organises group meetings with the Management Board to discuss financial performance
which are publicly available through CIECH's corporate YouTube channel. Representatives of the Company are also
available for individual meetings where required.
• Investor conferences in Poland and abroad – the company also actively meets with investors in Poland and abroad
during conferences organised by brokers. For safety reasons and due to restrictions related to the COVID-19 pandemic
in 2021, CIECH representatives participated in virtual conferences only.
• Active “Investor relations” tab on the company’s website – on the website the company publishes information about
the most important events and presents materials supporting the analysis of the company (e.g. presentations and
recordings of meetings with the Management Board).
Awards and distinctions received in 2021 for efforts related to communication with investors and presence in the equity
market:
The financial statements of CIECH S.A. for 2020 were appreciated by the jury of the 16
th
edition of "The Best Annual Report” competition. The competition is organised annually by
the Institute of Accounting and Taxation, and aims to promote annual reports, prepared by
WSE listed companies, with the greatest value for investors and shareholders. CIECH was
awarded in this competition for the sixth time.
In this year's edition of "The Best Annual Report" competition, the company won an award
from the "Rachunkowość" monthly for the consistently high level of financial statements
prepared in accordance with IFRS/IAS (International Financial Reporting Standards or
International Accounting Standards) guidelines. This is the sixth award for CIECH S.A. in this
prestigious competition. In recent years, the company has received: the distinction for the
best directors' report (2017 edition), the 3rd Grand Prize (2018 edition) and the distinction of
the "Rachunkowość" monthly for the greatest progress in improving the quality of financial
statements (2019 edition).
CIECH won the first prize ("diamond prize") in the "ESG Leaders" competition, in the
"Strategy" category, organised by the Warsaw Stock Exchange, the consulting firm PwC and
NN Investment Partners TFI.
The "ESG Leaders" competition is addressed to companies and institutions implementing an
outstanding ESG strategy, offering innovative products and services with a positive impact on
the environment, as well as conducting effective information and promotion campaigns in
the field of sustainable development. The awards were granted in three main categories:
“Strategy”, “Innovation” and “Educational Program”. In this former category, ESG strategies
adopted in organisations in 2020 and 2021 were assessed by the Award Committee.
CIECH was among the companies awarded with the WNP Awards - distinctions granted by the
editors of the WNP.PL portal to people, institutions and enterprises that have a significant
impact on positive economic transformations, setting the directions of development for
others, illustrating important trends in the economy with their activity.
In their justification, the competition organisers stressed that the award was granted "for
making bold commitments and committing to an ambitious ESG strategy – particularly in the
area of greenhouse gas emissions reduction".
TABLE 42: REPORTING CALENDAR OF THE CIECH GROUP AND CIECH S.A.
Date
Interim report
29.03.2022
Consolidated and separate annual report for 2021
19.05.2022
Consolidated report for the first quarter of 2022
25.08.2022
Consolidated report for the first half of 2022
17.11.2022
Consolidated report for the three quarters of 2022
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TABLE 43: INSTITUTIONS SUBMITTING RECOMMENDATIONS FOR CIECH S.A.’S SHARES IN 2021
Institution
Analyst
Address details
BDM
Krystian Brymora
brymora@bdm.com.pl
PKO BP BM
Tomasz Kasowicz
tomasz.kasowicz@pkobp.pl
Trigon DM
Michał Kozak
michal.kozak@trigon.pl
BM Banku Pekao S.A.
Krzysztof Kozieł
Krzysztof.koziel@pekao.com.pl
Erste Securities
Jakub Szkopek
jakub.szkopek@erstegroup.com
DM BOŚ
Łukasz Prokopiuk
l.prokopiuk@bossa.pl
Santander BM
Michał Sopiel
michal.sopiel@santander.pl
mBank BM
Antoni Kania-Chęciński
antoni.kania@mbank.pl
WOOD & Company
Paweł Wieprzowski
pawel.wieprzowski@wood.com
Dividend
Until the date of approval of the financial statements for publication, the Management Board of CIECH SA has not adopted a
resolution on the proposed distribution of net profit for 2021.
On 22 June 2021, the Annual General Meeting of CIECH S.A. resolved to:
1. allocate the entire net profit of CIECH S.A. for 2020 in the amount of PLN 155,287 thousand to the payment of a
dividend;
2. transfer PLN 2,812 thousand from profit capital reserves, which may be allocated to dividend payments, to dividend
payments;
3. pay out a dividend of PLN 158,099 thousand, i.e. PLN 3 per share, from the net profit of CIECH S.A. for 2020, increased
by the amount transferred from the capital reserves created from profits.
At the same time, the Annual General Meeting of CIECH S.A. set the dividend record date for 30 June 2021 and the dividend
payment date for 8 July 2021.
TABLE 44: DIVIDENDS PAID
2021
2020
2019
Dividend paid
158,099
-
-
Number of shares
52,699,909
52,699,909
52,699,909
Dividend per share – DPS (PLN) (*)
3
-
-
Dividend yield – DY (%) (**)
6.12%
-
-
(*) DPS: Dividend per share
(**) DY: (DPS/ share price on the last day enabling the acquisition of shares with the right to dividend***)
(***) Share price two business days before the date of establishing the right to dividend
6.3 OTHER INFORMATION CONCERNING SHARES AND SHAREHOLDERS
Issue of securities and utilisation of proceeds from issue of shares
In 2005 and 2011, CIECH S.A. issued securities. Proceeds from these issued were used for investments, debt reduction and
restructuring efforts.
In 2021, the CIECH Group used no proceeds from the issue of shares.
Purchase of treasury shares
CIECH S.A. and other entities of the CIECH Group did not hold and did not acquire any shares of CIECH S.A.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
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Agreements on potential changes in the shareholder structure
In 2021, after the reporting date and prior to the date of publication of this report, no agreements were signed that could
influence the changes in the proportions of shares held by current shareholders.
Employee share schemes
In 2021, there were no employee share schemes offered in the CIECH Group.
Number of shares of CIECH S.A. and other CIECH Group entities held by managers and supervisors of CIECH S.A.
Management Board of CIECH S.A.:
Mr Dawid Jakubowicz – President of the Management Board of CIECH S.A. held 25,713 shares of CIECH S.A.
Mr Jarosław Romanowski – Member of the Management Board of CIECH S.A. held 7,550 shares of CIECH S.A.
Mr Mirosław Skowron – Member of the Management Board of CIECH S.A., held 11,854 shares of CIECH S.A.
Supervisory Board of CIECH S.A.:
Mr Sebastian Kulczyk – President of the Supervisory Board of CIECH S.A., held indirectly 26,952,052 shares of
CIECH S.A., representing 51.14% of the company’s share capital.
Mr Marek Kośnik – Member of the Supervisory Board of CIECH S.A., held 3,582 shares of CIECH S.A.
Managing Director of CIECH S.A.:
Mr Rafał Czubiński – Managing Director of CIECH S.A. held 10,310 shares of CIECH S.A.
Other Supervisory Board Members of CIECH S.A. did not hold any shares of the Company.
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7. CORPORATE GOVERNANCE
7.1 SET OF CORPORATE GOVERNANCE PRINCIPLES APPLIED BY CIECH S.A.
This representation is a separate part of the Director’s Report of the CIECH Group and CIECH S.A. for 2021.
In 2021, CIECH S.A. was subject to:
1. until 21 July 2021 – corporate governance principles contained in the document “Best Practice of WSE Listed
Companies 2016” adopted by Resolution No 26/1413/2015 of the Supervisory Board of Giełda Papierów
Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) of 13 October 2015. This set is available at the website
of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) at:
https://www.gpw.pl/pub/GPW/files/PDF/GPW_1015_17_DOBRE_PRAKTYKI_v2.pdf oraz
2. as of 21 July 2021 – corporate governance principles contained in the document “Best Practice of WSE Listed
Companies 2021” adopted by Resolution No 13/1834/2021 of the Supervisory Board of Giełda Papierów
Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) of 29 March 2021 which became legally effective on 1
July 2021. This set is available at the website of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock
Exchange) at:
https://www.gpw.pl/pub/GPW/files/PDF/dobre_praktyki/DPSN21_BROSZURA.pdf
The Management Board of CIECH S.A. represents that in the financial year ended 31 December 2021, since 21 July 2021,
CIECH S.A. and its authorities complied with the corporate governance rules contained in the document “Best Practice of WSE
Listed Companies 2021”, with exceptions described in item 7.2 below.
7.2 CORPORATE GOVERNANCE PRINCIPLES CONTAINED IN THE DOCUMENT “BEST PRACTICE OF WSE
LISTED COMPANIES 2021” WHICH WERE NOT APPLIED BY THE ISSUER IN 2021
The Management Board of CIECH S.A. takes efforts to ensure the highest compliance with principles contained in the set
“Best Practice of WSE Listed Companies 2021”. In 2021, the Company departed from the application 9 principles: 2.1., 2.2.,
2.11.3., 2.11.4., 2.11.5., 2.11.6., 3.4., 3.9., 6.2. The reasons for departing from the aforementioned detailed principles are
indicated below:
CORPORATE GOVERNANCE
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TABLE 45: CORPORATE GOVERNANCE PRINCIPLES NOT APPLIED BY CIECH S.A.
Principle
number
Content
Reasons for departing from the principle
2. MANAGEMENT BOARD AND SUPERVISORY BOARD
2.1.
Companies should have in place a diversity policy applicable
to the management board and the supervisory board,
approved by the supervisory board and the general meeting,
respectively. The diversity policy defines diversity goals and
criteria, among others including gender, education,
expertise, age, professional experience, and specifies the
target dates and the monitoring systems for such goals. With
regard to gender diversity of corporate bodies, the
participation of the minority group in each body should be at
least 30%.
CIECH S.A. will develop and implement a diversity
policy with regard to the management board and
supervisory board by the date of the General Meeting
of the Company approving the financial statements for
2021. The diversity policy will define, among others,
the way to achieve the objectives set out in principle
2.1.
Supervisory Board of CIECH S.A. on 24 March 2022
adopted the Diversity Policy for the Management
Board of CIECH S.A. Diversity policy for the supervisory
board of CIECH S.A. will be the subject of the Ordinary
General Meeting of CIECH S.A. in 2022.
2.2.
Decisions to elect members of the management board or the
supervisory board of companies should ensure that the
composition of those bodies is diverse by appointing persons
ensuring diversity, among others in order to achieve the
target minimum participation of the minority group of at
least 30% according to the goals of the established diversity
policy referred to in principle 2.1.
Principle 2.2. will be applied by CIECH S.A. to the extent
specified in the diversity policy for members of the
management board and supervisory board referred to
in the comment to principle 2.1.
This rule is applied to the composition of the
Management Board of CIECH S.A.
2.11.3.
