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Ciech S.A.

Quarterly Report Nov 16, 2023

5563_rns_2023-11-16_7a8b4130-e029-4e6e-9d98-0e4023f93fd1.pdf

Quarterly Report

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EXTENDED CONSOLIDATED REPORT OF THE CIECH GROUP

FOR THREE QUARTERS OF 2023

We are providing a courtesy English translation of our financial statements which were originally written in Polish. We take no responsibility for the accuracy of our translation. For an accurate reading of our financial statements, please refer to the Polish language version of our financial statements.

KRS (National Court Register number) 0000011687 Statistical ID No (REGON): 011179878 Tax ID No (NIP): 118-00-19-377 Share capital: PLN 263,500,965.00 (paid up in full)

ul. Wspólna 62, 00-684 Warsaw Tel. +48 22 639 11 00

[email protected]

CIECH GROUP — SELECTED CONSOLIDATED FINANCIAL DATA

in thousand PLN in thousand EUR
SELECTED FINANCIAL DATA 9 months ended
30.09.2023
9 months ended
30.09.2022
9 months ended
30.09.2023
9 months ended
30.09.2022
Sales revenues on continued operations 4,078,364 3,885,520 890,998 828,823
Operating profit/(loss) on continued operations 189,903 330,919 41,488 70,589
Profit/(loss) before tax on continued operations 18,734 256,896 4,093 54,799
Net profit / (loss) for the period 33,949 232,648 7,416 49,627
Net profit/(loss) attributable to shareholders of the parent
company
35,046 234,455 7,656 50,012
Net profit/(loss) attributed to non-controlling interest (1,097) (1,807) (240) (385)
Other comprehensive income net of tax 99,691 (84,581) 21,779 (18,042)
Total comprehensive income 133,640 148,067 29,195 31,585
Cash flows from operating activities 792,969 519,376 173,239 110,788
Cash flows from investment activities (854,387) (646,923) (186,657) (137,996)
Cash flows from financial activities (266,546) (21,677) (58,232) (4,624)
Total net cash flows (327,964) (149,224) (71,650) (31,832)
Earnings (loss) per ordinary share (in PLN/EUR) 0.67 4.45 0.15 0.95
as at 30.09.2023 as at 31.12.2022 as at 30.09.2023 as at 31.12.2022
Total assets 7,493,910 8,092,527 1,616,600 1,725,523
Non-current liabilities 2,005,741 2,181,430 432,682 465,134
Current liabilities 2,953,243 3,206,787 637,079 683,764
Total equity 2,534,926 2,704,310 546,839 576,625
Equity attributable to shareholders of the parent 2,541,945 2,710,221 548,353 577,885
Non-controlling interest (7,019) (5,911) (1,514) (1,260)
Share capital 287,614 287,614 62,045 61,326

CIECH S.A. — SELECTED SEPARATE FINANCIAL DATA

in thousand PLN in thousand EUR
SELECTED FINANCIAL DATA 9 months ended
30.09.2023
9 months ended
30.09.2022
9 months ended
30.09.2023
9 months ended
30.09.2022
Sales revenues on continued operations 2,036,879 1,874,665 444,996 399,886
Operating profit/(loss) on continued operations 73,416 110,825 16,039 23,640
Profit/(loss) before tax on continued operations 465,233 443,346 101,639 94,570
Net profit for the period 394,770 409,996 86,245 87,456
Other comprehensive income net of tax (722) (8,031) (158) (1,713)
Total comprehensive income 394,048 401,965 86,087 85,743
Cash flows from operating activities 46,185 86,812 10,090 18,518
Cash flows from investment activities 24,171 (77,001) 5,281 (16,425)
Cash flows from financial activities (241,533) 5,858 (52,768) 1,250
Total net cash flows (171,177) 15,669 (37,397) 3,343
as at 30.09.2023 as at 31.12.2022 as at 30.09.2023 as at 31.12.2022
Total assets 5,350,558 5,290,147 1,154,232 1,127,987
Total non-current liabilities 1,648,486 1,808,534 355,614 385,623
Total current liabilities 1,478,023 1,348,588 318,842 287,552
Total equity 2,224,049 2,133,025 479,776 454,812
Share capital 287,614 287,614 62,045 61,326

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 as at 9 months 9 months
30.09.2023 31.12.2022 ended 30.09.2023 ended 30.09.2022
EUR 1 = PLN 4.6356 EUR 1 = PLN 4.6899 EUR 1 = PLN 4.5773 EUR 1 = PLN 4.6880

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP FOR THE PERIOD OF 9 MONTHS ENDED 30 SEPTEMBER 2023

Prepared in accordance with International Financial Reporting Standards as endorsed by the European Union

1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP PREPARED IN
ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE
EUROPEAN UNION--------------------------------------------------------------------------------------------------------------------- 7
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP7
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME OF THE CIECH GROUP 8
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE CIECH GROUP9
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS OF THE CIECH GROUP10
CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED EQUITY OF THE CIECH GROUP11
2. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE
CIECH GROUP---------------------------------------------------------------------------------------------------------------------------12
2.1. BASIS FOR PREPARATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH
2.2. GROUP 12
ADOPTED ACCOUNTING PRINCIPLES 12
2.3. FUNCTIONAL AND REPORTING CURRENCY13
2.4. SEASONALITY AND CYCLICALITY OF ACTIVITY OF THE CIECH GROUP 13
2.5. CIECH GROUP'S SEGMENT REPORTING 13
2.6. PROVISIONS AND IMPAIRMENT LOSSES ON ASSETS21
2.6.1.
DETAILED INFORMATION ON SIGNIFICANT IMPAIRMENT LOSSES23
2.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 23
2.8. INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS25
2.9. INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND CONTRACTUAL
COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT26
2.10. INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED
AGREEMENTS27
2.11. INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES 27
2.12.
2.13.
ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND EQUITY SECURITIES IN THE CIECH GROUP 28
CONTINGENT ASSETS AND CONTINGENT LIABILITIES, INCLUDING GUARANTEES AND SURETIES 28
2.14. INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY
SHARES AND PREFERENCE SHARES32
2.15. DISCONTINUED OPERATIONS, NON-CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE AND LIABILITIES
RELATED THERETO33
2.16. INFORMATION ON IMPORTANT EVENTS IN THE CIECH GROUP DURING THREE QUARTERS OF 2023 33
2.17. INFORMATION ON POST-BALANCE-SHEET EVENTS 33
2.18. INFORMATION ON THE CURRENT SITUATION IN CONNECTION WITH THE IMPACT OF THE RUSSIAN INVASION OF
UKRAINE ON THE CIECH GROUP'S ACTIVITIES 33
3. MANAGEMENT BOARD REPORT ON THE CIECH GROUP'S ACTIVITIES --------------------------------------------------36
3.1. DESCRIPTION OF THE CIECH GROUP'S ORGANISATION36
3.2. INFORMATION ON NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES40
3.3. SIGNIFICANT EFFECTS OF CHANGES TO THE ORGANISATIONAL STRUCTURE OF THE CIECH GROUP DURING THREE
3.4. QUARTERS OF 2023 41
THE MOST IMPORTANT EVENTS IN THE CIECH GROUP DURING THREE QUARTERS OF 2023 42
3.5. REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP43
3.5.1.
BASIC FINANCIAL DATA 43
3.5.2.
SALES REVENUES 43
3.5.3.
PROFIT/(LOSS) ON SALES AND OPERATING PROFIT/(LOSS)44
3.5.4.
FINANCING ACTIVITIES AND NET PROFIT/LOSS 47
3.5.5.
ASSET POSITION OF THE CIECH GROUP48
3.5.6.
CASH POSITION OF THE CIECH GROUP49
3.5.7.
WORKING CAPITAL AND SELECTED FINANCIAL RATIOS OF THE CIECH GROUP50
3.6. SIGNIFICANT RISK FACTORS 52
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 54
3.8. FACTORS AFFECTING THE CIECH GROUP'S RESULTS WITH PARTICULAR FOCUS ON THE NEXT QUARTER 55
3.9. CIECH S.A.'S SHAREHOLDERS HOLDING AT LEAST 5% OF SHARES/VOTES AT THE GENERAL SHAREHOLDERS' MEETING 58
3.10. CHANGES IN THE NUMBER OF SHARES IN CIECH S.A. HELD BY THE MEMBERS OF THE MANAGEMENT BOARD AND
SUPERVISORY BOARD OF CIECH S.A59
3.11. LITIGATION PENDING BEFORE A COURT, COMPETENT ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION
AUTHORITY 59
3.11.1. SIGNIFICANT DISPUTED LIABILITIES OF THE CIECH GROUP 59
3.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP 59
3.12. LOAN OR BORROWING SURETIES OR GUARANTEES GRANTED BY CIECH S.A. OR ITS SUBSIDIARY 60
3.13. INFORMATION ON TRANSACTIONS BETWEEN THE KEY MANAGEMENT PERSONNEL OF CIECH S.A. AND RELATED
PARTIES60
4. QUARTERLY FINANCIAL INFORMATION OF THE PARENT COMPANY CIECH S.A.------------------------------------62
CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS OF CIECH S.A. 62
CONDENSED SEPARATE STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A. 62
CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION OF CIECH S.A63
CONDENSED SEPARATE STATEMENT OF CASH FLOWS OF CIECH S.A. 64
CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY OF CIECH S.A65
5. EXPLANATORY NOTES TO THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A.
----------------------------------------------------------------------------------------------------------------------------------------------66
5.1. BASIS OF PREPARATION OF THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A66
5.2. ADOPTED ACCOUNTING PRINCIPLES 66
5.3. CHANGES IN ESTIMATES 66
RATIO CALCULATION METHODOLOGY-------------------------------------------------------------------------------------------------67
REPRESENTATION BY THE MANAGEMENT BOARD---------------------------------------------------------------------------------68

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.-30.09.2023 01.01.-30.09.2022 01.07.-30.09.2023 01.07.-30.09.2022
CONTINUING OPERATIONS
Sales revenues 4,078,364 3,885,520 1,161,124 1,406,667
Cost of sales (3,403,386) (3,102,157) (931,324) (1,150,951)
Gross profit/(loss) on sales 674,978 783,363 229,800 255,716
Other operating income 61,004 42,342 10,213 15,176
Selling costs (225,474) (211,516) (81,306) (76,200)
General and administrative expenses (269,981) (219,897) (89,175) (62,838)
Other operating expenses (50,624) (63,373) (10,183) (17,985)
Operating profit/(loss) 189,903 330,919 59,349 113,869
Financial income, including: 53,331 66,771 (17,200) 40,175
Profit from financial instruments 8,358 5,968 (60,156) 1,572
Financial costs, including: (228,077) (141,858) 6,898 (75,252)
Loss from financial instruments (163,225) (122,612) (43,437) (98,128)
Net financial income/(expenses) (174,746) (75,087) (10,302) (35,077)
Share of profit / (loss) of equity-accounted investees 3,577 1,064 1,280 614
Profit/(loss) before tax 18,734 256,896 50,327 79,406
Income tax 15,215 (24,248) 931 5,694
Net profit/(loss) on continuing operations 33,949 232,648 51,258 85,100
DISCONTINUED OPERATIONS - -
Net profit/(loss) on discontinued operations - - - -
Net profit / (loss) for the period 33,949 232,648 51,258 85,100
including: - -
Net profit/(loss) attributable to shareholders of the
parent company 35,046 234,455 51,530 85,289
Net profit/(loss) attributed to non-controlling interest (1,097) (1,807) (272) (189)
Earnings per share (in PLN):
Basic 0.67 4.45 0.98 1.62
Diluted 0.67 4.45 0.98 1.62
Earnings/(loss) per share (in PLN) from continuing - -
operations:
Basic 0.67 4.45 0.98 1.62
Diluted 0.67 4.45 0.98 1.62

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.-30.09.2023 01.01.-30.09.2022 01.07.-30.09.2023 01.07.-30.09.2022
Net profit / (loss) for the period 33,949 232,648 51,258 85,100
Other comprehensive income before tax that may be reclassified to
the statement of profit or loss
130,545 (140,352) (49,845) (97,417)
Currency translation differences (foreign companies) (9,521) 39,918 11,349 26,943
Profit (loss) from cash flow hedge reserve 90,780 (123,778) (61,386) (79,902)
Profit (loss) from costs of hedging reserve 49,286 (56,492) 192 (44,458)
Other comprehensive income before tax that may not be reclassified
to the statement of profit or loss
- - - -
Income tax attributable to other comprehensive income (30,854) 55,771 8,424 33,255
Income tax attributable to other comprehensive income that may be
reclassified to the statement of profit or loss
(30,854) 55,771 8,424 33,255
Other comprehensive income net of tax 99,691 (84,581) (41,421) (64,162)
TOTAL COMPREHENSIVE INCOME 133,640 148,067 9,837 20,938
Shareholders of the parent company 134,748 149,737 10,078 21,090
Non-controlling interest (1,108) (1,670) (241) (152)

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

30.09.2023 31.12.2022
ASSETS
Property, plant and equipment 3,882,024 3,933,393
Rights to use an asset 192,490 181,211
Intangible assets other than goodwill 396,576 394,545
Goodwill 150,303 151,852
Investment property 40,061 40,181
Non-current receivables 1,570 41,237
Investments in jointly-controlled entities measured under the equity method 10,573 7,033
Long-term financial assets 42,222 18,516
Deferred income tax assets 192,052 132,774
Total non-current assets 4,907,871 4,900,742
Inventory 677,643 771,541
Short-term intangible assets other than goodwill 731,269 515,934
Short-term financial assets 95,945 359,634
Income tax receivables 7,418 54,334
Trade and other receivables 714,460 805,005
Cash and cash equivalents 358,936 684,969
Non-current assets and groups for disposal held for sale 368 368
Total current assets 2,586,039 3,191,785
Total assets 7,493,910 8,092,527
EQUITY AND LIABILITIES
Share capital 287,614 287,614
Share premium 470,846 470,846
Cash flow hedge reserve 94,309 35,848
Profit (loss) from costs of hedging reserve (27,358) (78,108)
Actuarial gains (973) (973)
Other reserve capitals 1,068,709 425,021
Currency translation reserve (33,574) (24,065)
Retained earnings 682,372 1,594,038
Equity attributable to shareholders of the parent 2,541,945 2,710,221
Non-controlling interest (7,019) (5,911)
Total equity 2,534,926 2,704,310
Non-current loans, borrowings and other debt instruments 1,579,431 1,671,280
Lease liabilities 105,600 104,849
Other non-current liabilities 124,835 228,645
Employee benefits reserve 14,100 14,344
Other provisions 135,994 137,189
Deferred income tax liability 45,781 25,123
Total non-current liabilities 2,005,741 2,181,430
Current loans, borrowings and other debt instruments 391,890 193,844
Lease liabilities 32,234 30,471
Trade and other liabilities 2,310,521 2,793,303
Income tax liabilities 138,763 67,224
Employee benefits reserve 1,474 2,764
Other provisions 78,361 119,181
Total current liabilities 2,953,243 3,206,787
Total liabilities 4,958,984 5,388,217
Total equity and liabilities 7,493,910 8,092,527

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.-30.09.2023 01.01.-30.09.2022
Cash flows from operating activities
Net profit/(loss) for the period 33,949 232,648
Adjustments 742,956 401,583
Amortisation/depreciation 362,065 313,252
Recognition of impairment allowances 1 957
Foreign exchange (profit) /loss 19,213 (56,942)
Investment property revaluation - (1,526)
(Profit) / loss on investment activities 692 4,259
(Profit) / loss on disposal of property, plant and equipment (1,950) (719)
Dividends and interest 48,278 20,127
Income tax (15,215) 24,248
Share of (profit) / loss on equity accounted investees (3,577) (1,064)
Valuation and other adjustments of derivatives 43,662 (170,581)
Other adjustments (16,792) (12,139)
Change in receivables (164,652) (37,938)
Change in inventory 92,473 (184,209)
Change in current liabilities 405,507 490,345
Change in provisions and employee benefits (26,749) 13,513
Interest paid (82,157) (44,411)
Interest cost hedging effect 62,147 39,452
Income tax (paid)/returned 36,074 (109,896)
Net cash from operating activities 792,969 519,376
Cash flows from investment activities
Disposal of intangible assets and property, plant and equipment 4,913 1,521
Dividends received 437 219
Interest received 2,711 2,473
Proceeds from repaid borrowings - 95
Subsidies received for non-current assets 331 4,018
Acquisition of intangible assets and property, plant and equipment (323,465) (327,833)
Acquisition of financial assets (13,390) (2,982)
Acquisition of investment property - (605)
Development expenditures (27,641) (17,586)
Borrowings paid out - (239)
Expenditure on the purchase of emission rights (498,283) (306,004)
Net cash from investment activities (854,387) (646,923)
Cash flows from financial activities
Proceeds from loans and borrowings 267,001 1,640
Dividends paid to parent company (303,024) -
Repayment of loans and borrowings (198,366) -
Payments of lease liabilities (32,157) (23,317)
Net cash from financial activities (266,546) (21,677)
Total net cash flows (327,964) (149,224)
Cash and cash equivalents as at the beginning of the period 684,969 799,023
Impact of foreign exchange differences 1,931 445
Cash and cash equivalents as at the end of the period 358,936 650,244

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 reserve
Profit (loss)
from costs of
hedging
reserve
Other
reserve
capitals
Actuarial
gains
Currency
translation
reserve
Retained
earnings
Equity
attributable
to
shareholders
of the parent
Non-controlling
interest
Total equity
01.01.2023 287,614 470,846 35,848 (78,108) 425,021 (973) (24,065) 1,594,038 2,710,221 (5,911) 2,704,310
Transactions with the owners - - - - 643,688 - - (946,712) (303,024) - (303,024)
Reserve funds - - - - 643,688 - - (643,688) - - -
Dividend - - - - - - - (303,024) (303,024) - (303,024)
Total comprehensive income for the period - - 58,461 50,750 - - (9,509) 35,046 134,748 (1,108) 133,640
Net profit / (loss) for the period - - - - - - - 35,046 35,046 (1,097) 33,949
Other comprehensive income - - 58,461 50,750 - - (9,509) - 99,702 (11) 99,691
30.09.2023 287,614 470,846 94,309 (27,358) 1,068,709 (973) (33,574) 682,372 2,541,945 (7,019) 2,534,926
01.01.2022 287,614 470,846 158,763 (20,331) 425,021 (1,582) (36,377) 1,106,151 2,390,105 (3,776) 2,386,329
Total comprehensive income for the period - - (68,007) (56,492) - - 39,781 234,455 149,737 (1,670) 148,067
Net profit / (loss) for the period - - - - - - - 234,455 234,455 (1,807) 232,648
Other comprehensive income - - (68,007) (56,492) - - 39,781 - (84,718) 137 (84,581)
30.09.2022 287,614 470,846 90,756 (76,823) 425,021 (1,582) 3,404 1,340,606 2,539,842 (5,446) 2,534,396

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

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

These interim 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 29 March 2018 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 2018.757 of 29 March 2018). These financial statements present the financial position of the CIECH Group as at 30 September 2023 and as at 31 December 2022, results of the Group's operations and cash flows for the period of 9 months ended 30 September 2023 and 30 September 2022, and were approved by the Management Board of CIECH S.A. on 16 November 2023.

