Ciech S.A.

Capital/Financing Update • Jan 9, 2018

Report:

TheManagement Board of CIECH S.A., with its registered office in Warsaw(the “Company” or the “Issuer”), herebyannounces the following in relation to current report No. 17/2017 dated9 November 2017 on the commencement of negotiations related to anamendment to a facilities agreement and in connection with currentreport No. 60/2012 dated 28 November 2012 on, inter alia, the conclusionof an intercreditor agreement on 28 November 2012 and in connection withcurrent report No. 38/2015 dated 30 October 2015 regarding theconclusion of a facilities agreement and the granting of guarantees bythe Issuer’s subsidiaries (the “Facilities AgreementCurrent Report”). On the date of this report, the Companysuccessfully completed negotiations that resulted in the execution ofthe following documents, inter alia: (i) an amendment and restatementagreement concerning the senior term and revolving facilities agreementfor up to PLN 1,590,000,000 dated 29 October 2015 that was concluded byand between, inter alia, the Issuer, its selected subsidiaries, BankHandlowy w Warszawie S.A. as agent, Powszechna Kasa Oszczędności BankPolski S.A. as security agent and certain other financial institutions(the “SFA” or the “Facilities Agreement”)(the “SFA Amendment Agreement”) and an amendment andrestatement agreement concerning the intercreditor agreement dated 28November 2012 concluded by and between, inter alia, the Issuer, itsselected subsidiaries, Bank Handlowy w Warszawie S.A. and PowszechnaKasa Oszczędności Bank Polski S.A. as security agent (the “ICA”)(the “ICA Amendment Agreement”); and (ii) the global deedof release.

TheSFA Amendment Agreement

Thefollowing entities remain parties to the Facilities Agreement, asamended and restated by the SFA Amendment Agreement: CIECH S.A. and thefollowing of its subsidiaries: CIECH Soda Polska S.A., CIECH SarzynaS.A., CIECH Soda Deutschland GmbH & Co. KG, CIECH Energy DeutschlandGmbH and CIECH Soda Romania S.A., as well as a consortium of financialinstitutions that includes both the banks that were parties to theoriginal Facilities Agreement, i.e. Bank Handlowy w Warszawie S.A., BankMillennium S.A., Bank Zachodni WBK S.A., Credit Agricole Bank PolskaS.A., Industrial and Commercial Bank of China (Europe) S.A. (SpółkaAkcyjna) Oddział w Polsce, HSBC Bank Polska S.A., Powszechna KasaOszczędności Bank Polski S.A., and the following banks that have joinedthe consortium: Bank BGŻ BNP Paribas S.A., HSBC Bank plc and mBank S.A.

The mostimportant changes effected under the SFA Amendment Agreement include:

1. theextension of the maturity of the term and revolving facilities providedunder the Facilities Agreement from 25 November 2020 until 31 December2022;

2. achange of the outstanding amounts under the term facility provided underthe Facilities Agreement by changing the share of the amounts disbursedin PLN and in EUR from PLN 1,045,031.446.54 and EUR 69,673,222.19 to PLN1,212,519,888.66 and EUR 30,000,000.00, respectively; and

3. achange in the repayment schedule of the term facility provided under theFacilities Agreement by replacing it with depreciation of the termfacility amounting to 26.12% of the original amount lent on 30 December2021 and 26.12% of the original amount lent under the term facility on30 September 2022, and the repayment of the remaining amount of the termfacility on 31 December 2022.

Theexecution of the SFA Amendment Agreement will not result in a change ofthe interest rate applicable to the facilities provided thereunder.

Thecoming into effect of the amendments introduced under the SFA AmendmentAgreement has been made conditional on the fulfilment of certainconditions precedent, which are standard conditions customarily used forthese types of transactions.

Releaseof security interests

Inperformance of the financial institutions’ commitments under theoriginal Facilities Agreement, the security package under the SFA andthe ICA has been limited to:

1)registered pledges over shares in CIECH Soda Polska S.A. and CIECHSarzyna S.A.;

2) aregistered pledge over a collection of moveable assets and propertyrights of the Issuer;

3)financial pledges over rights to the funds credited to the bank accountsof the Issuer, CIECH Soda Polska S.A. and CIECH Sarzyna S.A.;

4) apledge over shares in CIECH Energy Deutschland GmbH;

5) aninterest pledge agreement related to CIECH Soda Deutschland GmbH & Co.KG;

6) apledge over the bank accounts of Ciech Soda Romania S.A.;

7) apledge over shares in Ciech Soda Romania S.A.;

8)representations on submission to enforcement under Article 777 of thePolish Code of Civil Procedure made by the Issuer, CIECH Soda PolskaS.A. and CIECH Sarzyna S.A.; and

9) guarantees grantedby CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda DeutschlandGmbH & Co.KG,CIECH Energy Deutschland GmbH and CIECH Soda Romania S.A.

Legalbasis: article 17.1 of the 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 L No. 173, p. 1) (the “MAR”).