In addition to its responsibilities laid down in the legislation,
the supervisory board prepares and presents an annual
report to the annual general meeting once per year. Such
report includes at least the following:
assessment of the company’s standing on a consolidated
basis, including assessment of the internal control, risk
management and compliance systems and the internal audit
function, and information about measures taken by the
supervisory board to perform such assessment; such
assessment should cover all significant controls, in particular
reporting and operational controls;
The supervisory board prepares an assessment of the
company’s standing on a consolidated basis, including
assessment of the internal control, risk management
and compliance systems and the internal audit
function. This assessment covers all significant
controls, in particular reporting and operational
controls. The assessment of the supervisory board
does not include information on the steps that the
supervisory board has taken to carry out this
assessment. The principle in its entirety was to be
applied by CIECH S.A. until the date of the General
Meeting approving the financial statements for 2021.
The Management Board of CIECH S.A. adopted
principle No 2.11.3 for application on 24 February
2022.
2.11.4.
In addition to its responsibilities laid down in the legislation,
the supervisory board prepares and presents an annual
report to the annual general meeting once per year. Such
report includes at least the following:
assessment of the company’s compliance with the corporate
governance principles and the manner of compliance with
the disclosure obligations concerning compliance with the
corporate governance principles defined in the Exchange
Rules and the regulations on current and periodic reports
published by issuers of securities, and information about
measures taken by the supervisory board to perform such
assessment;
The principle in its entirety was to be applied by CIECH
S.A. until the date of the General Meeting approving
the financial statements for 2021 and appropriate
changes were to be made to the company's internal
regulations.
The Management Board of CIECH S.A. adopted
principle No 2.11.4 for application on 24 February
2022.
2.11.5.
In addition to its responsibilities laid down in the legislation,
the supervisory board prepares and presents an annual
report to the annual general meeting once per year. Such
report includes at least the following:
assessment of the rationality of expenses referred to in
principle 1.5;
The principle in its entirety was to be applied by CIECH
S.A. until the date of the General Meeting approving
the financial statements for 2021 and appropriate
changes were to be made to the company's internal
regulations.
The Management Board of CIECH S.A. adopted
principle No 2.11.5 for application on 24 February
2022.
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123
Principle
number
Content
Reasons for departing from the principle
2.11.6.
In addition to its responsibilities laid down in the legislation,
the supervisory board prepares and presents an annual
report to the annual general meeting once per year. Such
report includes at least the following:
information regarding the degree of implementation of the
diversity policy applicable to the management board and the
supervisory board, including the achievement of goals
referred to in principle 2.1.
The principle will be applied by CIECH S.A. after the
implementation of the diversity policy referred to in
the commentary to principle 2.1. Information on the
achievement of the objectives referred to in principle
2.1. will be included in the report referred to in
principle 2.11.6 as soon as the objectives have been
achieved, in accordance with the timetable set out in
the diversity policy.
This rule is applicable to the management of the
Company.
3. INTERNAL SYSTEMS AND FUNCTIONS
3.4.
The remuneration of persons responsible for risk and
compliance management and of the head of internal audit
should depend on the performance of delegated tasks rather
than short-term results of the company.
In CIECH S.A. and the CIECH Group, all key managers
are covered by the short-term (annual) Performance
Management bonus programme. This programme also
covers individuals responsible for risk management
and compliance, as well as the person in charge of
internal audit. The launch of the annual bonus
depends, among others, on the achievement of short-
term results of the CIECH Group and quality objectives.
In CIECH S.A.'s opinion, there is no need to exclude the
aforementioned persons from the Performance
Management programme. The effect assumed in
principle 3.4 will be achieved, among others, by
introducing, to the qualitative objectives of individuals
responsible for risk management and compliance and
the person in charge of internal audit an additional
task related to the ethical performance of their duties.
3.9.
The supervisory board monitors the efficiency of the systems
and functions referred to in principle 3.1 among others on
the basis of reports provided periodically by the persons
responsible for the functions and the company’s
management board, and makes annual assessment of the
efficiency of such systems and functions according to
principle 2.11.3. Where the company has an audit
committee, the audit committee monitors the efficiency of
the systems and functions referred to in principle 3.1, which
however does not release the supervisory board from the
annual assessment of the efficiency of such systems and
functions.
The principle was to be applied in full after an
appropriate amendment to CIECH S.A.'s internal
regulations, which was to be completed by the date of
the CIECH S.A. General Meeting approving the
financial statements for 2021.
The Management Board of CIECH S.A. adopted
principle No 2.11.3 for application on 24 February
2022.
Prior to this date, the Supervisory Board of CIECH S.A.
carried out an annual assessment of the effectiveness
of the functioning of the systems and functions
referred to in principle 3.1. As of 24 February 2022, the
audit committee of the supervisory board will receive
periodic reports provided directly by the persons
responsible for these functions and the management
board of CIECH S.A.
6. REMUNERATION
6.2.
Incentive schemes should be constructed in a way necessary
among others to tie the level of remuneration of members of
the company’s management board and key managers to the
actual long-term standing of the company measured by its
financial and non-financial results as well as long-term
shareholder value creation, sustainable development and
the company’s stability.
The incentive scheme for the members of the
Management Board and key managers operated in
CIECH S.A. depended, among other things, on the level
of remuneration for the members of the Management
Board of the company and its key managers on the
actual, long-term situation of the company in terms of
financial performance and long-term growth of
shareholder value, as well as stability of CIECH S.A.'s
operations. The scheme ran from 2019 to 2021. The
non-financial results and sustainable development of
CIECH S.A. and the CIECH Group will be taken into
account when developing a new incentive scheme,
provided that such a scheme is prepared and
implemented.
As at 24 February 2022, CIECH S.A. complies with
principle 6.2.
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7.3 CORPORATE GOVERNANCE PRINCIPLES ON INFORMATION POLICY AND COMMUNICATION WITH
INVESTORS (Chapter 1)
The Company actively communicates with shareholders, potential shareholders, analysts and other capital market stakehold-
ers. The Company has an Investor Relations and ESG Department responsible for activities in this area. The Company's rep-
resentatives are available to interested individuals and institutions, responding promptly to their queries and attending per-
sonal/remote meetings whenever possible.
Once a quarter, the Company's Management Board meets with representatives of the capital market. During the meetings
the Management Board, among other things, presents and discusses the Company's financial results and market situation
and answers questions. These meetings are streamed live on the corporate YouTube channel and recordings are also available
on the Company's website at any time. The company has an ESG strategy entitled "Chemistry for a Better World", which
addresses, in a comprehensive manner, the issues relevant to the company's stakeholders that fall under the ESG factors.
The strategy contains eight commitments: three on climate and the environment, three on people and society and two on
cooperation and corporate governance. In particular, the Strategy sets ambitious decarbonisation targets as, according to the
Company's ESG materiality analysis, the issue of containing and combating climate change is the most important medium and
long-term ESG challenge. Detailed information on the strategy and its objectives is available at: esgciech.com
7.4 MANAGEMENT BOARD AND SUPERVISORY BOARD (Chapter 2)
All members of the Company's Management Board and Supervisory Board have the in-depth knowledge, extensive experi-
ence and skills necessary to perform their functions and enabling the members of the Management Board to effectively
manage the Company and the members of the Supervisory Board to exercise proper, correct and sufficient supervision over
the Company's business. Serving on the Management Board of the Company is the main area of the professional activity of
Management Board members. Some members of the Management Board sit on the supervisory boards of the CIECH Group
entities. This contributes to the smooth operation of the CIECH Group. Supervisory Board Members acting in their function
and to the extent of their responsibilities on the supervisory board follow their independent opinion and judgement, including
in decision making, and act in the interest of the Company. The Supervisory Board functions in the spirit of debate and anal-
yses the position of the Company in the context of the sector and the market on the basis of information provided by the
Management Board of the Company and also obtained from outside the Company. 4 members of the Supervisory Board (out
of 6 members of the Supervisory Board) meet the independence criteria. Supervisory Board Members devote the time nec-
essary to perform their duties.
7.5 INTERNAL SYSTEMS AND FUNCTIONS (Chapter 3)
The Company has in place effective internal control, risk management and compliance systems. Separate organisational
units, namely the Internal Audit Department, the Risk Department and the Compliance Department, are responsible for the
implementation of tasks in the respective systems The Internal Audit Department and the Compliance Department report
directly to the President of the Management Board. The Risk Department reports directly to one of the members of the
Management Board. The Audit Committee of the Company's Supervisory Board reviews and monitors, among other things,
the financial reporting process and the effectiveness of the internal control system, including the functioning of internal audit
and compliance.
7.6 GENERAL MEETING OF SHAREHOLDERS AND RELATIONS WITH SHAREHOLDERS (Chapter 4)
The Company broadcasts General Meetings in real time. The Company enables its shareholders to participate in a general
meeting by means of electronic communication if justified by the expectations of shareholders notified to the company,
provided that the company is in a position to provide the technical infrastructure necessary for such general meeting to
proceed. The Company makes every effort to hold the Annual General Meeting as soon as possible after the publication of
the annual report.
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7.7 CONFLICT OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (Chapter 5)
Members of the Company’s authorities undertake to abstain from professional and non-professional activities which may
result in a conflict of interest. A Supervisory Board member should inform the remaining members of the Board, and in par-
ticular the Chairman of the Supervisory Board or the Deputy Chairman of the Supervisory Board, of any conflict of interest
that arises, and should refrain from participating in discussions and from voting on passing a resolution on the issue in which
the conflict of interest has arisen. In the event of a conflict of the Company‘s interest with the personal interests of a Board
Member, his spouse, relatives or kinsman of the second degree or persons with whom he has a personal relationship, he
should abstain from participation in the settlement of such matters, and request for this to be noted in the Board’s meeting
minutes.
Pursuant to the provisions of the Company's Articles of Association, the Company's Supervisory Board consents to the con-
clusion by the Company of a material transaction with its related party in accordance with the procedure and principles set
out in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and
Public Companies of 29 July 2005.
7.8 REMUNERATION (Chapter 6)
The remuneration policy and practices in force are conducive to proper and effective management of the Company and thus
contribute to the implementation of the CIECH Group’s Strategy. These principles ensure (i) complete involvement of the
persons covered by the policy in the performance of their functions within the Company, (ii) incentives for the implementa-
tion of the CIECH Group Strategy, (iii) lasting bonds between key managers and the Company, (iv) remuneration level of key
managers at the level consistent with the performance of the CIECH Group. The remuneration of the members of the Man-
agement Board and key managers is adequate to the tasks assigned to them. The remuneration policy is a set of several
internal normative acts that regulate the remuneration and bonus system, operating on the basis of the Performance Man-
agement system. The Supervisory Board has a Remuneration Committee. On the other hand, the Company has a Remuner-
ation and Appointment Committee, which is responsible, among other things, for defining the Employment Policy of the
CIECH Group, determining the policy on the selection and appointment of CIECH Group Managers, approving the HR strategy
of the CIECH Group and approving the draft HR Budget of the CIECH Group.
