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Ciech S.A.

Quarterly Report Nov 13, 2017

5563_rns_2017-11-13_86d3b089-72ac-48e3-ab26-80f8e0566a67.pdf

Quarterly Report

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in thousand PLN in thousand EUR
SELECTED FINANCIAL DATA 9 months ended 9 months ended 9 months ended 9 months ended
30.09.2017 30.09.2016 30.09.2017 30.09.2016
Sales revenues 2,617,650 2,547,533 614,963 583,120
Operating profit/(loss) 381,443 498,206 89,612 114,037
Profit/(loss) before tax 332,668 468,509 78,153 107,240
Net profit / (loss) for the year 256,309 419,887 60,214 96,110
Net profit/(loss) attributable to shareholders of the parent
company
255,947 419,498 60,129 96,021
Net profit/(loss) attributed to non-controlling interest 362 389 85 89
Other comprehensive income net of tax 13,830 (19,099) 3,249 (4,372)
Total comprehensive income 270,139 400,788 63,463 91,738
Cash flows from operating activities 366,689 549,245 86,146 125,720
Cash flows from investment activities (255,648) (337,789) (60,059) (77,318)
Cash flows from financial activities (5,626) (154,786) (1,322) (35,430)
Total net cash flows 105,415 56,670 24,765 12,972
Earnings (loss) per ordinary share (in PLN/EUR) 4.86 7.96 1.14 1.82
as at 30.09.2017 as at 31.12.2016 as at 30.09.2017 as at 31.12.2016
Total assets 4,604,676 4,501,892 1,068,593 1,017,607
Non-current liabilities 1,625,200 1,695,514 377,155 383,254
Current liabilities 945,845 1,042,886 219,499 235,734
Total equity 2,033,631 1,763,492 471,939 398,619
Equity attributable to shareholders of the parent 2,036,651 1,766,827 472,640 399,373
Non-controlling interest (3,020) (3,335) (701) (754)
Share capital 287,614 287,614 66,746 65,012

CIECH GROUP — SELECTED CONSOLIDATED FINANCIAL DATA

CIECH S.A. — SELECTED SEPARATE FINANCIAL DATA

in PLN thousand in EUR thousand
SELECTED FINANCIAL DATA 9 months ended 9 months ended 9 months ended 9 months ended
30.09.2017 30.09.2016 30.09.2017 30.09.2016
Sales revenues 1,763,202 1,615,743 414,228 369,837
Operating profit/(loss) 175,845 237,588 41,311 54,383
Profit/(loss) before tax 213,186 349,606 50,084 80,023
Net profit / (loss) for the period 175,576 315,272 41,248 72,164
Other comprehensive income net of tax 9,124 (2,273) 2,143 (520)
Total comprehensive income 184,700 312,999 43,391 71,644
Cash flows from operating activities 208,911 283,091 49,079 64,798
Cash flows from investment activities (138,651) (177,471) (32,573) (40,622)
Cash flows from financial activities 12,060 (112,615) 2,833 (25,777)
Total net cash flows 82,320 (6,995) 19,339 (1,601)
as at 30.09.2017 as at 31.12.2016 as at 30.09.2017 as at 31.12.2016
Total assets 3,709,292 3,599,972 860,804 813,737
Non-current liabilities 1,418,867 1,467,349 329,272 331,679
Current liabilities 808,959 835,857 187,733 188,937
Total equity 1,481,466 1,296,766 343,799 293,121
Share capital 287,614 287,614 66,746 65,012

The above selected financial data were converted into PLN in accordance with the following principles:

items in the consolidated statement of financial position were converted using the average exchange rate determined by the National Bank of Poland on the last day of the reporting period;

items in the consolidated statement of profit or loss, consolidated statement of other comprehensive income and consolidated statement of cash flows were converted using the exchange rate constituting the arithmetic mean of rates determined by the National Bank of Poland on the last day of each calendar month of the reporting period.

as at 30.09.2017 as at 31.12.2016 9 months ended 30.09.2017 9 months ended 30.09.2016
1 EUR = 4.3091 PLN 1 EUR = 4.4240 PLN 1 EUR = 4.2566 PLN 1 EUR = 4.3688 PLN

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE 9-MONTH PERIOD ENDED 30 SEPTEMBER 2017

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

TABLE OF CONTENTS

1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL
REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION 6
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP 6
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME OF THE CIECH GROUP 7
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE CIECH GROUP 8
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS OF THE CIECH GROUP 9
CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED EQUITY OF THE CIECH GROUP 10
2. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 11
2.1. BASIS FOR PREPARATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 11
2.2. ADOPTED ACCOUNTING PRINCIPLES 11
2.3. FUNCTIONAL AND REPORTING CURRENCY 12
2.4. SEASONALITY AND CYCLICALITY OF ACTIVITY OF THE CIECH GROUP 12
2.5. SEGMENT REPORTING 12
2.6. PROVISIONS AND IMPAIRMENT ALLOWANCES ON ASSETS 17
2.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 19
2.8. INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS 20
2.8.1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE 20
2.8.2. FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE 21
2.9. INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT
AND EQUIPMENT 21
2.10. INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS 22
2.11. INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES 22
2.12. ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND EQUITY SECURITIES IN THE CIECH GROUP 23
2.13. CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES 23
2.14. INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES 24
2.15. INFORMATION ON POST-BALANCE-SHEET EVENTS 24
3. OTHER NOTES TO THE CONSOLIDATED QUARTERLY REPORT 26
3.1. DESCRIPTION OF THE CIECH GROUP'S ORGANISATION 26
3.2. INFORMATION ON NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES 29
3.3. SIGNIFICANT EFFECTS OF CHANGES TO THE ORGANISATIONAL STRUCTURE OF THE CIECH GROUP DURING THREE QUARTERS OF 2017 29
3.4. THE MOST IMPORTANT EVENTS IN THE CIECH GROUP DURING THREE QUARTERS OF 2017 29
3.5. REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP 30
3.5.1. BASIC FINANCIAL DATA 30
3.5.2. SALES REVENUES 31
3.5.3. PROFIT/(LOSS) ON SALES AND OPERATING PROFIT/(LOSS) 32
3.5.4. FINANCING ACTIVITIES AND NET RESULT 32
3.5.5. ASSET POSITION OF THE CIECH GROUP 33
3.5.6. CASH POSITION OF THE CIECH GROUP 34
3.5.7. WORKING CAPITAL AND SELECTED FINANCIAL RATIOS OF THE CIECH GROUP 34
3.6. SIGNIFICANT RISK FACTORS 37
3.7. FULFILMENT OF PROFIT FORECASTS PREVIOUSLY PUBLISHED FOR A GIVEN YEAR IN THE LIGHT OF THE RESULTS DISCLOSED IN THE REPORT AGAINST THE
FORECAST RESULTS 38
3.8. FACTORS AFFECTING THE CIECH GROUP'S RESULTS WITH PARTICULAR FOCUS ON THE NEXT QUARTER 38
3.9. CIECH S.A.'S SHAREHOLDERS HOLDING AT LEAST 5% OF SHARES/VOTES AT THE GENERAL SHAREHOLDERS' MEETING 40
3.10. CHANGES IN THE NUMBER OF SHARES IN CIECH S.A. HELD BY THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD 40
3.11. LITIGATION PENDING BEFORE A COURT, COMPETENT ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY 41
3.11.1. SIGNIFICANT DISPUTED LIABILITIES OF THE CIECH GROUP 41
3.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP 41
3.12. LOAN OR BORROWING SURETIES OR GUARANTEES GRANTED BY CIECH S.A. OR ITS SUBSIDIARY 41
3.13. INFORMATION ON TRANSACTIONS BETWEEN THE KEY MANAGEMENT PERSONNEL OF CIECH S.A. AND RELATED PARTIES 41
4. QUARTERLY FINANCIAL INFORMATION OF THE PARENT COMPANY, CIECH S.A 43
CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS OF CIECH S.A. 43
CONDENSED SEPARATE STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A. 43
CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION OF CIECH S.A. 44
CONDENSED SEPARATE STATEMENT OF CASH FLOWS OF CIECH S.A. 45
CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY OF CIECH S.A 46
5. EXPLANATORY NOTES TO THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 47
5.1. BASIS OF PREPARATION 47
5.2. ADOPTED ACCOUNTING PRINCIPLES 47
5.3. CHANGES IN ESTIMATES 47
RATIO CALCULATION METHODOLOGY 48
STATEMENT OF THE MANAGEMENT BOARD 49

1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP

01.01.-30.09.2017 01.01.-30.09.2016* 01.07.-30.09.2017 01.07.-30.09.2016*
CONTINUING OPERATIONS
Sales revenues 2,617,650 2,547,533 836,290 853,937
Cost of sales (1,982,180) (1,788,683) (640,340) (596,315)
Gross profit/(loss) on sales 635,470 758,850 195,950 257,622
Other operating income 61,575 56,424 29,126 11,721
Selling costs (189,497) (169,798) (60,089) (56,574)
General and administrative expenses (98,445) (106,247) (33,247) (37,582)
Other operating expenses (27,660) (41,023) (8,874) (21,392)
Operating profit/(loss) 381,443 498,206 122,866 153,795
Financial income 6,372 9,086 3,023 (2,837)
Financial expenses (55,309) (39,211) (11,220) (16,764)
Net financial income/(expenses) (48,937) (30,125) (8,197) (19,601)
Share of profit / (loss) of equity-accounted
investees
162 428 (12) (41)
Profit/(loss) before tax 332,668 468,509 114,657 134,153
Income tax (76,359) (48,622) (29,502) 21,417
Net profit/(loss) on continuing operations 256,309 419,887 85,155 155,570
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations - - - -
Net profit / (loss) for the year 256,309 419,887 85,155 155,570
including:
Net profit/(loss) attributable to shareholders of
the parent company
255,947 419,498 85,003 155,504
Net profit/(loss) attributed to non-controlling
interest
362 389 152 66
Earnings per share (in PLN):
Basic 4.86 7.96 1.62 2.95
Diluted 4.86 7.96 1.62 2.95

* Restated data, description of changes is provided in item 2.2.

1

The condensed consolidated statement of profit or loss of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the interim condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME OF THE CIECH GROUP

01.01.-30.09.2017 01.01.-30.09.2016 01.07.-30.09.2017 01.07.-30.09.2016
Net profit / (loss) 256,309 419,887 85,155 155,570
Other comprehensive income before tax that
may be reclassified to the statement of profit or
loss
23,306 (23,973) (3,713) 16,479
Currency translation differences (foreign
companies)
(11,662) 1,767 2,607 (4,418)
Cash flow hedge 34,966 (25,734) (6,322) 20,903
Other components of other comprehensive
income
2 (6) 2 (6)
Other comprehensive income before tax that
may not be reclassified to the statement of
profit or loss
- - - -
Income tax attributable to other comprehensive
income
(9,476) 4,874 3,188 (6,158)
Income tax attributable to other comprehensive
income that may be reclassified to the
statement of profit or loss
(9,476) 4,874 3,188 (6,158)
Other comprehensive income net of tax 13,830 (19,099) (525) 10,321
Comprehensive income including attributable
to:
270,139 400,788 84,630 165,891
Shareholders of the parent company 269,824 400,312 84,462 165,889
Non-controlling interest 315 476 168 2

The condensed consolidated statement of other comprehensive income of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the interim condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE CIECH GROUP

30.09.2017 31.12.2016
ASSETS
Property, plant and equipment 2,657,285 2,623,660
Right of perpetual usufruct 29,292 30,219
Intangible assets, including: 156,737 129,389
- goodwill 62,906 64,180
Investment property 33,595 31,384
Non-current receivables 99,969 99,252
Investments in associates and jointly-controlled entities measured under the equity
method
5,630 5,610
Long-term financial assets 64,811 90,135
Deferred income tax assets 141,615 199,866
Total non-current assets 3,188,934 3,209,515
Inventory 345,251 299,265
Short-term financial assets 56,772 59,971
Income tax receivables 5,076 13,542
Trade and other receivables 483,548 502,000
Cash and cash equivalents 521,865 414,369
Non-current assets held for sale 3,230 3,230
Total current assets 1,415,742 1,292,377
Total assets 4,604,676 4,501,892
EQUITY AND LIABILITIES
Share capital 287,614 287,614
Share premium 470,846 470,846
Cash flow hedge (18,296) (45,306)
Actuarial gains 989 989
Other reserve capitals 78,521 78,521
Currency translation reserve (59,471) (46,336)
Retained earnings 1,276,448 1,020,499
Equity attributable to shareholders of the parent 2,036,651 1,766,827
Non-controlling interest (3,020) (3,335)
Total equity 2,033,631 1,763,492
Loans, borrowings and other debt instruments 1,339,712 1,345,973
Finance lease liabilities 22,904 18,979
Other non-current liabilities 144,348 197,738
Employee benefits reserve 10,675 10,752
Other provisions 77,598 84,284
Deferred income tax liability 29,963 37,788
Total non-current liabilities 1,625,200 1,695,514
Loans, borrowings and other debt instruments 173,028 160,845
Finance lease liabilities 3,321 4,714
Trade and other liabilities 641,916 743,479
Income tax liabilities 41,284 43,868
Employee benefits reserve 867 1,194
Other provisions 85,429 88,786
Total current liabilities 945,845 1,042,886
Total liabilities 2,571,045 2,738,400
Total equity and liabilities 4,604,676 4,501,892

The condensed consolidated statement of financial position of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the interim condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS OF THE CIECH GROUP

01.01.-30.09.2017 01.01.-30.09.2016
Cash flows from operating activities
Net profit/(loss) for the period 256,309 419,887
Adjustments
Amortisation/depreciation 181,777 163,927
Recognition of impairment allowances 639 (132)
Foreign exchange (profit) /loss 5,731 (1,680)
Investment property revaluation (843) (15,094)
(Profit) / loss on investment activities 4,482 74
(Profit) / loss on disposal of property, plant and equipment (5,159) (1,651)
Dividends and interest 20,910 16,184
Income tax 76,359 48,622
(Profit) / loss on the settlement of construction contracts (caverns) (2,077) (3,063)
Share of (profit) / loss on equity accounted investees (162) (428)
Change in liabilities due to loan arrangement fee 1,958 1,495
Valuation of derivative instruments 13,018 -
Ineffective portion of hedge accounting (1,619) (833)
Other adjustments (4,791) (6,973)
Cash from operating activities before changes in working capital and provisions 546,532 620,335
Change in receivables (816) (1,942)
Change in inventory (46,618) 47,166
Change in current liabilities (61,932) (43,803)
Change in provisions and employee benefits (11,219) (7,746)
Cash generated from operating activities 425,947 614,010
Interest paid (25,823) (26,775)
(Profit) / loss on the settlement of construction contracts (caverns) (1,285) (2,040)
Income tax (paid)/returned (32,150) (35,509)
Expenses for research - (441)
Net cash from operating activities 366,689 549,245
Cash flows from investment activities
Disposal of a subsidiary 454 2,931
Disposal of intangible assets and property, plant and equipment 7,954 2,948
Disposal of investment property - 17,202
Dividends received 246 930
Interest received 3,395 3,961
Subsidies received 1,090 15,226
Proceeds from repaid borrowings 7,049 -
Acquisition of intangible assets and property, plant and equipment (265,773) (375,396)
Acquisition of investment property (1,368) -
Development expenditures (8,689) (5,484)
Other outflows (6) (107)
Net cash from investment activities (255,648) (337,789)
Cash flows from financial activities
Proceeds from loans and borrowings - 22
Dividends paid to parent company - (150,195)
Repayment of loans and borrowings (438) -
Payments of finance lease liabilities (5,188) (4,613)
Net cash from financial activities (5,626) (154,786)
Total net cash flows 105,415 56,670
Cash and cash equivalents as at the beginning of the period 414,369 202,935
Impact of foreign exchange differences 2,081 (493)
Cash and cash equivalents as at the end of the period 521,865 259,112

The condensed consolidated statement of cash flows of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the interim condensed consolidated financial statements.

CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED EQUITY OF THE CIECH GROUP

Share
capital
Share
premium
Cash flow
hedge
Other
reserve
capitals
Actuarial
gains
Currency
translation reserve
Retained
earnings
Equity
attributable to
shareholders of
the parent
Non-controlling
interest
Total equity
01.01.2017 287,614 470,846 (45,306) 78,521 989 (46,336) 1,020,499 1,766,827 (3,335) 1,763,492
Total comprehensive income for the
period
- - 27,010 - - (13,135) 255,949 269,824 315 270,139
Net profit / (loss) for the period - - - - - 255,947 255,947 362 256,309
Other comprehensive income - - 27,010 - - (13,135) 2 13,877 (47) 13,830
30.09.2017 287,614 470,846 (18,296) 78,521 989 (59,471) 1,276,448 2,036,651 (3,020) 2,033,631
01.01.2016 287,614 470,846 (16,004) 78,521 434 (53,092) 577,257 1,345,576 (4,072) 1,341,504
Transactions with the owners - - - - - - (150,195) (150,195) - (150,195)
Dividend payment - - - - - - (150,195) (150,195) - (150,195)
Total comprehensive income for the
period
- - (21,529) - - 2,348 419,493 400,312 476 400,788
Net profit / (loss) for the period - - - - - - 419,499 419,499 388 419,887
Other comprehensive income - - (21,529) - - 2,348 (6) (19,187) 88 (19,099)
30.09.2016 287,614 470,846 (37,533) 78,521 434 (50,744) 846,555 1,595,693 (3,596) 1,592,097

Attributable to shareholders of the parent company

The condensed statement of changes in consolidated equity of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the interim condensed consolidated financial statements.

2. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 2

2.1. BASIS FOR PREPARATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP

These interim condensed consolidated financial statements were prepared in compliance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" as approved by the European Union and the Regulation of the Minister of Finance dated 19 February 2009, as amended, 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 (Journal of Laws of 2014, No 0, item 133, as amended). These financial statements present the financial position of the CIECH Group as at 30 September 2017 and as at 31 December 2016, results of the Group's operations and cash flows for the period of 9 months ended 30 September 2017 and 30 September 2016, and were approved by the Management Board of CIECH S.A. on 13 November 2017.

These interim condensed consolidated financial statements cover the financial statements of the parent company, CIECH S.A., and its significant subsidiaries, as well as interests in significant associates.

These interim condensed consolidated financial statements were prepared under the assumption that the CIECH Group will continue as a going concern in the foreseeable future. As at the date of approval of these interim condensed consolidated financial statements, no facts or circumstances are known that would indicate any threat to the Group continuing as a going concern.

The Management Board of CIECH S.A. declares that to the best of its knowledge these interim condensed consolidated financial statements, including corresponding figures, have been prepared in accordance with the generally acceptable accounting principles and that they represent a true, accurate and fair reflection of the CIECH Group's financial position and the results of operations. Furthermore, the Management Board of CIECH S.A. declares that the Directors' Report for the period of 9 months ended 30 September 2017 contains a true image of the Group's developments, achievements, and condition, including the description of major risks and threats.

Preparation of financial statements in accordance with International Financial Reporting Standards ("IFRS") requires the Management Board to make professional judgements, estimates and assumptions which affect the adopted principles and presented values of assets, equity and liabilities, income and expenses. The estimates and assumptions associated with them are based on historical accuracy and various other factors that are considered to be reasonable under the specific circumstances, and their results provide a basis for professional judgement about the value of assets and liabilities that are not directly apparent from other sources. Actual value may differ from the estimated value. The estimates and assumptions associated with them are subject to ongoing verification. Revision of accounting estimates is recognised in the period in which the changes were made, only if it affects that period or the present and future in case they concern both the current and future periods. The Management Board's professional judgements which have a significant impact on the consolidated financial statements, and the estimates bearing a risk of significant changes in future years have been presented in items 2.6, 2.7, 2.8 and 2.13 hereof. During the current interim period there were no significant revisions to the estimates presented in previous reporting periods.

2.2. ADOPTED ACCOUNTING PRINCIPLES

The CIECH Group's accounting principles are described in the Consolidated Financial Statements of the CIECH Group for the year 2016, published on 20 March 2017. The aforementioned Financial Statement includes detailed information regarding the principles and methods of valuation of assets, equity and liabilities and measurement of the financial result as well as the method of preparing the financial statements and comparative information. These principles have been applied on a continuous basis with relation to currently published data, the last annual financial statements and comparative data presented, except for a change in the presentation of support services provided by CIECH S.A. to the Group companies within segment reporting — at present, all revenues and expenses from support services are presented under relevant segments within which the services are provided, whereas previously they were reported in the "Other activities" segment.

The CIECH Group intends to adopt amendments to the IFRS that are published but not effective as at the date of publication of this report in accordance with their effective date. The estimated impact of amendments and impact of new IFRSs on the consolidated financial statements of the CIECH Group was presented in the Consolidated Financial Statements of the CIECH Group for the year 2016, published on 20 March 2017.

2.3. FUNCTIONAL AND REPORTING CURRENCY

The Polish zloty (PLN) is the functional currency of the parent company, CIECH S.A., and the reporting currency of these consolidated financial statements. Unless stated otherwise, all financial data in these consolidated financial statements have been presented in thousands of Polish zlotys (PLN '000).

The functional currencies for the significant foreign subsidiaries are as follows: SDC Group and Ciech Group Financing AB – EUR, CIECH Soda Romania S.A. – RON. For the purpose of conversion into PLN, the following foreign exchange rates determined on the basis of quotations announced by the National Bank of Poland ("NBP") have been applied for consolidation purposes:

30.09.20171 31.12.20162
EUR 4.3091 4.4240
RON 0.9368 0.9749
Average NBP rate for the reporting period 9 months ended 30.09.20173 9 months ended 30.09.20164
EUR 4.2566 4.3688
RON 0.9348 0.9742

1NBP's average foreign exchange rates table applicable as at 30 September 2017.

2NBP's average foreign exchange rates table applicable as at 31 December 2016.

3According to the exchange rate constituting the arithmetic mean of average exchange rates determined by NBP on the last day of each month of the period from 1 January 2017 to 30 September 2017.

4According to the exchange rate constituting the arithmetic mean of average exchange rates determined by NBP on the last day of each month of the period from 1 January 2016 to 30 September 2016.

2.4. 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 4th 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.

2.5. SEGMENT REPORTING

The CIECH Group's operating segments are designated on the basis of internal reports related to the components of the Group and are regularly reviewed by the Management Board, which is responsible for operating decisions aimed at allocating resources to segments and assessing the subsidiaries performance.

Information for a given operating segment may include sales of products and goods also included in the core product range of other divisions. Such items, however, are not significant for those divisions' management reporting.

The Group financing is managed (including finance expenses and incomes with the exception of interest on trade receivables and liabilities) and income tax is calculated on the Group level and they are not allocated to particular segments.

Reporting segments are identical to operating segments. Revenues and costs, assets and liabilities of segments are recognised and measured in a manner consistent with the method used in the consolidated financial statements.

Information on the CIECH Group geographical areas is established based on the Group's assets localisation.

Operational segments results are assessed by the CIECH S.A's Management Board on the basis of sales revenue, operating profit, level of EBITDA and adjusted EBITDA.

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 serve debt. EBITDA and adjusted EBITDA levels are not defined by the International Financial Reporting Standards and can be calculated in a different manner by other entities. The reconciliation and definitions applied by the CIECH Group when determining these measures are presented below.

01.01.-30.09.2017 01.01.-30.09.2016
Net profit/(loss) on continuing operations 256,309 419,887
Income tax 76,359 48,622
Share of profit / (loss) of equity-accounted investees (162) (428)
Financial expenses 55,309 39,211
Financial income (6,372) (9,086)
Amortisation/depreciation 181,777 163,927
EBITDA on continued operations 563,220 662,133
01.01.-30.09.2017 01.01.-30.09.2016
EBITDA on continued operations 563,220 662,133
One-offs including: (6,223) (15,266)
Impairment (a) 1,550 (112)
Cash items (b) (1,992) (2,638)
Non-cash items (without impairment) (c) (5,781) (12,516)
Adjusted EBITDA from continuing operations 556,997 646,867

(a) Impairment losses are associated with the creation/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 costs associated with discontinued operations, fees and compensations).

(c) Non-cash items include: fair value measurement of investment properties, costs of liquidation of inventories and property, plant and equipment, the costs of suspended investments, environmental provisions, provisions for liabilities and compensation, costs of unused production capacity and other items (including extraordinary costs and other provisions).

Additional information on adjustments has been presented under tables presenting the consolidated statement of profit or loss by operating segments.

OPERATING SEGMENTS OF THE CIECH GROUP

Revenue and costs data as well as assets, equity and liabilities data of particular CIECH Group operating segments for periods disclosed in statements are presented in the tables below:

OPERATING SEGMENTS
01.01.-30.09.2017
Soda
segment
Organic
segment
Silicates and
glass segment
Transport
segment
Other operations
segment
Corporate
functions -
reconciliation item
Eliminations
(consolidation
adjustments)
TOTAL
Revenues from third parties 1,759,993 620,275 167,714 8,723 60,945 - - 2,617,650
Revenue from inter-segment transactions 35,692 1,760 7 83,322 25,895 - (146,676) -
Total sales revenues 1,795,685 622,035 167,721 92,045 86,840 - (146,676) 2,617,650
Cost of sales (1,258,153) (527,892) (132,195) (81,205) (62,839) - 80,104 (1,982,180)
Gross profit /(loss) on sales 537,532 94,143 35,526 10,840 24,001 - (66,572) 635,470
Selling costs (175,579) (46,097) (20,725) (2,301) (8,312) (187) 63,704 (189,497)
General and administrative expenses (43,636) (13,260) (3,349) (2,402) (3,795) (33,642) 1,639 (98,445)
Result on management of receivables 3,756 1,156 89 45 (277) - - 4,769
Result on other operating activities 34,080 (5,954) 149 65 1,640 (405) (429) 29,146
Operating profit /(loss) 356,153 29,988 11,690 6,247 13,257 (34,234) (1,658) 381,443
Exchange differences and interest on trade settlements (12,596) (8,647) (179) (120) 246 - - (21,296)
Group borrowing costs - - - - - (25,389) - (25,389)
Result on financial activity (non-attributable to segments) - - - - - (2,252) - (2,252)
Share of profit / (loss) of equity-accounted investees 162 - - - - - - 162
Profit /(loss) before tax 343,719 21,341 11,511 6,127 13,503 (61,875) (1,658) 332,668
Income tax - - - - - - - (76,359)
Net profit /(loss) for the period - - - - - - - 256,309
Amortization/depreciation 134,823 22,475 14,569 4,423 1,820 3,667 - 181,777
EBITDA 490,976 52,463 26,259 10,670 15,077 (30,567) (1,658) 563,220
Adjusted EBITDA** 485,909 52,276 26,180 10,581 14,318 (30,611) (1,656) 556,997

* Adjusted EBITDA for the 9-month period ended 30 September 2017 is calculated as EBITDA adjusted for untypical one-off events: valuation of investment properties to fair value: PLN 0.8 million; penalty fees and compensation received: PLN 1.8 million; change in impairment losses on assets: PLN -1.6 million; change in provisions: PLN 5.3 million; other: PLN -0.1 million.