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. represents 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. represents that the Directors' Report for the period of 9 months ended 30 September 2023 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 the underlying assumptions are reviewed on a continuous basis. Revisions of accounting estimates are 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 Sections 2.6, 2.7, 2.8 and 2.13 hereof. Information on the impact of the Russian invasion of Ukraine on the operations of the CIECH Group is presented in Note 2.18 hereof. During the current quarterly 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 2022, published on 23 March 2023. The aforementioned Financial Statement include 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.

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 2022, published on 23 March 2023.

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: companies from the SDC Group, Ciech Group Financing AB, Proplan Plant Protection Company S.L. and CIECH Salz Deutschland GmbH – 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:

NBP exchange rate as at the end day of the reporting period 30.09.20231 31.12.20222
EUR 4.6356 4.6899
RON 0.9320 0.9475
Average NBP rate for the reporting period 9 months ended
30.09.20233
9 months ended
30.09.20224
EUR 4.5773 4.6880
RON 0.9255 0.9497

1NBP's average foreign exchange rates table applicable as at 30 September 2023.

2NBP's average foreign exchange rates table applicable as at 31 December 2022.

3According to the exchange rate constituting the arithmetic mean of average exchange rates quoted by NBP on the last day of each month of the period from 1 January 2023 to 30 September 2023.

4According to the exchange rate constituting the arithmetic mean of average exchange rates quoted by NBP on the last day of each month of the period from 1 January 2022 to 30 September 2022.

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 3rd and 4th quarter. For other products, the Group's revenues and financial results are not influenced by any significant seasonal fluctuations over the year.

2.5. CIECH GROUP'S 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.

From the product perspective, the CIECH Group has been divided into the following operating segments:

Soda segment (comprising BU Soda and BU Salt)

The most important products manufactured in this Segment are: light and dense soda ash, evaporated salt, sodium bicarbonate and calcium chloride. The products of this area are sold mainly by the parent company CIECH S.A. The Segment's goods are produced in CIECH Soda Polska S.A., the Romanian company CIECH Soda Romania S.A. (until September 2019) and in the German companies CIECH Soda Deutschland GmbH&Co. KG and CIECH Salz Deutschland GmbH (the German companies sell their products on their own). These products are used in the glass, food, detergent and pharmaceutical industries. The Soda Segment (in the German company) also includes the business of producing and selling electricity.

At the current stage of work on the reorganisation, performance figures for BU Soda and BU Salt are analysed jointly, and the performance of BU Soda and BU Salt are closely linked due to sharing the same raw material, i.e. brine, fed jointly to the production facilities of Soda and Salt, as well as a common power plant and combined heat and power plant providing heat and electricity, within CIECH Soda Polska S.A. For this reason, it is not possible to allocate direct costs in an unambiguous way (mainly: coal, electricity, CO2, maintenance on shared infrastructure). As a result, business decisions are made jointly for both BUs - e.g. in the case of limitations in the availability of raw material or steam for the production of a particular product range, the profitability analysis of all Soda and Salt products, rather than the

Soda segment (comprising BU Soda and BU Salt)

fact of being part of a specific BU, determines the production of particular products. A shared source of raw material, a shared infrastructure and practically indivisible costs mean that, consequently, it is also not possible to allocate these values to the BU in question as regards liabilities and certain inventories. This all makes the analysis of cash flow generating units at the BU level potentially inappropriate. Decisions on the above matters are made at the level of the Management Board of CIECH S.A.

Agro Segment

The CIECH Group is a manufacturer of crop protection products used in agriculture and produced by the companies: CIECH Sarzyna S.A. and Proplan Plant Protection Company, S.L. (Proplan outsources product formulation and packaging services to two plants). The Romanian trading company CIECH Agro Romania S.R.L also operates in the agro segment.

Foams Segment

The CIECH Group is a producer of polyurethane foams manufactured by CIECH Pianki Sp. z o.o. These products are mainly used in the furniture industry – for upholstered furniture and mattresses. Qemetica Sp. z o.o., which manufactures and sells mattresses, also commenced operations in 2023.

Silicates Segment

It includes mainly the products of CIECH Vitrosilicon S.A. and CIECH Soda Romania S.A.

Products manufactured by Ciech Soda Romania S.A. are sold by CIECH S.A. The Segment manufactures sodium silicates (CIECH Vitrosilicon S.A. and CIECH Soda Romania S.A.) and potassium silicates (CIECH Vitrosilicon S.A.). These products are used in the automotive, cosmetics and construction chemicals industries.

Packaging Segment

It covers products of CIECH Vitro S.A. This Segment manufactures glass packaging – lanterns and jars, used in the food industry and for the production of headstone lamps.

Other activities Segment

It covers mainly services rendered outside the Group and goods sold mainly by CIECH S.A., and within the Group, Ciech Serwis i Remonty Sp. z o.o. provides maintenance services, as well as services are provided by Ciech R&D Sp. z o.o. and CIECH Services Sp. z o.o. that provides support services in various areas.

As of 1 January 2022, other activities include the operations of CIECH Cargo Sp. z o.o. which renders rail transport services, mainly to companies within the CIECH Group.

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

The CIECH Group has been divided into the following geographical areas: Poland, European Union, Other European countries, Africa, Asia, Other regions. Information on the Group geographical areas is established based on the Group's assets location.

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.

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. No need to separate additional Segments under IFRS 8 regulations has been identified.

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 service debt. EBITDA and adjusted EBITDA levels are not defined by the IFRS 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.

For continuting operations, EBITDA and adjusted EBITDA figures are as follows:

01.01.-30.09.2023 01.01.-30.09.2022 01.07.-30.09.2023 01.07.-30.09.2022
Net profit/(loss) on continuing operations 33,949 232,648 51,258 85,100
Income tax (15,215) 24,248 (931) (5,694)
Share of profit / (loss) of equity-accounted investees (3,577) (1,064) (1,280) (614)
Financial expenses 228,077 141,858 (6,898) 75,252
Financial income (53,331) (66,771) 17,200 (40,175)
Amortization 362,065 313,252 124,900 112,366
EBITDA on continued operations 551,968 644,171 184,249 226,235

The catalogue of items for adjusting adjusted EBITDA for the purposes of these financial statements is as follows:

01.01.-30.09.2023 01.01.-30.09.2022 01.07.-30.09.2023 01.07.-30.09.2022
EBITDA on continued operations 551,968 644,171 184,249 226,235
One-offs including: (690) 17,048 2,130 3,708
Impairment - 6,608 - -
Cash items, including, i.a: 6,444 6,049 2,092 638
gain/loss on sale of property, plant and equipment (2,172) (1,388) (1,218) (17)
fees and compensations given and received 5,418 648 475 541
donations given 357 678 184 115
fortuitous events 1,452 3,834 2,097 (1,685)
refund of taxes and fees - (166) - -
other 1,389 2,443 554 1,684
Non-cash items (without impairment) (7,134) 4,391 38 3,071
change in provisions (7,300) 6,621 66 2,586
liquidation of fixed assets 166 778 (28) 193
fair value measurement of investment properties - (1,526) - (127)
other - (1,482) - 419
Adjusted EBITDA on continued operations 551,278 661,219 186,379 229,943

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.-30.09.2023
Soda
Segment
Agro
Segment
Foams
Segment
Silicates
Segment
Packaging
Segment
Other
operations
Segment
Corporate
functions
Eliminations
(consolidation
adjustments)
TOTAL
Revenues from third parties 3,105,968 294,438 195,838 328,699 121,496 31,925 - - 4,078,364
Revenue from inter-segment transactions 122,799 317 5 972 764 112,778 - (237,635) -
Total sales revenues 3,228,767 294,755 195,843 329,671 122,260 144,703 - (237,635) 4,078,364
Cost of sales (2,745,002) (251,844) (161,002) (255,919) (67,247) (117,197) - 194,825 (3,403,386)
Gross profit /(loss) on sales 483,765 42,911 34,841 73,752 55,013 27,506 - (42,810) 674,978
Selling costs (163,879) (60,309) (10,593) (22,184) (7,556) (1) - 39,048 (225,474)
General and administrative expenses (133,226) (20,288) (5,562) (5,584) (3,157) (11,066) (93,866) 2,768 (269,981)
Result on management of receivables (15,297) - (22) (11) - - - 2 (15,328)
Result on other operating activities 23,164 105 28 (219) (49) 3,036 584 (941) 25,708
Operating profit /(loss) 194,527 (37,581) 18,692 45,754 44,251 19,475 (93,282) (1,933) 189,903
Exchange differences and interest on trade settlements (11,057) (533) 177 (548) 81 (1,335) 892 - (12,323)
Group borrowing costs - - - - - - (46,350) - (46,350)
Result on financial activity (non-attributable to segments) - - - - - - (116,073) - (116,073)
Share of profit / (loss) of equity-accounted investees 3,577 - - - - - - - 3,577
Profit /(loss) before tax 187,047 (38,114) 18,869 45,206 44,332 18,140 (254,813) (1,933) 18,734
Income tax - - - - - - - - 15,215
Net profit /(loss) on continuing operations - - - - - - - - 33,949
Net profit /(loss) for the period - - - - - - - - 33,949
Amortization/depreciation 265,372 33,626 3,746 15,728 3,961 24,182 15,450 - 362,065
EBITDA from continuing operations 459,899 (3,955) 22,438 61,482 48,212 43,657 (77,832) (1,933) 551,968
Adjusted EBITDA from continuing operations 456,939 (180) 22,396 61,184 48,045 42,513 (77,683) (1,936) 551,278
Investment outlays 236,685 37,004 1,319 8,106 2,632 5,050 14,017 - 304,813
30.09.2023
ASSETS 6,086,314 770,529 70,693 210,293 64,794 148,835 1,255,371 (1,112,919) 7,493,911
LIABILITIES 1,650,450 48,396 31,697 54,992 13,042 9,272 4,261,271 (1,110,136) 4,958,983
OPERATING SEGMENTS
01.01.-30.09.2022
Soda
Segment
Agro
Segment
Foams
Segment
Silicates
Segment
Packaging
Segment
Other
operations
Segment
Corporate
functions
Eliminations
(consolidation
adjustments)
TOTAL
Revenues from third parties 2,734,549 420,576 248,914 394,108 76,220 11,153 - - 3,885,520
Revenue from inter-segment transactions 114,081 115 355 472 958 98,613 - (214,594) -
Total sales revenues 2,848,630 420,691 249,269 394,580 77,178 109,766 - (214,594) 3,885,520
Cost of sales (2,324,119) (272,196) (202,618) (307,536) (62,221) (102,017) - 168,550 (3,102,157)
Gross profit /(loss) on sales 524,511 148,495 46,651 87,044 14,957 7,749 - (46,044) 783,363
Selling costs (166,402) (38,747) (9,500) (30,308) (7,129) (221) - 40,791 (211,516)
General and administrative expenses (101,622) (26,876) (4,109) (4,696) (3,693) (9,384) (77,587) 8,070 (219,897)
Result on management of receivables 5,827 (66) 41 (21) (2) (863) (13) (312) 4,591
Result on other operating activities (23,850) 697 766 (3,037) (1,065) 5,518 (1,116) (3,535) (25,622)
Operating profit /(loss) 238,464 83,503 33,849 48,982 3,068 2,799 (78,716) (1,030) 330,919
Exchange differences and interest on trade settlements (7,615) (483) 163 852 88 111 (9,988) - (16,872)
Group borrowing costs - - - - - - (46,646) - (46,646)
Result on financial activity (non-attributable to segments) - - - - - - (11,569) - (11,569)
Share of profit / (loss) of equity-accounted investees 1,064 - - - - - - - 1,064
Profit /(loss) before tax 231,913 83,020 34,012 49,834 3,156 2,910 (146,919) (1,030) 256,896
Income tax - - - - - - - - (24,248)
Net profit /(loss) on continuing operations - - - - - - - - 232,648
Net profit /(loss) for the period - - - - - - - - 232,648
Amortization/depreciation 227,079 32,398 3,420 12,733 2,947 20,977 13,698 - 313,252
EBITDA from continuing operations 465,543 115,901 37,269 61,715 6,015 23,776 (65,018) (1,030) 644,171
Adjusted EBITDA from continuing operations 476,281 117,602 36,507 64,676 7,161 24,447 (64,121) (1,334) 661,219
Investment outlays 181,840 21,330 3,807 38,745 6,795 11,047 15,448 - 279,012
31.12.2022
ASSETS 4,885,306 897,548 74,655 239,292 66,748 156,980 1,881,428 (109,430) 8,092,527
LIABILITIES 785,819 123,615 65,372 69,328 13,910 32,330 4,395,189 (97,346) 5,388,217
OPERATING SEGMENTS
01.07.-30.09.2023
Soda
Segment
Agro
Segment
Foams
Segment
Silicates
Segment
Packaging
Segment
Other
operations
Segment
Corporate
functions
Eliminations
(consolidation
adjustments)
TOTAL
Revenues from third parties 904,292 65,982 50,303 87,628 41,573 11,346 - - 1,161,124
Revenue from inter-segment transactions 32,699 (6) 4 161 177 33,660 - (66,695) -
Total sales revenues 936,991 65,976 50,307 87,789 41,750 45,006 - (66,695) 1,161,124
Cost of sales (729,027) (68,214) (39,587) (67,958) (21,878) (57,920) - 53,260 (931,324)
Gross profit /(loss) on sales 207,964 (2,238) 10,720 19,831 19,872 (12,914) - (13,435) 229,800
Selling costs (75,475) (25,682) (3,512) (7,210) (2,481) 20,701 - 12,353 (81,306)
General and administrative expenses (43,409) (4,155) (1,999) (1,307) (797) (3,524) (35,074) 1,090 (89,175)
Result on management of receivables 37 - 31 (10) - - - 2 60
Result on other operating activities (24) (1,800) 62 (314) 442 (206) (5) 1,815 (30)
Operating profit /(loss) 89,093 (33,875) 5,302 10,990 17,036 4,057 (35,079) 1,825 59,349
Exchange differences and interest on trade settlements (5,067) (940) 61 304 (23) 141 917 - (4,607)
Group borrowing costs - - - - - - (28,310) - (28,310)
Result on financial activity (non-attributable to segments) - - - - - - 22,615 - 22,615
Share of profit / (loss) of equity-accounted investees 1,280 - - - - - - - 1,280
Profit /(loss) before tax 85,306 (34,815) 5,363 11,294 17,013 4,198 (39,857) 1,825 50,327
Income tax - - - - - - - - 931
Net profit /(loss) on continuing operations - - - - - - - - 51,258
Net profit /(loss) for the period - - - - - - - - 51,258
Amortization/depreciation 89,743 11,289 1,164 5,500 1,502 9,734 5,968 - 124,900
EBITDA from continuing operations 178,836 (22,586) 6,466 16,490 18,538 13,791 (29,111) 1,825 184,249
Adjusted EBITDA from continuing operations 179,032 (20,037) 6,468 16,353 18,524 13,042 (28,826) 1,822 186,379
Investment outlays 101,142 15,536 377 1,132 1,083 (103) 3,855 - 123,022
OPERATING SEGMENTS
01.07.-30.09.2022
Soda
Segment
Agro
Segment
Foams
Segment
Silicates
Segment
Packaging
Segment
Other
operations
Segment
Corporate
functions
Eliminations
(consolidation
adjustments)
TOTAL
Revenues from third parties 1,035,831 75,968 69,549 187,552 34,620 3,147 - - 1,406,667
Revenue from inter-segment transactions 58,341 113 84 94 329 34,902 - (93,863) -
Total sales revenues 1,094,172 76,081 69,633 187,646 34,949 38,049 - (93,863) 1,406,667
Cost of sales (905,843) (58,271) (56,438) (147,243) (26,870) (31,834) - 75,548 (1,150,951)
Gross profit /(loss) on sales 188,329 17,810 13,195 40,403 8,079 6,215 - (18,315) 255,716
Selling costs (58,423) (13,026) (3,102) (12,971) (2,537) (99) - 13,958 (76,200)
General and administrative expenses (27,494) (8,326) (1,461) (1,469) (1,220) (3,420) (23,917) 4,469 (62,838)
Result on management of receivables 5,479 (178) 17 (5) (17) 349 289 (465) 5,469
Result on other operating activities (7,818) 154 183 (97) (89) 572 (681) (502) (8,278)
Operating profit /(loss) 100,073 (3,566) 8,832 25,861 4,216 3,617 (24,309) (855) 113,869
Exchange differences and interest on trade settlements (5,045) 15,765 (11,328) 487 115 1,397 (9,815) - (8,424)
Group borrowing costs - - - - - - (18,074) - (18,074)
Result on financial activity (non-attributable to segments) - - - - - - (8,579) - (8,579)
Share of profit / (loss) of equity-accounted investees 614 - - - - - - - 614
Profit /(loss) before tax 95,642 12,199 (2,496) 26,348 4,331 5,014 (60,777) (855) 79,406
Income tax - - - - - - - - 5,694
Net profit /(loss) on continuing operations - - - - - - - - 85,100
Net profit /(loss) for the period - - - - - - - - 85,100
Amortization/depreciation 83,973 9,892 1,133 4,506 1,323 6,968 4,572 - 112,367
EBITDA from continuing operations 184,046 6,326 9,965 30,367 5,539 10,585 (19,737) (855) 226,234
Adjusted EBITDA from continuing operations 187,192 6,837 9,942 30,479 5,537 10,076 (19,265) (856) 229,943
Investment outlays 88,936 9,740 1,030 6,177 651 3,113 4,731 - 114,378

The value of investments in equity-accounted entities occurs only for the assets of the Soda Segment and amounts to PLN 10,573 thousand as at 30 September 2023 (PLN 7,033 thousand as at 31 December 2022).