Detailed rules for the remuneration of members of the Management Board and members of the Supervisory Board are de-
scribed later in this statement.
7.9 INTERNAL CONTROL SYSTEM WITH REGARD TO THE PROCESS OF PREPARING FINANCIAL
STATEMENTS
The Management Board of CIECH S.A. is responsible for the internal control system in the Company and its efficiency in the
process of preparing financial statements and periodical reports developed and published in accordance with the Regulation
of the Minister of Finance of 29 March 2018 on current and periodical information submitted by issuers of securities and on
conditions for deeming equivalent information required by the law of a Non-Member State. The Company's effective internal
control and risk management system in the financial reporting process operates through:
• preparation of procedures specifying the principles and division of responsibilities for the development of financial
statements, including the guarantee of their quality,
• establishment of the scope of reporting based on applicable International Accounting Standards (IAS) and International
Financial Reporting Standards (IFRS) adopted for implementation in the European Union and related interpretations
announced in the form of European Commission Regulations,
• development, implementation and supervision of the use of coherent accounting principles in the CIECH Group‘s
companies,
• semi-annual reviews and annual audits of published financial statements of CIECH S.A. and the CIECH Group by an
independent auditor (external control system),
• procedures for authorization of financial statements prior to their publication.
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The Management Board member responsible for financial matters supervises the process of preparing the Company’s
financial statements and periodical reports from the subject-matter point of view. The Accounting Department is responsible
for the organization of work related to the preparation of financial statements and reports directly to the Member of
Management Board of CIECH S.A. The uniformity of standards applied in the Group guarantees that all companies apply
uniform accounting principles of the CIECH Group and uniform consolidation principles in accordance with IAS/IFRS.
The scope of data disclosed in published periodical reports results from the Company‘s accounting records and additional
information submitted by individual organizational units of CIECH S.A. Companies of the Capital Group submit the required
data in the form of reporting packages for the purpose of developing consolidated financial statements of the Group. The
scope of data disclosed within the Capital Group is defined by the disclosure obligations specified in IAS/IFRS and results from
them. Monitoring of changes in IAS/IFRS is conducted on an ongoing basis in order to determine the necessity for updating
the scope of reporting.
In accordance with applicable regulations, the Company submits its financial statements to be reviewed and audited by the
independent statutory auditor.
The Supervisory Board selects the statutory auditor from a group of reputable auditing firms, guaranteeing high standard of
services and the required independence.
On 14 May 2020, CIECH S.A. signed an agreement with Deloitte Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. on the
review of semi-annual and audit of annual financial statements for the years 2020 and 2021.
Procedures for authorisation of financial statements prior are specified in the Company. Reports for 1
st
and 3
rd
quarter are
not verified by the auditor, and prior to their publication, they are analysed by the Audit Committee of the Supervisory Board
and approved by the Management Board. Semi-annual and annual periodical reports are submitted to the Supervisory Board
and Company Shareholders after the conclusion of the appropriate review or audit by the auditor. Annual reports adopted
by the Management Board of the Company, after being opined by the Audit Committee and assessed by the Supervisory
Board, are approved by the General Meeting of Shareholders.
Prior to the publication of annual or half-year financial statements, conclusions from the audit or review of the financial
statements are presented to the Audit Committee. Representatives of the Audit Committee analyse the results of the audit
and review at closed meetings with the Company auditor. The statutory auditor also presents a Letter to the Management
Board, which contains recommendations for the Management Boards of Group Companies based on results of the audit or
review of the financial statements in a given year. The recommendations from the auditor are discussed by the Audit
Committee along with the Management Board for the purpose of their implementation.
Financial data constituting the basis of financial statements and periodical reports comes from the finance and accounting
system, where transactions are recorded in accordance with the Company‘s accounting policy (approved by the Management
Board) on the basis of International Accounting Standards. The accounting records of CIECH S.A. are kept in the ERP integrated
IT system. The modular structure of the system provides a transparent division of competences, coherence of operation
records in ledgers, and inspection of reconciliation of the general ledger and subsidiary ledgers. The capabilities of the system
allow it to adapt to changing accounting principles or other legal regulations on an ongoing basis. The system keeps full
technical and operational documentation which is updated periodically pursuant to Article 10 of the Accounting Act of 29
September 1994 (as amended).
The access to the informational resources of the IT system is limited by appropriate authorisations for authorised employees.
The employees have access only to those areas of the system that they are concerned with. The access control is present at
every stage, starting with the input of source data, through data processing and ending with the generation of output
information.
The effectiveness of the control and risk management procedures in the process of preparing financial statements of CIECH
S.A. and the CIECH Group may be seen in the form of the high quality of these statements, as confirmed by the opinions put
forth by statutory auditors from their auditing of the financial statements and by the high evaluations of the recipients of
these statements. In 2021, the CIECH Group's Annual Report was once again among the winners of The Best Annual Report
2020 competition, this time receiving an accolade from the monthly magazine "Rachunkowość" for the consistently high level
of financial reporting.
The selection of the entity authorised to audit the financial statements of CIECH S.A. and the CIECH Group is the responsibility
of the Company‘s Supervisory Board (after prior recommendation of the Audit Committee to the Supervisory Board), which
has specified the following principles of selecting the Auditor for report for 2021 for the purpose of ensuring the
independence of the opinion:
• the entity authorised to audit financial statements may not conduct audits of the Company/Group for more than 5
subsequent years;
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• the first agreement on the audit of financial statements is concluded for a period not shorter than 2 years;
• the entity authorised to audit financial statements may conduct the audit in the Company/Group again after at least 3
years from the end of the last audit, unless the duration of the audit order is 5 years, in which case the entity authorised
to audit financial statements may conduct the audit in the Company/Group again after at least 4 years from the end of
the last audit;
• a key statutory auditor may not perform financial audit activities in the Company/Group for a period of more than 5
subsequent years;
• a key statutory auditor may perform financial audit activities in the Company/Group again after at least 3 years from the
end of the last audit.
7.10 SHAREHOLDERS OF CIECH S.A. HOLDING SIGNIFICANT BLOCKS OF SHARES
To the best knowledge of the Company, as at the day of approving this report, entities holding significant blocks of shares (at
least 5%) are the entities listed below:
TABLE 46: SHAREHOLDERS OF CIECH S.A. HOLDING SIGNIFICANT BLOCKS OF SHARES
Shareholder
Type of shares
Number of
shares
Number of votes at
the General Meet-
ing of Shareholders
Share in the total
number of votes at
the General Meeting
of Shareholders
Stake in share capi-
tal (%)
KI Chemistry s. à r. l.
with its registered office
in Luxembourg*
Ordinary
bearer
26,952,052
26,952,052
51.14%
51.14%
Nationale-Nederlanden
Otwarty Fundusz
Emerytalny**
Ordinary
bearer
2,729,000
2,729,000
5.18%
5.18%
Aviva Otwarty Fundusz
Emerytalny Aviva
Santander ***
Ordinary
bearer
3,084,470
3,084,470
5.85%
5.85%
Other
Ordinary
bearer
19,934,387
19,934,387
37.83%
37.83%
* In accordance with information dated 9 June 2014 provided by Shareholder under Article 77(7) and Article 69(1)(1) of the Act of 29 July 2005
on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies
(CR 26/2014).
**On the basis of the list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of Shareholders of CIECH S.A.
on 26 October 2021, CR 36/2021 prepared and published pursuant to Article 70(3) of the Act of 29 July 2005 on Public Offering and Conditions
Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (Journal of Laws of 2009, No 185, item
1439).
***On the basis of the list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of Shareholders of CIECH S.A.
on 26 October 2021, CR 36/2021 prepared and published pursuant to Article 70(3) of the Act of 29 July 2005 on Public Offering and Conditions
Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (Journal of Laws of 2009, No 185, item
1439).
7.11 SHAREHOLDERS WITH SPECIAL CONTROL RIGHTS
As at the publication date of the financial statements, all shares of CIECH S.A. are ordinary bearer shares. The Articles of
Association of CIECH S.A. does not provide for any special control rights for the shareholders.
7.12 RESTRICTIONS CONCERNING THE EXERCISE OF THE VOTING RIGHTS
In CIECH S.A. there are no restrictions concerning the exercise of the voting rights, such as the voting rights of holders of a
specific part or number of votes, time limits concerning the exercise of voting rights, or regulations, according to which, in
the case of company’s cooperation, equity rights related to securities are separated from the securities themselves.
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Restrictions concerning the exercise of voting rights in the Company may result only from generally applicable provisions of
the law.
7.13 RESTRICTIONS CONCERNING THE TRANSFER OF OWNERSHIP RIGHTS TO THE ISSUER'S SECURITIES
The Articles of Association of CIECH S.A. do not impose any restrictions concerning the transfer of ownership rights to
securities issued by the CIECH S.A.
7.14 DESCRIPTION OF RIGHTS FOR MAKING DECISIONS ON THE ISSUE OR REDEMPTION OF SHARES
The rights of managers are specified by the provisions of the Code of Commercial Partnerships and Companies and Articles
of Association of the Company. Managers do not hold specific rights to take the decision about the issue or redemption of
shares. Decisions on the issue or repurchase of shares are within the competence of the General Meeting which may authorise
the Management Board to issue and repurchase shares in the Company (“Treasury Shares”) within the limits of the
authorisation set by a resolution of the General Meeting.
7.15 PRINCIPLES OF AMENDING THE ISSUER'S ARTICLES OF ASSOCIATION
The amendment of Articles of Association of the Company is introduced under the principles specified in the provisions of
the Code of Commercial Partnerships and Companies. Articles of Association do not include detailed regulations with regard
to the above regulations. The amendment of Articles of Association requires a resolution of the Company‘s General Meeting
of Shareholders and an entry in the Register of Entrepreneurs. The resolution of the General Meeting of Shareholders
concerning the amendment of the Company’s Articles of Association is passed by a majority of three quarters of votes. After
the amendment to Articles of Association is entered into the Register of Entrepreneurs, CIECH S.A. makes a current report on
this, subject available to the public. The Company‘s General Meeting of Shareholders may authorise the Supervisory Board
to determine the consolidated text of Articles of Association.
7.16 CORPORATE BODIES OF CIECH S.A. AND PRINCIPLES GOVERNING THEIR OPERATION
General Meeting of Shareholders of CIECH S.A.
The operations of the General Meeting of Shareholders of CIECH S.A. and its rights are governed by the Company’s Articles
of Association and the Regulations of the General Meeting of Shareholders of CIECH S.A. These documents are available on
the corporate website of CIECH S.A.: http://ciechgroup.com/relacje-inwestorskie/ład-korporacyjny/.
