Ciech S.A.

Regulatory Filings • Feb 13, 2023

Textof the report:

Actingpursuant to Art. 17.4 of Regulation of the European Parliament and ofthe Council (EU) No. 596/2014 of 16 April 2014 on Market Abuse (theMarket Abuse Regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of theEuropean Union of 2014, L 173, p. 1, as amended) (the "MAR"), theManagement Board of Ciech S.A. with its registered office in Warsaw (the"Company") hereby provides delayed inside information regarding thedecision by the Management Board of the Issuer taken on 1 February 2023to provide the shareholder of the Company - KI Chemistry S._#225; r.l. withits registered office in Luxembourg ("KI Chemistry") and its adviserswith documentation concerning the Company and its capital group due tothe commencement of analyses in connection with a potential transactioninvolving the Company's shares and obtaining financing or refinancing inconnection therewith (the "Potential Transaction"). At the same time,the Management Board of the Company informs that on KI Chemistry it hasconcluded a non-disclosure agreement withKIChemistryinorder to enable the provision of key documentation of the Company andits group toKIChemistryandits advisors due to the commencement of analyses in connection with thePotential Transaction.

Reasonsjustifying the delay in disclosing inside information:

Pursuantto Art. 17.4 of the MAR, the disclosure of the inside information inquestion was delayed on February 1, 2023. The delay in the disclosure ofthe above inside information was justified by the protection of thelegitimate interests of the Company, and in particular, in the opinionof the Management Board of the Company, its immediate disclosure to thepublic could have had a negative impact on the price of its shares, aswell as negatively affected the Company's competitive position andthreaten the interests of its current and potential shareholders

Accordingto the Company, the premature publication of the inside informationcould have misled its current and potential shareholders as to thelikelihood of the Potential Transaction.

TheIssuer indicates that the delay in publishing the above information doesnot mislead the public and that it has taken all steps to ensure theconfidentiality of the information concerned.

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

Inthe opinion of the Management Board of the Company, there were noindications that a delay in disclosing the inside information couldmislead the public, in particular due to the lack of any prior publicannouncements by the Company with regard to the subject matter of theinside information. Accordingly, there was no reason to believe that theinside information delayed by the Company was in contrast with marketexpectations based on the communication conducted by the Company so far.

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

Theimmediate reason for the disclosure of this inside information was thepublication of a notification of the intention to announce a tenderoffer to subscribe for the shares of CIECH S.A. on the websitemaintained by an information agency (https://biznes.pap.pl)on February 13, 2023.2023, issued by the Santander Bank Polska S.A. -Santander Brokerage House as an intermediary within the meaning of theprovisions on public offering and conditions for introducing financialinstruments to organised trading and on public companies.

Accordingto Art. 17.4 of the MAR, the Company will notify the Polish FinancialSupervision Authority (KNF) of the delay in disclosing the insideinformation to the public, providing the reasons for such delay,immediately after the publication of this current report.

Legalbasis:Article17.4 of Regulation of the European Parliament and of the Council (EU)No. 596/2014 on Market Abuse and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC - Official Journal of theEuropean Union of 2014, L 173, p. 1, as amended).