Ciech S.A.

M&A Activity • May 28, 2018

The Management Board of CIECHS.A. (the "Company") informs that on 28 May 2018 theCompany signed a sale and purchase agreement (the "Transaction")whereby the Company will acquire 18,750 shares representing 75% of sharecapital of Proplan Plant Protection Company, S.L. ("Proplan","Proplan Shares"), a Spanish company with more than 25years of experience in the plant protection products, specialized inregistering, manufacturing and distributing fungicides, herbicides,insecticides, growth regulators.Proplanproduces and sells generic products of crop protection. It operates inEuropean Union, mostly in Spain and other continents - mostly inAustralia and Africa.Revenueof Proplan for 2017 amounted to approx. 16 mln EUR at high operatingprofit margins. Proplan hold portfolio of more than 120 productregistrations and material assets of intellectual property.

The Management Board has decidedto enter into the Transaction following the development plans of theCIECH Group regarding plant protection chemistry. In the Company'sopinion, the Transaction would provide synergies between CIECH Group andProplan. The implementation of the Transaction will significantly expandthe product portfolio of the CIECH Group's Crop Protection business andenable its geographic diversification.

Closing of the Transaction by wayof acquisition of the Proplan Shares will take place by means of atransfer deed that will be executed between 2 July 2018 and 31 July2018, subject to the previous fulfillment of certain standardpre-closing undertakings from the sellers. The purchase price for theProplan Shares will be EUR 33,461,391. An amount equivalent to 10% ofthe purchase price shall be deferred and paid in equal instalmentsbetween 2019 and 2022.

On 28 May 2018 the Company alsosigned the shareholders' agreement in relation to the remaining 6,250shares representing 25% of the share capital of Proplan (the "AdditionalProplan Shares"), which shall enter into force upon closing of theTransaction. The shareholders' agreement includes the call option by theCompany and put option by the Proplan shareholder relating to theAdditional Proplan Shares. The call and put options can be exercised (i)once certain legal proceedings relating to the Additional Proplan Sharesare finished, and depending on the term and the outcome of suchproceedings, the Company will acquire all, part or none of thoseremaining shares, and (ii)oncethe Company receives evidence that the Additional Proplan Shares arefree of liens, encumbrances and third-party rights.The strike price per Additional Proplan Sharesunderthe put and call options will based on the price agreed for the ProplanShares in the Transaction.

On 28 May 2018 the SupervisoryBoard of the Company issued consent to enter into the Transaction and tosign the shareholders' agreement in relation to the Additional ProplanShares.