The General Meeting of Shareholders of CIECH S.A. is held as ordinary or extraordinary meeting in accordance with the
provisions of the Code of Commercial Partnerships and Companies and Articles of Association under the principles specified
in the Regulations of the General Meeting of Shareholders. The General Meeting of Shareholders is convened in a manner
and under principles specified in the generally applicable provisions. Announcement on convening the General Meeting of
Shareholders is posted on the Company’s website and communicated in a current report. The announcement is to be made
at least twenty six days before the date of the General Meeting of Shareholders. The Annual General Meeting is convened by
the Company‘s Management Board. The Supervisory Board may convene the Annual General Meeting if the Management
Board does not convene it by the fixed date. The following are entitled to the right to convene an Extraordinary General
Meeting:
• the Management Board,
• the Supervisory Board if it deems its convening as necessary,
• Shareholders representing at least half of the share capital or at least half of the total number of votes in the Company.
A shareholder or shareholders representing at least 1/20 of the share capital may demand the convening of an Extraordinary
General Meeting and may put specific items on the agenda of this Meeting. The demand should be reported to the
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Management Board in writing or in electronic form to the e-mail address indicated on the Company‘s website, along with
substantiation. A shareholder or shareholders representing at least 1/20 of the share capital may:
• demand the inclusion of specific items in the agenda of the next General Meeting – such demand should be reported to
the Management Board in writing or in electronic form to the e-mail address indicated on the Company‘s website, no
later than twenty one days before the fixed date of the Meeting and is to contain substantiation or a draft of the
resolution concerning the proposed item on the meeting agenda;
• submit drafts of resolutions concerning the items put on the agenda of the General Meeting or items that are to be
included to the meeting agenda to the Company in writing or by means of electronic communication to the e-mail
address indicated on the Company website before the date of the General Meeting.
According to the Articles of Association of CIECH S.A. the competences of the General Meeting include in particular:
• consideration and approval of the Management Board‘s report on Company‘s activities, the financial statements for the
previous year, the consolidated financial statements and the report on the capital group‘s activities, in which the parent
company is the Company, as long as the Company prepares them, and the annual written statement of the Supervisory
Board, as well as acknowledging the fulfillment of duties by Company‘s bodies;
• taking resolutions on the distribution of profit or covering the losses;
• adoption of Regulations of the General Meeting;
• amending the Articles of Association of the Company;
• changing the Company’s business profile;
• sale or lease of, or creation of limited property rights in, the Company’s enterprise or its organised part;
• appointing and dismissing the Supervisory Board members and determining the amount of remuneration for the
Supervisory Board Members;
• increasing or reducing the share capital;
• passing resolutions concerning the bonds issue, including bonds exchangeable for shares;
• merger, demerger and transformation of the Company;
• dissolution of the Company;
• expressing the consent for the acquisition of shares by the Company for the purposes of their cancellation and
determining the conditions of share cancellation;
• passing other resolutions provided for in the provisions of the law or in these Articles of Association.
According to § 21(2)(c) of the Articles of Association of CIECH S.A., the items raised at the General Meeting of CIECH S.A. are
considered and opined on by the Supervisory Board of CIECH S.A.
Shareholders may participate in the General Meeting and exercise the voting right in person or through a representative or
a proxy. The power of attorney should be granted in writing or in electronic form. A shareholder granting or revoking the
proxy for participation in the General Meeting in electronic form will inform the Company by e-mail to the address
wza@ciechgroup.com.
According to the Regulations of the General Meeting of CIECH S.A., the General Meeting is attended by the participants of
the General Meeting and members of the Management Board and the Supervisory Board, in composition which allows them
to provide factual answers to questions asked during the Meeting. In addition, the following persons may take part in the
Meeting:
• experts, advisers and Company‘s employees, the presence of which is deemed purposeful by the Company’s
Management Board, Supervisory Board;
• persons servicing the General Meeting;
• representatives of mass media invited by the Company’s Management Board, as long as the General Meeting does not
object to their presence by way of resolution;
• persons referred to Article 370 § 3 and Article 395 § 3 sentence 2 of the Code of Commercial Partnerships and
Companies;
• the statutory auditor of the Company invited by the Company’s Management Board.
The Chairman of the Meeting is selected from the participants of the Meeting. The Chairman directs the course of the Meeting
in accordance with the adopted meeting agenda, provisions of the law, Articles of Association and Regulations of the General
Meeting, ensuring an efficient course of the Meeting with respect to the rights and interests of all Shareholders.
The Chairman of the General Meeting may independently order breaks at the meeting other than the breaks ordered by the
General Meeting pursuant to Article 408 § 2 of the Code of Commercial Partnerships and Companies. Breaks should be
ordered by the Chairman in such a way, that the Meeting can be concluded on the day of its commencement.
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Participants of the General Meeting may place substantive applications concerning the matters included in the meeting‘s
agenda, ordinal applications and an application for convening an extraordinary general meeting.
1. Substantive motions, submitted in a written form to the Chairman of the General Meeting, may concern:
• amendments to draft resolutions,
• removal of a specific issue from the agenda,
• rearrangement of the agenda,
• appointment and removal of Supervisory Board members.
2. Procedural motions may be submitted to the Chairman of the General Meeting orally.
The Articles of Association do not provide for the possibility of participating and expressing opinion by means of electronic
communication in the course of the Meeting.
Drafts of resolutions proposed for acceptance by the General Meeting are uploaded to the Company website. Resolutions of
the General Meeting are adopted by an absolute majority of votes, unless the provisions of the Code of Commercial
Partnerships and Companies or the Articles of Association provide for stricter terms of adoption.
The Regulations of the General Meeting of Shareholders do not provide for the possibility of voting by correspondence as
referred to in Article 411 of the Code of Commercial Partnerships and Companies.
Voting is carried out by open ballot. A secret ballot is ordered in cases provided for in the Code of Commercial Partnerships
and Companies and the Company’s Articles of Association. A secret ballot is also ordered when a Participant in the General
Meeting requests the adoption of a resolution by means of a secret ballot.
The results of the vote are announced by the Chairman of the General Meeting. Once the results of the vote are announced,
the Chairman of the General Meeting allows the participants in the General Meeting to submit their objections with a brief
justification to be included in the minutes on the General Meeting which are drawn-up by a notary in the form of a notarial
deed.
A Participant of the General Meeting who is a member of the Company’s governing authorities may take part in the vote on
the acknowledgement of fulfilment of duties by other members of that authority of the Company that he/she is a member
of.
Supervisory Board
Pursuant to § 20(1) of the Company’s Articles of Association, the Supervisory Board consists of five to seven Members
appointed by the General Meeting. The number of Supervisory Board members is determined by the General Meeting by way
of a resolution. The joint term of the Supervisory Board Members lasts five years.
The Supervisory Board of CIECH S.A. operates on the basis of the regulations passed by the Supervisory Board and approved
by the General Meeting. The Supervisory Board appoints the Chairman of the Supervisory Board from among its members
and, if necessary, his deputy and secretary. The Supervisory Board supervises the Company‘s operations.
The competences of the Supervisory Board include:
a) the assessment of the Management Board‘s report on the Company’s activity and financial statements for the previous
financial year and the consolidated financial statements and the Board’s report on the activity of the Group, in which
the Company is a parent company as long as the Company develops them in respect of their compliance with ledgers
and documents and the factual state and Management Board‘s motions, concerning the distribution of profit or covering
of losses and the submission to the General Meeting of an annual written report on the results of these assessments;
b) reviewing and giving its opinion on the Company's strategy and multi-annual financial plans and action programmes
drawn up by the Management Board;
c) considering and giving opinions on draft resolutions and matters that are to be the subject of resolutions of the General
Meeting;
d) adopting the Supervisory Board’s regulations;
e) approving the Management Board’s regulations;
f) defining, in the form of regulations, detailed rules for participation in meetings of the Supervisory Board, committees of
the Supervisory Board and in the General Meeting by means of direct remote communication or electronic
communication;
g) adopting the regulations of the Audit Committee and other committees appointed by the Supervisory Board;
h) appointing and dismissing the Management Board Members, including the President of the Management Board;
i) determining the rules for remuneration and their levels for the Management Board Members, including the President
of the Management Board;
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131
j) selecting the audit firm to carry out an audit of the Company‘s financial statements and of the consolidated financial
statements of the Capital Group;
k) granting consent to purchase or dispose of real property, perpetual usufruct right to, or interest in real property;
l) granting consent to disposal of right or incur of liability exceeding the amount of PLN 20,000,000 net, with the exception
of:
1) purchase and sale of raw materials, semi-finished products, commercial goods, energy, gas, CO2 emission
rights, media, transport services and packaging connected with the object of activity of the Company,
2) assuming liabilities related to the main operations of the Company in the amount not exceeding 10% of the
Company’s equity;
3) activities requiring the consent of the General Meeting.
4) transactions within the Capital Group of the Company, i.e. transactions with subsidiaries or between the
subsidiaries;
5) incurring liabilities or disposing of rights within the implementation of project referred to in letter (m);
m) granting consent to the implementation of an project in the value exceeding PLN 20,000,000 net, including incurring any
liabilities or disposing of any rights resulting therefrom;
n) giving opinions about the candidates for the members of supervisory boards of companies, in which the Company is a
partner or a shareholder;
o) approving the annual financial plan of the Company, the Company's Capital Group and amendments thereto;
p) granting consent to charge assets of the Company with the amount (sum of security) exceeding PLN 10 million net;
q) granting consent to the Company's granting of sureties or guarantees or establishing other securities with regard to
cases with a value exceeding PLN 20,000,000 net. The consent of the Supervisory Board is not required for the guarantee
or other security, if the beneficiary of the established security is a subsidiary of the Company;
r) granting consent to make the payment of interim dividend;
s) granting consent to the exercise by the Company of ownership rights, vested in it as a shareholder or stockholder of a
subsidiary with regard to cases exceeding PLN 20,000,000 net, provided that such consent is not required in cases
referred to in letter (l) point 1-5) and letter (m), related to a subsidiary;
t) granting consent to the conclusion by the Company of a material transaction with its related party in accordance with
the procedure and principles set out in the Act on Public Offering, Conditions Governing the Introduction of Financial
Instruments to Organised Trading, and Public Companies of 29 July 2005;
u) temporary withdrawal from the application of the remuneration policy in the manner and under the conditions set out
in the Act referred to in letter (t) above;
v) drawing up an annual remuneration report in the manner and under the rules set out in the Act referred to in letter (u)
above.
