Ciech S.A.

Capital/Financing Update • Apr 18, 2019

Text of the report:

The management board of “CIECH”S.A. with its registered office in Warsaw (the “Company”,the “Issuer”) refers to current report No. 10/2019 of 28March 2019, in which the Company announced the commencement ofnegotiations of the terms and conditions of procurement of financing bythe Company, and announces that, on 18 April 2019, the Company as theborrower and its subsidiaries CIECH Soda Polska S.A., CIECH SarzynaS.A., CIECH Soda Romania S.A., Ciech Energy Deutschland GmbH and CIECHSoda Deutschland GmbH & Co. KG as the guarantors (the “Guarantors”)entered into three revolving credit facilities agreements (the “CreditFacilities Agreements”). The Credit Facilities Agreements wereconcluded by and between the Company and the Guarantors on one side and:(i) Bank Polska Kasa Opieki S.A. (for a credit amount of up to PLN300,000,000), (ii) BNP Paribas Bank Polska S.A. (for a credit amount ofup to PLN 92,787,500), and (iii) Banco de Sabadell S.A., London Branch(for a credit amount of up to EUR 25,000,000) (the “Lenders”)on the other side.

Extended credit facilities:

Under the Credit FacilitiesAgreements, each of the Lenders will extend to the Company (subject tothe satisfaction by the Company of standard conditions precedent of adrawdown, including the submission of relevant documents andcertificates) a three-year revolving credit facility up to the maximumamount provided above (the “Revolving Credit Facilities”).Each of the Revolving Credit Facilities will bear a floating interestrate to be determined on the basis of the WIBOR / EURIBOR base rate plusthe margin defined in the relevant Credit Facilities Agreement, whichdepends on the net debt-to-EBITDA ratio. The average value of theinitial margin of the Revolving Credit Facilities amounts to approx. 1.0%.

Security for the repayment ofthe Revolving Credit Facilities:

Each of the Revolving CreditFacilities has been secured with the guarantees granted by each of theGuarantors to the respective Lender for a guarantee amount equal to 125%of the amount of the credit facility amount extended. Additionally, thecredit facilities extended under the Credit Facilities Agreements willbe secured,inter alia, with the security interests establishedby the Company and the Guarantors to secure the parallel debt createdunder the agreement concluded between the creditors on 28 November 2012(as referred to by the Company in current reports No. 60/2012 and61/2012), i.e. the security interests corresponding to those establishedwith respect to thereceivablesunder the Consortium Facilities Agreement, asreferred to by the Company,inter alia, in current report No.38/2015 of 30 October 2015 and No. 1/2018 of 9 January 2018.

Other material terms andconditions of the Credit Facilities Agreement:

Under each of the CreditFacilities Agreements, the Issuer and the Guarantors have further agreedto,inter alia:

1. 1.comply with therestrictions on the disposal of assets as defined in the CreditFacilities Agreements, except for the permitted disposals defined in theCredit Facilities Agreements;

2. 2.pay no dividendin a situation where the financial index level defined in the CreditFacilities Agreements is exceeded;

3. 3.refrain fromcontracting financial debt or extending loans in a situation where thefinancial index level defined in the Credit Facilities Agreements isexceeded;

- on the terms and conditionscorresponding to the similar terms and conditions defined in theConsortiumFacilities Agreement.