INFORMATION ON GEOGRAPHICAL AREAS

ASSETS DIVIDED ON GEOGRAPHICAL
REGIONS
Non-current assets other
than financial
instruments
Deferred income tax
assets
Other assets Total assets
30.09.2023
Poland 2,623,507 72,461 1,836,098 4,532,066
European Union (excluding Poland) 2,072,139 119,591 749,098 2,940,828
Other European countries 9,578 - 4,385 13,963
Asia - - 6,946 6,946
Other regions - - 107 107
TOTAL 4,705,224 192,052 2,596,634 7,493,910
31.12.2022
Poland 2,566,830 56,923 2,129,153 4,752,906
European Union (excluding Poland) 2,196,909 75,851 1,056,375 3,329,135
Other European countries - - 180 180
Africa - - 1,693 1,693
Asia - - 6,257 6,257
Other regions - - 2,356 2,356
TOTAL 4,763,739 132,774 3,196,014 8,092,527

SALES REVENUES – GEOGRAPHICAL STRUCTURE OF MARKETS

01.01.-
30.09.2023
01.01.-
30.09.2022
01.07.-
30.09.2023
01.07.-
30.09.2022
Change I-III
2023/I-III 2022
Change IIIQ
2023/IIIQ 2022
Poland 1,824,799 1,852,085 534,572 639,915 (1.5%) (16.5%)
European Union (excluding
Poland), including:
2,031,224 1,867,704 536,617 705,825 8.8% (24.0%)
Germany 1,107,837 981,985 264,657 382,873 12.8% (30.9%)
Czech Republic 253,338 203,338 76,005 70,934 24.6% 7.1%
The Netherlands 188,417 182,152 59,276 77,677 3.4% (23.7%)
Finland 61,018 83,607 9,901 40,672 (27.0%) (75.7%)
Denmark 57,804 52,095 18,981 19,866 11.0% (4.5%)
Spain 84,223 101,560 19,541 21,068 (17.1%) (7.2%)
Other European Countries 137,206 96,469 41,552 42,112 42.2% (1.3%)
Africa 9,036 15,855 3,802 2,947 (43.0%) 29.0%
Asia 39,416 40,759 11,010 15,410 (3.3%) (28.6%)
Other regions 1,597 10,765 471 2,972 (85.2%) (84.1%)
Cash flow hedge adjustment 35,086 1,884 33,100 (2,513) 1762.3% (1417.2%)
TOTAL 4,078,364 3,885,520 1,161,124 1,406,667 5.0% (17.5%)

At the CIECH Group, sales revenues are recognized upon the provision of services or delivery of products or goods in accordance with INCOTERMS terms and conditions contained in contracts with customers. Detailed information on sales revenues broken down by products by operating segment is provided in Note 3.5.2 hereof.

2.6. PROVISIONS AND IMPAIRMENT LOSSES ON ASSETS

During the three quarters and in the third quarter of 2023, the following changes in provisions and impairment allowances on assets were recognised in the consolidated financial statements of the CIECH Group.

LONG-TERM SHORT-TERM
PROVISIONS FOR EMPLOYEE BENEFITS 01.01.-30.09.2023 01.01.-30.09.2022 01.01.-30.09.2023 01.01.-30.09.2022
Opening balance 14,344 15,273 2,764 2,643
Recognition 815 592 365 467
Use and reversal (1,012) (107) (1,626) (746)
Foreign exchange differences (53) 299 (24) 74
Other 6 (4) (6) (24)
Closing balance 14,100 16,053 1,474 2,414
01.07.-30.09.2023 01.07.-30.09.2022 01.07.-30.09.2023 01.07.-30.09.2022
Opening balance 13,944 15,641 1,598 2,547
Recognition 589 230 (155) 276
Use and reversal (599) 30 50 (444)
Foreign exchange differences 158 209 8 49
Other 8 (57) (28) (14)
Closing balance 14,100 16,053 1,474 2,414
CHANGE IN OTHER LONG-TERM
PROVISIONS
Provisions for
liabilities
Provision for
environmental
protection
TOTAL Provisions for
liabilities
Provision for
environmental
protection
TOTAL
01.01.-30.09.2023 01.07.-30.09.2023
Opening balance 1,528 135,661 137,189 1,828 128,997 130,825
Foreign exchange differences 5 (1,512) (1,507) 20 5,152 5,172
Other 312 - 312 (3) - (3)
Closing balance 1,845 134,149 135,994 1,845 134,149 135,994
01.01.-30.09.2022 01.07.-30.09.2022
Opening balance 43,677 226,972 270,649 44,660 232,879 277,539

CHANGE IN OTHER LONG-TERM
PROVISIONS
Provisions for
liabilities
Provision for
environmental
protection
TOTAL Provisions for
liabilities
Provision for
environmental
protection
TOTAL
Recognition 2,841 - 2,841 1,465 - 1,465
Use and reversal (498) - (498) (13) - (13)
Foreign exchange differences - 13,124 13,124 - 9,190 9,190
Other 92 1,992 2,084 - 19 19
Closing balance 46,112 242,089 288,201 46,112 242,089 288,201
CHANGE IN OTHER SHORT-TERM
PROVISIONS
Provisions for
liabilities
Provision for
environmental
protection
TOTAL Provisions for
liabilities
Provision for
environmental
protection
TOTAL
01.01.-30.09.2023 01.07.-30.09.2023
Opening balance 118,568 613 119,181 75,384 326 75,710
Recognition 17,388 - 17,388 1,378 - 1,378
Use and reversal (48,095) (287) (48,382) 553 - 553
Foreign exchange differences (662) - (662) 582 - 582
Other (9,164) - (9,164) 137 - 137
Closing balance 78,035 326 78,361 78,035 326 78,361
01.01.-30.09.2022 01.07.-30.09.2022
Opening balance 82,148 1,663 83,811 97,527 62 97,589
Recognition 18,515 450 18,965 2,536 450 2,986
Use and reversal (1,239) (2,092) (3,331) (81) (607) (688)
Foreign exchange differences 1,944 (7) 1,937 1,387 109 1,496
Other 69 - 69 69 - 69
Closing balance 101,437 14 101,451 101,437 14 101,451
CHANGE IN IMPAIRMENT LOSSES Opening balance Recognition Use and reversal Other changes
(including exchange
differences)
Closing balance
01.01.-30.09.2023
Property, plant and equipment 83,554 - - (1 283) 82,271
Intangible assets, including: 494,764 - - (5 776) 488,988
Goodwill 445,898 - - (5 340) 440,558
Long-term receivables 66 - - (1) 65
Long-term financial assets 502 706 - (0) 1,208
Inventories 42,343 7,690 (6 614) (150) 43,269
Short-term financial assets 28,353 - - - 28,353
Trade and other receivables 64,553 1,472 (5 154) 261 61,132
Cash and cash equivalents 211 181 (136) (4) 252
TOTAL 714,345 10,049 (11 904) (6 951) 705,539
01.01.-30.09.2022
Property, plant and equipment 77,359 4,491 - 4,460 86,310
Intangible assets, including: 488,945 2,197 - 26,805 517,947
Goodwill 437,598 - - 24,805 462,403
Long-term receivables 198 - - 12 209
Long-term financial assets 2,420 - (214) 376 2,582
Inventories 34,932 9,852 (5 505) 479 39,758
Short-term financial assets 28,354 - (1) - 28,353
Trade and other receivables 69,278 4,020 (9 436) 5,498 69,360
Cash and cash equivalents 450 17 (282) (76) 109
TOTAL 701,936 20,577 (15 438) 37,555 744,628
01.07.-30.09.2023
Property, plant and equipment 79,350 - - 2,921 82,271
Intangible assets, including: 470,664 - - 18,324 488,988

CHANGE IN IMPAIRMENT LOSSES Opening balance Recognition Use and reversal Other changes
(including exchange
differences)
Closing balance
Goodwill 423,721 - - 16,837 440,558
Long-term receivables 62 - - 3 65
Long-term financial assets 916 292 - (1) 1,208
Inventories 40,739 (140) 2,282 388 43,269
Short-term financial assets 28,355 - - (2) 28,353
Trade and other receivables 60,647 (531) (1 035) 2,051 61,132
Cash and cash equivalents 455 (207) 4 - 252
TOTAL 681,189 (586) 1,251 23,685 705,539
01.07.-30.09.2022
Property, plant and equipment 83,232 - - 3,078 86,310
Intangible assets, including: 498,844 - - 19,103 517,947
Goodwill 445,121 - - 17,282 462,403
Long-term receivables 201 - - 8 209
Long-term financial assets 2,206 - - 376 2,582
Inventories 41,434 (606) (1 383) 313 39,758
Short-term financial assets 28,353 - - - 28,353
Trade and other receivables 72,216 1,981 (7 880) 3,043 69,360
Cash and cash equivalents 111 4 (12) 6 109
TOTAL 726,597 1,379 (9 275) 25,927 744,628

2.6.1. DETAILED INFORMATION ON SIGNIFICANT IMPAIRMENT LOSSES

In connection with the suspension of production by a subsidiary, CIECH Soda Romania S.A. in 2019, resulting from the discontinuation of supplies of process steam by its supplier, S.C. CET Govora S.A., the CIECH Group evaluated the evidence of impairment of assets, based on possible scenarios of actions. Following the analysis, the Group recognised an impairment loss on property, plant and equipment in the total amount of PLN 73,486 thousand as at 31 December 2019. The status of the Romanian plant has not changed compared to the status at the end of 2019. In 2023, the Group continues to identify the reasons for the decision to recognise an impairment loss in previous years. As a result, the amount of impairment losses on fixed assets in CIECH Soda Romania S.A. did not change.

For details on the impairment loss recognised in previous periods, see Note 3.4.1 to the Consolidated Financial Statements of the CIECH Group for 2022, published on 23 March 2023.

2.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY

THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) 01.01.-30.09.2023 01.01.-30.09.2022 01.07.-30.09.2023 01.07.-30.09.2022
Current income tax (48,869) (58,798) (22,368) (10,082)
Deferred income tax 64,084 34,550 23,300 15,776
INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS 15,215 (24,248) 931 5,694

The amount of current income tax includes the effect of decisions received to terminate income tax proceedings in the following companies:

  • CIECH Sarzyna S.A. (a reduction in current income tax in the amount of PLN 18,317 thousand was recognised) and
  • CIECH Vitrosilicon S.A. (a reduction in current income tax in the amount of PLN 13,921 thousand was recognised).

At the same time, a potential liability for this tax in the amount of PLN 31,506 thousand was recognised in CIECH S.A. in connection with the income tax audit for 2016. In addition, in connection with the final returns for 2022 filed after the preparation of the financial statements, an income tax adjustment was recognised in CIECH S.A. reducing tax by PLN 3,034 thousand.

For a detailed description of tax audits and the status of cases, see Note 2.13 to this report.

Deferred income tax is attributable to the following items:

DEFERRED INCOME TAX ASSETS AND DEFERRED INCOME 30.09.2023 31.12.2022
TAX LIABILITY Total asset Total liability Net value Total asset Total liability Net value
Property, plant and equipment 9,307 166,660 (157,353) 9,053 174,229 (165,176)
Intangible assets 1,453 18,764 (17,311) 1,451 21,541 (20,090)
Investment property 2,868 1,107 1,761 2,861 1,106 1,755
Long-term receivables - 1,905 (1,905) 796 1,928 (1,132)
Financial assets 664 17,292 (16,628) 437 83,497 (83,060)
Inventory 3,182 2,768 414 4,516 116 4,400
Trade and other receivables 8,428 2,405 6,023 4,837 387 4,450
Provisions for employee benefits 5,465 - 5,465 3,881 - 3,881
Other provisions 37,405 21 37,384 40,373 2 40,371
Tax losses carried forward 183,102 - 183,102 130,881 - 130,881
Foreign exchange differences 1,324 (28) 1,352 - 2,183 (2,183)
Liabilities 116,931 14,628 102,303 197,808 5,427 192,381
Liabilities due to financial instruments - 3,588 (3,588) - - -
Special economic zone 43,991 - 43,991 56,864 - 56,864
Net value of lease liabilities 8,611 - 8,611 - - -
Rights to use an asset 913 18,879 (17,966) - 4,551 (4,551)
Cash and cash equivalents 84 - 84 2 - 2
Other 5,983 92 5,891 2,655 1,130 1,525
Deferred tax assets/liability 429,711 248,081 181,630 456,415 296,097 160,318
Set - off of deferred tax assets/ liability (202,300) (202,300) - (270,974) (270,974) -
Unrecognized deferred tax assets (35,359) - (35,359) (52,667) - (52,667)
Deferred tax assets/liability recognised in the statement
of financial position
192,052 45,781 146,271 132,774 25,123 107,651

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

The following list presents the fair value of financial instruments.

30.09.2023 30.09.2023 31.12.2022 31.12.2022
Carrying amount Fair value Carrying amount Fair value
Cash and cash equivalents 358,936 358,936 684,969 684,969
Loans granted 250 250 246 246
Trade receivables 329,397 329,397 371,285 371,285
Hedging derivatives with positive value 108,669 108,669 354,070 354,070
Derivatives with positive value - - 9,522 9,522
Factoring receivables 52,394 52,394 55,872 55,872
ASSETS 849,645 849,645 1,475,964 1,475,964
Credits and loans (1,971,321) (1,978,057) (1,865,124) (1,873,993)
Trade liabilities (698,448) (698,448) (993,715) (993,715)
Hedging derivatives with negative value (87,628) (87,628) (462,097) (462,097)
Derivatives recognised in financial liabilities (20,601) (20,601) - -
Factoring liabilities (23,619) (23,619) (28,769) (28,769)
LIABILITIES (2,801,618) (2,808,353) (3,349,705) (3,358,575)

The fair value of financial assets and liabilities corresponds with the amounts for which these instruments may be exchanged in a market transaction between well informed parties. The following assumptions were made in establishing the fair value:

  • cash, trade receivables and liabilities are not measured at fair value it is assumed that the carrying amount is the closest to fair value due to the short maturities of these instruments,
  • fair value of financial assets and liabilities recognised in the statement of financial position at amortised cost for which no active market exists was established as the present value of future cash flows discounted at market interest rate.

Measurement at fair value is grouped according to three-level hierarchy:

  • Level 1 fair value based on market listing stock exchange prices (unadjusted) offered for identical assets or liabilities on active markets.
  • Level 2 the CIECH Group values derivatives at fair value by using measurement models for financial instruments and applying generally available interest rates, currency exchange rates and adjusting for estimated own credit risk.
  • Level 3 fair value estimated on the basis of various evaluation techniques which are not based on observable market inputs.
30.09.2023 30.09.2023 31.12.2022 31.12.2022
- Level 2 Level 3 Level 2 Level 3
ASSETS 108,669 40,061 363,592 40,181
Investment properties - 40,061 - 40,181
Hedging instruments 108,669 - 354,070 -
Derivative instruments with positive valuation - - 9,522 -
LIABILITIES (108 229) - (462 097) -
Hedging instruments (87 628) - (462 097) -
Derivative instruments with negative valuation (20 601) - - -
TOTAL 440 40,061 (98 505) 40,181

As at 30 September 2023, the CIECH Group held the following types of financial instruments measured at fair value:

  • concluded by the parent company, CIECH S.A.: interest rate swap contracts, currency and interest rate swaps EUR/PLN Level 2, according to the fair value hierarchy,
  • currency forwards concluded by CIECH S.A. and CIECH Soda Polska S.A. Level 2, according to the fair value hierarchy,
  • gas and electricity price index swaps concluded by CIECH Energy Deutschland GmbH to hedge the risk of rising gas and energy prices Level 2, according to the fair value hierarchy,
  • gas purchase option concluded by CIECH Energy Deutschland GmbH to hedge the risk of rising gas prices Level 2, according to the fair value hierarchy.

During three quarters of 2023, 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 was presented in Note 8.4 to the Consolidated Financial Statements of the CIECH Group for 2022, published on 23 March 2023.

In the consolidated financial statements, all of the concluded financial instruments described above (except for one of the EUR/PLN forward currency contracts and commodity transactions, which are not measured due to the application of the "own use exemption" principle) have been qualified for hedge accounting.

In the separate financial statements, interest rate swaps were designated for hedge accounting.