The Supervisory Board passes resolutions with an absolute majority of votes in the presence of at least half of the members
of the Supervisory Board and in the event of a tied vote the Supervisory Board Chairman‘s vote is decisive. According to the
Articles of Association of CIECH S.A., the Supervisory Board may pass resolutions without convening a meeting, by way of
written vote or vote by means of direct communication at a distance, however in order for the adoption of a resolution to be
effective in such a case, it is necessary to inform all Supervisory Board members of the content of the draft of the resolution
and for at least half of its members to participate in the adoption of a given resolution. Supervisory Board Members may
participate in the adoption of resolutions by the Supervisory Board by casting their vote in writing through another
Supervisory Board Member. Casting of a vote in writing may not be concerned with matters introduced to the agenda during
a meeting of the Supervisory Board.
The Supervisory Board may adopt resolutions in writing or by means of electronic communication also in matters where a
secret ballot is required, unless any member of the Board objects.
Supervisory Board meetings are held as needed, however, no less frequently than once per quarter.
Every year, the Supervisory Board of CIECH S.A. prepares and submits a report on the Activity of the Supervisory Board for
the given financial year to the Annual General Meeting of the Company. The report contains a detailed discussion on the
activity of the Supervisory Board, discussion on the implementation by the Company’s Management Board of action plans,
the assessment of the Company’s Management Board report on the activity of the Company and the CIECH Group, financial
statements of the Company and the CIECH Group and the motion of the Company’s Management Board concerning division
of profits or covering of losses.
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132
Having in mind of the highest standards and best practices and in order to provide the possibility for reliable assessment of
the Company by shareholders, the Supervisory Board of CIECH S.A. makes a concise assessment of the situation of CIECH S.A.
taking into account an assessment of the internal control system and the system in place to manage the risks relevant to the
company. This assessment is presented annually during the Annual General Meeting of the Company, at a time allowing
CIECH S.A.’s shareholders to become acquainted with the document.
As at 1 January 2021, the Supervisory Board consisted of the following members:
• Sebastian Kulczyk – Chairman of the Supervisory Board,
• Marek Kośnik – Deputy Chairman of the Supervisory Board,
• Piotr Augustyniak,
• Łukasz Rędziniak,
• Artur Olech,
• Martin Laudenbach.
On 16 March 2021, Mr Piotr Augustyniak resigned as Member of the Supervisory Board of CIECH S.A.
On 26 October 2021, the Extraordinary Shareholders’ Meeting of CIECH S.A. appointed Ms Natalia Scherbakoff as a member
of the Supervisory Board of CIECH S.A.
As at 31 December 2021, the Supervisory Board consisted of the following members:
• Sebastian Kulczyk – Chairman of the Supervisory Board,
• Marek Kośnik – Deputy Chairman of the Supervisory Board,
• Łukasz Rędziniak,
• Artur Olech,
• Martin Laudenbach,
• Natalia Scherbakoff.
The body responsible for establishing the remuneration for the Supervisory Board members is the General Meeting.
On 21 May 2020, the Ordinary General Meeting adopted the Remuneration Policy for the Members of the Management
Board and Supervisory Board of CIECH S.A. (the “Remuneration Policy”), which includes the solutions required by the Act of
29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and
on Public Companies (Journal of Laws of 2019, item 623, as amended) (hereinafter the "Act"). The Remuneration Policy of
CIECH S.A. stipulates that the solutions adopted in it will contribute to the Company’s business strategy and long-term inter-
ests and sustainability.
In addition, the Remuneration Policy contains an authorisation for the Supervisory Board to further specify the principles of
remuneration of members of the Management Board, in accordance with the provisions set forth in the Act.
Detailed information on amounts of remuneration paid to particular Members of the Supervisory Board is provided in Note
9.3.4 to the Consolidated Financial Statements of the CIECH Group for 2021 and in Note 9.3.4 to the Financial Statements of
CIECH S.A. for 2021.
Detailed information about CIECH S.A. Supervisory Board Members is presented below.
TABLE 47: CIECH S.A.’S SUPERVISORY BOARD AS AT 31 DECEMBER 2021
SEBASTIAN KULCZYK
Chairman
of the Supervisory Board of
CIECH S.A.
since 8 October 2015
Since 2010 he has been associated with Kulczyk Investments Group, and since December 2013 he has
been Chief Executive Officer of Kulczyk Investments S.A. Member of Supervisory Boards in the following
companies: Polenergia S.A., Autostrada Wielkopolska S.A. and Autostrada Wielkopolska II S.A. 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.
Sebastian Kulczyk does not conduct any activities that are competitive to the business of CIECH S.A.
According to his representation, 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.
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133
MAREK KOŚNIK
Supervisory Board Member
of CIECH S.A. since 28
January
2019 – Deputy Chairman of
the Supervisory Board of
CIECH S.A. since 16 July
2020,
He is a graduate of the Faculty of Management at the University of Warsaw and MBA studies at Harvard
Business School. He works in a private equity fund – CVC Capital Partners – as a Senior Managing Director
with responsibility for assessing investment projects, supervising the portfolio and implementing digital
strategies. In the past, he worked for such companies as Bain & Company, Terra Firma Capital Partners
and McKinsey & Company. He has gained experience in building company strategies, investment
processes, restructuring and digital transformations. An investor in new technologies projects.
Marek Kośnik does not conduct any activities that are competitive to the business of CIECH S.A.
According to his representation, Mr Marek Kośnik meets the criteria of independence within the meaning
of Annex II to Recommendation of the European Commission 2005/162/EC of 15 February 2005.
MARTIN LAUDENBACH
Member of the Supervisory
Board from 21 May 2020.
Graduate of the Business Administration Faculty of the University of Mannheim. He also completed „Mak-
ing Corporate Boards More Effective” course organized by Harvard Business School in Boston.
From 2010 to 2017, he worked at Solvay Group. He oversaw the business activities of Solvay Group com-
panies in the Asia-Pacific region. He was also a member of the management board of Vinythai Public
Company (listed on the Thailand Stock Exchange, Solvay Group) and president of the management board
of Solvay Polyamide & Intermediates (formerly Rhodia). From 2007 to 2009, he was the CEO of Almatis
Group (leader in development, manufacture and supply of specialty alumina and alumina-based prod-
ucts). From 1988 to 2005, he worked for BASF Group, managing BASF‘s Fine Chemicals Division, among
others.
Mr Martin Laudenbach does not conduct any activities that are competitive to the business of CIECH S.A.
According to his representation, Mr Martin Laudenbach meets the criteria of independence within the
meaning of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight, and within
the meaning of Annex II to Recommendation of the European Commission 2005/162/EC of 15 February
2005 on the role of non-executive or supervisory directors of listed companies and on the committees of
the (supervisory) board, as well as the criteria described in the Code of Best Practice for WSE Listed Com-
panies 2016.
NATALIA SCHERBAKOFF
Supervisory Board Member
of CIECH S.A. since 26
October 2021
Mrs. Natalia Scherbakoff holds Ph.D. and M.Sc. degrees in Macromolecular Science from Case Western
Reserve University (USA), Chemical Engineer title from Mauá Engineering University (Brazil) and MBA
diploma from Getulio Vargas Foundation (Brazil).
Senior Executive with a demonstrated history of working in the chemical, automotive, and composites
industry. As Global Technology and Innovation Director at Trinseo (Switzerland), she is responsible for
Research, Development, and Innovation Sustainability. She supports key corporate growth initiatives such
as M&A. She is also a Board Member (Non-Executive) of Clayens NP and a Member of Forbes Technology
Council.
Natalia Scherbakoff does not conduct any activities that are competitive to the business of CIECH S.A.
According to her representation, Mrs Natalia Scherbakoff meets the criteria of independence within the
meaning of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight, and within
the meaning of Annex II to Recommendation of the European Commission 2005/162/EC of 15 February
2005.
ARTUR OLECH
Supervisory Board Member
of CIECH S.A. from 7 July
2014
A graduate from the Faculty of Law at the University of Warsaw and from the Faculty of Finance and
Banking at the Warsaw School of Economics. He attended numerous training sessions for top
management, including training at the Harvard Business School, Kellogg School of Management and
Chicago GSB.
He is an expert in business process management. Founder and President of the Management Board of a
technology and consulting company, hiPRO Sp. z o.o., since October 2016. Until August 2016, he 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.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
134
In 2012, he was granted the Personal Award for Top Manager in Insurance Industry (by Wprost magazine).
Responsible for the project entitled: “Exit Processes in Transitional Economy” on behalf of the World
Bank, implemented within CASE Consulting under the supervision of Prof. Leszek Balcerowicz.
Artur Olech does not conduct any activities that are competitive to the business of CIECH S.A.
According to his representation, 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.
ŁUKASZ RĘDZINIAK
Supervisory Board Member
of CIECH S.A. since 23
January
2020
Attorney-at-law. Since 1996, a member of the District Bar Association in Warsaw.
In 1990–1991, a research assistant at the Faculty of Law and Administration of the Jagiellonian University.
Lawyer at Consoft Consulting Sp. z o.o. (1991-1992); attorney-at-law in an individual law firm cooperating
with Dewey Ballantine Sp. z o.o. (1997-2000), lawyer at Dewey & LeBoeuf LLP (1993 - 2007), and a partner
of this law firm since 2001. In 2007–2009, Undersecretary of State in the Ministry of Justice of the Republic
of Poland. In 2009-2013, the managing partner of the office of Studnicki Płeszka Ćwiąkalski Górski Sp. K.
in Warsaw. Since 2013 to 2020, Member of the Management Board of Kulczyk Investments S.A. Moreo-
ver, 2004-2007 and 2013-2021, he was a Member and Secretary of the Supervisory Board of Firma Opon-
iarska Dębica S.A.
Currently a board member of Kulczyk Privatstitiftung, STK Properties Limited and Windrose Air Jetcharter
GmbH. He is also the Chairman of the Board of Directors of Serinus Energy plc, and a member of the
Supervisory Board of Autostrada Wielkopolska S.A., Autostrada Wielkopolska II S.A. and A2 Route
Sp. z o.o.
Łukasz Rędziniak does not conduct any activities that are competitive to the business of CIECH S.A.
According to his representation, Mr Łukasz Rędziniak does not meet the criteria of independence within
the meaning of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight, and within
the meaning of Annex II to Recommendation of the European Commission 2005/162/EC of 15 February
2005 on the role of non-executive or supervisory directors of listed companies and on the committees of
the (supervisory) board, as well as the criteria described in the Code of Best Practice for WSE Listed Com-
panies 2016.
Committees of the Supervisory Board of CIECH S.A.
The following Committees operate within the framework of the Supervisory Board of CIECH S.A.: Audit Committee of the
Supervisory Board of CIECH S.A. and Remuneration Committee of the Supervisory Board of CIECH S.A.
Audit Committee
The first Audit Committee of the Supervisory Board of CIECH S.A. was appointed by Resolution No 57/IV/2005 from
16 February 2005. The Committee is an advisory and consultative body to the Supervisory Board and is appointed to improve
the effectiveness of the supervision of the correctness of financial reporting of the Company, financial results of the Company,
effectiveness of internal control, including internal audit and risk management, exercised by the Supervisory Board.