OPERATING SEGMENTS
01.01.-30.09.2016
Soda
segment
Organic
segment
Silicates and
glass segment
Transport
segment
Other operations
segment
Corporate
functions -
reconciliation item
Eliminations
(consolidation
adjustments)
TOTAL*
Revenues from third parties 1,789,019 557,874 136,326 8,995 55,319 - - 2,547,533
Revenue from inter-segment transactions 21,037 4,070 2 79,223 24,200 - (128,532) -
Total sales revenues 1,810,056 561,944 136,328 88,218 79,519 - (128,532) 2,547,533
Cost of sales (1,160,721) (469,113) (99,513) (76,471) (54,858) - 71,993 (1,788,683)
Gross profit /(loss) on sales 649,335 92,831 36,815 11,747 24,661 - (56,539) 758,850
Selling costs (156,324) (44,476) (16,328) (685) (5,780) (717) 54,512 (169,798)
General and administrative expenses (39,740) (12,926) (4,339) (4,496) (3,821) (42,082) 1,157 (106,247)
Result on management of receivables (1,037) (2,031) (57) (68) (1,565) - - (4,758)
Result on other operating activities 9,625 (6,430) 512 2,096 15,537 (776) (405) 20,159
Operating profit /(loss) 461,859 26,968 16,603 8,594 29,032 (43,575) (1,275) 498,206
Exchange differences and interest on trade settlements (9,239) (11,646) 149 (237) 2,237 - - (18,736)
Group borrowing costs - - - - - (23,820) - (23,820)
Result on financial activity (non-attributable to segments) - - - - - 12,431 - 12,431
Share of profit / (loss) of equity-accounted investees 428 - - - - - - 428
Profit /(loss) before tax 453,048 15,322 16,752 8,357 31,269 (54,964) (1,275) 468,509
Income tax (48,622)
Net profit /(loss) for the period - - - - - - - 419,887
Amortization/depreciation 122,842 22,610 10,487 4,336 277 3,375 - 163,927
EBITDA 584,701 49,578 27,090 12,930 29,309 (40,200) (1,275) 662,133
Adjusted EBITDA** 585,760 49,045 27,083 11,387 14,626 (39,781) (1,253) 646,867

*Restated data, description of changes is provided in item 2.2. hereof.

**Adjusted EBITDA for the 9-month period ended 30 September 2016 is calculated as EBITDA adjusted for untypical one-off events: valuation of investment properties to fair value: PLN 15.1 million; costs of unused production capacity: PLN -4.8 million; change in provisions: PLN 3.3 million; gain on disposal of non-financial non-current assets: PLN 2.3 million; other: PLN -0.6 million.

ASSETS AND LIABILITIES BY OPERATING SEGMENTS

ASSETS LIABILITIES
30.09.2017 31.12.2016 30.09.2017 31.12.2016
Soda segment 2,608,352 2,553,494 175,848 217,161
Organic segment 547,487 527,848 113,162 123,634
Silicates and glass segment 168,708 172,186 25,484 22,378
Transport segment 61,891 66,295 8,899 12,763
Other operations segment 109,983 68,349 14,945 32,189
Corporate functions - reconciliation item 1,143,083 1,157,669 2,263,855 2,370,033
Eliminations (consolidation adjustments) (34,828) (43,949) (31,148) (39,758)
TOTAL 4,604,676 4,501,892 2,571,045 2,738,400

INFORMATION ON GEOGRAPHICAL AREAS

ASSETS DIVIDED ON
GEOGRAPHICAL REGIONS
Non-current assets
other than financial
instruments
Deferred income tax
assets
Other assets Total assets
30.09.2017
Poland 2,101,614 141,615 1,128,315 3,371,544
European Union (excluding Poland) 892,255 - 246,104 1,138,359
Other European countries - - 44,364 44,364
Africa - - 3,414 3,414
Asia - - 45,419 45,419
Other regions - - 1,576 1,576
TOTAL 2,993,869 141,615 1,469,192 4,604,676
31.12.2016
Poland 2,008,662 199,866 915,484 3,124,012
European Union (excluding Poland) 922,211 - 346,472 1,268,683
Other European countries - - 52,816 52,816
Africa - - 2,852 2,852
Asia - - 50,550 50,550
Other regions - - 2,979 2,979
TOTAL 2,930,873 199,866 1,371,153 4,501,892

SALES REVENUES – GEOGRAPHICAL STRUCTURE OF MARKETS

01.01.-30.09.2017 01.01.-30.09.2016 Dynamics 2017/2016
Poland 1,084,837 965,808 12.3%
European Union (excluding Poland) 1,145,742 1,216,216 (5.8%)
Germany 461,957 512,064 (9.8%)
Romania 109,207 104,300 4.7%
Czech Republic 113,357 114,995 (1.4%)
Italy 59,915 77,549 (22.7%)
The Netherlands 87,847 72,981 20.4%
Finland 44,734 44,580 0.3%
Sweden 56,276 53,584 5.0%
Belgium 28,025 23,905 17.2%
United Kingdom 36,785 38,398 (4.2%)
Denmark 18,499 26,958 (31.4%)
France 27,205 30,402 (10.5%)
Luxembourg 8,572 19,458 (55.9%)
Lithuania 13,976 15,260 (8.4%)
Other EU countries 79,387 81,782 (2.9%)
Other European Countries 186,982 183,664 1.8%
Switzerland 79,843 97,888 (18.4%)
01.01.-30.09.2017 01.01.-30.09.2016 Dynamics 2017/2016
Norway 29,737 29,963 (0.8%)
Russia 17,583 8,771 100.5%
Other European countries 59,819 47,042 27.2%
Africa 45,480 56,615 (19.7%)
Asia 137,922 110,327 25.0%
China 103 42 145.2%
Other Asian countries 137,819 110,285 25.0%
Other regions 16,687 14,903 12.0%
TOTAL 2,617,650 2,547,533 2.8%

2.6. PROVISIONS AND IMPAIRMENT ALLOWANCES ON ASSETS

During three quarters of 2017 and in the third quarter of 2017, the following changes in provisions and impairment allowances on assets were recognised in the consolidated financial statements of the CIECH Group.

PROVISIONS FOR EMPLOYEE BENEFITS Opening
balance
Recognition Use and reversal Other changes
(including
exchange
differences)
Closing
balance
01.01.-30.09.2017
Long-term 10,752 286 (217) (146) 10,675
Short-term 1,194 402 (729) - 867
01.01.-30.09.2016 - - - - -
Long-term 12,829 183 (545) 116 12,583
Short-term 1,603 437 (1,189) (18) 833
01.07.-30.09.2017
Long-term 10,647 94 (144) 78 10,675
Short-term 898 221 (252) - 867
01.07.-30.09.2016 - - - - -
Long-term 12,748 70 (101) (134) 12,583
Short-term 856 185 (209) 1 833
CHANGE IN OTHER LONG-TERM PROVISIONS Opening
balance
Recognition Use and reversal Other
changes
(including
exchange
differences)
Closing
balance
01.01.-30.09.2017
Provision for liabilities 6,547 - (5,500) - 1,047
Provision for environmental protection 77,737 - - (1,186) 76,551
TOTAL 84,284 - (5,500) (1,186) 77,598
01.01.-30.09.2016
Provision for liabilities 6,547 - - - 6,547
Provision for environmental protection 68,157 - - 1,367 69,524
TOTAL 74,704 - - 1,367 76,071
01.07.-30.09.2017
Provision for liabilities 6,547 - (5,500) - 1,047
Provision for environmental protection 75,109 - - 1,442 76,551
TOTAL 81,656 - (5,500) 1,442 77,598
01.07.-30.09.2016
Provision for liabilities 6,547 - - - 6,547
Provision for environmental protection 70,771 - - (1,247) 69,524
TOTAL 77,318 - - (1,247) 76,071
CHANGE IN OTHER SHORT-TERM PROVISIONS Opening
balance
Recognition Use and reversal Other
changes
(including
exchange
differences)
Closing
balance
01.01.-30.09.2017
Provision for compensation 9,337 161 (1,554) (202) 7,742
Provision for liabilities 26,598 1,765 (1,849) (576) 25,938
Provision for environmental protection 2,391 - (1,694) - 697
Provision for expected losses 46,507 2,669 - (290) 48,886
Provision for bonuses 3,661 763 (2,160) (128) 2,136
Other provisions 292 - (251) (11) 30
TOTAL 88,786 5,358 (7,508) (1,207) 85,429
01.01.-30.09.2016
Provision for compensation 8,368 744 - 45 9,157
Provision for liabilities 37,020 402 (6,773) 4,789 35,438
Provision for environmental protection 2,236 - (1,552) - 684
Provision for expected losses 30,887 - - 141 31,028
Provision for bonuses 1,146 2,375 (2,803) 407 1,125
Other provisions 437 130 - (375) 192
TOTAL 80,094 3,651 (11,128) 5,007 77,624
01.07.-30.09.2017
Provision for compensation 8,827 150 (1,033) (202) 7,742
Provision for liabilities 25,869 25 (292) 336 25,938
Provision for environmental protection 1,460 - (763) - 697
Provision for expected losses 47,643 991 - 252 48,886
Provision for bonuses 2,188 (1) (67) 16 2,136
Other provisions 30 - - - 30
TOTAL 86,017 1,165 (2,155) 402 85,429
01.07.-30.09.2016
Provision for compensation 8,993 164 - - 9,157
Provision for liabilities 34,920 267 (603) 854 35,438
Provision for environmental protection 1,153 - (469) - 684
Provision for expected losses 31,322 - - (294) 31,028
Provision for bonuses 854 795 (908) 384 1,125
Other provisions 587 (4) 1 (392) 192
TOTAL 77,829 1,222 (1,979) 552 77,624
CHANGE IN IMPAIRMENT
ALLOWANCES
Opening balance Recognition Use and reversal Other changes
(including
exchange
differences)
Closing
balance
01.01.-30.09.2017
Property, plant and equipment 5,933 2,937 - (1,473) 7,397
Intangible assets, including: 473,807 - - (12,933) 460,874
Goodwill 427,885 - - (11,718) 416,167
Long-term financial assets 1,343 - - - 1,343
Inventories 38,218 3,570 (1,938) (330) 39,520
Short-term financial assets 24,601 - (910) - 23,691
Trade and other receivables 57,938 14,682 (6,761) (2,073) 63,786
TOTAL 601,840 21,189 (9,609) (16,809) 596,611
01.01.-30.09.2016
Property, plant and equipment 6,021 - - (95) 5,926
Intangible assets, including: 456,422 - - 6,318 462,740
Goodwill 412,974 - - 5,831 418,805
Long-term financial assets 1,343 - - - 1,343
CHANGE IN IMPAIRMENT
ALLOWANCES
Opening balance Recognition Use and reversal Other changes
(including
exchange
differences)
Closing
balance
Inventories 38,215 1,634 (3,673) 214 36,390
Short-term financial assets 24,601 - - - 24,601
Trade and other receivables 44,826 6,841 (2,963) 2,180 50,884
TOTAL 571,428 8,475 (6,636) 8,617 581,884
01.07.-30.09.2017
Property, plant and equipment 7,655 (4) - (254) 7,397
Intangible assets, including: 453,033 - - 7,841 460,874
Goodwill 409,121 - - 7,046 416,167
Long-term financial assets 1,343 - - - 1,343
Inventories 38,083 1,676 (329) 90 39,520
Short-term financial assets 24,601 - (910) - 23,691
Trade and other receivables 64,121 416 (787) 36 63,786
TOTAL 588,836 2,088 (2,026) 7,713 596,611
01.07.-30.09.2016
Property, plant and equipment 6,058 - - (132) 5,926
Intangible assets, including: 473,387 - - (10,647) 462,740
Goodwill 428,360 - - (9,555) 418,805
Long-term financial assets 1,343 - - - 1,343
Inventories 36,573 323 (400) (106) 36,390
Short-term financial assets 24,601 - - - 24,601
Trade and other receivables 50,302 1,731 (790) (359) 50,884
TOTAL 592,264 2,054 (1,190) (11,244) 581,884

2.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY

The main components of tax expense include:

THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) 01.01.-30.09.2017 01.01.-30.09.2016
Current income tax (29,059) (43,330)
Deferred tax (47,300) (5,292)
INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS (76,359) (48,622)

Deferred income tax is attributable to the following items:

DEFERRED INCOME TAX ASSETS AND DEFERRED
INCOME TAX LIABILITY
30.09.2017 31.12.2016
Total asset Total
liability
Net value Total asset Total
liability
Net value
Property, plant and equipment 2,176 140,565 (138,389) 2,081 136,195 (134,114)
Intangible assets 28,451 356 28,095 32,430 499 31,931
Right of perpetual usufruct - 5,091 (5,091) - 5,147 (5,147)
Investment property 2,003 1,745 258 2,003 1,673 330
Financial assets 963 10,324 (9,361) 1,732 13,454 (11,722)
Inventory 2,347 473 1,874 2,106 557 1,549
Trade and other receivables 3,253 37,127 (33,874) 4,053 35,599 (31,546)
Provisions for employee benefits 2,802 31 2,771 3,181 31 3,150
Other provisions 22,023 - 22,023 22,107 - 22,107
Tax losses carried forward 102,323 - 102,323 139,309 - 139,309
Foreign exchange differences 3,691 212 3,479 3,839 376 3,463
DEFERRED INCOME TAX ASSETS AND DEFERRED
INCOME TAX LIABILITY
30.09.2017 31.12.2016
Total asset Total
liability
Net value Total asset Total
liability
Net value
Liabilities 57,683 1,413 56,270 61,850 306 61,544
Special economic zone 89,101 - 89,101 90,759 - 90,759
Other 151 87 64 207 1,777 (1,570)
Deferred tax assets/liability 316,967 197,424 119,543 365,657 195,614 170,043
Set - off of deferred tax assets/ liability (167,461) (167,461) - (157,826) (157,826) -
Unrecognized deferred tax assets (7,891) - (7,891) (7,965) - (7,965)
Deferred tax assets/liability recognised in the
statement of financial position
141,615 29,963 111,652 199,866 37,788 162,078

In the light of provisions of the General Anti-Avoidance Rule ("GAAR"), applicable as of 15 July 2016 and aimed at preventing the origination and use of factitious legal structures designed to avoid payment of taxes in Poland, the Management Board of the Parent Company considered the impact of transactions which could potentially be subject to the GAAR regulations on the deferred tax, tax value of assets and deferred tax provisions. In the opinion of the Management Board, the analysis conducted did not demonstrate the need to adjust the reported current and deferred income tax items. However, in the opinion of the Management Board, there is an inherent uncertainty arising from GAAR that tax authorities will interpret these provisions differently, will change their approach to their interpretation or the rules themselves will change, which may affect the ability to utilise the deferred tax assets in future periods and the possible payment of an additional tax for past periods.