Fair value of derivative instruments Long-term
financial assets
Short-term
financial assets
Other long-term
liabilities
Trade and other
liabilities
TOTAL
30.09.2023
IRS EUR 3,199 2,578 - - 5,777
CIRS 9,804 81,462 (1 396) - 89,870
Forward EUR/PLN - - - (20 601) (20 601)
Gas options - - - (2 495) (2 495)
Gas and energy SWAP - 11,626 - (83 737) (72 111)
TOTAL 13,003 95,666 (1 396) (106 833) 440
31.12.2022
IRS EUR 4,233 2,261 - - 6,494
CIRS - 96,376 (86 207) - 10,169
Forward EUR/PLN - 9,522 - (2 832) 6,690
Gas and energy SWAP - 251,200 - (373 058) (121 858)
TOTAL 4,233 359,359 (86 207) (375 890) (98 505)

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

In the period from 1 January to 30 September 2023 and in the corresponding period, the CIECH Group carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:

Land Buildings,
premises, civil
and marine
engineering
structures
Machinery
and
equipment
Vehicles Other fixed
assets
Property,
plant and
equipment
under
construction
TOTAL
01.01.-30.09.2023
Gross value of property, plant
and equipment at 01.01.2023
91,899 1,769,967 4,680,880 108,255 75,596 512,532 7,239,129
Purchase - - 32 - - 275,020 275,052
Reclassifications - 64,827 102,324 3,988 4,797 (175,835) 101
Capitalised borrowing costs - - - - - 3,967 3,967
Foreign exchange differences (1,122) (8,315) (24,035) (321) (215) (2,565) (36,573)
Sale - - (2,156) (159) (23) - (2,338)
Liquidation - (578) (20,144) (2,605) (349) - (23,676)
Other - 1,114 - - - 450 1,564
Gross value of property, plant
and equipment at the end
of the period
90,777 1,827,015 4,736,901 109,158 79,806 613,569 7,457,226
01.01.-30.09.2022
Gross value of property, plant
and equipment at 01.01.2022
90,153 1 412 756 3,962,341 96,890 67,740 1,185,060 6,814,940
Purchase - - - - - 247,442 247,442
Reclassifications - 337 970 621,973 10,780 6,961 (970,441) 7,243
Capitalised borrowing costs - - - - - 8,692 8,692

Land Buildings,
premises, civil
and marine
engineering
structures
Machinery
and
equipment
Vehicles Other fixed
assets
Property,
plant and
equipment
under
construction
TOTAL
Foreign exchange differences 5,218 33 682 102,394 1,235 948 29,832 173,309
Sale - (78) (7,027) (1,173) (12) - (8,290)
Liquidation - (979) (19,976) (1) (339) - (21,295)
Transfer to intangible assets - - - - - (7,370) (7 370)
Other - 6 (1,274) (44) (241) - (1,553)
Gross value of property, plant
and equipment at the end
of the period
95,371 1,783,357 4,658,431 107,687 75,057 493,215 7,213,118

Purchases of property, plant and equipment were made with own financial resources and credit facilities. As at 30 September 2023, commitments to purchase property, plant and equipment amounted to PLN 117,552 thousand (PLN 134,638 thousand as at 31 December 2022). The increase in the value of property, plant and equipment is related to investment projects carried out in the CIECH Group, mainly in the production companies of the Group.

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 balance sheet.

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 2022, published on 23 March 2023.

For additional information on debt financing in the CIECH Group, see also Section 3.5.5 of this report.

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 high level in relation to CIECH S.A. — Kulczyk Investments S.A. and non-consolidated companies of the CIECH Group, and with the Polenergia Group companies - linked via a personal relationship with the ultimate parent company of CIECH S.A.) is presented below:

TRANSACTIONS BETWEEN CONSOLIDATED ENTITIES AND OTHER RELATED PARTIES 01.01.-30.09.2023 01.01.-30.09.2022
Revenues from sales of products and services, including: 868 505
associates 20 13
Revenues from sales of goods and materials, including: 53,277 29,423
associates 27,264 25,868
Other operating income 152 -
Financial income, including: 451 248
associates 451 240
Purchases of products, goods and materials: 1,253 130,435
Purchase of services, including: 26,413 32,019
KI One S.A. 152 153
associates 20,068 17,559
Financial expenses, including: 1,277 1,566
associates 311 107
30.09.2023 31.12.2022
Trade receivables, including: 11,672 14,428
associates 7,575 13,481
Trade liabilities, including: 3,309 36,294
associates 3,019 4,930

Terms of transactions with related entities

CIECH Group's companies, to the best of their knowledge and belief, did not conclude significant transactions on the terms other than market ones. Sales to and purchases from related entities are carried out on terms which do not differ from arm's length terms. Liabilities and receivables are not secured and are settled through bank transfers. No material non-standard or non-routine transactions were concluded with related entities in the first three quarters of 2023, except for transactions described in Section 3.3 hereof.

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

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

30.09.2023 31.12.2022
Contingent assets 20,944 38,283
Other contingent receivables 20,944 38,283
Contingent liabilities 471,442 428,823
Tax liabilities (including interest) 65,323 68,822
Letters of support 290,893 254,662
Emission allowances 47,319 50,000
Promissory notes 22,411 22,610
Other 45,496 32,730

The value of contingent assets comprises:

  • 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.
  • a contingent asset in the amount of PLN 2,080 thousand it is the value of energy efficiency certificates received by CIECH Soda Polska S.A. from the President of the Energy Regulatory Office in previous years that have not been recorded yet in the account kept by the Polish Power Exchange.

Contingent assets decreased from year-end by PLN 17,339 thousand, which is mainly due to the receipt of interest from the tax office related to the payment of the additional income tax liability with interest for 2012 following the decision of the second instance authority in 2019. The contingent asset recognised at the year-end related to interest for the period from the date of payment of tax plus interest to 31 December 2022.

As at 30 September 2023, contingent liabilities amounted to PLN 471,442 thousand and increased by PLN 42,619 thousand compared to the level recorded on 31 December 2022. The change was mainly as a result of payments received for the caverns covered by the Letter of support.

Other contingent liabilities include the amount of potential environmental penalties in CIECH Soda Polska S.A. in the amount of PLN 45,496 thousand.

The guarantees and sureties granted related to Group companies and are described in Note 9.2. Consolidated Financial Statements of the CIECH Group for 2022, published on 23 March 2023.

Audits of tax settlements at the CIECH Group and related contingent liabilities

In the period from January to September 2023, the CIECH Group companies were involved, at various stages of proceedings, in inspections, tax proceedings or administrative court cases concerning the settlement of corporate income tax (CIT) and value added tax (VAT).

The CIECH Group companies were subject to CIT proceedings concerning the following years:

Period Company
2012 CIECH S.A.- case closed
2013 CIECH S.A.
2014 CIECH S.A.
2015 CIECH Soda Polska S.A., CIECH Pianki Sp. z o.o., CIECH Cargo Sp. z o.o., CIECH Sarzyna S.A., CIECH Vitrosilicon S.A. –
cases are closed
2016 CIECH Sarzyna S.A.- case closed, CIECH S.A.

In the period from January to September 2023, the following events took place with regard to CIT audits in the Polish companies of the CIECH Group:

CIT audit for 2012 at CIECH
S.A.
On 8 February 2023, the Company received a written statement of reasons for the judgment of the
Supreme Administrative Court ("SAC") in Warsaw dated 8 December 2023. In its statement of reasons, the
Supreme Administrative Court indicated that the Authority, when re-examining the case, would be obliged
to follow the court's interpretation of the law. The ruling is final and not subject to appeal. On 13 June
2023, the Company received the final decision (the "Decision") dated 1 June 2023 issued by the Head of
the Małopolskie Province Customs and Tax Office in Kraków (hereinafter: "Head of the Małopolskie
Province Customs and Tax Office in Kraków"). In the Decision , the Head of the Małopolskie Province
Customs and Tax Office in Kraków, guided by the judgement of the Supreme Administrative Court,
recognised the Company's right to recognise the tax cost related to the in-kind contribution of receivables
and, thus, concluded that the Company has no corporate income tax arrears for 2012. In June 2023, the
Company received a refund of the amount of tax paid (PLN 43.7 million) and interest (PLN 22.7 million), as
well as interest for the period when the funds paid were at the disposal of the office (PLN 28.4 million) – a
total of PLN 94.8 million.
CIT audit for 2013 at CIECH
S.A.
On 27 February 2023, the Company received the Decision of the Head of the Tax Administration Chamber
in Warsaw dated 14 February 2023. In the decision, the Head of the Tax Administration Chamber
determined the tax liability to be PLN 1.4 million. The Office has waived the challenge of trademark fees as
a deductible cost. However, the Authority did not take into account the additional evidence submitted by
the Company concerning the interest on external financing earmarked for the reserve capital in CIECH Soda
Deutschland GmbH & Co. KG and the expense in relation to tax consultancy and refused to recognise them
as tax costs. The company and its advisers disagree with the Decision and filed a complaint with the
Provincial Administrative Court in Warsaw on 28 March 2023. In June and July 2023, the Company received
a partial refund of the tax paid (PLN 0.4 million), which was related to the trademark, as well as interest
for the period when the funds paid were at the disposal of the office (PLN 0.2 million) – a total of PLN 0.6
million. The hearing before the Provincial Administrative Court was set for 22 November 2023.
CIT audit for 2014 at CIECH
S.A.
On 27 March 2023, the Company received the Decision of the Head of the Małopolskie Province Customs
and Tax Office in Kraków of 22 March 2023 on the resumption, ex officio, of tax proceedings against Ciech
S.A. In his reasons, the Head indicated that the Proceedings had been resumed as the reasons for which
they had been suspended had ceased to exist. On 10 July 2023, the Company received the Decision of the
first instance issued by the Head of the Małopolskie Province Customs and Tax Office in Kraków dated 26
June 2023, in which the Head did not recognise as tax costs the expenses relating to interest on external
financing earmarked for reserve capital in CIECH Soda Deutschland GmbH & Co. KG. in the amount of PLN
22.7 million. As a result, the Office determined the tax loss carried forward for that year to in the amount
lower by PLN 22.7 million. The company disagrees with the findings of the auditors and filed an appeal
against the Decision on 24 July 2023. The appeal proceedings are ongoing.
CIT audit for 2015 at CIECH
Soda Polska S.A.
On 30 January 2023, the Company received a written statement of reasons for the judgment of the
Supreme Administrative Court ("SAC") in Warsaw dated 14 December 2022, and on 8 May 2023 – the final
decision of the Head of the Tax Administration Chamber in Bydgoszcz dated 27 April 2023. In the decision,
the Head of the Tax Administration Chamber, guided by the judgments of the Supreme Administrative
Court in Warsaw, recognised the right of the Company to settle the tax loss due to a share in a partnership;

thus, it decided that the Company had no corporate income tax arrears for 2015, which had previously
been determined by it at PLN 3.9 million. On 11 May 2023, the Company received a refund from the Tax
Office of the amount paid of PLN 4.9 million (tax of PLN 3.9 million, interest of PLN 1.0 million) and interest
for the period when the funds paid were at the disposal of the office in the amount of PLN 1.8 million. The
total amount received is PLN 6.7 million.
CIT audit for 2015 at CIECH
Pianki Sp. z o.o.
On 30 January 2023, the Company received a written statement of reasons for the judgment of the
Supreme Administrative Court ("SAC") in Warsaw dated 14 December 2022, and on 8 May 2023 – the final
decision of the Head of the Tax Administration Chamber in Bydgoszcz dated 27 April 2023. In the decision,
the Head of the Tax Administration Chamber, guided by the judgments of the Supreme Administrative
Court in Warsaw, recognised the right of the Company to settle the tax loss due to a share in a partnership;
thus, it decided that the Company had no corporate income tax arrears for 2015, which had previously
been determined by it at PLN 2.6 million. On 11 May 2023, the Company received a refund from the Tax
Office of the amount paid of PLN 3.3 million (tax of PLN 2.6 million, interest of PLN 0.7 million) and interest
for the period when the funds paid were at the disposal of the office in the amount of PLN 1.3 million. The
total amount received is PLN 4.6 million.
CIT audit for 2015 at CIECH
Cargo Sp. z o.o.
On 30 January 2023, the Company received a written statement of reasons for the judgment of the
Supreme Administrative Court ("SAC") in Warsaw dated 14 December 2022, and on 8 May 2023 – the final
decision of the Head of the Tax Administration Chamber in Bydgoszcz dated 27 April 2023. In the decision,
the Head of the Tax Administration Chamber, guided by the judgments of the Supreme Administrative
Court in Warsaw, recognised the right of the Company to settle the tax loss due to a share in a partnership;
thus, it decided that the Company had no corporate income tax arrears for 2015, which had previously
been determined by it at PLN 1.7 million. On 11 May 2023, the Company received a refund from the Tax
Office of the amount paid of PLN 2.1 million (tax of PLN 1.7 million, interest of PLN 0.4 million) and interest
for the period when the funds paid were at the disposal of the office in the amount of PLN 0.8 million. The
total amount received is PLN 2.9 million.
CIT audit for 2015 at CIECH
Vitrosilicon S.A.
On 22 June 2023, the Company received a final decision (hereinafter: the "Decision") of the Head of the
Lubuskie Province Customs and Tax Office in Gorzów Wielkopolski revoking the first-instance decision
issued by the Lubuskie Province Customs and Tax Office in Gorzów Wielkopolski of 31 May 2022 and
discontinuing the income tax proceedings for 2015. The proceedings concerned the right to settle a tax
loss from a shareholding in a Partnership, which resulted in the determination of a tax arrears of PLN 2.7
million. This amount was not due and therefore not paid to the tax office. As a consequence of the decision
in question issued by the Head of the Lubuskie Province Customs and Tax Office in Gorzów Wielkopolski,
CIECH Vitrosilicon S.A. has no corporate income tax arrears for 2015.
CIT audit for 2015 at CIECH
Sarzyna S.A.
On 8 May 2023, the Company received the final decision of the second instance authority, i.e. the Head of
the Tax Administration Chamber in Rzeszów, dated 21 April 2023, repealing the decision of the Head of the
Podkarpackie Tax Office in Rzeszów and discontinuing the income tax proceedings for 2015 due to the
expiry of the statute of limitations. As a consequence of the decision in question issued by the Head of the
Tax Administration Chamber in Rzeszów, CIECH Sarzyna has no corporate income tax arrears for 2015. On
11 May 2023, the Company received a refund from the Tax Office of the amount paid of PLN 7.4 million
(tax of PLN 6.4 million, interest of PLN 1.0 million) and interest for the period when the funds paid were at
the disposal of the office in the amount of PLN 1.5 million. The total amount received is PLN 8.9 million.
CIT audit for 2016 at CIECH
Sarzyna S.A.
On 29 May 2023, the Company received the final decision of the second instance authority, i.e. the Head
of the Tax Administration Chamber in Rzeszów, dated 17 May 2023, repealing the decision of the Head of
the Podkarpackie Tax Office in Rzeszów and discontinuing the income tax proceedings for 2016 due to the
expiry of the statute of limitations. As a consequence of the decision in question issued by the Head of the
Tax Administration Chamber in Rzeszów, CIECH Sarzyna has no corporate income tax arrears for 2016. On
2 June 2023, the Company received a refund from the Tax Office of the amount paid of PLN 5.5 million (tax
of PLN 4.7 million, interest of PLN 0.8 million) and interest for the period when the funds paid were at the
disposal of the office in the amount of PLN 0.5 million. The total amount received is PLN 6.0 million.
CIT audit for 2016 at CIECH
S.A.
On 12 June 2023, the Company received a decision from the Head of the Małopolskie Province Customs
and Tax Office in Kraków dated 29 May 2023 on the resumption of customs and fiscal audit suspended in
the previous year. On 20 July 2023, the Company received the Audit Result ("Audit Result") dated 11 July
2023 issued by the Head of the Małopolskie Province Customs and Tax Office in Kraków. In the Audit Result
issued, the Head of the Małopolskie Province Customs and Tax Office in Kraków found that the Company

The total amount of potential tax liabilities resulting from the proceedings described above is PLN 40.1 million. Therefore, despite further dispute, after the decision of the second instance regarding CIT 2013 in CIECH S.A. a tax amount of PLN 1.4 million was paid, and after the decision of the First Instance regarding CIT 2016 in CIECH S.A. in November 2023, the amount of PLN 2.9 million was paid. Interest in the amount of PLN 1.8 million was also paid.

As at the balance sheet date, the provision covers a potential tax liability of PLN 38.7 million. The amount of tax paid of PLN 1.4 million regarding 2013 is reported as a receivable from the Tax Office, an impairment loss was recognised for the entire amount.

In total, the Group's companies after the conclusion of the disputes:

    1. CIECH S.A. in the CIT 2012 case case won before the Supreme Administrative Court,
    1. CIECH SA. on CIT 20123 in the part concerning trademarks the Office has withdrawn from questioning the cost,
    1. CIECH Soda Polska S.A, CIECH Cargo Sp. o.o. and CIECH Pianki Sp. z o.o. in the CIT 2015 case case won before the Supreme Administrative Court,
    1. CIECH Sarzyna S.A in the CIT 2015 and CIT 2016 case final Decisions,

they received a refund of the overpaid tax liability in the amount of PLN 63.4 million and a refund of the interest paid in the amount of PLN 26.6 million, as well as interest for the period when the funds paid were at the disposal of the office in the amount of PLN 34.5 million. The total amount received is PLN 124.5 million.

The CIECH Group companies were subject to VAT audits/proceedings concerning the following years:

Period Company
Fourth quarter of 2013 Verbis KAPPA Sp. z o.o. S.K.A.
Fourth quarter of 2013 Verbis ETA Sp. z o.o. S.K.A.
December 2014 CIECH Soda Polska S.A. (legal successor of Cerium Finance Sp. z o.o.)