The Audit Committee is composed of at least three Members of the Committee, including the Chairman of the Audit
Committee. A majority of Members of the Audit Committee, including its Chairman, should meet the independence criteria
set forth in Article 129(3) of the Act.
According to the Audit Committee Regulations the tasks of the Audit Committee include in particular:
a) monitoring:
- the financial reporting process;
- effectiveness of the internal control system, as well as risk management and internal audit systems, also with regard
to financial reporting;
- performance of financial auditing activities, in particular auditing by the audit firm, taking into consideration any
applications and determinations of the Audit Oversight Commission resulting from the control carried out in the audit
firm;
b) control and monitoring of independence of the statutory auditor and the audit firm, especially, if the audit firm provides
to the public interest entity services other than auditing;
c) informing the Supervisory Board or other supervisory authority about audit results and explanation of how this audit
contributed to reliability of financial reporting in the Company, as well as what was the role of the Audit Committee in
the audit process;
d) assessment of independence of the statutory auditor and expressing consent to his/her provision of permitted services
other than audits in the Company,
e) Developing a policy for selecting an audit firm to perform audits;
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135
f) preparation of the policy of providing acceptable services other than auditing by the audit firm conducting the audit, its
affiliates and by a member of the audit firm's network;
g) determination of the procedure of selecting the audit firm by the Company,
h) presenting to the Supervisory Board or other supervisory or controlling authority, or the authority referred to in Article
66(4) of the Accounting Act of 29 September 1994, the recommendation referred to in Article 16(2) of Regulation No
537/2014, in accordance with the policies referred to in points (e) and (f);
i) submission of recommendations aimed at ensuring reliability of the financial reporting process in the Company.
The Audit Committee elects its Chairman from among its members in a secret ballot. The Chairman of the Audit Committee
manages the Committee’s work, supervises the preparation of agenda, organisation of document distribution and
preparation of minutes of Audit Committee meetings.
The Audit Committee of the Supervisory Board of CIECH S.A. submits an annual report on its activity which is a part of the
Report on the activity of the Supervisory Board of CIECH S.A. provided to Shareholders during the Annual General Meeting of
CIECH S.A.
As at 1 January 2021, the composition of Audit Committee was as follows:
• Piotr Augustyniak – Chairman of the Committee;
• Marek Kośnik – Committee Member,
• Artur Olech – Committee Member.
Mr Piotr Augustyniak ceased to be a member of the Audit Committee due to his resignation from the Supervisory Board of
CIECH S.A. as of 16 March 2021.
Following the above resignation, on 30 March 2021 the Supervisory Board of CIECH S.A. appointed Mr Łukasz Rędziniak to
the Audit Committee.
The audit committee at the first meeting in a changed composition, i.e. on 20 April 2021, selected Mr. Marek Kośnik as the
Chairman of the Audit Committee.
On 21 September 2021, the Audit Committee elected Mr Artur Olech as Chairman of the Audit Committee, following the
resignation of Mr Marek Kośnik as Chairman.
As at 31 December 2021, the composition of Audit Committee was as follows:
• Artur Olech – Chairman of the Committee;
• Marek Kośnik – Committee Member;
• Łukasz Rędziniak – Committee Member.
Two Members of the Audit Committee meet the independence criterion.
Members of the Audit Committee who are knowledgeable about and skilled in accounting or auditing of financial statements
are Mr Artur Olech, Mr Marek Kośnik and Mr Łukasz Rędziniak. The professional experience of the Audit Committee Members
which confirms their knowledge of and skills in the field is presented in table 51 of this report and on the CIECH S.A. website:
https://ciechgroup.com/grupa-ciech/rada-nadzorcza/.
Members of the Audit Committee who are knowledgeable about and skilled in the filed in which CIECH S.A. operates are Mr
Artur Olech, Mr Marek Kośnik and Mr Łukasz Rędziniak. The professional experience of the Audit Committee Members which
confirms their knowledge of and skills in the field is presented in table 51 of this report and on the CIECH S.A. website:
https://ciechgroup.com/grupa-ciech/rada-nadzorcza/.
The following policies on cooperation with the audit firm are in force at CIECH S.A.:
- “Policy for the provision of permitted non-audit services by the audit firm conducting the audit of the financial statements”.
In accordance with the Policy, the audit firm conducting the audit of the financial statements, its affiliates and a member of
the audit firm's network may provide only permitted non-audit services specified in the Act of 11 May 2017 on statutory
auditors, audit firms and public supervision that are not prohibited services within the meaning of the Act and Regulation
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136
(EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory
audit of public-interest entities and repealing Commission Decision 2005/909/EC. The Policy also specifies the catalogue of
permitted services.
Ordering a service requires an audit firm to confirm that ordered non-audit services are not prohibited services within the
meaning of the Act of 11 May 2017 on statutory auditors, audit firms and public supervision and within the meaning of
Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements
regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC and that the audit firm
is able to perform the services in an unobstructed manner.
The Audit Committee, having assessed the risks and safeguards of independence, consents to the provision of the permitted
non-audit services.
Permitted services other than auditing of financial statements were provided to CIECH S.A. and CIECH Group companies in
2021. In each instance the Audit Committee assessed independence and consented to the provision of such services. The
Audit Committee analyses reports on the audit firm’s performance of permitted services.
- “Policy and procedure of selecting the audit firm” (changed by a resolution of the Supervisory Board of CIECH S.A. on19
October 2021). The Policy defines formal conditions and criteria for the selection of the audit firm, the most important of
which are:
• the selection is made by the Supervisory Board on the basis of the Audit Committee’s recommendations;
• formal conditions for the selection of the audit firm:
1) the first audit agreement is concluded with an audit firm for a period not shorter than two years, with an option to
contract (order) renewal the term for further periods of at least two years;
2) subject to point 1), neither the first contract concluded with the audit company nor the first contract, including any
renewed contracts, may last longer than 10 years;
3) after the end of the order referred to in point 2, neither the audit firm nor any member of the network operating
within the EU may be re-selected to audit financial statements within the next 4 years,
4) a key statutory auditor may not perform statutory audit in CIECH S.A. and the CIECH Capital Group for a period of
more than 5 subsequent years since appointment;
5) a key statutory auditor may perform the statutory audit again after at least 3 years from the end of the last statutory
audit;
6) the audit firm ensures that the audit is carried out in accordance with the International Standards on Auditing and
International Financial Reporting Standards as well as the standards and regulations applicable to the Companies in
the individual countries in which CIECH SA has subsidiaries;
7) the audit firm provides the ability to provide the full range of services specified by CIECH S.A. (audit of separate
financial statements, audit of consolidated financial statements, reviews, etc.);
8) the audit firm ensures that CIECH Group companies based abroad are audited;
9) the audit firm observes the principles of impartiality and independence, relating to the CIECH Group as well as to the
group of the ultimate parent company.
On 26 March 2020, the Audit Committee of CIECH S.A., acting in accordance with the Regulations of the Audit Committee
and the "Policy and procedure for the selection of the audit firm to audit the statutory financial statements of CIECH S.A. and
the consolidated statements of the CIECH Capital Group" in connection with the Act of 11 May 2017 on Statutory Auditors,
Audit Firms and Public Oversight, issued a recommendation regarding the selection of the audit firm - Deloitte Audyt Sp. z
o.o. Sp. k., to audit the statutory financial statements of CIECH S.A. and the consolidated statements of the CIECH Group for
the years 2020-2021.
On 1 April 2020, the Supervisory Board of CIECH S.A., having considered the recommendation of the Audit Committee of the
Supervisory Board of CIECH S.A. and completed the selection process, selected the audit firm, Deloitte Audyt Sp. z o.o. Sp. k.
to audit the statutory financial statements of CIECH S.A. and the consolidated financial statements of the CIECH Capital Group
for the years 2020-2021.
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137
Remuneration Committee of the Supervisory Board of CIECH S.A.
The first Remuneration Committee was appointed by Resolution No 66/IV/2005 of the Supervisory Board of CIECH S.A.
According to the Remuneration Committee Regulations, the primary task of the Committee is to advise the Supervisory Board
on matters related to the establishment of the principles and amounts of remuneration of the CIECH S.A.’s Management
Board members.
In 2021, the composition of the Remuneration Committee did not change and is as follows:
• Sebastian Kulczyk – Chairman of the Committee,
• Marek Kośnik.
In particular the Remuneration Committee‘s tasks include:
• presenting the Supervisory Board with proposals of the principles of remuneration of CIECH S.A.’s Management Board
members, which should account for all forms of remuneration, in particular as regards: base remuneration,
remuneration system based on results, retirement system and severance payments
• presenting the Supervisory Board with regarding the amounts of remuneration for each CIECH S.A.’s Management
Board member,
• presenting the Supervisory Board with drafts of agreements, regulating the performance of responsibilities
CIECH S.A’s Management Board members
• discussion (with or without the involvement of the Management Board) of all problems or reservations that may arise
in matters related to the remuneration of CIECH S.A.’s Management Board
• consideration of all other matters to which the Committee or Supervisory Board has paid attention
• informing the Supervisory Board of all significant matters in the general context of the Committee‘s activity.
The Remuneration Committee of the Supervisory Board of CIECH S.A. elects a Chairman from among its members to manage
the Committee's work.
The Remuneration Committee of the Supervisory Board of CIECH S.A. submits an annual report on its activity, which is a part
of the Report on the activity of the Supervisory Board of CIECH S.A., provided to Shareholders during the Ordinary General
Meeting of CIECH S.A.
Management Board
According to § 23(1) of the Company’s Articles of Association, the Management Board consists of at least two members. The
Supervisory Board appoints the Chairman of the Management Board and other Board members. The Supervisory Board
determines the number of Board Members. The joint term of the Management Board members lasts three years.
The term of office of a Management Board Member expires at the close of the General Meeting approving the financial
statements for the last full financial year in which the Management Board Member held his position in the Company's
Management Board during the term of office for which this Member was appointed.
The Management Board‘s competences include all matters and economic decisions and other decisions not reserved by the
regulations of the Code of Commercial Partnerships and Companies or the stipulations of the Company’s Articles of
Association as belonging solely to the General Meeting or Supervisory Board.
Two Board Members jointly or one Board member together with an proxy are authorized to make declarations of will and to
sign them on behalf of the Company.
The current joint term of the Company’s Management Board commenced on 22 June 2021. The Company applies the policy
of internal distribution of powers among Board Members, in terms of managing the affairs of the Company. A detailed
description of segregation of powers of individual Board Members is specified by the Management Board. Within the scope
of ordinary activities of the Company, each Board Member is obliged and authorised to independently manage the Company’s
affairs falling under his/her powers, in accordance with the distribution determined by the Management Board.