2.8. INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS

2.8.1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

As at 30 September 2017, the CIECH Group held the following types of financial instruments measured at fair value:

  • futures contracts for the purchase of CO2 certificates concluded by CIECH Soda Polska S.A., hedging the cost of purchase of CO2 units in 2017 and 2018 — Level 1, according to the fair value hierarchy,
  • concluded by the parent company, CIECH S.A.: interest rate swap contracts, CIRS (currency and interest rate swap) contract EUR/PLN — Level 2, according to the fair value hierarchy,
  • currency forward EUR/PLN concluded by CIECH Vitrosilicon S.A. Level 2, according to the fair value hierarchy,
  • isolated option instruments (acquired call options) embedded in the gas supply contract concluded by CIECH Energy Deutschland GmbH on 1 August 2016, hedging the cost of gas purchased in 2016–2020 — Level 2, according to the fair value hierarchy,
  • SWAP concluded by CIECH Energy Deutschland GmbH to hedge market risk of the price of gas indexed to the NCG Cumulative Index — Level 2, according to the fair value hierarchy.
  • currency forwards EUR/PLN and USD/RON concluded by CIECH S.A. Level 2, according to the fair value hierarchy.

During three quarters of 2017, there were no transfers within the fair value hierarchy of instruments measured at fair value. There were no changes in the classification of financial instruments, or in business conditions that could affect the fair value of financial assets or liabilities.

As compared to the previous reporting period, the CIECH Group has not made any changes in methods of measurement of financial instruments held. The descriptions of methods of measurement to fair value were presented in item 8.4 of the Consolidated Financial Statements of the CIECH Group for 2016, published on 20 March 2017.

In the consolidated financial statements, all financial instruments concluded were designated for hedge accounting, and details of the designation were presented in item 8.2 of the Consolidated Financial Statements of the CIECH Group for 2016, published on 20 March 2017.

In the separate financial statements, all financial instruments, except for CIRS contracts, were designated for hedge accounting, and details of the designation were presented in item 8.2 of the CIECH S.A.'s Financial Statements for 2016, published on 20 March 2017.

Fair value of derivative instruments and embedded instruments

Cash and
cash
equivalents
Long-term
financial assets
Short-term
financial assets
Other non
current liabilities
Trade and
other
liabilities
TOTAL
30.09.2017
IRS PLN - - - - (643) (643)
IRS EUR - 136 - (1,122) (1,509) (2,494)
CIRS - 44,008 17,318 (77,570) - (16,245)
Forward EUR/PLN - 652 4,284 - - 4,936
Forward USD /RON - 294 3,020 - - 3,314
SWAP gas prices - - 664 664
Embedded instruments - 8,360 4,559 - - 12,919
Futures contracts 8,746 - - - - 8,746
TOTAL 8,746 53,450 29,845 (78,692) (2,152) 11,197
31.12.2016
IRS PLN - - - - (1,241) (1,241)
IRS EUR - 58 - (1,506) (1,243) (2,691)
CIRS - 55,569 18,454 (119,083) - (45,060)
Forward EUR/PLN - 967 743 - - 1,710
Forward USD /RON - - - (340) (3,521) (3,861)
Embedded instruments - 22 182 6,773 - - 28,955
Futures contracts 5,012 - - - - 5,012
TOTAL 5,012 78,776 25,970 (120,929) (6,005) (17,176)

2.8.2. FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE

The CIECH Group holds the issued domestic bonds whose book value, as at 30 September 2017, amounted to PLN 164,451 thousand, and whose fair value amounted to PLN 160,000 thousand (Level 2 of fair value hierarchy). The Group recognised that the fair value of the issued bonds does not differ significantly from their nominal value due to the fact that these bonds carry variable interest rates.

The CIECH Group has taken out term and working capital loans whose book value, as at 30 September 2017, amounted to PLN 1,348,289 thousand, and whose fair value amounted to PLN 1,345,259 thousand (Level 2 of fair value hierarchy). The Group recognised that the fair value of the loans taken out does not differ significantly from their nominal value due to the fact that these loans carry variable interest rates.

In the case of the other financial instruments held by the CIECH Group (classified mainly as cash and cash equivalents, loans and receivables, financial liabilities measured at amortised cost other than loans and bonds and financial liabilities excluded from the scope of IAS 39), the fair value is close to the book value.

2.9. INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT

In the period from 1 January to 30 September 2017, the CIECH Group carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:

01.01.-30.09.2017 Land Buildings
offices and
land and
water
engineering
facilities
Machinery
and
equipment
Means of
transport
Other
tangible
fixed assets
Tangible
fixed assets
under
construction
TOTAL
Gross value of property, plant and
equipment at the beginning of the 84,579 1,083,972 2,717,796 101,559 46,304 340,585 4,374,795
period
Purchase 304 980 32,842 3,541 1,318 223,398 262,383
Reclassification - 66,496 144,625 88 (2,025) (254,028) (44,844)
Capitalised borrowing costs - - - - - 12,218 12,218
Exchange differences (2,368) (7,262) (27,711) (572) (323) (1,637) (39,873)
Sales - (295) (268) (18) (32) (616) (1,229)
Liquidation - (40) (4,131) (89) (795) - (5,055)
Gross value of property, plant and
equipment at the end of the period
82,515 1,143,851 2,863,153 104,509 44,447 319,920 4,558,395
01.01.-30.09.2016
Gross value of property, plant and
equipment at the beginning of the
period
81,567 908,740 42,748 392,084 3,881,904
2,354,758 102,007
Purchase - 2,072 17,038 6,486 508 328,190 354,294
Reclassification - 78,632 181,561 145 1,750 (288,193) (26,105)
Capitalised borrowing costs - - - - - 17,013 17,013
Exchange differences 1,183 3,735 13,731 322 183 627 19,781
Sales - (822) (4,872) (9,682) (1,099) (561) (17,036)
Liquidation - (3,408) (67,795) (3,777) (438) (7) (75,425)
Other - 123 29,952 (180) - - 29,895

Purchases of property, plant and equipment were made with own financial resources or in the form of a finance lease. As at 30 September 2017, commitments to purchase property, plant and equipment amounted to PLN 159,344 thousand (PLN 174,220 thousand as at 31 December 2016).

2.10. INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS

During the period covered by these financial statements, no loan agreement was called to maturity and there were no violations of payment terms for repayment of principal or interest due in relation to financial liabilities recognised in the statement of financial position.

All information concerning the financing conditions, which results from the agreements and arrangements with the banks, has been presented in the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2016, published on 20 March 2017.

2.11. INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES

Transactions between the parent, CIECH S.A., and its subsidiaries were eliminated during consolidation and have not been presented in this note.

Detailed information about transactions between the CIECH Group and other related entities (i.e. companies controlled by the parent company at the highest level in relation to CIECH S.A. — Kulczyk Investments S.A. and non-consolidated companies of the CIECH Group) is presented below:

TRANSACTIONS BETWEEN CONSOLIDATED ENTITIES AND OTHER RELATED ENTITIES 01.01.-30.09.2017 01.01.-30.09.2016
Revenues from sales of products and services, including: 3,653 4,215
Kulczyk Holding 8 29
Revenues from sales of goods and materials 77,062 69,267
Other operating income - 14
Financial income 750 934
Purchase of products, goods and materials 27 273
Purchase of services, including: 30,183 31,337
Kulczyk Holding 2,565 2,262
Other operating expenses, including: 1,463 1,057
Kulczyk Holding 406 409
Financial expenses 1,074 12
30.09.2017 31.12.2016
Receivables, including: 19,268 15,691
Kulczyk Holding 668 863
Impairment allowances of receivables and loans 1,057 -
Liabilities, including: 5,184 6,647
Kulczyk Holding - 872

Terms of transactions with related entities

Material sales to and purchases from related entities are carried out on terms which do not differ from arm's length terms. Overdue liabilities and receivables are not secured and are settled in cash or by set-off. No material non-standard or nonroutine transactions were concluded within the CIECH Group during three quarters of 2017, except for transactions described in item 3.3 hereof.

In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with related parties.

2.12. ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND EQUITY SECURITIES IN THE CIECH GROUP

In the presented period, the CIECH Group companies did not issue, redeem or repay any debt or equity securities.

2.13. CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES

30.09.2017 31.12.2016
Contingent assets 18,864 18,864
Other contingent receivables* 18,864 18,864
Contingent liabilities 587,285 632,527
Guarantees and sureties granted** 486,815 533,056
Other*** 100,470 99,471

*Contingent asset in the amount of PLN 18,864 thousand related to the action against GZNF "FOSFORY" Sp. z o.o. for the payment of compensation for making an alleged untrue declaration by GZNF "FOSFORY" Sp. z o.o. to CIECH S.A. about the condition of Agrochem Człuchów

Sp. z o.o. with its registered office in Człuchów.

** Including:

  • guarantee granted up to the amount of 155% of liabilities related to the issue of domestic bonds in the amount of PLN 160,000 thousand – contingent liability in the amount of PLN 88,000 thousand,
  • guarantee granted up to the amount of 125% of liability related to term loan in the amount of PLN 1,045,031 thousand and revolving loan in the amount of PLN 250,000 thousand – contingent liability in the amount of PLN 323,758 thousand,
  • guarantee granted up to the amount of 125% of liability related to term loan in the amount of EUR 69,673 thousand – contingent liability in the amount of PLN 75,057 thousand.

*** Including mainly:

  • contingent liability in the SDC Group relating to environmental protection in the amount of PLN 15,694 thousand (EUR 3,642 thousand),
  • contingent liability in CIECH Soda Polska S.A. regarding environmental penalty fees due to a boiler failure in the amount of PLN 30,974 thousand,

  • contingent liabilities in CIECH Soda Polska S.A. resulting from blank promissory notes for the National Fund for Environmental Protection and Water Management relating to grants received in the event of a potential financial adjustment in the amount of PLN 33,483 thousand, in connection with the received subsidy to the project "Extension of the centre of decantation and filtration of distillation sludge in the Plant in Inowrocław" in the amount of PLN 10,930 thousand, in connection with the subsidy to the project "Reduction of dust emission in CHP Inowrocław – modernisation of electrofilters OP 110 No 2 and 4" in the amount of PLN 882 thousand, in connection with the subsidy to the project "Reduction of dust emission in CHP Inowrocław – modernisation of electrofilters OP 110 No 1 and 3" in the amount of PLN 98 thousand,

  • potential liability in CIECH S.A. regarding employee claims in the amount of PLN 6,992 thousand.

As at 30 September 2017, contingent liabilities amounted to PLN 587,285 thousand and decreased as compared to 31 December 2016 by PLN 45,242 thousand. The change results primarily from the expiry on 12 March 2017 of a guarantee in the amount of PLN 44,240 thousand (EUR 10,000 thousand) for certain obligations and warranties made by Infrastruktura Kapuściska S.A. in liquidation, as a part of the agreement for sale and transfer of TDI assets on BASF. The remaining decrease in liabilities resulted mainly from positive foreign exchange differences.

Other guarantees and sureties granted were described in item 9.2 of the Consolidated Financial Statements of the CIECH Group for 2016.

2.14. INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES

On 22 June 2017, the Ordinary General Meeting of Shareholders of CIECH S.A. adopted a resolution regarding the allocation of the entire net profit of the Company for 2016, in the amount of PLN 152,440 thousand, to the Company's supplementary capital.

On 16 June 2016, the Ordinary General Meeting of Shareholders of CIECH S.A. adopted a resolution regarding the distribution of the Company's net profit for 2015 in accordance with the recommendation of the Supervisory Board. The amount of PLN 150,195 thousand was allocated to dividends from net profit to shareholders for 2015, i.e. PLN 2.85 per share. The amount of PLN 181,384 thousand was allocated to the Company's supplementary capital. Dividend date was set on 30 June 2016 and the dividend was paid on 16 August 2016.

2.15. INFORMATION ON POST-BALANCE-SHEET EVENTS

On 26 October 2017, the Extraordinary Shareholders' Meeting of JANIKOSODA S.A. adopted resolution No 1 on increasing the Company's share capital, pursuant to which:

  • 1) the share capital is to be increased by the amount of PLN 7,800 thousand, i.e. from PLN 36,530 thousand to PLN 44,330 thousand;
  • 2) the share capital is to be increased by way of issue of 260 million series E bearer shares with the nominal value of PLN 0.03 each;
  • 3) the issue price of series E shares amounts to PLN 0.30 per share;
  • 4) the shares in the increased share capital of JANIKOSODA S.A. are to be taken up by way of an offer placed by JANIKOSODA S.A. and accepted by CIECH S.A. with its registered office in Warsaw.

The agreement on taking up 260 million series "E" shares in JANIKOSODA S.A., with the nominal value of PLN 0.03 each, by CIECH was concluded on 26 October 2017. The shares are taken up by CIECH S.A. at the issue price of PLN 0.30 per share and the share premium (agio) is allocated to the Company's supplementary capital. The total issue price of the series "D" shares is PLN 78,000 thousand. CIECH will acquire the ownership title to series "E" shares on the date of registration of the increase of the Company's share capital by the District Court competent for the registered office of JANIKOSODA S.A.

In the current report 17/2017 of 9 November 2017 it was announced that Management Board had decided to renegotiate the terms and conditions of the Loan Agreement due to the favourable conditions on the banking market, and possible development projects, the implementation of which is being considered. The negotiations on the annex will be conducted both with existing and new lenders.

Lenders have submitted to CIECH S.A. proposals to change the terms of the Loan Agreement, the most important of which are:

  1. change of the repayment date of the Term Loan and Revolving Loan - to the date falling within five years from the date of entry into force of the annex, but not later than 31 December 2022,

  2. change of the Term Loan repayment schedule - to depreciation amounting to an equivalent of PLN 350,000 thousand by 30 December 2021, and the equivalent of PLN 350,000 thousand by 30 September 2022; the remainder of the Term Loan will be repaid within the due date of the aforementioned Loan, as indicated above.