In the period from January to September 2023, the following events took place with regard to VAT audits in the Polish companies of the CIECH Group:

VAT audit for the fourth
quarter of 2013 at Verbis
Kappa Sp. z o.o. S.K.A.
On 31 March 2023, the Company sent a motion to the Supreme Administrative Court ("SAC") to suspend
ex officio the judicial and administrative proceedings due to the fact that their resolution depends on the
outcome of the pending court proceedings before the Court of Justice of the European Union ("CJEU"),
initiated by the referral to the CJEU of the preliminary question covered by the decision of the SAC of 24
February 2023, case number I FSK 2003/18. On 27 April 2023, the Company received an Order of the
Supreme Administrative Court dated 18 April 2023 in which the Supreme Administrative Court granted the
motion filed by the Company and suspended the proceedings until the CJEU's ruling.
VAT audit for the fourth On 31 March 2023, the Company sent a motion to the Supreme Administrative Court ("SAC") to suspend
quarter of 2013 at Verbis ex officio the judicial and administrative proceedings due to the fact that their resolution depends on the

ETA outcome of the pending court proceedings before the Court of Justice of the European Union ("CJEU"),
Sp. z o.o. S.K.A. initiated by the referral to the CJEU of the preliminary question covered by the decision of the SAC of 24
February 2023, case number I FSK 2003/18. On 27 April 2023, the Company received an Order of the
Supreme Administrative Court dated 18 April 2023 in which the Supreme Administrative Court granted the
motion filed by the Company and suspended the proceedings until the CJEU's ruling.
VAT audit for December On 31 March 2023, the Company sent a motion to the Supreme Administrative Court ("SAC") to suspend
2014 at ex officio the judicial and administrative proceedings due to the fact that their resolution depends on the
CIECH Soda Polska S.A. outcome of the pending court proceedings before the Court of Justice of the European Union ("CJEU"),
(legal successor of Cerium initiated by the referral to the CJEU of the preliminary question covered by the decision of the SAC of 24
Finance Sp. z o.o.) February 2023, case number I FSK 2003/18. On 27 April 2023, the Company received an Order of the
Supreme Administrative Court dated 18 April 2023 in which the Supreme Administrative Court granted the
motion filed by the Company and suspended the proceedings until the CJEU's ruling.

In total, in the two aforementioned disputes concerning VAT in Verbis Kappa Sp. z o.o. and Verbis ETA Sp. z o.o. S.K.A., despite the continuation of the dispute, PLN 39 million of VAT and PLN 16.3 million of interest were paid after the decisions of the second instance, and in CIECH Soda Polska S.A. the amount of interest paid is PLN 10 million. These amounts are reported as public-law receivables in the financial statements. The companies did not recognise provisions for the above tax cases, as the companies and their tax advisers estimate the chances of winning these disputes ultimately at more than 50%. At the same time, due to the continuing uncertainty as to the direction of the dispute resolution by the Supreme Administrative Court, these amounts are also reported as contingent liabilities.

Audits at foreign companies of the CIECH Group.

Audit at the Ciech Group in There were no events in the period from January to September 2023.
Germany
Audit in CIECH Soda In November 2023, the company received a notification about the commencement of a CIT and VAT
Romania S.A. inspection on 23 November 2023. The CIT audit covers the years 2017-2022, and the VAT audit covers the
period from 1 January 2017 to 30 September 2023.

For details of these audits, see Note 9.2. to the Consolidated Financial Statements of the CIECH Group for 2022, published on 23 March 2023.

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

On 22 June 2023, the Ordinary General Meeting of CIECH S.A. resolved to distribute CIECH S.A.'s net profit for the financial year 2022 in the amount of PLN 612,255 thousand, in the following manner:

  • allocated the amount of PLN 382,074 thousand for the payment of dividend to shareholders, which means that the value of the dividend per share amounted to PLN 7.25, which - taking into account the interim dividend for 2022 in the amount of PLN 79,050 thousand, i.e. PLN 1.50 per share paid by CIECH S.A. pursuant to Resolution of the Management Board No 194/2022 of 15 November 2022 – causes the remaining dividend for the financial year 2022 for shareholders to amount to PLN 303,024 thousand, i.e. PLN 5.75 per share.
  • the remaining amount, i.e. allocated PLN 230,181 thousand in its entirety to the supplementary capital set up by the Ordinary General Meeting of CIECH S.A., established for the payment of dividends and interim dividends.

The dividend record date was set for 27 June 2023 and the dividend was paid on 17 July 2023.

On 28 April 2022, the Ordinary General Meeting resolved to distribute CIECH S.A.'s net profit for the financial year 2021, amounting to PLN 133,206 thousand, and to allocate the entire profit to CIECH S.A.'s supplementary capital.

2.15. DISCONTINUED OPERATIONS, NON-CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE AND LIABILITIES RELATED THERETO

Discontinued operations

During three quarters of 2023, there were no discontinued operations at the CIECH Group.

Assets and liabilities classified as held for sale

As at 30 September 2023 and 31 December 2022, under the item "Non-current assets and groups held for sale", the CIECH Group presented property, plant and equipment of CIECH Vitrosilicon S.A. in the amount of PLN 368 thousand (land located in the town of Iłowa), which are redundant from the point of view of the enterprise; a potential buyer of the land is now being sought. These assets are included in the Silicates Segment.

2.16. INFORMATION ON IMPORTANT EVENTS IN THE CIECH GROUP DURING THREE QUARTERS OF 2023

Information on important events taking place in the CIECH Group during three quarters of 2023 has been presented in Sections 3.3 and 3.4 hereof.

2.17. INFORMATION ON POST-BALANCE-SHEET EVENTS

POST-BALANCE-SHEET EVENTS

On 25 October 2023, an Agreement was concluded between CIECH and ORLEN SYNTHOS GREEN ENERGY sp. z o.o. with its registered office in Warsaw regarding the analysis of the feasibility of implementing the project for the construction of modular nuclear power plants. The Agreement regulates the principles of cooperation between the Parties in the scope of verifying the feasibility of implementing an investment involving the construction of modular nuclear power plants using reactor technology BWRX-300 (Small Modular Reactors, "SMR Project"), on selected properties at the disposal of CIECH, agreeing and negotiating the terms of cooperation during the preparation and implementation of the investment covering the Project SMR, as well as developing the target business model of cooperation between the Parties in the event of a decision to implement the investment covering the Project SMR. For details on the agreements, see current report No 62/2023.

As a result of the tender offers for the sale of CIECH S.A. shares completed during 2023, the shareholder of CIECH S.A., KI Chemistry S.a.r.l., increased its shareholding in CIECH S.A. from 51.14% to 95.43% by acquiring 23,338,812 shares in CIECH S.A. to the total number of 50,290,864 shares.

On 7 November 2023, the main shareholder of CIECH S.A., KI Chemistry S.à r.l. with its registered office in Luxembourg, announced its intention to purchase all shares of CIECH S.A. by way of compulsory buyout with the redemption date falling on 17 November 2023.

Moreover, on 6 November 2023, the management board of the Warsaw Stock Exchange S.A. adopted resolution No. 1197/2023 on the suspension of trading in CIECH S.A. shares on the WSE Main List marked with the code "PLCIECH00018" from 7 November 2023. Pursuant to the resolution of the WSE Management Board, suspension of trading in CIECH S.A. shares. is caused by the notification of the intention to announce the Compulsory Buyout of the Company's shares.

2.18. INFORMATION ON THE CURRENT SITUATION IN CONNECTION WITH THE IMPACT OF THE RUSSIAN INVASION OF UKRAINE ON THE CIECH GROUP'S ACTIVITIES

In the period from January to September 2023, the Management Board of CIECH S.A. continued its efforts to monitor the events in Ukraine in detail and analyse, under various scenarios, the reaction of the markets and their possible impact on the Group.

The CIECH Group and individual segments of the Group were not directly affected by Russia's invasion of Ukraine during the three quarters of 2023. The Group and its entities did not conduct or have any business relationships with these markets. With the stabilisation of energy commodity price fluctuations, the direct impact of the conflict in Ukraine on the CIECH Group has decreased compared to the corresponding period of 2022.

Still, as described in the report for the first half of 2023, the Group and the individual segments were indirectly affected in terms of day-today operations and financial performance. The main factor recorded in the three quarters of 2023 was the decrease and stabilisation of raw material prices and the improvement in their availability. On the other hand, the Group and its key operating segments used hedging mechanisms that assumed higher-than-market prices for raw materials. In the soda segment, a key segment for the CIECH Group, this resulted in higher raw material costs and manufacturing costs for soda products than for the products offered by competitors.

In addition, since the beginning of 2023, the Group and its business segments have experienced an economic slowdown and a decline in sales. Detailed information on the situation in the Group's individual segments is presented in Section 2.5 hereof.

Strengthening IT infrastructure

The Group continued to pay particular attention to the effective management of cyber risks and continued its efforts to enhance the security of IT systems and data processing. The security measures in place continued to be updated on an ongoing basis, and monitoring of unusual events, logs and operations was intensified and extended. All these measures have been implemented as part of the Group's IT security policy and information security policy.

Financial risk management

The third quarter of 2023 saw a continuation of the trend of decelerating volatility in financial markets, including commodity prices, exchange rates and interest rates. In this respect, the situation in the third quarter was no different from that in the second quarter of 2023.

In the third quarter of 2023, the situation on the foreign exchange market remained unchanged, with stable exchange rates and a stable PLN position, resulting in no negative impact on the Group's current liquidity and performance in the period under review.

The third quarter of 2023 also saw a deceleration in interest rate rises. However, this development does not stem from the situation in Ukraine and the ongoing conflict.

Maintaining a secure financial position

The CIECH Group's liquidity position during the third quarter of 2023 was and is stable. The CIECH Group companies have sufficient cash and available sources of financing to be able to meet their obligations on time, even if current cash flows deteriorate and access to new sources of financing becomes limited. As at 30 September 2023, the Group held cash in the amount of PLN 359 million and limits available under committed credit facilities of PLN 326 million.

No indication of impairment

The third quarter of 2023 did not bring indications of a materially higher risk of impairment of property, plant and equipment and intangible assets in use or investments in progress was found.

However, due to the uncertainty associated with the conflict and its further development and subsequent impact on the global economy, the measurement of individual balance sheet items, including: fixed assets and intangible assets, inventories, receivables, measurement of financial instruments, provisions and liabilities, were and will continue to be monitored and it is not excluded that they may change in subsequent reporting periods.

It should be reiterated that the Management Board of CIECH S.A. monitors the situation related to the conflict on an ongoing basis and takes measures to ensure the continuity of the Group's and its individual companies' operations and to maintain the assumed margin levels.

MANAGEMENT BOARD REPORT ON THE CIECH GROUP'S ACTIVITIES

3. MANAGEMENT BOARD REPORT ON THE CIECH GROUP'S ACTIVITIES

3.1. DESCRIPTION OF THE CIECH GROUP'S ORGANISATION

CIECH is a diversified chemical group with a strong position on European markets. The group was founded in 1945 and currently employs approximately 3,343 people. Since 2005, the shares of CIECH S.A. are listed on the Warsaw Stock Exchange, and from August 2016 also on the Frankfurt Stock Exchange.

Products of the CIECH Group are manufactured in 9 production plants. The five largest production plants (2 in Poland, 2 in Germany and 1 in Romania) operate in the Soda Segment and manufacture soda ash, soda derivatives and salt; the plant in Romania produces glassy sodium silicate and sodium water glass. The remaining 4 plants operating in the Agro, Foams, Silicates and Packaging segments are located in Poland. Soda production at the Romanian plant was suspended in the third quarter of 2019 (for more information, see current report No 40/2019). In addition, Proplan outsources product formulation and packaging services to two plants.

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 Spain.

Parent company CIECH S.A.
Legal form Joint-stock Company
Registered office Warsaw, Poland
Address ul. Wspólna 62, 00-684 Warsaw, Poland
0000011687
KRS (National Court Register number) (District Court for the capital city of Warsaw in Warsaw
12th Commercial Division of the National Court Register)
Country of registration Poland
Statistical identification number (REGON) 011179878
Tax ID No (NIP) 118-00-19-377
BDO Registry Number 000015168
Website www.ciechgroup.com
CIECH S.A.'s Branch in Romania
Branches held CIECH S.A.'s Branch in Germany
Principal place of business European Union
KI Chemistry s. à r. l
Ultimate parent company (a subsidiary of Kulczyk Investments)
Ultimate parent company Luglio Limited

For detailed information on ownership changes occurring during the three quarters of 2023, see Section 3.3 hereof. As at 30 September 2023, the CIECH Group comprised 42 business entities, including:

The Parent company of the Group is CIECH S.A. It is a holding company that manages domestic and foreign manufacturing, trade and service companies of the Group. CIECH S.A. also provides support services to key subsidiaries. Key products manufactured by the CIECH Group include: soda ash, sodium bicarbonate, evaporated salt, agrochemical products, polyurethane foams, lanterns and jars, sodium and potassium silicates.

The core sales market for the CIECH Group is the European Union, including mainly Poland, Germany and Central Eastern European countries. Products manufactured by the CIECH Group are also exported to overseas markets.

The parent company of CIECH S.A. has a branch in Romania, a branch in Germany, and operates through its offices in Inowrocław and Janikowo. CIECH Trading Sp. z o.o. subsidiary has a branch in Bydgoszcz.

The lists of fully consolidated companies and companies accounted for under the equity method are provided below:

Company name Registered
office
Segment Business Share in
equity as at
30.09.2023 /
% of votes at
the GMS
Share in
equity as at
30.09.2022 /
% of votes at
the GMS
Parent company
CIECH S.A. Warsaw Soda, Agro,
Foams,
Silicates,
Packaging,
Other
Sales of chemical products manufactured by the CIECH Group
companies, sales of chemical products and semi-finished
products purchased from third-party producers, holding
activities, managing a portfolio of the Group's subsidiaries,
provision of support services (including in the area of sales,
purchases, finance, HR and the legal area) for the Group's
companies, financial service activities not elsewhere
classified (so-called intercompany loans) for the benefit of the
Group's companies.
- -
Fully consolidated direct and indirect subsidiaries
CIECH Trading
Sp. z o.o. w
likwidacji (in
liquidation)
Warsaw Other The company is preparing for the liquidation process,
operations are being phased out. In liquidation as of 31
October 2023.
100% 100%
CIECH Soda
Romania S.A.
Ramnicu
Valcea,
Romania
Soda,
Silicates
Manufacture of other basic inorganic chemicals, wholesale of
chemical products. Production suspended in the Soda
Segment.
98.74% 98.74%
CIECH Vitrosilicon
S.A.
Iłowa Silicates Manufacture of other basic inorganic chemicals, manufacture
of other chemical products.
100% 100%
CIECH Vitro
Sp. z o.o.1
Iłowa Packaging Manufacture of hollow glass, manufacture and processing of
other glass.
100% 100%
CIECH
Transclean Sp. z o.o.
w likwidacji (in
liquidation)
Bydgoszcz Other Since 2017, the Company has not carried out any operating
activities.
In liquidation as of 31 October 2023.
100% 100%
CIECH Pianki
Sp. z o.o.
Bydgoszcz Foams Manufacture of plastics in primary forms and other plastic
products.
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 Serwis i
Remonty Sp. z o.o.
Warsaw Other Provision of repair and maintenance services, repair and
maintenance of machinery.
100% 100%
CIECH
Nieruchomości
Sp. z o.o.2
Warsaw Other Buying and selling of own real estate, estate agency, real
estate management.
100% 100%
Proplan Plant
Protection Company
S.L.
Madrid,
Spain
Agro Production of crop protection chemicals. 100% 100%
CIECH Salz
Deutschland GmbH
Stassfurt,
Germany
Soda Production and sales of salt products. 100% 100%
CIECH SERVICES
Sp. z o.o.
Bydgoszcz Soda, Agro,
Foams,
Silicates,
Packaging,
Other
Provision of support services for companies of the CIECH
Group.
100% 100%
CIECH Ventures
Sp. z o.o.
Warsaw Other Holding activities, other financial activities. 100% 100%
CIECH Sól Sp. z o.o. Warsaw Soda Production and sales of salt products. 100% 100%
CIECH
Nieruchomości
Rolne Sp. z o.o.
Warsaw Other Support
activities
for
crop
production,
property
management.
100% 100%
CIECH Finance
Sp. z o.o.
Warsaw Other Implementing divestment projects concerning obsolete fixed
assets (property) and financial assets (shares in companies).
100% 100%
Qemetica Sp. z o.o.3
CIECH R&D Group
Bydgoszcz Foams Manufacture of mattresses, wholesale and retail. 100% -
CIECH R&D Sp. z o.o. Warsaw Soda, Agro,
Foams,
Silicates,
Research and developments activities, granting licenses to
the CIECH Group companies to use the trademarks: "Ciech",
"Ciech Trading" and "Sól Kujawska naturalna czysta".
100% 100%

Company name Registered
office
Segment Business Share in
equity as at
30.09.2023 /
% of votes at
the GMS
Share in
equity as at
30.09.2022 /
% of votes at
the GMS
Packaging,
Other
Smart Fluid S.A. Warsaw Other Research & Development. 52.83% 52.83%
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 Soda Freight transport services. 100% 100%
Gamma Finanse
4
Sp. z o.o.
Warsaw Other Financing activities. 100% 100%
El-Pomiar Sp. z o.o.
w likwidacji (in
liquidation)
Inowrocław Other Repair and maintenance of electrical equipment. 94.23% 94.23%
CIECH Sarzyna Group
CIECH Sarzyna S.A. Nowa
Sarzyna
Agro Manufacture of resins, manufacture of pesticides and other
chemical products.
100% 100%
Verbis KAPPA
Sp. z o.o.
Nowa
Sarzyna
Agro General partner of Verbis KAPPA Sp. z o.o. SKA, other financial
intermediation.
100% 100%
Verbis KAPPA
Sp. z o.o. SKA
Nowa
Sarzyna
Agro Other financial intermediation. 100% 100%
Algete Sp. z o.o. Nowa
Sarzyna
Agro Granting CIECH Sarzyna Group companies the license for
using the trademark of "Chwastox" for the purpose of
business.
100% 100%
CIECH Agro Romania
S.R.L.
Ramnicu
Valcea,
Romania
Agro Wholesale of chemical products. 100% 100%
SDC Group
SDC GmbH Stassfurt,
Germany
Soda Holding company for all SDC Group entities. 100% 100%
CIECH Soda
Deutschland
GmbH&Co. KG
Stassfurt,
Germany
Soda Manufacture of other basic inorganic chemicals, wholesale of
chemical products.
100% 100%
Sodawerk Holding
Stassfurt GmbH
Stassfurt,
Germany
Soda Holding activities. 100% 100%
Sodawerk Stassfurt
Verwaltungs GmbH
Stassfurt,
Germany
Soda Management and financial activities. 100% 100%
CIECH Energy
Deutschland GmbH
Stassfurt,
Germany
Soda Power generation and distribution. 100% 100%
Kaverngesellschaft
Stassfurt GbmH5
Stassfurt,
Germany
Soda Management and maintenance of gas caverns. 50% 50%

1Number of shares / votes at the GMS attributable directly to CIECH S.A. — 39.41%, indirect share through CIECH Soda Polska S.A. — the remaining 60.59%. 2Shares in the share capital acquired by CIECH S.A. – 99.18% and CIECH Soda Polska S.A. – 0,82%.

