Ciech S.A. — M&A Activity 2020

Jan 2, 2020

Subject:Registrationof the division of a subsidiary of the Issuer

Text of the report:

TheManagement Board of CIECH S.A.(the"Company" or "Issuer"),in reference to Current Report No. 34/2018 of 5 December 2018, in whichthe Company informed on the adoption of the CIECH Group Strategy for2019-2021 (the "Strategy"), Current Report No. 8/2019 of 19March 2019, in which the Company informed on the commencement of thereview of options of changes to the corporate and organisationalstructure and the structure of assets of the CIECH Group, Current ReportNo. 42/2019 of 11 October 2019, in which the Company informed on thecommencement of the review of strategic options with regard to thebusiness area of Resins, Current Report No.45/2019of 31 October 2019, in which the Company advised on the adoption of theplan for the division of CIECH Sarzyna by direct subsidiaries of theIssuer, i.e. CIECH Sarzyna S.A. ("CIECH Sarzyna") and CIECHŻywice sp. z o.o. ("CIECH Żywice"), bytransferring the business area of Resins ("BU Resins") toCIECH Żywice (the "Division Plan"), and Current ReportNo. 47/2019 of 25 November 2019 regarding the adoption of the concept ofthe reorganisation of the CIECH Group, informs that on 2 January 2020the District Court in Rzeszow, 12thCommercial Division ofthe National Court Register (the "Court of Registration) registered thedivision of CIECH Sarzyna (the "Division").

Thedivision involved the separation of BU Resins into CIECH Żywice.

Asadvised by the Company in its Current Report 45/2019 of 31 October 2019,the division was aimed at achieving the main goal under the Strategy,i.e. creating an effective and diversified chemical holding generatinglong-term positive value for shareholders. The Division Plan enablesfurther steps as part of the review of strategic options that has beeninitiated for BU Resins.

Atthe same time, following the registration of the Division, the Court ofRegistration registered the increase of the share capital of CIECHŻywice, from PLN 55,500 (in words: fifty-five thousand and five hundredPolish Zlotys) by PLN 3,678,350 (three million six hundred andseventy-eight three hundred and fifty Polish Zlotys), i.e. up to PLN3,733,850 (three million seven hundred and thirty-three eight hundredand fifty Polish Zlotys), by creating 73,567 (seventy-three thousandfive hundred and sixty-seven) shares of nominal value of PLN 50 each,all of which were allocated to the Issuer.