At the same time, no changes to the interest rates on the loans are expected, and the conclusion of the annex will require corporate approvals of CIECH S.A.

3. OTHER NOTES TO THE CONSOLIDATED QUARTERLY REPORT

3.1. DESCRIPTION OF THE CIECH GROUP'S ORGANISATION

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 Sweden.

Parent company CIECH Spółka Akcyjna
Registered office Warsaw
Address Wspólna Street 62, 00-684 Warsaw
0000011687
KRS (National Court Register number) (District Court for the capital city of Warsaw in Warsaw
12th Commercial Division of the National Court Register)
Statistical identification number (REGON) 011179878
Tax ID No (NIP) 118-00-19-377
Website www.ciechgroup.com
CIECH S.A.'s Branch in Romania
Branches held CIECH S.A.'s Branch in Germany
KI Chemistry s. à r. l
Ultimate parent company (a subsidiary of Kulczyk Investments)

As at 30 September 2017, the CIECH Group comprised 38 business entities, including:

• the parent company,

3

  • 32 subsidiaries, of which:
  • o 23 domestic subsidiaries,
  • o 9 foreign subsidiaries,
  • 2 domestic associates,
  • 1 foreign associate,
  • 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 S.A. 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., Grupa SDC, 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 soda ash and soda derived products (in the case of CIECH Soda Romania S.A., the plant also manufactures products in the silicates and glass segment, the soda plant in Janikowo also manufactures salt products and the plant in Germany produces electric energy sold to third parties). The other 4 plants are dedicated to the organic segment, and to silicates and glass segment, and are located in Poland.

Company name
Parent company
CIECH S.A.
Registered
office
Warsaw
Segment
soda, organic,
silicates and
glass,
transport,
Business
Sales of chemical products manufactured within
the CIECH Group, sales of chemical products
purchased from third-party producers, holding
activities, managing a portfolio of subsidiaries,
provision of support services (in the area of sales,
manufacturing, purchases, finance, IT, HR and in
Share in equity
as at
30.09.2017 / %
of votes at the
GMS
-
Share in equity
as at
30.09.2016 / %
of votes at the
GMS
-
other the legal area) for selected companies in the
Group, financial activities in the form of direct
lending to the companies in the Group.
Fully consolidated direct and indirect subsidiaries
CIECH R&D Sp. z o.o. Warsaw Other Granting licences to the CIECH Group companies
to use the trademarks: "Ciech", "Ciech Trading"
and "Sól Kujawska naturalna czysta" for business
activity purposes, research and developments
activities.
100% 100%
CIECH Trading S.A. Warsaw Soda, other Wholesale and distribution of solid inorganic and
organic chemicals, wholesale and distribution of
raw materials for household chemicals, wholesale
and distribution of raw materials for cosmetic
and pharmaceutical products, wholesale and
distribution of fillers, pigments, raw materials for
paints and varnishes, wholesale and distribution
of feed additives and fodder, wholesale and
distribution of acids, bases and other liquid
chemicals.
100% 100%
CIECH Soda Romania
S.A.
Ramnicu
Valcea,
Romania
Soda, silicates
and glass
Manufacture of other basic inorganic chemicals,
wholesale of chemical products.
98.74% 98.74%
CIECH Vitrosilicon
S.A.*
Iłowa Silicates And
Glass
Production of other basic inorganic chemicals,
manufacture of hollow glass and technical
glassware, manufacture of plastic packaging
goods, manufacture of other plastic products.
100% 100%
CIECH Transclean
Sp. z o.o.
Bydgoszcz Transport International transport of liquid chemicals. 100% 100%
CIECH Pianki Sp. z o.o. Bydgoszcz Organic Manufacture of organic and other inorganic
chemicals.
100% 100%
Ciech Group Financing
AB
Stockholm,
Sweden
Other Financing activities. 100% 100%
Verbis ETA Sp. z o.o. Warsaw Other General partner of Verbis ETA Sp. z o.o. SKA. 100% 100%
Verbis ETA Sp. z o.o.
SKA
Warsaw Other Financing activities, direct lending to the CIECH
Group companies
100% 100%
CIECH Cerium
Sp. z o.o. SK
Warsaw Other Financing activities. 100% 100%
Beta Cerium
Sp. z o.o. Sp. k.**
Warsaw Other Financing activities, leasing of non-current assets
to the CIECH Group companies.
100% 100%
Vasco Polska
Sp. z o.o.
Inowrocław Other Utilisation of post-soda lime in the restoration of
degraded land.
90% -

A list of fully consolidated companies and companies accounted for under the equity method is provided below:

Company name Registered
office
Segment Business Share in equity
as at
30.09.2017 / %
of votes at the
GMS
Share in equity
as at
30.09.2016 / %
of votes at the
GMS
CIECH FINANCE Group
CIECH Finance
Sp. z o.o.
Warsaw Other Implementing divestment projects concerning
obsolete fixed assets (property) and financial
assets (shares in companies), carrying out
purchases of selected raw materials.
100% 100%
CIECH Nieruchomości
S.A.
Warsaw Other Real property agency, real property management. 100% 100%
JANIKOSODA S.A. Warsaw Other Service activity related to office support, other
'out-of-school' forms of education.
100% 100%
CIECH Soda Polska Group
CIECH Soda Polska
S.A.
Inowrocław Soda Manufacture of other basic inorganic chemicals,
wholesale of chemical products, power
generation and distribution.
100% 100%
CIECH Cargo Sp. z o.o. Inowrocław Transport Freight transport services. 100% 100%
Cerium Sp. z o.o. Warsaw Other General partner of CIECH Cerium Sp. z o.o. SKA. 100% 100%
Gamma Finanse
Sp. z o.o.***
Warsaw Other Financing activities. 100% 100%
Cerium Finance
Sp. z o.o.
Warsaw Other Conducting financial activities, in particular
comprising direct granting of loans and leasing of
non-current assets to the CIECH Group
companies.
100% 100%
CIECH Sarzyna Group
CIECH Sarzyna S.A. Nowa
Sarzyna
Organic Manufacture of resins, manufacture of pesticides
and other chemical products.
100% 100%
Verbis KAPPA
Sp. z o.o.
Nowa
Sarzyna
Organic General partner of Verbis KAPPA Sp. z o.o. SKA,
other financial intermediation.
100% 100%
Verbis KAPPA
Sp. z o.o. SKA
Nowa
Sarzyna
Organic Other financial intermediation. 100% 100%
Algete Sp. z o.o. Nowa
Sarzyna
Organic Granting CIECH Sarzyna Group companies the
license for using the trademark of "Chwastox" for
the purpose of business.
100% 100%
SDC Group
SDC GmbH Stassfurt,
Germany
Soda 100% 100%
CIECH Soda
Deutschland
GmbH&Co. KG
Stassfurt,
Germany
Soda Manufacture of other basic inorganic chemicals, 100% 100%
Sodawerk Holding
Stassfurt GmbH
Stassfurt,
Germany
Soda wholesale of chemical products, power
generation and distribution.
100% 100%
Sodawerk Stassfurt
Verwaltungs GmbH
Stassfurt,
Germany
Soda 100% 100%
CIECH Energy
Deutschland GmbH
Stassfurt,
Germany
Soda 100% 100%
Kaverngesellschaft
Stassfurt GbmH****
Stassfurt,
Germany
Soda 50% 50%

*Number of shares / votes at the GMS attributable directly to CIECH S.A. — 83.03%, indirect share through CIECH Soda Polska S.A. — the remaining 16.97%.

**The limited partners of the company are: CIECH Pianki Sp. z o.o., CIECH Sarzyna S.A., CIECH Soda Polska S.A.

***Shares in the share capital acquired by CIECH S.A. – 1.4% and CIECH Soda Polska S.A. – 98.6%.

****Jointly-controlled company accounted for under the equity method.

3.2. INFORMATION ON NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES

When selecting entities for consolidation, the Management Board was guided by the criteria of significance of their financial data (according to the concept assumptions of IFRS), for executing the obligation of an actual and reliable image of the material and financial situation, and the financial result of the Group.

The total share of data of subsidiaries not covered by consolidation under the full method, due to their irrelevance, in relation to the total values of the CIECH Group for the period from 1 January 2017 to 30 September 2017 does not exceed 1% of total consolidated assets of the Group and 2% of consolidated net revenues from sales of goods and products and financial operations.

Aggregated data of associates and jointly-controlled companies which were not measured under the equity method for the period from 1 January 2017 to 30 September 2017 did not exceed 2% of the total consolidated equity of the CIECH Group.

3.3. SIGNIFICANT EFFECTS OF CHANGES TO THE ORGANISATIONAL STRUCTURE OF THE CIECH GROUP DURING THREE QUARTERS OF 2017

Changes in the share capital of companies

On 23 February 2017, the Extraordinary Shareholders' Meeting of Cerium Finance Sp. z o.o. adopted a resolution on voluntary redemption, effected against payment, of 28,483 shares in this Company held by Gamma Finanse Sp. z o.o., with the nominal value of PLN 50 each and the total nominal value of PLN 1,424 thousand, accounting for 98.99% of the share capital of Cerium Finance Sp. z o.o. The market value of all shares subject to redemption was determined based on a valuation prepared by an independent expert and amounted to PLN 206,757 thousand. Following the redemption, the share capital of Cerium Finance Sp. z o.o. decreased from PLN 1,439 thousand to PLN 15 thousand. Following the redemption of shares and decrease of the share capital of Cerium Finance Sp. z o.o., the sole shareholder of the company is CIECH Soda Polska S.A.

Pursuant to resolution of the Extraordinary Shareholders' Meeting of CIECH R&D Sp. z o.o. of 28 February 2017 on the increase of the share capital, CIECH S.A., in accordance with the declaration dated 3 March 2017, took up 90,000 new shares in CIECH R&D Sp. z o.o. with the nominal value of PLN 50 each. Shares in CIECH R&D Sp. z o.o. taken up by CIECH S.A. were covered in whole with a cash contribution in the amount of PLN 4,500 thousand, constituting the equivalent of the total nominal price of new shares in CIECH R&D Sp. z o.o. Following the above, the share capital of the Company, registered by the Court on 8 May 2017, increased to PLN 40,000 thousand and is divided into 800,000 shares with the nominal value of PLN 50 each. CIECH S.A. remains the sole shareholder of the Company.

Phasing out of businesses

On 30 November 2016, Polcommerce GmbH (a non-consolidated company) ceased its operating activities and on 31 December 2016, the Company's liquidation proceedings were opened. The liquidation of the Company is related to the planned changes in the Group's business model in the area of sales. Markets previously served by Polcommerce GmbH will be served directly by CIECH S.A. On 17 October 2017, a resolution was adopted to complete the liquidation of Polcommerce GmbH.

3.4. THE MOST IMPORTANT EVENTS IN THE CIECH GROUP DURING THREE QUARTERS OF 2017

New branding of soda products st quarter
1
RELIABLE EMPLOYER Title
The CIECH Group has introduced new brands for its soda
products. They are to reflect rising standards in
customer service, logistics and production processes,
introduced in the last quarters. The new branding is also
to differentiate the specialist product portfolio of the
Group
in
the
soda
segment,
including
the
pharmaceutical, feed or food grade soda.
SOLID EMPLOYER is a title awarded to the CIECH Group in
February 2017, in the National "Solid Employer" Contest. The
chamber of the contest decides which companies deserve the
award for their effective and innovative HR policy, taking into
account such criteria as: working conditions (observance of
OHS regulations, labour law, etc.), timely payment of salaries,
social conditions, career path (trainings for employees).
Golden Website of the Issuer Contest Final 1
st quarter
Appointment of the Management Board Members for the
new term of office
2nd quarter
CIECH S.A. qualified for the final stage of the Golden
Website X contest organised by the Association of Listed
Companies, in which 889 websites of companies listed
on the Warsaw Stock Exchange, including on the
NewConnect market, were assessed.
On 24 May 2017, in connection with the expiry of the current
term of office of Members of the Management Board as at the
date of opening of the Annual Shareholders' Meeting of CIECH
S.A., convened for the purpose of approval of the financial
statements for the financial year 2016, the Supervisory Board
of CIECH S.A. resolved to reappoint all current members of the
Management Board for a new 3-year term of office. The
Supervisory Board has entrusted members of the Management
Board with their existing functions , i.e. Mr Maciej Tybura – the
office of the President of the Management Board, and Mr Artur
Król and Mr Artur Osuchowski – the office of Members of the
Management Board.
Introduction of new product groups in the AGRO 3
rd quarter
business — specialised fertilisers, autumn products and
BIO products
Specialised fertilisers are designed to combat macro
and micro-nutrient deficiencies and can be used in a
wide range of development phases of cultivated plants.
They are available in different types under the
SARPLON® brand name.
Autumn fertilisers include fertilisers for conifers, lawns,
liquid
fertiliser
and
universal
fertiliser.
Autumn
ZIEMOVIT fertilisers increase the resistance of plants to
frost and diseases, while ensuring better appearance of

plants until late autumn.

3.5. REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP

3.5.1. BASIC FINANCIAL DATA

During three quarters of 2017, the CIECH Group earned net profit from continuing operations of PLN 256,309 thousand, net cash increased by PLN 105,415 thousand and the balance sheet total as at the end of the third quarter of 2017 amounted to PLN 4,604,676 thousand. The table below presents selected financial data and basic financial ratios for the three quarters of 2017 and 2016.