3Shares in the share capital acquired by CIECH S.A. – 1% and CIECH Soda Polska S.A. – 99%.

4Shares in the share capital acquired by CIECH S.A. – 1.4% and CIECH Soda Polska S.A. – 98.6%.

5Jointly-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 2023 to 30 September 2023 does not exceed 1% of total consolidated assets of the Group and 0.5% of consolidated net revenues from sales of goods and products and financial operations. The non-consolidated subsidiary is Nordiska Unipol AB.

Aggregated data of associates and jointly-controlled companies which were not measured under the equity method for the period from 1 January 2023 to 30 September 2023 did not exceed 1% 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 2023

CIECH Nieruchomości
Rolne Sp. z o.o.
On 19 January 2023, the Extraordinary Shareholders' Meeting of CIECH Nieruchomości Rolne Sp. z o.o.
increased the Company's share capital by PLN 200 thousand, i.e. from PLN 5 thousand to PLN 205 thousand
through creation of 40,000 new, equal and indivisible shares with a nominal value of PLN 50 per share.
The right to subscribe for all 40,000 shares was granted to CIECH S.A., the sole shareholder of the
Company.
The court registered the share capital increase on 23 February 2023.
CIECH Sól sp. z o.o. On 6 February 2023, the Extraordinary Shareholders' Meeting of CIECH Sól Sp. z o.o. increased the
Company's share capital by PLN 150 thousand, i.e. from PLN 5 thousand to PLN 155 thousand through
creation of 3,000 new, equal and indivisible shares with a nominal value of PLN 50 per share. The right to
subscribe for all 3,000 newly created shares was granted to the existing shareholder, CIECH S.A. The court,
by decision of 27 March 2023, registered the capital increase of CIECH Sól sp. z o.o.
CIECH Ventures Sp. z o.o. On 13 February 2023, the Extraordinary Shareholders' Meeting of CIECH Ventures Sp. z o.o. resolved that
the sole shareholder of the Company, CIECH S.A., should make an additional contribution of PLN 10,000
thousand. The additional contribution was paid within 5 days of the resolution.
Qemetica Sp. z o.o. – new
company in the Group
On 17 November 2022, CIECH Pianki Sp. z o.o. and CIECH S.A. established a company under Polish law,
operating under the name Dreamly Sp. z o.o., with its registered office in Bydgoszcz with share capital of
PLN 100 thousand, which is divided into 100 equal and indivisible shares with a nominal value of PLN 1
thousand per share. Subsequently, the shareholders of Dreamly Sp. z o.o, by Notarial Deed dated 18
January 2023, amended the Company's Articles of Association so as to change the Company's name to:
Qemetica Sp. z o.o. The court, by order of 20 February 2022, registered Qemetica Sp. z o.o. whose shares
were acquired for a cash contribution, including: CIECH Pianki Sp. z o.o. acquired 99 shares, with a total
nominal value of PLN 99 thousand, and CIECH S.A. acquired 1 share, with a nominal value of PLN 1
thousand.
On 18 April 2023, the Extraordinary Shareholders' Meeting of Qemetica Sp. z o.o. resolved to oblige the
Shareholders to make capital contributions in the amount of five times the nominal value of the shares
held by the Shareholders on the date of the resolution, i.e. in accordance with the following:
1) CIECH Pianki sp. z o.o. - made an additional contribution of PLN 495 thousand,
2) CIECH S.A. – made an additional contribution of PLN 5 thousand.
On 29 August 2023, the Extraordinary Shareholders' Meeting of Qemetica Sp. z o.o. resolved that all
shareholders of the Company should pay additional contributions as follows:
1)
1) CIECH Pianki sp. z o.o. made an additional contribution of PLN 2,475 thousand,
2)
CIECH S.A. made an additional contribution of PLN 25 thousand.
El-Pomiar Sp. z o.o.
w likwidacji (in liquidation)
On 2 January 2023, the Extraordinary Shareholders' Meeting of El-Pomiar Sp. z o.o. resolved to dissolve
the Company and open its liquidation. On 12 January 2023, the court registered the decision of the
Extraordinary Shareholders' Meeting to dissolve the Company and proceed with its liquidation.
Smart Fluid S.A. On 5 June 2023, an Extraordinary Shareholders' Meeting of Smart Fluid S.A. was held on increasing the
share capital by an amount from PLN 5,000 thousand to PLN 15,000 thousand by issuing between 50 million
and 150 million new series B registered shares, with a nominal value and an issue price of PLN 0.10 per
share, to be offered by private placement to the majority shareholder, CIECH R&D Sp. z o.o. The deadline
for the conclusion of the agreement(s) for the subscription of series B shares and the payment of all
contributions to cover these shares was set for 5 December 2023.
As a result of the increase, the share capital will increase from PLN 106 thousand to between PLN 5,160
thousand and PLN 15,106 thousand. The final amount of the increase will be determined by December
2023, so that the registration of the increase with the National Court Register can take place by the end of
2023.
On 30 October 2023, CIECH S.A., as the sole shareholder of CIECH R&D Sp. z o.o., agreed to:

CIECH R&D Sp. z o.o.'s take-up of 50 million new series B ordinary registered shares with a nominal
value of PLN 0.10 each and an issue price of PLN 0.10 each, issued pursuant to Resolution No 5 of the
Extraordinary Shareholders' Meeting of Smart Fluid S.A. of 5 June 2023.

CIECH R&D Sp. z o.o.'s conclusion of a private subscription agreement with Smart Fluid S.A. for the
take-up of Series B Shares by CIECH R&D Sp. z o.o., and the payment of a cash contribution to SF in
the amount corresponding to the nominal value of Series B Shares, i.e. the amount of PLN 5 million.
CIECH Nieruchomości
Sp. z o.o.
On 9 October 2023, an Extraordinary Shareholders' Meeting of CIECH Nieruchomości Sp. z o.o. was held,
increasing the Company's share capital by PLN 23,000 thousand, i.e. from PLN 22,148.5 thousand to PLN
45,148.5 thousand by establishing 230,000 new, equal and indivisible shares, with a nominal value of PLN
100 per share. The right to take up the new shares was granted to CIECH S.A. in exchange for cash in the
amount of PLN 23,000 thousand. Following the increase, CIECH S.A. will hold 99.67% of the share capital
and participation of CIECH Finance Sp. z o.o. will decrease to 0.33% of the share capital. The court
registered the share capital increase on 14 November 2023.

3.4. THE MOST IMPORTANT EVENTS IN THE CIECH GROUP DURING THREE QUARTERS OF 2023

SIGNIFICANT EVENTS IN THE CIECH GROUP

On 31 January 2023, Mr Mirosław Skowron tendered his resignation as Member of the Management Board of CIECH S.A.

On 31 January 2023, CIECH Salz Deutschland GmbH filed a lawsuit against EVATHERM AG at the Magdeburg District Court for the payment of approximately EUR 20 million (including interest and legal costs). The lawsuit was filed due to improper performance of the contract, delayed commissioning of the installation at the CIECH Salz Deutschland GmbH evaporated salt plant and problems in its operation. For details, see current report No 4/2023.

On 13 February 2023, a notice of intention to announce a tender offer to subscribe for the shares in CIECH S.A. issued by Santander Bank Polska S.A. – Santander Brokerage Office on behalf of KI Chemistry SARL, the main shareholder of CIECH S.A., was published.

On 9 March 2023, a notice was published announcing a tender offer for the sale of CIECH S.A. shares. Subscriptions for shares under the Tender Offer were accepted from 10 March 2023 to 17 April 2023. The settlement of the purchase of shares in the Tender Offer was made on 21 April 2023.

On 10 March 2023, CIECH Soda Polska S.A. was granted state aid under the programme "Aid for energy-intensive sectors related to sudden increases in natural gas and electricity prices in 2022" in the amount of PLN 18,734.4 thousand.

On 25 May 2023:

  • Mr Dawid Jakubowicz the President of the Management Board of CIECH S.A. resigned from the position of President of the Management Board of the Company and from his mandate as a Member of the Management Board, effective at the end of 26 May 2023, indicating his intention to become a Member of the Management Board of the Company's parent company, Kulczyk Investments S.A., with its registered office in Luxembourg, as the reason.
  • Mr Jarosław Romanowski Member of the Management Board of CIECH S.A. resigned from his mandate as Member of the Management Board of the Company, effective at the end of 26 May 2023, indicating his intention to become a Member of the Management Board of the Company's parent company, Kulczyk Investments S.A., with its registered office in Luxembourg, as the reason.

On 25 May 2023, with effect as of 27 May 2023, the Supervisory Board of CIECH S.A. appointed:

  • for the position of President of the Management Board of the Company, Mr Kamil Majczak a current Member of the Management Board of the Company,
  • Mr Marcin Puziak as a Member of the Management Board of the Company

For details of the Management Board Members, see current report No 37/2023.

CIECH Energy Deutschland received an advance payment of EUR 45 million during the first three quarters of 2023 under the Natural Gas Heat Price Brake Act (EWPBG), which must be credited to CIECH Soda Deutschland as a claim for energy supply relief. As at 30 September 2023, the Company recognised this as a current liability. The relief is subject to the fulfilment of certain formal and organisational conditions and to the final cost of generating process steam. The recognition in the statement of profit or loss in 2023 is subject to the conditions described in the previous sentence.

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

3.5.1. BASIC FINANCIAL DATA

During the first three quarters of 2023, the CIECH Group reported a net result from continuing operations of PLN 33,949 thousand, the net cash balance decreased by PLN 327,964 thousand and, as at the end of the third quarter of 2023, total assets amounted to PLN 7,493,910 thousand. The table below presents selected financial data and basic financial ratios for the three quarters of 2023 and 2022.

Selected financial data

01.01.-
30.09.2023
01.01.-
30.09.2022
01.07.-
30.09.2023
01.07.-
30.09.2022
Change
2023/2022
Change
2023/2022
CONTINUING OPERATIONS
Sales revenues 4,078,364 3,885,520 1,161,124 1,406,667 5.0% 192,844
Cost of sales (3,403,386) (3,102,157) (931,324) (1,150,951) (9.7%) (301,229)
Gross profit/(loss) on sales 674,978 783,363 229,800 255,716 (13.8%) (108,385)
Selling costs (225,474) (211,516) (81,306) (76,200) (6.6%) (13,958)
General and administrative expenses (269,981) (219,897) (89,175) (62,838) (22.8%) (50,084)
Other operating income/expense 10,380 (21,031) 30 (2,809) - 31,411
Operating profit/(loss) 189,903 330,919 59,349 113,869 (42.6%) (141,016)
Net financial income/expenses (174,746) (75,087) (10,302) (35,077) (132.7%) (99,659)
Share of profit of equity-accounted investees 3,577 1,064 1,280 614 236.2% 2,513
Income tax 15,215 (24,248) 931 5,694 - 39,463
Net profit/(loss) on continuing operations 33,949 232,648 51,258 85,100 (85.4%) (198,699)
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations - - - - - -
Net profit / (loss) for the period 33,949 232,648 51,258 85,100 (85.4%) (198,699)
including:
Net profit/(loss) attributable to shareholders of
the parent company
35,046 234,455 51,530 85,289 (85.1%) (199,409)
Net profit/(loss) attributed to non-controlling
interest
(1,097) (1,807) (272) (189) 39.3% 710
EBITDA from continuing operations 551,968 644,171 184,249 226,234 (14.3%) (92,203)
Adjusted EBITDA from continuing operations* 551,278 661,219 186,379 229,943 (16.6%) (109,941)

* 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 are 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 2023 amounted to PLN 4,078,364 thousand. Compared to the corresponding period of the previous year, revenues increased by PLN 192,844 thousand. This increase was driven, among other things, by increased prices for soda, energy, salt products and increased capacity at the German salt works.

During three quarters of 2023, the CIECH Group's activities were focused on five business segments: Soda, Agro, Foams, Silicates, Packaging. 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 2022. Invariably, the largest share in revenues was attributed to the sales of soda segment products, i.e. 79,2%. The largest increases compared to the corresponding period were recorded for revenue from sales of salt and energy in the soda segment, while sales of glass packaging almost doubled in the packaging segment.

Sales revenues — business segments

01.01.-
30.09.2023
01.01.-
30.09.2022
01.07.-
30.09.2023
01.07.-
30.09.2022
Change I-III
2023/I-III
2022
Change IIIQ
2023/IIIQ
2022
% of total
revenues
in 2023
% of total
revenues
in 2022
Soda segment, including: 3,228,767 2,848,630 936,991 1,094,172 13.3% (14.4%) 79.2% 73.3%
Dense soda ash 1,603,126 1,498,035 501,237 581,669 7.0% (13.8%) 39.3% 38.6%
Light soda ash 319,694 349,441 93,806 127,537 (8.5%) (26.4%) 7.8% 9.0%
Salt 376,216 255,322 129,772 104,732 47.3% 23.9% 9.2% 6.6%
Sodium bicarbonate 245,021 236,066 80,674 90,879 3.8% (11.2%) 6.0% 6.1%
Energy 494,441 347,871 74,215 118,357 42.1% (37.3%) 12.1% 9.0%
Calcium chloride 16,246 18,250 5,192 3,497 (11.0%) 48.5% 0.4% 0.5%
Other products 51,224 29,564 19,396 9,160 73.3% 111.7% 1.3% 0.8%
Revenues from inter-segment
transactions
122,799 114,081 32,699 58,341 7.6% (44.0%) 3.0% 2.9%
Agro segment, including: 294,755 420,691 65,976 76,081 (29.9%) (13.3%) 7.2% 10.8%
Agro products 294,438 420,576 65,982 75,968 (30.0%) (13.1%) 7.2% 10.8%
Revenues from inter-segment
transactions
317 115 (6) 113 175.5% (105.2%) 0.0% 0.0%
Foams segment, including: 195,843 249,269 50,307 69,633 (21.4%) (27.8%) 4.8% 6.4%
Polyurethane foams 195,838 248,914 50,303 69,549 (21.3%) (27.7%) 4.8% 6.4%
Revenues from inter-segment
transactions
5 355 4 84 (98.7%) (95.6%) 0.0% 0.0%
Silicates segment, including: 329,671 394,580 87,789 187,646 (16.5%) (53.2%) 8.1% 10.2%
Sodium silicates 307,336 380,537 80,212 183,094 (19.2%) (56.2%) 7.5% 9.8%
Potassium silicates 12,359 13,371 4,345 4,316 (7.6%) 0.7% 0.3% 0.3%
Other products 9,004 200 3,071 142 4402.0% 2062.7% 0.2% 0.0%
Revenues from inter-segment
transactions
972 472 161 94 105.9% 71.3% 0.0% 0.0%
Packaging segment, including: 122,260 77,178 41,750 34,949 58.4% 19.5% 3.0% 2.0%
Glass packaging 121,496 76,220 41,573 34,620 59.4% 20.1% 3.0% 2.0%
Revenues from inter-segment
transactions
764 958 177 329 (20.3%) (46.2%) 0.0% 0.0%
Other segment, including: 144,703 109,766 45,006 38,049 31.8% 18.3% 3.5% 2.8%
Revenues from third parties 31,925 11,153 11,346 3,147 186.2% 260.5% 0.8% 0.3%
Revenues from inter-segment
transactions
112,778 98,613 33,660 34,902 14.4% (3.6%) 2.8% 2.5%
Consolidation adjustments (237,634) (214,594) (66,695) (93,863) 10.7% (28.9%) (5.8%) (5.5%)
TOTAL 4,078,364 3,885,520 1,161,124 1,406,667 5.0% (17.5%) 100.0% 100.0%

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

Gross profit on sales

Cost of goods sold for the three quarters of 2023 amounted to PLN 3,403,386 thousand, which represents an increase by PLN 301,229 thousand (i.e. by 9.7%) compared to the cost of goods sold in the three quarters of 2022, amounting to PLN 3,102,157 thousand. This increase is attributable to high prices of raw materials and energy (coal, gas, electricity) due to contracts concluded during a period of high energy commodity prices.

After the three quarters of 2023, gross profit on sales from continuing operations amounted to PLN 674,978 thousand, whereas in the same period of the previous year it amounted to PLN 783,363 thousand.

Operating profit/loss

Selling costs for the three quarters of 2023 amounted to PLN 225,474 thousand, which represents an increase by PLN 13,958 thousand as compared to PLN 211,516 thousand for the three quarters of 2022. Selling costs accounted for 5.5% of sales revenues for the three quarters of 2023, compared with 5.4% in the corresponding period of the comparable year.

General and administrative expenses for the three quarters of 2023 amounted to PLN 269,981 thousand which is an increase by PLN 50,084 thousand (i.e. by 22.8%) as compared to PLN 219,897 thousand in the three quarters of the corresponding period. The increase in costs is driven by strong inflationary pressures.