The Management Board of CIECH S.A. operates on the basis of the regulations passed by the Management Board and
approved by the Supervisory Board. Resolutions of the Management Board are passed by an absolute majority of votes cast
with a quorum of at least half of the Management Board members. In the case of a voting tie, the President of the
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
138
Management Board has the casting vote. In accordance with the principles of best practices, Management Board Regulations
state that in the event of a conflict of the Company‘s interest with the personal interests of a Board Member, his spouse,
relatives or kinsman of the second degree or persons with whom he has a personal relationship, he should abstain from
participation in the settlement of such matters, and request for this to be noted in the Board’s meeting protocol.
Management Board’s resolutions are required only in respect of matters exceeding the scope of ordinary Company’s activities
including in particular:
a) the approval and amendment of the Management Board’s Regulations;
b) the approval and amendment of the Company’s Organisational Regulations;
c) adoption of motions addressed to the Supervisory Board or the General Meeting;
d) convening General Meetings and determining their agendas;
e) the acceptance of annual and long-term financial plans and development strategies for the Company;
f) the grant of proxy or general power of attorney;
g) taking out credit and loans;
h) granting loans and donations;
i) the disposal of a right or assumption of a liability exceeding the amount of PLN 500 thousand net, excluding purchase
and sale of raw materials, semi-finished products, commercial goods, energy, gas, CO2 emission rights, media, transport
services and packaging connected with the object of activity of the Company up to PLN 6 million net, in the form of one-
off transaction or a series of related transactions;
j) incurring liabilities by bank or insurance guarantees, incurring liabilities under promissory notes, granting all types of
guarantees and the establishment of other securities.
A Management Board’s resolution is also required in matters not exceeding the scope of ordinary Company’s activities if its
passing is requested by any of the Management Board’s Members.
Throughout 2021, the composition of the Company’s Management Board was as follows:
• Dawid Jakubowicz — President of the Management Board;
• Mirosław Skowron — Member of the Management Board,
• Jarosław Romanowski — Member of the Management Board.
The body responsible for establishing the principles and level of remuneration for the Management Board members is the
CIECH S.A. Supervisory Board, pursuant to the Remuneration Policy for Members of the Management Board and Supervisory
Board of CIECH S.A. adopted on 21 May 2020 by the Ordinary General Meeting of CIECH S.A.
TABLE 48: CIECH S.A.’S MANAGEMENT BOARD AS AT 31 DECEMBER 2021
DAWID JAKUBOWICZ
President of the Management
Board of CIECH S.A. since 10
September 2018
He has completed a Program for Leadership Development (PLD) at the Harvard Business School in
Boston and holds the MBA title from the Georgia State University and the University of Economy in
Poznań. A graduate of the Faculty of Economy at the University of Economy in Poznań.
Mr Dawid Jakubowicz is a member of the management board of Kulczyk Investments S.A. He joined
Kulczyk Investments in 2010 and has since then been responsible for the supervision of the
investment portfolio. He is an esteemed expert with the international operational experience in
building the value of companies from the chemical, mining, energy, automotive and new technologies
sectors. Enlisted as a qualified auditor by the National Chamber of Statutory Auditors since 2014. In
the past, he worked for international company KPMG Audyt, where he was responsible for audit of
separate and consolidated financial statements of entities from many sectors.
Scope of responsibilities in CIECH S.A. – supervision over organisational units:
• HR and Administration Department
• Strategy Department
• Legal Department
• Compliance Department
• Internal Audit Department
• IR Director
• Public Relations Manager / Press Officer
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
139
MIROSŁAW SKOWRON
Member of the Management
Board of CIECH S.A.
since 10 September 2018.
Mr Mirosław Skowron graduated from the Wrocław University of Technology, completed an MBA
course at the Wrocław University of Economics, holds the MBA diploma awarded by the Gdansk
Foundation for Management Development, and completed a course of Strategic Leadership Academy
at the ICAN Institute, organized by the Harvard Business Review.
He is an expert with many years of experience in the energy, construction and mining industries. At
the CIECH Group he is responsible, among others, for issues related to production, energy and
maintenance. Previously, he was among others, the president of management boards of companies
such as Przedsiębiorstwo Budowy Kopalń S.A. forming a part of the KGHM Group, Polimex-Energetyka
Sp. z o.o., Energa Elektrownie Ostrołęka S.A. and Energa Invest S.A., as well as PGE Elektrownia Opole
S.A.
Scope of responsibilities in CIECH S.A. – supervision over organisational units:
• Investment Department (including PMO and Power Engineering)
• Asset and Safety Management Department (including OHS)
• Environmental Department
• Quality Management Department
• Strategic Investment Project Department (GRAIN)
• Operational Excellence
• Logistics / S&OP Department
• CIECH R&D.
JAROSŁAW ROMANOWSKI
Member of the Management
Board of CIECH S.A.
since 20 April 2020
A graduate of the Faculty of Management at the Poznań University of Economics. He has completed
a number of prestigious courses in international finance, risk management and business valuation.
He is a manager with long-standing experience in management of global organizations. An expert in
the field of international trade, financing and project development. For years, associated with the
raw materials sector. In 2003-2006 and 2017-2020, Jarosław Romanowski served as Vice-President of
the Management Board, Chief Financial Officer at Tele-Fonika Kable S.A. From 2002 to 2016, he
worked for KGHM Polska Miedź S.A., holding the positions of: General Director for Finance, General
Director for Sales and Hedging, and from 2013 to 2016 he was the First Vice President of the
Management Board of KGHM Polska Miedź S.A.
Scope of responsibilities in CIECH S.A. – supervision over organisational units:
• Controlling Department
• Finance Management Department
• Accounting Department
• Tax Department
• Risk Department
• Branches (PL, DE, RO)
• Purchasing Department
• IT Department.
7.17 REMUNERATION FOR THE MANAGEMENT AND SUPERVISORY BODIES
Information on the remuneration for the management and supervisory bodies is provided in Note 9.3.4 to the Consolidated
Financial Statements of the CIECH Group for 2021 and Note 9.3.4 to the Financial Statements of CIECH S.A. for 2021.
7.18 INFORMATION ABOUT AGREEMENTS SIGNED BETWEEN THE ISSUER AND PERSONS IN
MANAGEMENT POSITIONS
If the Employer terminates the employment contract with a member of the Management Board upon notice, the Member is
entitled to compensation in the amount of six months' remuneration. The non-competition agreement with Board Members
after the termination of the employment provides a compensation in the amount of up to 50% of monthly remuneration for
a period that does not exceed 24 months. Apart from those listed above, no agreements were signed between the Company
and Members of the Management Board of CIECH S.A.
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
140
LIST OF TABLES
TABLE 1: OTHER FACTORS AFFECTING THE CIECH GROUP’S ACTIVITIES 24
TABLE 4: DEVELOPMENT PROSPECTS OF THE CIECH GROUP AND CIECH S.A. IN INDIVIDUAL BUSINESS SEGMENTS 43
TABLE 5: LIST OF INTEGRATED PERMITS HELD BY CIECH GROUP COMPANIES 70
TABLE 6: CONSOLIDATED STATEMENT OF PROFIT OR LOSS 75
TABLE 7: CONSOLIDATED EBITDA OF THE CIECH GROUP 76
TABLE 8: ADJUSTED EBITDA OF THE CIECH GROUP 77
TABLE 9: THE CIECH GROUP’S PERFORMANCE IN THE SODA SEGMENT 78
TABLE 10: THE CIECH GROUP’S PERFORMANCE IN THE AGRO SEGMENT 80
TABLE 11: THE CIECH GROUP’S PERFORMANCE IN THE FOAMS SEGMENT 81
TABLE 12: THE CIECH GROUP’S PERFORMANCE IN THE SILICATES SEGMENT 81
TABLE 13: THE CIECH GROUP’S PERFORMANCE IN THE PACKAGING SEGMENT 83
TABLE 14: BASIC CONSOLIDATED BALANCE SHEET DATA 83
TABLE 15: CONSOLIDATED CASH FLOWS OF THE CIECH GROUP 84
TABLE 16. ABILITY TO GENERATE CASH FLOWS OF THE CIECH GROUP 85
TABLE 17: LIQUIDITY RATIOS OF THE CIECH GROUP 85
TABLE 18: WORKING CAPITAL OF THE CIECH GROUP 85
TABLE 19: THE GROUP’S PROFITABILITY RATIOS 86
TABLE 20: THE CIECH GROUP’S DEBT RATIOS 87
TABLE 21: CIECH GROUP’S PERFORMANCE IN THE 4
TH
QUARTER OF 2021 88
TABLE 22: STATEMENT OF PROFIT OR LOSS OF CIECH S.A. 89
TABLE 23: CIECH S.A.’S SALES BY BUSINESS SEGMENT 90
TABLE 24: CIECH S.A.’S GROSS PROFIT ON SALES BY BUSINESS SEGMENT 91
TABLE 25: CIECH S.A.’S EBITDA 93
TABLE 26: ADJUSTED EBITDA OF CIECH S.A. 93
TABLE 27: SELECTED BALANCE SHEET DATA OF CIECH S.A. 94
TABLE 28: CIECH S.A.’S CASH FLOWS 95
TABLE 29: CIECH S.A.’S ABILITY TO GENERATE CASH FLOWS 95
TABLE 30: CIECH S.A.’S PROFITABILITY RATIOS 96
TABLE 31: CIECH S.A.’S LIQUIDITY RATIOS 96
TABLE 32: CIECH S.A.’S WORKING CAPITAL 96
TABLE 33: CIECH S.A.’S DEBT RATIOS 97
TABLE 34: CIECH S.A.’S PERFORMANCE IN THE 4
TH
QUARTER OF 2021 97
TABLE 35: KEY INVESTMENT PROJECTS OF THE CIECH GROUP IMPLEMENTED IN 2021 98