Selected financial data

01.01.-30.09.2017 01.01.-30.09.2016* Change 2017/2016
CONTINUING OPERATIONS
Sales revenues 2,617,650 2,547,533 2.8%
Cost of sales (1,982,180) (1,788,683) (10.8%)
Gross profit/(loss) on sales 635,470 758,850 (16.3%)
Selling costs (189,497) (169,798) (11.6%)
General and administrative expenses (98,445) (106,247) 7.3%
Other operating income/expense 33,915 15,401 120.2%
Operating profit/(loss) 381,443 498,206 (23.4%)
Net financial income/expenses (48,937) (30,125) (62.4%)
Share of profit of equity-accounted investees 162 428 (62.1%)
Income tax (76,359) (48,622) (57.0%)
Net profit/(loss) on continuing operations 256,309 419,887 (39.0%)
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations - - -
Net profit / (loss) 256,309 419,887 (39.0%)
including:
Net profit/(loss) attributed to non-controlling interest 362 389 (6.9%)
Net profit/(loss) attributable to shareholders of the parent
company
255,947 419,498 (39.0%)
01.01.-30.09.2017 01.01.-30.09.2016* Change 2017/2016
EBITDA from continuing operations 563,220 662,133 (14.9%)
Adjusted EBITDA from continuing operations** 556,997 646,867 (13.9%)

* Restated data, description of changes is provided in item 2.2. hereof.

** Principles of calculating EBITDA and adjusted EBITDA have been described in section "Ratio calculation methodology". EBITDA and adjusted EBITDA are presented in other sections, and is taken into account when calculating selected financial ratios.

3.5.2. SALES REVENUES

Consolidated net sales revenues from continued operations of the CIECH Group for the three quarters of 2017 amounted to PLN 2,617,650 thousand. Compared to the corresponding period of previous year, revenues increased by PLN 70,117 thousand. The changes were mainly due to market factors.

The following facts had a positive impact on sales revenues earned:

  • increase in the volume of soda sales sale of additional volumes of soda ash from Soda +200 investment,
  • higher sales of dry salt,
  • increased sales volume of sodium silicates following the extension of production capacity carried out in CIECH Vitrosilicon S.A.,
  • higher sales of PUR foams,
  • higher sales prices for products based on oil-derivative products sold in the organic segment (resins and PUR foams).

The following facts had a negative impact on sales revenues earned:

  • slight decrease in soda sales prices,
  • lower volume of sales of soda from plants in Germany, following production limitations,
  • decreased prices of dry salt due to large supply and intensive activities of competitors.

During three quarters of 2017, the CIECH Group's activities were focused on four business segments: soda, organic, silicates and glass, and on the transport segment. These segments generate in total more than 90% of the Group's sales revenues. The structure of sales revenues, by business segment, has not changed significantly in comparison with 2016. Invariably, the greatest share in the revenue was attributed to the sales of soda segment products, i.e. 68.6%.

Sales revenues — business segments

01.01.-30.09.2017 01.01.-30.09.2016 Change 2017/2016 Change %
Soda segment, including: 1,795,685 1,810,056 (14,371) (0.8%)
Dense soda ash 1,021,196 1,070,645 (49,449) (4.6%)
Light soda ash 361,874 331,017 30,857 9.3%
Salt 127,500 132,770 (5,270) (4.0%)
Sodium bicarbonate 120,062 120,912 (850) (0.7%)
Energy 71,805 59,534 12,271 20.6%
Gas* 2,843 19,865 (17,022) (85.7%)
Calcium chloride 17,539 17,074 465 2.7%
Other products 37,174 37,202 (28) (0.1%)
Revenues from inter-segment transactions 35,692 21,037 14,655 69.7%
Organic segment, including: 622,035 561,944 60,091 10.7%
Resins 241,648 228,278 13,370 5.9%
Polyurethane foams 223,962 175,019 48,943 28.0%
Crop protection chemicals 146,994 147,023 (29) (0.0%)
Other 7,671 7,554 117 1.5%
Revenues from inter-segment transactions 1,760 4,070 (2,310) (56.8%)
Silicates and Glass segment, including: 167,721 136,328 31,393 23.0%
Sodium silicates 99,923 65,859 34,064 51.7%
Potassium silicates 4,754 3,909 845 21.6%
Container glass 62,502 65,419 (2,917) (4.5%)
Other 535 1,139 (604) (53.0%)
01.01.-30.09.2017 01.01.-30.09.2016 Change 2017/2016 Change %
Revenues from inter-segment transactions 7 2 5 250.0%
Transport segment, including: 92,045 88,218 3,827 4.3%
Transport services 8,723 8,995 (272) (3.0%)
Revenues from inter-segment transactions 83,322 79,223 4,099 5.2%
Other segment, including: 86,840 79,519 7,321 9.2%
Revenues from third parties 60,945 55,319 5,626 10.2%
Revenues from inter-segment transactions 25,895 24,200 1,695 7.0%
Consolidation adjustments (146,676) (128,532) (18,144) (14.1%)
TOTAL 2,617,650 2,547,533 70,117 2.8%

* Resale of surpluses of the gas purchased.

Source: CIECH S.A

3.5.3. PROFIT/(LOSS) ON SALES AND OPERATING PROFIT/(LOSS)

After three quarters of 2017, gross profit on sales amounted to PLN 635,470 thousand, whereas in the same period of the previous year it amounted to PLN 758,850 thousand. The operating profit amounted to PLN 381,443 thousand, in the comparable period it amounted to PLN 498,206 thousand.

The following had a positive impact on the presented results:

  • Continuation of good economic situation throughout the European Union, especially in the Eurozone.
  • Increase in domestic sales of construction and assembly production by 13% during three quarters of 2017 in comparison to the same period of the previous year (the chemical industry produces many raw materials and semifinished products used in this production).
  • Balancing of the European market of soda ash (demand and supply balance) with a tendency to increase in demand.
  • Higher volume of sales of key product groups, such as: soda ash, dry salt, crop protection products, silicates and PUR foams.
  • An increase in prices of epoxy resins and PUR foams following the increase in prices of oil-based raw materials.

The following had a negative impact on the presented results:

  • Slight decrease in soda ash prices in the European markets, following the announced launching of new production capacity in Turkey during 2017.
  • Increase in prices of raw energy resources used in production of soda ash (coke, coal, natural gas) and of furnace fuels (coke, anthracite).
  • Increase in oil prices (by approx. 9% as compared to three quarters of 2016) and, consequently, higher prices of raw materials for the organic industry (partially offset by an increase in prices of finished products).
  • Slight strengthening of PLN against EUR and of RON against USD, as compared to three quarters of the previous year, which has a negative impact on the profitability of the CIECH Group's export sales.

The EBIT margin for three quarters of 2017 amounted to 14.6% (19.6% in the prior year), and the EBITDA margin amounted to 21.5% (26.0% in the prior year). The EBIT margin (excluding one-off events) for three quarters of 2017 amounted to 14.3% (19.0% in the prior year), and the EBITDA margin (excluding one-off events) amounted to 21.3% (25.4% in the prior year).

3.5.4. FINANCING ACTIVITIES AND NET RESULT

Financial income for three quarters of 2017 amounted to PLN 6,372 thousand and decreased compared to the corresponding period of the previous year, when it amounted to PLN 9,086 thousand.

Financial costs for three quarters of 2017 amounted to PLN 55,309 thousand and increased compared to the corresponding period of the previous year, when it amounted to PLN 39,211 thousand.

The contributors in the area of financing activities included mainly negative exchange differences related to positive currency exposure in EUR and USD on trading activities and valuation of loans denominated in EUR. Costs of servicing external debt remained at a level similar to the one recorded in the corresponding period.

The consolidated net profit for three quarters of 2017 amounted to PLN 256,309 thousand (of which PLN 255,947 thousand was a net profit attributable to the shareholders of the parent company and PLN 362 thousand as the profit of noncontrolling shares). The decrease in net profit as compared to the corresponding period of 2016 results from lower results from basic activities and from lower results from financing activities.

3.5.5. ASSET POSITION OF THE CIECH GROUP

Basic consolidate balance sheet data

30.09.2017 31.12.2016 Change 2017/2016
Total assets 4,604,676 4,501,892 2.3%
Total non-current assets 3,188,934 3,209,515 (0.6%)
Total current assets 1,415,742 1,292,377 9.5%
Inventory 345,251 299,265 15.4%
Current receivables 488,624 515,542 (5.2%)
Cash and cash equivalents 521,865 414,369 25.9%
Short-term financial assets 56,772 59,971 (5.3%)
Non-current assets held for sale 3,230 3,230 0.0%
Total equity 2,033,631 1,763,492 15.3%
Equity attributable to shareholders of the parent 2,036,651 1,766,827 15.3%
Non-controlling interest (3,020) (3,335) 9.4%
Total non-current liabilities 1,625,200 1,695,514 (4.1%)
Total current liabilities 945,845 1,042,886 (9.3%)

Assets

As at the end of the third quarter of 2017, the Group's non-current assets amounted to PLN 3,188,934 thousand. As compared to the balance as at 31 December 2016, the value of non-current assets decreased by PLN 20,581 thousand. This change resulted from lover value of long-term financial assets following a change in the valuation of derivative instruments.

As at 30 September 2017, the Group's current assets amounted to PLN 1,415,742 thousand. The largest components of non-current assets included: short-term receivables accounting for 34.2%, inventory accounting for 24.4% as well as cash and cash equivalents accounting for 36.9% of total current assets. Compared to the end of December 2016, the value of current assets increased by PLN 123,365 thousand. This change resulted from, among other factors:

  • higher balance of cash accumulated in companies,
  • increase in inventories of raw materials resulting mainly from an increase in inventories used for soda production and increase in goods related to the development of new businesses.

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. The Group also uses factoring agreements.

Liabilities

As at 30 September 2017, the CIECH Group's liabilities (total non-current and current) amounted to PLN 2,571,045 thousand, which is a decrease compared to the end of December 2016 by PLN 167,355 thousand (i.e. by 6.1%).

The debt ratio amounted to 55.8% as at 30 September 2017 (at the end of December 2016 to 60.8%). The consolidated net debt of the Group amounted to PLN 1,062,627 thousand as at 30 September 2017 and decreased in comparison to the balance as at the end of December 2016 by PLN 133,871 thousand.

Debt instruments currently used

The Group's sources of debt financing include: issued domestic bonds, term loan, revolving credit as well as lease liabilities. Additional information about the management of financial resources is provided in item 4.6. of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2016, published on 20 March 2017.

3.5.6. CASH POSITION OF THE CIECH GROUP

01.01.-30.09.2017 01.01.-30.09.2016 Change 2017/2016
Net cash from operating activities 366,689 549,245 (33.2%)
Net cash from investment activities (255,648) (337,789) 24.3%
Net cash from financial activities (5,626) (154,786) 96.4%
Total net cash flows 105,415 56,670 86.0%
free cash flows 111,041 211,456 (47.5%)

Total net cash flows during three quarters of 2017 were positive and amounted to PLN 105,415 thousand. Compared to the same period of the previous year, the cash flows generated by the Group were higher by PLN 48,745 thousand. Cash flows from operating activities were positive. They amounted to PLN 366,689 thousand and decreased as compared to the corresponding period in 2016 by PLN 182,556 thousand. This balance resulted primarily from lower results on operating activities and a change in working capital and provisions.

During three quarters of 2017, 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 financial activities was negative and amounted to PLN 5,626 thousand. In comparison to the corresponding period of 2016, they were higher by PLN 149,160 thousand.

01.01.-30.09.2017 01.01.-30.09.2016
Financial surplus ((net profit/(loss) on continuing operations + depreciation) 438,086 583,814
Other adjustments to net profit/(loss) on continuing operations 37,969 (35,990)
Adjusted financial surplus (1+2) 476,055 547,824
Change in working capital (109,366) 1,421
Net cash from operating activities (3+4) 366,689 549,245
Net cash from investing activities (255,648) (337,789)
Free cash flow (5+6) 111,041 211,456

During three quarters of 2017, 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.

3.5.7. WORKING CAPITAL AND SELECTED FINANCIAL RATIOS OF THE CIECH GROUP

Liquidity of the CIECH Group

Liquidity ratios as at 30 September 2017 increased as compared to their level as at 31 December 2016. The current ratio, calculated as the ratio of total current assets to total short-term liabilities, amounted to 1.50 as at 30 September 2017, while the quick liquidity ratio amounted to 1.13.

30.09.2017 31.12.2016
Current ratio 1.50 1.24
Quick ratio 1.13 0.95

The CIECH Group's working capital

As at the end of the third quarter of 2017, 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 positive and amounted to PLN 95,905 thousand, which is an increase by PLN 121,687 thousand compared to the end of 2016.

30.09.2017 31.12.2016
1. Current assets, including: 1,415,742 1,292,377
Inventory 345,251 299,265
Trade receivables and services and advances for deliveries 319,249 298,449
2. Cash and cash equivalents and short-term investments 578,637 474,340
3. Adjusted current assets (1-2) 837,105 818,037
30.09.2017 31.12.2016
4. Current liabilities, including: 945,845 1,042,886
Trade liabilities and advances taken 312,672 368,937
5. Short-term credits and other current financial liabilities* 204,645 199,067
6. Adjusted current liabilities (4-5) 741,200 843,819
7. Working capital including short-term credits(1-4) 469,897 249,491
8. Working capital (3-6) 95,905 (25,782)

* Other short-term financial liabilities include current bond liabilities, current finance lease liabilities + current derivative liabilities + factoring liabilities.

CIECH Group's profitability ratios

During three quarters of 2017, profitability ratios of the CIECH Group in respect of the continuing operations were at a lower level than during three quarters of 2016.

CIECH GROUP'S PROFITABILITY RATIOS

01.01.-30.09.2017 01.01.-30.09.2016 Change 2017/2016
CONTINUING OPERATIONS
Gross return on sales 24.3% 29.8% (5.5) p.p.
Return on sales 13.3% 19.0% (5.7) p.p.
EBIT margin 14.6% 19.6% (5.0) p.p.
EBITDA margin 21.5% 26.0% (4.5) p.p.
Adjusted EBIT margin 14.3% 19.0% (4,7) p.p.
Adjusted EBITDA margin 21.3% 25.4% (4.1) p.p.
Net return on sales (ROS) 9.8% 16.5% (6.7) p.p.
Return on assets (ROA) 5.6% 9.3% (3.7) p.p.
Return on equity (ROE) 12.6% 23.8% (11.2) p.p.
Earnings/(loss) per share (in PLN) from continuing operations 4.86 7.96 (3.10)

PROFITABILITY LEVELS OF THE CIECH GROUP

EBITDA (A) – Adjusted EBITDA – excluding one-off events reported in particular quarters. Source: CIECH S.A

Indebtedness

The debt ratio decreased in comparison to December 2016 and amounts to 55.8%. At the same time, the relative level of net debt did not change significantly as compared to the end of 2016. The ratio adjusted for one-off events remains at the level recorded in the previous year.