Other operating income for the three quarters of 2023 amounted to PLN 61,004 thousand which represents an increase by PLN 18,662 thousand, compared to PLN 42,342 thousand for the three quarters of 2022. In the first quarter of 2023, CIECH Soda Polska S.A. received PLN 18,734 thousand in aid from the Ministry of Development and Technology due to the high energy costs incurred in 2022 as a result of the above-average increase in energy and gas prices.

Other operating expenses for the three quarters of 2023 amounted to PLN 50,624 thousand which represents a decrease by PLN 12,749 thousand from the three quarters of 2022, when these expenses amounted to PLN 63,373 thousand.

Operating profit for the period from January to September 2023 stood at PLN 189,903 thousand, whereas in the comparative period it reached PLN 330,919 thousand.

The factors described below had a key impact on the performance of individual operating segments:

Soda Segment

In the period from January to September 2023, the Group's results in the Soda Segment were most significantly shaped by:

Positive developments:

  • Pricing based on cost formulas in a significant proportion of sales contracts.
  • Declining prices for furnace fuel (including coke) and ammonia.
  • Declining salt imports from eastern markets.
  • Stable demand levels for high-margin products, particularly salt tablets.
  • Declining energy prices allowed for margin normalisation in the salt products segment.
  • Decrease in transport costs.

Negative developments:

  • Decline in soda sales volumes due to lower demand and intensifying competition.
  • Increased salt imports from Turkey, Egypt, Morocco due to rising production costs and salt prices in Europe.
  • Reduced demand from eastern markets and noticeably lower demand for table salt.
  • The mild winter contributed to lower demand for wet salt.

Agro Segment

In the period from January to September 2023, the Group's results in the Agro Segment were most significantly shaped by:

Positive developments:

• A return to a situation of raw material availability, after recent years of challenges caused by the COVID-19, pandemic affecting the maintenance of the supply chain.

Negative developments:

  • Herbicide market collapse due to significant drop in raw material prices and high stock levels.
  • Reduced profitability of agricultural production and therefore lower willingness of farmers to invest in crops.
  • Tendency of distributors to minimize their inventory levels and reduction of consumption by farmers.
  • High competitive pressure in the industry, including high pressure from Chinese manufacturers.
  • Drought in Europe, in the southern region and in Poland, limiting the volumes of certain crops and the use of crop protection products.

Foams Segment

In the period from January to September 2023, the Group's results in the Foams Segment were most significantly shaped by:

Positive developments:

  • Falling prices for key raw materials in polyurethane foam formulations on global markets.
  • Maintenance of business relationships with key contractors.
  • Securing monthly contracts with significant customers, partially buffering the decline in orders in the industry.

Negative developments:

  • Continued low levels of upholstered furniture production dictated by low demand in Western European countries.
  • Strong price competition in the domestic polyurethane foam market.

Silicates Segment In the period from January to September 2023, the Group's results in the Silicates Segment were most significantly shaped by: Positive developments: • Decrease in gas prices and stabilisation of prices of other raw materials, while maintaining their availability on the market. • A systematic decrease in road transport costs, increased capacity in rail transport and a decrease in costs at seaports. Negative developments:

  • A decline in sodium silicate orders associated with a drop in demand for precipitated silica in Europe has forced a reduction in the melting from glassy sodium silicate furnaces.
  • Economic downturn in Europe in other industries to which the Group's products are distributed, e.g. construction, chemical, paper, detergent sectors.
  • High soda prices have resulted in reduced off-take or production shifts to other regions of the world.

Packaging Segment

In the period from January to September 2023, the Group's results in the Packaging Segment were most significantly shaped by:

Positive developments:

  • Optimization of consumption rates and, consequently, production costs, including the raw material set, in terms of improving quality and reducing costs, as well as reducing waste.
  • Gradual strengthening of collaboration with customers in the lantern market by meeting tight delivery schedules on an ongoing basis.
  • Decrease in transport costs.

Negative developments:

  • The observed reduction in demand for lanterns as a result of the increased share of headstone lamp refills sold alone.
  • The prevailing inflationary pressure driving up operating costs.

3.5.4. FINANCING ACTIVITIES AND NET PROFIT/LOSS

Financial income for the three quarters of 2023 amounted to PLN 53,331 thousand and declined compared to the corresponding period of the previous year, when it amounted to PLN 66,771 thousand.

Financial expenses for the three quarters of 2023 amounted to PLN 228,077 thousand and increased compared to the corresponding period of the previous year, when it amounted to PLN 141,858 thousand.

The negative change in the area of financial activities compared to the three quarters of 2022 was mainly due to:

  • increase in interest cost on loans by PLN 40,073 thousand,
  • higher loss on financial instruments by PLN 52,348 thousand,
  • negative exchange rate differences in the amount of PLN 28,003 thousand compared to the positive value of the balance of exchange rate differences for the three quarters of 2022 in the amount of PLN 59,579 thousand.

The consolidated net profit for three quarters of 2023 amounted to PLN 33,949 thousand (of which PLN 35,046 thousand was a net profit attributable to the shareholders of the parent company and PLN -1,097 thousand as the loss of non-controlling interest).

The decrease in profit before tax as compared to the corresponding period of 2022 resulted from, among other factors:

  • year-on-year decrease in operating profit for the three quarters of 2023 (PLN 141,016 thousand),
  • lower net result on financing activities (PLN -99,659 thousand) due to higher interest expenses, losses on financial instruments and foreign exchange losses in 2023.

Positive impact on net result was driven by income tax due to a deferred tax asset recognised for losses. The positive impact of the tax on the financial result was also increased by the settlement of the allowance for conducting business in the Special Economic Zone by CIECH Soda Polska S.A. and CIECH Vitrosilicon S.A., the generation of non-taxable income by the companies (first of all, income statutory interest in CIECH Sarzyna S.A.), as well as adjustments to the tax base and income tax resulting from submitted tax returns for previous years in CIECH S.A. On the other hand, the recognition of a provision for income tax in CIECH S.A. in the amount of PLN 31,506 thousand had a negative impact.

Factors and events that may affect future performance

The CIECH Group is pursuing its Strategy for 2022-2024, which provides for stable growth, building dividend capacity and transformation in the soda business. At the moment, the CIECH Group is convinced that the Strategy is achievable, despite the very dynamic economic and geopolitical situation. The target for the current year is to maintain the projected EBITDA (A) (Current Report 38/2023). A prerequisite for achieving this goal is the recognition of a subsidy for the energy-intensive industry in Germany in 2023 in the financial figures. The most important external factors affecting the Group include, first and foremost, the observed economic slowdown and downward pressure on prices accompanied by falling demand. Secondly, the continued high inflation rate, which has a negative impact in particular on fixed costs (mainly remuneration and third-party services). Thirdly, it should be pointed out that the challenge comes from the aggressive efforts of competitors to liquidate high inventories and, consequently, the pressure on margins on crop protection products, which significantly affects the performance of the Agro business. There is still a risk of sudden changes to the markets for energy commodities, of which the CIECH Group is a large consumer, due to the ongoing Russian aggression in Ukraine.

The Group continues to analyse the impact of external factors on the company's situation on an ongoing basis. In addition to analysing and preparing plans for prompt response to external threats, the CIECH Group focuses on the following activities:

  • in an environment of a weaker economy and intensifying competition, stabilising and ensuring steady cash flow from the soda business through better planning, optimising variable costs, focusing on the development of the sodium bicarbonate business,
  • energy transformation in soda plants to reduce CO2 emissions and environmental impact while controlling the cost of process steam,
  • commercialisation of the innovative Halvetic product in the Agro business and development of further hybrid products, as well as further geographical expansion with a continuously expanding product portfolio,
  • expansion of the salt business by entering new markets and increasing sales through new production capacity at the Stassfurt plant, as well as the introduction of higher processed products,
  • development of the silicates business, among others through the commercialisation of new production capacity and improvement of its efficiency, which will strengthen the CIECH Group's position on the European market,
  • increase of operational effectiveness due to, among others, optimisation of production costs and process improvements in the Foams business, as well as the development of new formulations, such as bio- and repolyols,
  • optimisation of costs of repairs and maintenance of assets, especially in the area of maintenance in all CIECH Group production plants through, among other things, increasing the scope of work performed internally,
  • continuous process of improving business and operational processes in all companies of the CIECH Group.

• optimisation of the CIECH Group's corporate and organisational model towards greater agility enabling quick response to the changing environment.

It should be noted that the Management Board of CIECH S.A. keeps track of and analyses scenarios of possible macroeconomic, geopolitical and pandemic (COVID-19) developments on an ongoing basis with a view to its obligations to stakeholders and the overriding objective of building the Group's long-term value.

3.5.5. ASSET POSITION OF THE CIECH GROUP

Basic consolidated balance sheet data

30.09.2023 31.12.2022 Change 2023/2022 Change 2023/2022
Total assets 7,493,910 8,092,527 (7.4%) (598,617)
Total non-current assets 4,907,871 4,900,742 0.1% 7,129
Total current assets 2,586,039 3,191,785 (19.0%) (605,746)
Inventory 677,643 771,541 (12.2%) (93,898)
Short-term intangible assets other than goodwill 731,269 515,934 41.7% 215,335
Current receivables 721,878 859,339 (16.0%) (137,461)
Cash and cash equivalents 358,936 684,969 (47.6%) (326,033)
Short-term financial assets 95,945 359,634 (73.3%) (263,689)
Non-current assets held for sale 368 368 0.0% -
Total equity 2,534,926 2,704,310 (6.3%) (169,384)
Equity attributable to shareholders of the parent 2,541,945 2,710,221 (6.2%) (168,276)
Non-controlling interest (7,019) (5,911) (18.7%) (1,108)
Total non-current liabilities 2,005,741 2,181,430 (8.1%) (175,689)
Total current liabilities 2,953,243 3,206,787 (7.9%) (253,544)

Assets

As at the end of September 2023, the Group's non-current assets amounted to PLN 4,907,871 thousand. As compared to the balance as at 31 December 2022, the value of non-current assets increased by PLN 7,129 thousand.

The Group's current assets amounted to PLN 2,586,039 thousand as at 30 September 2023. Compared to the end of December 2022, the value of current assets decreased by PLN 605,746 thousand. This change resulted from, among other factors:

  • increased short-term intangible assets due to the receipt of free CO2 emission allowances,
  • lower balance of cash accumulated in companies,
  • lower balance of derivatives with positive valuation.
  • lower balance of inventories in the agro and silicates segments.

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 facilities. The Group also uses factoring agreements.

Liabilities

As at 30 September 2023, the CIECH Group's liabilities (non-current and current) amounted to PLN 4,958,984 thousand, which is a decrease compared to the end of December 2022 by PLN 429,233 thousand.

The debt ratio amounted to 66.2% as at 30 September 2023 (at the end of December 2022 to 66.6%). The consolidated net debt of the Group amounted to PLN 1,794,439 thousand as at 30 September 2023 and increased in comparison to the balance as at the end of December 2022 by PLN 429,598 thousand. The higher level of this debt was driven by higher utilisation of available credit limits and a lower level of cash accumulated in companies due to the repayment of current liabilities and the payment of dividends by CIECH S.A..

Debt instruments currently used

The Group's sources of debt financing include: term loan, revolving credit, overdrafts as well as lease liabilities. Additional information about the management of financial resources is provided in Section 4.5. of the Management Board Report on Activities of the CIECH Group and CIECH S.A. in 2022, published on 23 March 2023.

Debt financing of the Group

As at the end of September 2023, the CIECH Group's debt financing was secured mainly through facilities made available to CIECH S.A. under facilities agreements:

  • The Facilities Agreement signed by CIECH S.A. with a banking syndicate dated 16 March 2021 with the total value of approx. PLN 2,115,000 thousand:
    • o amortised term facility in tranches in PLN and EUR in the amount of PLN 540,700 thousand and EUR 4,231 thousand (on 30 June 2023, the principal of PLN 90,027 thousand and EUR 704 thousand was repaid. The remaining amount of the amortised facility, i.e. PLN 450,673 thousand and EUR 3,527 thousand, is fully drawn down),
    • o non-amortised term facility in tranches in PLN and EUR in the amount of PLN 1,260,100 thousand and EUR 9,844 thousand (the facility is fully drawn down),
    • o revolving credit facility in the amount of up to PLN 250,000 thousand (the amount of used credit as at 30 September 2023 was PLN 167,000 thousand).
  • Overdraft facilities granted to CIECH S.A. up to PLN 150,000 thousand and EUR 20,000 thousand under agreements dated 28 and 29 August 2018 and 22 February 2023 (as at 30 September 2023, the amount used was PLN 0 thousand),
  • Overdraft agreements granted to Proplan Plant Protection Company S.L., with a total limit of EUR 1,900 thousand (as at 30 September 2023, the amount used was PLN 1,652 thousand).

The total value of facilities available to CIECH S.A. under the aforesaid agreements is PLN 2,265,465 thousand, the debt limits used amount to PLN 1,939,753 thousand (PLN 1,941,405 thousand in the CIECH Group after taking into account the debt in Proplan Plant Protection Company S.L.).

3.5.6. CASH POSITION OF THE CIECH GROUP

01.01.-30.09.2023 01.01.-30.09.2022 Change 2023/2022
Net cash from operating activities 792,969 519,376 52.7%
Net cash from investment activities (854,387) (646,923) (32.1%)
Net cash from financial activities (266,546) (21,677) (1129.6%)
Total net cash flows (327,964) (149,224) (119.8%)
Free cash flow (61,418) (127,547) 51.8%

Total net cash flows in the three quarters of 2023 was negative and amounted to PLN 327,964 thousand. Compared to the same period of the previous year, the cash flows generated by the Group were lower by PLN 178,740 thousand. Cash flows from operating activities were positive and amounted to PLN 792,969 thousand. They increased as compared to the same period in 2022 by PLN 273,593 thousand.

During three quarters of 2023, the net cash flows from investing activities were negative, which was mainly the result of expenses for an investment programme implemented by the Group and of expenses related to the purchase of CO2 certificates. The net cash from financing activities was negative and amounted to PLN 266,546 thousand. The balance of cash from financing activities resulted mainly from larger utilisation of available revolving credit facilities, repayment of the principal instalment of the term loan, repayment of lease liabilities and the payment of dividends in the amount of PLN 303,024 thousand.

01.01.-30.09.2023 01.01.-30.09.2022 Change 2023/2022
Financial surplus ((net profit/(loss) on continuing operations + depreciation) 396,014 545,900 (149,886)
Other adjustments to net profit/(loss) on continuing operations 63,627 (259,229) 322,856
Adjusted financial surplus (1+2) 459,641 286,671 172,970
Change in working capital 333,328 232,705 100,623
Net cash from operating activities (3+4) 792,969 519,376 273,593
Net cash from investing activities (854,387) (646,923) (207,464)
Free cash flow (5+6) (61,418) (127,547) 66,129

During the three quarters of 2023, the CIECH Group generated negative free cash flows i.e. it was unable to finance its capital expenditure with cash flows from operating activities.

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

Liquidity of the CIECH Group

The liquidity ratios as at 30 September 2023 have decreased compared to 31 December 2022. There was a decrease in both current assets and current liabilities.

30.09.2023 31.12.2022
Current ratio 0.88 1.00
Quick ratio 0.65 0.75

Working capital of the CIECH Group

As at the end of September 2023, 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 negative and amounted to PLN 267,510 thousand, which is an increase of PLN 163,120 thousand compared to the end of 2022.

30.09.2023 31.12.2022
1. Current assets, including: 2,586,039 3,191,785
Inventory 677,643 771,541
Trade receivables and services and advances for deliveries 332,954 376,320
2. Cash and cash equivalents and short-term investments 454,881 1,044,603
3. Adjusted current assets (1-2) 2,131,158 2,147,182
4. Current liabilities, including: 2,953,243 3,206,787
Trade liabilities and advances taken 699,490 993,942
5. Short-term credits and other current financial liabilities* 554,575 628,975
6. Adjusted current liabilities (4-5) 2,398,668 2,577,812
7. Working capital including short-term credits(1-4) (367,204) (15,002)
8. Working capital (3-6) (267,510) (430,630)
9. Trade working capital 311,107 153,919

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

Trade working capital is the difference between current assets (trade receivables and inventory) and trade liabilities. The recorded levels of working capital and trade working capital vary due to a number of factors such as the change in the scale of business, changes in key suppliers' payment terms, foreign exchange rates, the Group companies' strategic decisions regarding inventory maintenance and the seasonal nature of operations (in particular in the crop protection chemicals business).

The increase in trade working capital from PLN 153,919 thousand in 2022 to PLN 311,107 thousand as at the end of the third quarter of 2023 (a change by PLN 157,188 thousand) was mainly due to:

  • increase in inventories in the soda segment compensated by a significant decrease in the level of inventories in the agro segment,
  • at the same time, there was a decrease in current liabilities due to a lower level of reverse factoring and lower purchase costs for raw materials, mainly gas and raw materials for the production of crop protection products.

The CIECH Group's profitability ratios for continuing operations

During three quarters of 2023, profitability ratios of the CIECH Group in respect of the continuing operations reached a lower level than in the corresponding period of the previous year.

The Group's profitability ratios

The decline in profitability ratios is mainly related to the economic downturn and intensifying competition in the soda segment, as well as a significant drop in the profitability of agricultural production reducing demand for crop protection products.

01.01.-30.09.2023 01.01.-30.09.2022 Change 2023/2022
CONTINUING OPERATIONS
Gross return on sales 16.6% 20.2% (3.6) p.p.
Return on sales 4.4% 9.1% (4.7) p.p.
EBIT margin 4.7% 8.5% (3.8) p.p.
EBITDA margin 13.5% 16.6% (3.1) p.p.
Adjusted EBIT margin 4.6% 9.0% (4.4) p.p.
Adjusted EBITDA margin 13.5% 17.0% (3.5) p.p.
Net return on sales (ROS) 0.8% 6.0% (5.2) p.p.
Return on assets (ROA) 4.9% 3.5% 1.4p.p.
Return on equity (ROE) 14.4% 11.1% 3.3p.p.
Earnings/(loss) per share (in PLN) from continuing operations 0.67 4.45 (3.78)

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 slightly in comparison to December 2022 and amounts to 66,2%. The level of net debt (net financial liabilities in relation to EBITDA) increased as compared to the end of 2022.