TABLE 36: SUMMARY OF LOANS GRANTED BY CIECH S.A. TO SUBSIDIARIES IN 2021 102
TABLE 37: SUMMARY OF LOANS GRANTED BY SUBSIDIARIES TO CIECH S.A. IN 2021 102
TABLE 38: SUMMARY OF LOANS CONCLUDED BETWEEN SUBSIDIARIES IN THE CIECH GROUP IN 2021 102
TABLE 39: EMPLOYMENT IN THE CIECH GROUP – WHITE COLLAR WORKERS AND BLUE COLLAR WORKERS 111
TABLE 40: BASIC INFORMATION ON THE SHARES 113
TABLE 41: INDICES CONTAINING CIECH S.A.’S SHARES 113
TABLE 42: DATA CONCERNING SHARES OF CIECH S.A. AT THE WSE 117
TABLE 43: KEY INFORMATION ABOUT SHARES LISTED ON THE FRANKFURT STOCK EXCHANGE 117
TABLE 44: REPORTING CALENDAR OF THE CIECH GROUP AND CIECH S.A. 118
TABLE 45: INSTITUTIONS SUBMITTING RECOMMENDATIONS FOR CIECH S.A.’S SHARES IN 2021 119
TABLE 46: DIVIDENDS PAID 119
TABLE 47: CORPORATE GOVERNANCE PRINCIPLES NOT APPLIED BY CIECH S.A. 122
TABLE 48: SHAREHOLDERS OF CIECH S.A. HOLDING SIGNIFICANT BLOCKS OF SHARES 127
TABLE 49: CIECH S.A.’S SUPERVISORY BOARD AS AT 31 DECEMBER 2021 132
TABLE 50: CIECH S.A.’S MANAGEMENT BOARD AS AT 31 DECEMBER 2021 138
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
141
LIST OF FIGURES
FIGURE 1: KEY OPERATING SEGMENTS AND MAJOR CATEGORIES OF CIECH GROUP PRODUCTS 10
FIGURE 2: KEY COMPANIES OF THE CIECH GROUP 11
FIGURE 3: GEOGRAPHICAL STRUCTURE OF THE CIECH GROUP’S REVENUES IN 2021 12
FIGURE 4: SODA PRODUCTION PROCESS 14
FIGURE 5: CIECH GROUP’S SODA PLANTS AND KEY MARKETS 15
FIGURE 6: PRODUCTION CAPACITY OF THE CIECH GROUP’S SODA PLANTS 16
FIGURE 7: SALT PRODUCTION PROCESS 17
FIGURE 8: SALT PRODUCTION IN THE CIECH GROUP AND KEY MARKETS 18
FIGURE 9: PRODUCTION CAPACITY OF THE CIECH GROUP’S PLANTS – SALT 18
FIGURE 10: SODA ASH CONSUMPTION STRUCTURE 26
FIGURE 11: PRODUCTION CAPACITIES OF SODA ASH IN THE WORLD BY REGION 27
FIGURE 12: LARGEST GLOBAL PRODUCERS OF SODIUM CARBONATE BY PRODUCTION CAPACITIES IN 2021 27
FIGURE 13: SODIUM BICARBONATE CONSUMPTION STRUCTURE 29
FIGURE 14: PRODUCTION CAPACITIES OF SODIUM BICARBONATE BY REGION 29
FIGURE 15: LARGEST PRODUCERS OF SODIUM BICARBONATE IN THE REGION COMPRISING EUROPE AND TURKEY BY PRODUCTION
CAPACITY IN 2021 30
FIGURE 16: MAJOR SALT PRODUCERS IN THE WORLD (INCLUDING POLAND) 31
FIGURE 17: SALT CONSUMPTION STRUCTURE IN EUROPE 32
FIGURE 18: SALT PRODUCTION IN POLAND WITH DIVISION INTO KINDS IN THE YEARS 2009-2021 32
FIGURE 19: STRUCTURE OF GLOBAL CONSUMPTION OF CROP PROTECTION CHEMICALS BY TYPE AND BY VALUE 33
FIGURE 20: STRUCTURE OF SALES OF CROP PROTECTION CHEMICALS BY REGION (% OF VALUE) 34
FIGURE 21: SALES OF CROP PROTECTION CHEMICALS IN EUROPE IN 2010-2021 (preliminary estimates for 2021) 35
FIGURE 22: VOLUME OF PRODUCTION AND CONSUMPTION OF CROP PROTECTION CHEMICALS IN POLAND IN THE YEARS 2009-2021 35
FIGURE 23. APPLICATION SEGMENTS OF FLEXIBLE POLYURETHANE FOAMS IN EUROPE 37
FIGURE 24: APPLICATION SEGMENTS OF SODIUM SILICATES IN EUROPE 38
FIGURE 25: GEOGRAPHIC STRUCTURE OF PRODUCTION CAPACITIES OF SODIUM SILICATES 38
FIGURE 26: APPLICATION SEGMENTS OF POTASSIUM SILICATES IN EUROPE 39
FIGURE 27: VISION AND AMBITIONS OF THE CIECH GROUP FOR 2019-2021 40
FIGURE 28: STRUCTURE OF RESPONSIBILITIES FOR THE RISK MANAGEMENT PROCESS OF THE CIECH GROUP 48
FIGURE 29: DIAGRAM OF THE CIECH GROUP'S RISK MANAGEMENT PROCESS 48
FIGURE 30: OPERATING RISKS OF THE CIECH GROUP 49
FIGURE 31: ENVIRONMENTAL MANAGEMENT SYSTEM IN THE CIECH GROUP 69
FIGURE 32: REVENUES AND ADJUSTED EBITDA IN THE SODA SEGMENT OF THE CIECH GROUP 78
FIGURE 33: REVENUES AND ADJUSTED EBITDA IN THE AGRO SEGMENT OF THE CIECH GROUP 79
FIGURE 34: REVENUES AND ADJUSTED EBITDA IN THE FOAMS SEGMENT OF THE CIECH GROUP 80
FIGURE 35: REVENUES AND ADJUSTED EBITDA IN THE SILICATES SEGMENT OF THE CIECH GROUP 81
FIGURE 36: REVENUES AND ADJUSTED EBITDA IN THE PACKAGING SEGMENT OF THE CIECH GROUP 82
FIGURE 37: PROFITABILITY LEVELS OF THE CIECH GROUP 87
FIGURE 38: DEBT OF THE CIECH GROUP (IN PLN MILLION) AND NET DEBT/EBITDA (A) RATIO 88
FIGURE 39: SEGMENT STRUCTURE OF THE CIECH GROUP AS AT 31 DECEMBER 2021 106
FIGURE 40: EMPLOYMENT IN THE CIECH GROUP – BUSINESS AREAS 111
FIGURE 41: SHAREHOLDER STRUCTURE AS AT THE DATE OF APPROVAL OF THIS REPORT 112
FIGURE 42: CHANGES IN PRICES OF CIECH S.A.’S SHARES IN 2021 IN COMPARISON WITH CHANGES IN INDICES 115
FIGURE 43: PRICE OF CIECH S.A.’S SHARES AND TRADING VOLUME IN 2021 116
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
142
GLOSSARY OF ABBREVIATIONS AND TERMS
ASEAN
Association of South-East Asian Nations
CEE
Central and Eastern Europe
CIT
Corporate income tax
CO2
Carbon dioxide
CSR
Corporate Social Responsibility
Dual listing
Listing of a company’s shares on two or more stock exchanges
EBITDA
Earnings before interest, taxes, depreciation and amortization
EBITDA (A)
EBITDA excluding one-off events
EURIBOR
Euro Interbank Offered Rate
Free float
The free float of a public company. It is the ratio of the number of shares not held by large investors,
holding 5% or more of the company’s shares, to the total number of outstanding shares. In other
words, all the publicly-traded shares that are freely available.
GMO
Genetically modified organism
WSE
Warsaw Stock Exchange
Greenfield
Investments on areas with no prior industry or service facilities (e.g. farmlands or woodlands).
GUS
Central Statistical Office
Currency hedging
Strategy used to mitigate foreign exchange risk
IFRS
International Financial Reporting Standards
GDP
Gross Domestic Product
PUR
Polyurethane foams
Rating
Evaluation of the credit risk of a securities issuer
ROA
Return on assets
ROE
Return on equity
ROS
Return on sales
REACH Regulation
Regulation (EC) No 1907/2006 of the European Parliament and of the Council concerning the
Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH)
COMFORT-type jars
Glass latch lid jars
CPC
Crop protection products
Ticker
Three-letter abbreviation used on a stock exchange to uniquely identify each company
EU
European Union
WIBOR
Warsaw Interbank Offered Rate
MANAGEMENT BOARD REPORT ON ACTIVITIES OF THE CIECH GROUP AND CIECH S.A. IN 2021
143
RATIO CALCULATION METHODOLOGY
Principles of ratio calculation (according to the data for continuing operations):
EBITDA (%)
(operating profit + amortization/depreciation for a given period)/ net revenues from sales of products,
services, goods and materials in a given period
Adjusted EBITDA (%)
EBITDA excluding one-off events, the more important of which were described in item 4.2.1 / net revenues
from sales of products, services, goods and materials for a given period
gross return on sales
gross profit on sales for a given period / net revenues from sales of products, services, goods and materials
for a given period
return on sales
profit for a given period / net revenues from sales of products, services, goods and materials for a given
period
EBIT margin
operating profit for a given period / net revenues from sales of products, services, goods and materials
for a given period
EBITDA margin
(operating profit + amortization/depreciation for a given period)/ net revenues from sales of products,
services, goods and materials in a given period
adjusted EBIT
margin
operating profit for a given period excluding one-off events, the more important of which were described
in section 4.2.1 / net revenues from sales of products, services, goods and materials for a given period
adjusted EBITDA
margin
EBITDA excluding one-off events, the more important of which were described in section 4.2.1 / net
revenues from sales of products, services, goods and materials for a given period
net return on sales (ROS)
net profit for a given period / net revenues from sales of products, services, goods and materials for a
given period
return on assets
(ROA)
net profit for a given period/total assets at the end of a given period
return on equity
(ROE)
net profit for a given period/total equity at the end of a given period
debt ratio
the ratio of current and non-current liabilities to total assets; measures the share of external funds in
financing of a company’s activity
long-term debt ratio
the ratio of non-current liabilities to total assets; measures the share of non-current liabilities in financing
of company’s activity
debt to equity ratio
the ratio of total liabilities to equity
equity to assets ratio
the ratio of equity to total assets; measures the share of equity in financing of a company’s activity
net financial liabilities
liabilities from loans, bonds, borrowings (plus overdraft) and other debt instruments (lease + liabilities
from negative valuation of derivatives calculated separately for each derivative + factoring liabilities) less
cash and cash equivalents
gross financial liabilities
liabilities from loans, bonds, borrowings (plus overdraft) and other debt instruments (lease + liabilities
from negative valuation of derivatives calculated separately for each derivative + factoring liabilities)
REPRESENTATION BY THE MANAGEMENT BOARD
REPRESENTATION BY THE MANAGEMENT BOARD
This Management Board Report on activities of the CIECH Group and CIECH S.A. in 2021 was approved by the Management
Board of the Company on 29 March 2022.
Warsaw, 29 March 2022
(signed on the polish original)
……………………………................................................
Dawid Jakubowicz — President of the Management Board of CIECH Spółka Akcyjna
(signed on the polish original)
……………………………................................................
Jarosław Romanowski — Member of the Management Board of CIECH Spółka Akcyjna
(signed on the polish original)
………………………………………………………………………………
Mirosław Skowron — Member of the Management Board of CIECH Spółka Akcyjna