30.09.2017 31.12.2016
Loans, borrowings and other debt instruments 1,512,740 1,506,818
Finance lease liabilities 26,225 23,693
Factoring liabilities 26,145 27,502
Negative net valuation of derivatives 19,382 52,854
Gross debt 1,584,492 1,610,867
Cash and cash equivalents 521,865 414,369
Net debt 1,062,627 1,196,498

The CIECH Group's debt ratios

30.09.2017 31.12.2016 Change 2017/2016
Debt ratio 55.8% 60.8% (5.0) p.p.
Long term debt ratio 35.3% 37.7% (2.4) p.p.
Debt to equity ratio 126.4% 155.3% (28.9) p.p.
Equity to assets ratio 44.2% 39.2% 5,0 p.p.
Gross debt 1,584,492 1,610,867 (1.6%)
Net debt 1,062,627 1,196,498 (11.2%)
EBITDA annualized 784,883 883,794 (11.2%)
Adjusted EBITDA (annualised) 786,965 876,832 (10.2%)
Net debt / EBITDA annualized 1.4 1.4 -
Net debt / Adjusted EBITDA (annualised) 1.4 1.4 -
Gross debt / EBITDA annualised 2.0 1.8 11.1%
Gross debt / Adjusted EBITDA (annualised) 2.0 1.8 11.1%

The CIECH Group is consistently reducing its net debt in relation to adjusted EBITDA. The strategic objective is to achieve the net debt to EBITDA ratio below 1 in 2019.

Debt financing of the Group

Debt financing of the Group in the form of bonds and loans is composed of:

  • Domestic bonds issued by CIECH S.A. as at 30 September 2017 the nominal debt amounted to PLN 160,000 thousand.
  • Loans are granted to CIECH S.A. pursuant to the loans agreement of 29 October 2015:
  • o term loan in the amount of PLN 1,045,031 thousand and EUR 69,673 thousand (the total amount of the loan as at 30 September 2017 was PLN 1,345,259 thousand),
  • o revolving credit facility granted to CIECH S.A. in the amount of up to PLN 250,000 thousand (the amount of used credit as at 30 September 2017 amounted to PLN 0).

Detailed information about loan and bond liabilities is disclosed in item 4.6.1 of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2016, published on 20 March 2017.

Factors and events that may affect future performance

In the opinion of the Management Board of CIECH S.A. in further months of 2017 the trends observed in the past few months will continue. Pursuant to the Strategy, the CIECH Group will focus on the following actions conducive to further development:

  • further development of the soda segment, including through a focus on the development of specialist products;
  • further actions aimed at optimising the utilisation level of capacity in all production companies of the Group;
  • increasing the efficiency of the Agro area in CIECH Sarzyna S.A., actions aimed at registering new products;
  • continuous process of improving business and operational processes in all companies of the CIECH Group.

However, one should keep in mind that the financial performance of the CIECH Group is affected by both the situation on main markets of the Group's operations and the global macroeconomic situation.

3.6. SIGNIFICANT RISK FACTORS

In connection with its operational activities, the CIECH Group is exposed to a number of risks, including financial risks. The most important risk factors were presented in details in item 3.4 of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2016, published on 20 March 2017.

During three quarters of 2017, no new risks occurred, and the previously identified factors have not changed significantly. Moreover, there were no significant changes in relation to the Group's risk management policy.

Exposure to currency risk

The table below presents the estimated balance-sheet currency exposure of the CIECH Group in EUR and USD as at 30 September 2017 due to financial instruments (for EUR – excluding figures of the SDC Group and Ciech Group Financing AB, because EUR is their functional currency):

Exposure to currency risk EUR ('000) USD ('000) Impact on the
statement of profit
or loss
Impact on
statement of other
comprehensive
income*
Assets
Borrowings granted sensitive to FX rate changes 40,857 - x
Trade and other receivables 20,377 13,783 x
Cash including bank deposits 16,500 7,924 x
Liabilities
Trade and other liabilities (16,766) (6,035) x
Term loan liabilities (69,773) - x
Hedging instruments: Forward (22,360) (12,650) x
Hedging instruments: CIRS (forward transactions isolated
as part of decomposition of CIRS)
(246,723) - x
Total exposure (277,888) 3,022

*Evaluation of financial instruments designated for hedge accounting is referred to other comprehensive income while ineffectiveness is recognised in the profit and loss statement.

The table contains an analysis of the sensitivity of individual statement of financial position items to exchange rate changes as at 30 September 2017.

Analysis of sensitivity to foreign exchange rate
changes – EUR
('000 PLN)* Impact on the statement
of profit or loss
Impact on statement of
other comprehensive
income
EUR
Currency balance sheet items (88) 610 (698)
Hedging instruments: Forward and CIRS (2,691) - (2,691)
USD
Currency balance sheet items 157 157 -
Hedging instruments: Forward (127) - (127)

* Increase of EUR/PLN or USD/PLN exchange rate by 1 grosz.

The CIECH Group applies hedge accounting. As regards hedging currency risk, there were no changes in the presentation or valuation compared to previous period.

3.7. FULFILMENT OF PROFIT FORECASTS PREVIOUSLY PUBLISHED FOR A GIVEN YEAR IN THE LIGHT OF THE RESULTS DISCLOSED IN THE REPORT AGAINST THE FORECAST RESULTS

The CIECH Group did not publish any forecasts for 2017.

3.8. FACTORS AFFECTING THE CIECH GROUP'S RESULTS WITH PARTICULAR FOCUS ON THE NEXT QUARTER

The CIECH Group business is largely based on the production and sales of chemical products used as raw materials and semi-finished goods in 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.

As a result, the volume and profitability of the CIECH Group companies' sales depend on these variables as well as on the 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, most important domestic recipients of the Group's products include: glass industry, chemical and plastic products industries, furniture, agriculture, construction, food 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 three quarters of 2017 increased by 5.9% as compared with the corresponding period of the previous year (in 2016 — an increase of 3.8%). The relevant dynamics of production in the industries of significant importance to the Group's activities (as receiving or target markets) were: chemicals and chemical products (increase by 5%); rubber and plastic products (increase by 8.5%); manufacture of motor vehicles (increase by 7.5%); manufacture of furniture (increase by 6.7%); manufacture of food (increase by 6.8%); construction and assembly production (increase by 13%).

In the past year, some weakening of economic situation in the Polish economy was noted (estimated GDP growth of 2.7% in 2016, compared to 3.3% in 2014 and 3.9% in 2015). Despite of this fact, Polish GDP growth rates were and should still be significantly higher than the average rates for the European Union.

A clear improvement of economic situation in Poland has been observed since 2017. The European Commission's forecasts for Poland's GDP growth in the current and future years indicate growth rates of 3.5% and 3.2% respectively. The chemical industry usually develops similarly to the economy as a whole.

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 downturn 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.

According to the forecasts of International Monetary Fund, both in 2017 and in 2018 the dynamics of global economic development will be higher than in the previous year (GDP growth of 3.6% and 3.7% respectively vs. 3.2% in 2016). The largest Asian economies continue to grow relatively quickly (India, China, and ASEAN countries, for which the GDP growth indicators should be, respectively: 6.8%, 6.7%, 5.2% in 2017). Among large economies, the relatively weaker conditions are observed in Russia, Japan and Brazil (expected GDP growth rates in the current year of 1.8%, 1.5% and 0.7% respectively). According to the IMF, a clear acceleration can be expected next year in India and Brazil, the Middle East and Africa.

In the European Union, on the other hand, the observed maintenance of last year's growth rate should also be continued next year (GDP growth of 1.9% in 2017-2018, i.e. at the level recorded in 2016, according to the European Commission's forecasts).

For the chemical sector, the American Chemical Chamber (ACC) assumes that after a moderate increase in the chemical production in 2016 (by 2.2%), the following years will indicate a certain growth in productivity: by 2.9% in 2017 and by 3.3% in 2018. In the case of USA, this growth should reach 3.3% in 2017, and 4.3% in 2018. The European Council of Chemical Industry (CEFIC) forecasts that the year 2017 will bring an increase in the chemical production by 1.5% (as compared to a marginal growth of 0.5% in 2016).

As regards the European construction sector, continued economic growth is projected for the next 2-3 years. According to Euroconstruct, the production dynamics in construction sector in the Western and Central Europe should grow in the entire 2017 to 2.9% (from 2.5% in 2016), and may slow down slightly in subsequent 2 years to 2.0%–2.5%.

OTHER FACTORS AFFECTING THE CIECH GROUP'S ACTIVITIES

Factors Description
Due to the fact that costs of raw materials account for a large share of total costs of the Group, the situation
on certain raw material markets (availability and price) significantly affect the CIECH Group's activities and
financial performance. Price and availability of raw materials depends largely on economic and political
developments across the globe.
Economic situation on
raw material market
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 (primarily from Russia, Columbia, USA and
Australia) 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 heat in soda plants in Poland. Despite the fact that the
Group buys it usually from Polish mines, the price of hard coal in Poland depends on the European and global
situation in the area of demand and supply.
Coke – 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 and the Czech Republic.
Oil-derivative raw materials – used primarily in the organic segment, are linked to oil prices. 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
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.
euro (EUR) and US dollar
(USD)
The Group applies natural hedging and hedging instruments. The Group's net exposure after three quarters of
2017 was: EUR -277.9 million and USD 3 million.
Volume of chemical
production capacity on
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 easy 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.
markets where the
CIECH Group operates
The CIECH Group's business can be significantly affected by the extension of soda ash and sodium bicarbonate
production capacity in Turkey. This will change the current global supply and demand situation in the short
term, increasing the supply of soda in the market and decreasing prices in Europe and neighbouring regions
which may have a negative impact on the Group's financial performance.
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.
Environmental Emission trading system
requirements Production companies of the CIECH Group are included in the emission trading system. External analyses
performed by the CIECH Group companies indicate that the amount of free CO2 emission allowances in the
3
rd settlement period (2013-2020) will be insufficient to cover the actual demand for this type of settlement
units. In addition to the direct costs connected with the purchase of CO2 emission allowances, the CIECH
Group companies will bear higher costs of electricity due to their assumption of the costs of purchase of
emission allowances from the producers.

3.9. CIECH S.A.'S SHAREHOLDERS HOLDING AT LEAST 5% OF SHARES/VOTES AT THE GENERAL SHAREHOLDERS' MEETING

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. The number of shares and their nominal value has not changed since the last reporting period.

SHAREHOLDERS

As of the date of publishing the previous financial statements (i.e. the date of publication of the Extended consolidated report the CIECH Group for the first half of 2017, announced on 24 August 2017), CIECH S.A. has not received any information about a change in interests held by shareholders in the total number of shares. Therefore, to the best knowledge of CIECH S.A., as at the day of approving these statements, shareholders holding significant blocks of shares (at least 5%) include the following entities:

Shareholder structure of CIECH S.A. as at the date of approval of the report (according to the best knowledge of the Company)

Shareholder Type of shares Number of
shares
Number of votes at
the General Meeting
of Shareholders
Share in the total
number of votes at the
General Meeting of
Shareholders
Stake in share
capital (%)
KI Chemistry s. à r. l.
with its registered office
in Luxembourg*
Ordinary
bearer
26,952,052 26,952,052 51.14% 51.14%
TFI PZU Funds** Ordinary
bearer
6,428,681 6,428,681 12.20% 12.20%
Nationale-Nederlanden
Otwarty Fundusz
Emerytalny***
Ordinary
bearer
3,000,000 3,000,000 5.69% 5.69%
Other Ordinary
bearer
16,319,176 16,319,176 30.97% 30.97%

* 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).

** In accordance with information dated 28 February 2017 provided by Shareholder under Article 70(1) of the Act on Public Offering (...) – purchase or disposal of a significant block of shares (CR 4/2017).

*** on the basis of the list of entities holding at least 5% of votes at the Ordinary Meeting of Shareholders of CIECH S.A. on 16 June 2016, CR 22/2016 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). However, on the basis of the list of entities holding at least 5% of votes at the Ordinary Meeting of Shareholders of CIECH S.A. on 22 June 2017 (Current report 13/2017), Nationale-Nederlanden Otwarty Fundusz Emerytalny (hereinafter "NN") held 4.74% of the total number of votes in the Company. Until the date of publication hereof, the Company has not received a notification from NN on the decrease in the number of votes held below 5% of the total number of votes in the Company.

3.10. CHANGES IN THE NUMBER OF SHARES IN CIECH S.A. HELD BY THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD

Mr Artur Osuchowski – Member of the Management Board of CIECH S.A., held 65,195 shares of CIECH S.A. as at 30 September 2017. Other Management Board Members of CIECH S.A. and Supervisory Board Members of CIECH S.A. did not hold any shares of the Company.

Managers and supervisors of CIECH S.A. as at 30 September 2017 did not hold any shares in other companies of the CIECH Group and this situation did not change in the period from the publication of the Extended consolidated report of the CIECH Group for the first half of 2017, i.e. from 24 August 2017.

3.11. LITIGATION PENDING BEFORE A COURT, COMPETENT ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY

3.11.1. SIGNIFICANT DISPUTED LIABILITIES OF THE CIECH GROUP

As at 30 September 2017, the total value of significant disputed liabilities of CIECH S.A. and subsidiaries of CIECH S.A., pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies represents less than 10% of CIECH S.A.'s equity.

3.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP

As at 30 September 2017, the total value of significant disputed receivables of CIECH S.A. and subsidiaries of CIECH S.A., pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies represents less than 10% of CIECH S.A.'s equity.

3.12. LOAN OR BORROWING SURETIES OR GUARANTEES GRANTED BY CIECH S.A. OR ITS SUBSIDIARY

Information about loan or borrowing sureties or guarantees is presented in item 2.13 hereof.

Letters of support

As at 30 September 2017, CIECH S.A. was the obliged party in the letter of support (Patronatserklärung) regarding CIECH Soda Deutschland GmbH&Co. KG seated in Staßfurt (CSD) granted to RWE Gasspeicher GmbH ("RWE") relating to liabilities of CSD resulting from the agreement dated 5 May 2009 on salt caverns construction for the purpose of natural gas storage on the Staßfurt mining field according to which CSD received payments of EUR 34.8 million from RWE by 30 September 2017. In the letter of support, CIECH S.A. has committed, among other things, to ensure that CSD will have sufficient funds to fulfil its financial commitments against RWE resulting from the above-mentioned agreement.

Tax audits

In the period from January to September 2017, five companies from the CIECH Group were subject to inspections or tax audits. The aim of the audits is to review the accuracy of the declared tax base and the correctness of calculations and payments of corporate income tax for the year 2015 (four companies) or 2013 (one company). All of the audited companies received the audit reports. The irregularities identified concern mainly the incorrect settlement of income from a participation in a partnership (this resulted in the reduction of the tax loss by PLN 313 million).

Four companies have submitted objections to the audit reports or their parts. In response to the objections submitted, the auditors maintained their position on key issues (of significant value), while acknowledging the Company's position or its additional explanations on other issues. One of the companies is preparing objections to the audit report.

The Management Boards of the companies and their tax advisors do not agree with the findings presented in the audit reports and with responses to objections to the reports. However, if tax assessment proceedings are instituted (in August, three of the audited companies received a decision on the initiation of such proceedings) and if a decision is taken in which the findings contained in the responses to objections to the Report, each of the companies may be required to pay tax liabilities in the total amount of PLN 15 million for 2015 together with default interest from 1 April 2016, and in the amount of PLN 3.5 million for 2013 (taking account of the tax loss incurred in the audited year) together with default interest from 1 April 2014.

In addition, as a result of the ongoing audit of the German CIECH Group companies for the years 2007-2009 and 2010-2015, in case of a different assessment by the auditing authorities of economic events, an obligation may arise to recalculate and potentially increase the tax liability and to pay interest on tax arrears. At the time of publication of the financial statements, the audit result is not known.

3.13. INFORMATION ON TRANSACTIONS BETWEEN THE KEY MANAGEMENT PERSONNEL OF CIECH S.A. AND RELATED PARTIES

Information on transactions with related entities is presented in item 2.11 hereof.

QUARTERLY FINANCIAL INFORMATION OF THE PARENT COMPANY CIECH S.A. FOR 9-MONTH PERIOD ENDED 30 SEPTEMBER 2017

4. QUARTERLY FINANCIAL INFORMATION OF THE PARENT COMPANY, CIECH S.A. 4

CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS OF CIECH S.A.

01.01.-30.09.2017 01.01.-30.09.2016* 01.07.-30.09.2017 01.07.-30.09.2016*
CONTINUING OPERATIONS
Sales revenues 1,763,202 1,615,743 573,815 542,386
Cost of sales (1,402,376) (1,209,949) (455,265) (402,052)
Gross profit/(loss) on sales 360,826 405,794 118,550 140,334
Other operating income 2,660 2,191 499 669
Selling costs (148,662) (122,500) (46,718) (39,394)
General and administrative expenses (37,912) (44,636) (12,993) (18,151)
Other operating expenses (1,067) (3,261) (282) (1,181)
Operating profit/(loss) 175,845 237,588 59,056 82,277
Financial income 106,274 197,008 242 21,851
Financial expenses (68,933) (84,990) (24,517) (13,727)
Net financial income/(expenses) 37,341 112,018 (24,275) 8,124
Profit/(loss) before tax 213,186 349,606 34,781 90,401
Income tax (37,610) (34,334) (7,794) (17,084)
Net profit/(loss) on continuing operations 175,576 315,272 26,987 73,317
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations - - - -
Net profit / (loss) for the period 175,576 315,272 26,987 73,317
Earnings/(loss) per share (in PLN):
Basic 3.33 5.98 0.51 1.39
Diluted 3.33 5.98 0.51 1.39

* Restated data, description of changes is provided in item 2.2. hereof.

CONDENSED SEPARATE STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A.

01.01.-30.09.2017 01.01.-30.09.2016 01.07.-30.09.2017 01.07.-30.09.2016
Net profit/(loss) on continuing operations 175,576 315,272 26,987 73,317
Net profit/(loss) on discontinued operations - - - -
Net profit / (loss) for the period 175,576 315,272 26,987 73,317
Other comprehensive income before tax that may be
reclassified to statement of profit or loss
10,998 (2,806) (856) 957
Cash flow hedge 10,998 (2,806) (856) 957
Income tax attributable to other comprehensive income (1,874) 533 325 (182)
Income tax attributable to other comprehensive income
that may be reclassified to statement of profit or loss
(1,874) 533 325 (182)
Other comprehensive income net of tax 9,124 (2,273) (531) 775
TOTAL COMPREHENSIVE INCOME 184,700 312,999 26,456 74,092

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION OF CIECH S.A.

30.09.2017 31.12.2016
ASSETS
Property, plant and equipment 12,684 11,362
Intangible assets 21,214 9,251
Long-term financial assets 2,562,966 2,474,312
Deferred income tax assets 59,590 98,257
Total non-current assets 2,656,454 2,593,182
Inventory 33,046 37,450
Short-term financial assets 287,672 232,022
Income tax receivables 326 807
Trade and other receivables 304,786 393,904
Cash and cash equivalents 427,008 342,607
Total current assets 1,052,838 1,006,790
Total assets 3,709,292 3,599,972
EQUITY AND LIABILITIES
Share capital 287,614 287,614
Share premium 470,846 470,846
Cash flow hedge 4,004 (5,120)
Actuarial gains 132 132
Other reserve capitals 76,199 76,199
Retained earnings 642,671 467,095
Total equity 1,481,466 1,296,766
Loans, borrowings and other debt instruments 1,339,712 1,345,973
Other non-current liabilities 78,692 120,929
Employee benefits provisions 463 447
Total non-current liabilities 1,418,867 1,467,349
Loans, borrowings and other debt instruments 326,283 348,889
Trade and other liabilities 441,392 443,963
Income tax liabilities 4,720 6,294
Employee benefits provisions 302 313
Other provisions 36,262 36,398
Total current liabilities 808,959 835,857
Total liabilities 2,227,826 2,303,206
Total equity and liabilities 3,709,292 3,599,972

CONDENSED SEPARATE STATEMENT OF CASH FLOWS OF CIECH S.A.

01.01.-30.09.2017 01.01.-30.09.2016
Cash flows from operating activities
Net profit /(loss) for the period 175,576 315,272
Adjustments
Amortisation/depreciation 3,667 3,374
Recognition of impairment allowances 3,782 (1,088)
Foreign exchange (profit) /loss (2,506) 2,105
(Profit) / loss on investment activities - (93)
(Profit) / loss on disposal of property, plant and equipment (95) (77)
Dividends and interest (24,705) (140,808)
Income tax payable/(receivable) 37,610 34,334
Change in liabilities due to loan arrangement fee 1,958 1,495
Valuation of derivative instruments (28,815) 20,511
Cash from operating activities before changes in working capital and provisions 166,472 235,025
Change in receivables 64,632 (47,588)
Change in inventory 4,404 (4,500)
Change in current liabilities (2,194) 130,350
Change in provisions and employee benefits (131) (3,183)
Cash generated from operating activities 233,183 310,104
Interest paid (23,162) (25,108)
Income tax paid/returned (1,110) (1,905)
Net cash from operating activities 208,911 283,091
Cash flows from investment activities
Disposal of a subsidiary 454 3,024
Disposal of intangible assets and property, plant and equipment 4 87
Dividends received 7,011 72,253
Interest received 7,914 5,051
Proceeds from repaid borrowings 51,394 45,600
Acquisition of a subsidiary - (1)
Acquisition of intangible assets and property, plant and equipment (9,365) (4,886)
Expenditures on increase and extra contribution to capital (4,500) (35)
Borrowings paid out (130,361) (295,775)
Cash pooling expenditures (61,202) (2,789)
Net cash from investment activities (138,651) (177,471)
Cash flows from financial activities
Proceeds from loans and borrowings 24,000 -
Proceeds from cash-pooling facility - 37,580
Dividends paid to shareholders - (150,195)
Expenditures on repayment of loans and borrowings (438) -
Cash pooling expenditures (11,502) -
Net cash from financial activities 12,060 (112,615)
Total net cash flows 82,320 (6,995)
Cash and cash equivalents as at the beginning of the period 342,607 174,745
Impact of foreign exchange differences 2,081 (493)
Cash and cash equivalents as at the end of the period 427,008 167,257

CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY OF CIECH S.A.

Share capital Share premium Cash flow hedge Other reserve
capitals
Actuarial gains Retained earnings Total equity
01.01.2017 287,614 470,846 (5,120) 76,199 132 467,095 1,296,766
Transactions with shareholders recognised directly
in equity
- - - - - - -
Total comprehensive income - - 9,124 - - 175,576 184,700
Net profit /(loss) for the period - - - - - 175,576 175,576
Other comprehensive income net of tax - - 9,124 - - - 9,124
30.09.2017 287,614 470,846 4,004 76,199 132 642,671 1,481,466
01.01.2016 287,614 470,846 (2,335) 76,199 50 464,849 1,297,223
Transactions with shareholders recognised directly
in equity
- - - - - (150,195) (150,195)
Dividend payment - - - - - (150,195) (150,195)
Total comprehensive income - - (2,273) - - 315,272 312,999
Net profit /(loss) for the period - - - - - 315,272 315,272
Other comprehensive income net of tax - - (2,273) - - - (2,273)
30.09.2016 287,614 470,846 (4,608) 76,199 50 629,926 1,460,027

5. EXPLANATORY NOTES TO THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 5

5.1. BASIS OF PREPARATION

On 31 January 2007, the Extraordinary General Meeting of Shareholders of CIECH S.A. adopted resolution No 4, concerning the preparation of separate financial statements in accordance with International Financial Reporting Standards as approved by the European Union. Due to the adopted resolution, since 2007 the reports of CIECH S.A. have been prepared in accordance with the IFRS using the valuation of assets and liabilities and the measurement of net result as defined in the accounting policy.

These interim condensed separate financial statements were prepared in compliance with IAS 34 "Interim Financial Reporting" as approved by the European Union and the Regulation of the Minister of Finance dated 19 February 2009, as amended, 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 (Journal of Laws of 2014, No 0, item 133, as amended). These financial statements present the financial position of CIECH S.A. as at 30 September 2017 and as at 31 December 2016, results of the Company's operations and cash flows for the period of 9 months ended 30 September 2017 and 30 September 2016, and were approved by the Management Board of CIECH S.A. on 13 November 2017.

These interim condensed separate financial statements were prepared under the assumption that CIECH S.A. will continue as a going concern in the foreseeable future. As at the date of approval of these interim condensed financial statements, no facts or circumstances are known that would indicate any threat to CIECH S.A. continuing as a going concern.

The Management Board of CIECH S.A. declares that to the best of its knowledge these interim condensed separate financial statements, including corresponding figures, have been prepared in accordance with the generally acceptable accounting principles and that they represent a true, accurate and fair reflection of CIECH S.A.'s financial position and the results of operations.

These interim condensed separate financial statements should be read together with the interim condensed consolidated financial statements of the CIECH Group for the 9-month period ended 30 September 2017.

5.2. ADOPTED ACCOUNTING PRINCIPLES

The CIECH S.A.'s accounting principles are described in the Financial Statements of CIECH S.A. for 2016, published on 20 March 2017. The aforementioned Financial Statement includes detailed information regarding the principles and methods of valuation of assets, equity and liabilities and measurement of the financial result as well as the method of preparing the financial statements and comparative information. These principles have been applied on a continuous basis with relation to currently published data, the last annual financial statements and comparative data presented, except for a change in the presentation of support services provided by CIECH S.A. to the Group companies within segment reporting — at present, all revenues and expenses from support services are presented under relevant segments within which the services are provided, whereas previously they were reported in the "Other activities" segment.

5.3. CHANGES IN ESTIMATES

In the presented periods, there were no significant revisions to the estimates.

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 2.5 / net
revenues from sales of products, services, goods and materials for a given period
Annualised EBITDA (%) EBITDA for the 12-month period ended on the balance sheet date
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 2.5 / 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 2.5 / 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 (finance lease +
liabilities from net negative valuation of derivatives calculated separately for each derivative + reverse
factoring liabilities + factoring liabilities) less cash and cash equivalents
gross financial liabilities liabilities from loans, bonds, borrowings (plus overdraft) and other debt instruments (finance lease +
liabilities from net negative valuation of derivatives calculated separately for each derivative + reverse
factoring liabilities + factoring liabilities)

STATEMENT OF THE MANAGEMENT BOARD

This Extended consolidated quarterly report of the CIECH Group for three quarters of 2017 was approved by the Management Board of CIECH S.A. at its registered office on 13 November 2017.

Warsaw, 13 November 2017.

(signed on the polish original)

……………………………................................................

Maciej Tybura – President of the Management Board of CIECH Spółka Akcyjna

(signed on the polish original)

……………………………………………………………………..……...

Artur Król – Member of the Management Board of CIECH Spółka Akcyjna

(signed on the polish original)

………………………………………………………………………………

Artur Osuchowski – Member of the Management Board of CIECH Spółka Akcyjna

(signed on the polish original)

…………………………………………………………………..…………..

Katarzyna Rybacka – Chief Accountant of CIECH Spółka Akcyjna

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