30.09.2023 31.12.2022
Loans, borrowings and other debt instruments 1,971,321 1,865,124
Lease liabilities 137,834 135,320
Factoring liabilities 23,619 28,769
Negative net valuation of derivatives 20,601 20,597
Gross debt 2,153,375 2,049,810
Cash and cash equivalents 358,936 684,969
Net debt 1,794,439 1,364,841

The CIECH Group's debt ratios

30.09.2023 31.12.2022 Change 2023/2022
Debt ratio 66.2% 66.6% (0.4) p.p.
Long term debt ratio 26.8% 27.0% (0.2) p.p.
Debt to equity ratio 195.6% 199.2% (3.6) p.p.
Equity to assets ratio 33.8% 33.4% 0.4 p.p.
Gross debt 2,153,375 2,049,810 5.1%
Net debt 1,794,439 1,364,841 31.5%
EBITDA annualized 929,246 1,021,452 (9.0%)
Adjusted EBITDA (annualised) 923,251 1,033,191 (10.6%)
Net debt / EBITDA annualized 1.9 1.3 44.5%
Net debt / Adjusted EBITDA (annualised) 1.9 1.3 47.1%

* Principles of calculating EBITDA and adjusted EBITDA have been described in section "Ratio calculation methodology".

3.6. SIGNIFICANT RISK FACTORS

In connection with its operations, the CIECH Group is exposed to a number of risks, including financial risks. The most important risk factors are presented in details in Note 3.4 to the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2022, published on 23 March 2023.

There were no significant changes in relation to the Group's risk management policy.

For a detailed update on the Group's current position in relation to the impact of the Russian invasion of Ukraine, see Note 2.18 to this report.

Exposure to currency risk

0

500

1 000

1 500

2 000

The table below presents the estimated currency exposure of the CIECH Group in EUR (excluding figures concerning companies from the SDC Group, CIECH Salz Deutschland GmbH and Proplan) and in USD as at 30 September 2023 due to financial instruments:

Exposure to currency risk
(figures in '000 EUR and '000 USD,
as appropriate)
EUR ('000) USD ('000) Impact on the
statement of profit or
loss
Impact on the
statement of other
comprehensive
income
Assets
Loans granted sensitive to FX rate changes 313,200 - x
Trade and other receivables 7,320 2,864 x
Cash including bank deposits 3,049 990 x
Liabilities
Trade and other liabilities (7,915) (1,858) x

0,5 1 1,5 2 2,5 3 3,5 4 4,5 5 5,5 6

Exposure to currency risk
(figures in '000 EUR and '000 USD,
as appropriate)
EUR ('000) USD ('000) Impact on the
statement of profit or
loss
Impact on the
statement of other
comprehensive
income
Term loan liabilities (13,370) - x
Other liabilities in respect of credits (12) -
Forward (not designated to hedge accounting) (125,143) - x
CIRS (forward transactions isolated as part of
decomposition of CIRS)
(332,054) - x
Total exposure (154,925) 1,996

The table contains an analysis of the sensitivity of individual statement of financial position items to exchange rate changes as at 30 September 2023.

Analysis of sensitivity to currency risk
(Increase of EUR/PLN or USD/PLN exchange rate by 1 grosz)
(PLN '000) Impact on the
statement of profit or
loss
Impact on the
statement of other
comprehensive
income
EUR
Foreign-currency balance sheet items 3,023 3,023 -
Hedging instruments: Forward and CIRS (4,572) (1,251) (3,321)
USD
Foreign-currency balance sheet items 20 20 -

The CIECH Group uses derivative instruments to hedge currency risk. Details of the instruments used are described in Note 2.8 to this Report.

Credit risk

Credit risk means a threat of the counterparty not fulfilling the obligations stipulated in the agreement, exposing the lender to financial loss.

From the CIECH Group's point of view, credit risk is linked to:

  • trade receivables from customers,
  • cash and bank deposits.

The CIECH Group is exposed to credit risk connected with the credit rating of customers being parties to products and goods sales transactions. That risk is limited by using internal procedures to establish amounts of credit limits for customers and to manage trade receivables (the Group uses securities in the form of a letter of credit, bank guarantees, mortgages, receivables insurance and non-recourse factoring; approx. 8% of receivables is not insured). Customers' creditworthiness is assessed and appropriate collateral is obtained from the customers, allowing for a reduction of potential losses in the case of failure to repay the debt. Credit risk assessment for customers is performed prior to concluding an agreement and periodically at subsequent deliveries of goods in accordance with the binding procedures. On selected markets, where more risky payment deadlines are applied, the Group's companies make use of services provided by companies specialising in insuring receivables.

Credit risk connected with cash in bank and bank deposits is low as the CIECH Group enters into transactions with high-rating banks with stable market position.

Expected credit losses on: As at 01.01.2023 Increases Decreases Foreign exchange
differences
As at 30.09.2023
Long-term receivables in relation to caverns (66) - - 1 (65)
Trade receivables (43,700) (1,976) 4,552 191 (40,933)
Factoring receivables (483) (19) 469 - (33)
Cash and cash equivalents (211) (181) 136 4 (252)
TOTAL (44,460) (2,176) 5,157 196 (41,283)

Liquidity risk

The CIECH Group is exposed to risk connected with maintaining liquidity due to the considerable value of external financing (due to the term loans, working capital facilities and lease and factoring agreements), the limited ability to obtain new financing in the event of a deterioration in market conditions and due to the existing high level of indebtedness and the risk of losing the existing long-term financing as a result of violating covenants stipulated in the bond issue terms and loan agreements.

The following measures are applied to reduce liquidity risk:

  • current monitoring of liquidity and net debt of the CIECH Group,
  • cash flow planning in the short and medium term, taking into account debt maturities
  • diversification of external funding sources
  • monitoring and optimisation of the level of working capital,
  • adjusting the level and schedule of capital expenditure,
  • intragroup borrowings and sureties for the liabilities of the Group's companies,
  • current monitoring of the settlement of liabilities under the loan agreements conditions.

The Group's debt financing is ensured primarily by the term loans. In addition, a revolving credit facility in the amount of PLN 250 million, constituting an additional source of current liquidity and working capital financing (as at 30 September 2023, the facility was drawn down in the amount of PLN 167 million), and overdraft facilities in the total amount of PLN 150 million and EUR 21.9 million (as at 30 September 2023, they were drown down in the amount of PLN 1.6 million) have been made available to the Group.

The table below presents financial liabilities at face value grouped by maturity.

30.09.2023 Carrying
amount
Contractual
cash flows
Less than
6 months
up to 12
months
1-2 years 2-5 years More than
5 years
Other financial liabilities: (2,693,387) (3,005,520) (1,054,478) (161,693) (311,276) (1,478,074) -
Trade liabilities (698,448) (698,448) (698,448) - - - -
Credits and loans (1,971,320) (2,283,453) (332,411) (161,693) (311,276) (1,478,074) -
Factoring (23,619) (23,619) (23,619) - - - -
Lease liabilities (137,834) (252,584) (17,810) (13,926) (41,083) (15,773) (163,992)
Hedging derivatives with negative value (87,628) (156,645) (82,574) - (74,072) - -
Derivatives with negative value (20,601) (20,601) (20,601) - - - -
TOTAL (2,939,451) (3,435,350) (1,175,463) (175,619) (426,430) (1,493,847) (163,992)

Information on the levels of liquidity ratios is provided in Note 3.5.7 to this report.

A detailed description of information on financial risks is provided in Note 8.3 to the Consolidated Financial Statements of the CIECH Group for 2022, published on 23 March 2023.

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

On 25 May 2023, the CIECH Group published a forecast of results for 2023. The Management Board of CIECH S.A. forecasts that in 2023 the CIECH Group will achieve:

  • consolidated sales revenues: between PLN 5,950 million and PLN 6,350 million;
  • consolidated adjusted EBITDA: between PLN 860 million and PLN 920 million.

The forecast was prepared on the basis of the current market situation and the operational and financial situation of the CIECH Group. An expected significant support for the full-year result is the subsidy for energy costs in Germany.

After three quarters of 2023, the CIECH Group upholds the forecast published.

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.

Factors Description
Situation in industries of
recipients of products of the
Group in Poland
Poland is the largest sales market of the CIECH Group. The direct and indirect, most important
domestic recipients of the Group's products include: glass industry, various chemical industries,
furniture, agriculture, construction, food and automotive 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 9 months of 2023 decreased by 1.9% year on year (in 2022 — an increase by 12.3%). After 9
months of 2023, the relevant dynamics of production in the industries of significant importance to
the Group's activities (as receiving or target markets) were as follows: manufacture of motor vehicles
(increase by 17.2%); manufacture of food products (decrease by 0.5%); manufacture of rubber and
plastic products (decrease by 3.0%); construction and assembly output (increase by 2.3%, including
construction of buildings - decrease by 8.1%); manufacture of furniture (decrease by 8.7%, including
furniture used for sleeping - decrease by approx. 6% in terms of volumes); manufacture of chemicals
and chemical products (decrease by 15.0%).
As a result of the rebound after the first period of the COVID-19 pandemic, the Polish economy was
still developing at a fairly strong pace in 2022 (GDP growth of 5.1% according to CSO data). By the
end of last year, however, there was already a clear weakening of this trend due to high energy prices
and rapidly rising inflation (limiting consumption). In 2023, a further significant downturn is observed
(also affecting the chemical industry) and marginal GDP growth of +0.5% is projected (with high
forecast uncertainty related to the war between Russia and Ukraine, inflation and volatile energy
prices). A clear return to growth is projected for 2024 (with GDP growth of 2%-2.5%).
Similar trends may be expected in the chemical industry which 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.
As a result of the war between Russia and Ukraine (and in view of the escalating risks relating in
particular to the energy and food markets and high inflation), all analytical centres have frequently
revised their macroeconomic projections both last year and this year. Analysis by the International
Monetary Fund in October 2023 shows that growth in the global economy weakened markedly over
the past year (GDP increase of 3.5% compared to 6.3% in 2021) and this year global GDP will grow
by only 3.0%. Among the large highly developed economies, the greatest slowdown is recorded in
the European Union (+0.7% of GDP in 2023), with higher growth rates projected for the USA (+2.1%)
and Japan (+2.0%). India (+6.3%), China (+5.0%) and ASEAN countries (+4.2%) grow above average.
Among other major developing countries, a relatively low GDP rate in 2023 is expected in Russia
(2.2%). The IMF expects no acceleration in the growth rate of the global economy for 2024 (+2.9% of
GDP).

Factors Description
The war in eastern Europe is also causing production constraints and growing uncertainty in the
European chemical industry. This is due to the fact that this sector is highly energy-intensive and
relies on raw materials such as oil and gas. With the prolonged conflict between Russia and Ukraine,
projections are also being revised every few months for the chemical industries. According to
assessments by the European Chemical Industry Council (CEFIC) published in July this year, the
decline in the European Union's chemical output could reach 8% throughout 2023. Similar
predictions are also presented by the German Chemical Industry Association (VCI) for the chemical
sector in Germany.
In turn, from the point of view of the global chemical sector, the ACC (American Chemistry Council)
projects that global chemical output will grow by just 0.6% this year, mainly due to positive growth
in Asia (with declines in Europe and America).
For the European construction sector, the current year is characterised by a very clear downturn.
According to Euroconstruct's projections made in June this year, construction output in Western and
Central Europe will see negative growth rates both this year and the next (-1.1% in 2023 and -0.7%
in 2024, respectively, compared to an increase of 3% in 2022). The unfavourable situation in the
construction industry (mainly housing construction) is primarily to be attributed to high inflation and
rising credit costs. Positive dynamics in this sector are not expected until 2025.
Due to the fact that costs of raw materials account for a large share of total costs of the Group, the
situation on key 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 the entire EU's import of coal is about
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 process steam and electricity in soda plants in Poland. The
Group's suppliers are Polish mines and foreign suppliers, and the price of thermal coal for the CIECH
Group depends in the long term on the European and global demand and supply situation. 2022
brought unprecedented levels of natural gas prices and a resulting increase in coal demand and
prices. The supply situation was further exacerbated by the suspension of coal imports from Russia
to the European Union, which affected, to a large extent, the domestic market, which is heavily
dependent on imports from that country. Increased demand has significantly reduced mine
inventories, which dropped to historically low levels in 2022, whereas there has been a gradual
recovery since the end of the heating season in 2023. The first quarter of 2023 saw reductions in coal
prices on global markets. This trend continued in the second quarter and brought prices down to
pre-2022 levels, and in the third quarter we have observed a small seasonal price increase related to
the rebuilding of coal stocks before winter. To maintain the security of production continuity, the
CIECH Group diversifies coal supplies between domestic and foreign sources. Supplies from domestic
sources are usually based on annual and long-term contracts, which secure the Group's basic
demand, but have greater price inertia, which in the current situation means maintaining a higher
price level in these contracts compared to market prices. This is done at the cost of limiting the ability
to take advantage of more attractive short-term offers. However, the Company is in the process of
renegotiating this long-term contract in order to return to competitive market conditions.
Gas – the main energy resource used by the combined heat and power plant at the Stassfurt plant.
For the Stassfurt plant, gas is supplied on the basis of bilateral supply contracts and short-term (spot)
purchases. The gas market situation depends on a number of factors, such as the price of oil, the
available supply of gas and how full the gas tanks are, the availability and situation on the global LNG

electricity are generated, which is also sold outside the Group.

markets, the demand for gas due to the current weather situation, industrial and consumer demand and the current share of gaseous fuel in the energy mix. In the gas combustion process, steam and

Due to the high level of filling of gas storage facilities, the relatively high temperatures in the winter season of 2022/2023 and due to the low level of industrial and consumer demand with the availability of LNG, there were significant decreases in gas market prices in the period up to the end

Factors Description
of the third quarter of 2023. Due to the reduced supply of natural gas following the suspension of
Russian gas imports to European countries, gas prices are subject to significant fluctuations
depending on the demand outlook and supply factors in global markets.
Since Europe imports a significant part of its gas, and last year's energy crisis resulted from limited
supplies from the largest source of gas imports, European markets are very sensitive to the increase
in risk related to gas supply. Recently, we were able to, among others: observe that the beginning of
the conflict between Israel and Hamas (October 7) and the damage to the gas pipeline between
Estonia and Finland (October 8) resulted in an increase in TTF gas prices from EUR 30-35/MWh to
EUR 45-55/MWh. The exact individual impact of both events is difficult to estimate because they
occurred in quick succession, making it impossible to fully understand how much each event affected
gas prices.
Forward contracts (in the form of financial instruments or as fixed-price delivery contracts) are used
to hedge the market risk of gas prices, in accordance with the CIECH Group's market risk
management policy.
Furnace fuel (coke/anthracite) – 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, Poland is one of the leading producers (it is the
largest exporter of this material on our continent), and large quantities of coke are also produced in
Germany and the Czech Republic. In its business activity, the Group may use anthracite as a
substitute for coke. The main source of anthracite for Europe was Russia. Due to the high cost of
purchasing coke in 2022, the Group has significantly increased the share of anthracite in the furnace
mix and explored alternative supply routes for this material and is prepared to continue importing it
under favourable conditions of price differential between the two raw materials. With the steel
industry's demand for coke falling, the price of this raw material is decreasing, enabling it to compete
effectively with anthracite in terms of cost. This situation occurred in the first quarter of 2023, with
a limited increase in coke prices in the second quarter and a downward trend reappearing in the
third quarter.
Oil-derivative raw materials – used primarily in the Foams Segment, are linked to oil prices, but with
a strong short-term impact of the demand/supply situation in the market. 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 euro (EUR) and US dollar
(USD)
The CIECH Group's main source of exposure to foreign currency risk is related to EUR and USD, in
which sales and purchases related to operating and investment activities are made. In addition, the
Group has significant exposure to EUR in relation to loans, credit facilities, cash held and financial
instruments entered into. The third quarter of 2023 saw a significant weakening of the PLN against
the EUR, which, among other things, resulted in significant foreign exchange gains on the valuation
of loans granted in EUR and a negative change in the valuation of currency financial instruments
contracted. The strengthening of the EUR against the PLN had a positive impact on the level of
foreign currency revenues denominated in PLN. For detailed information on the impact of exchange
rate changes on the income statement and on the statement of other comprehensive income, see
the note on currency risk exposure for EUR and USD.
Volume of chemical production
capacity on markets where the
CIECH Group operates
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 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.
Information published in recent years and months shows that on a global scale, especially from 2023,
a gradual increase in the power of soda ash can be observed (mainly in China and the USA).
Significantly large increases in production capacity are planned for the period 2023-2027 in China,
Turkey, India and the USA. They will mainly concern natural soda. Looking at the pace of
implementation of already operationalized projects, it should be assumed that the implementation
of these projects will be extended. The new capacity will allow for gradual coverage of the ever-

Factors Description
growing demand for soda ash and will reduce the use of global production capacity to historical
levels, from the record high of 2022.
Environmental requirements REACH system implementation
In accordance with the REACH regulation, the Group's companies producing substances in quantities
exceeding 1 tonne p.a. have completed the registration of these substances by defined deadlines,
which enables them to continue their operations in the current scope.
If it is necessary for business reasons to import a substance, e.g. a raw material, and it is not possible
to purchase from a registered source, steps are taken to register the substance as an importer.
Emission trading system
Some CIECH Group production companies are covered by the greenhouse gas emissions trading
scheme. External analyses performed by the CIECH Group companies indicate that the amount of
free CO2 emission allowances in the 3rd settlement period (2021-2030) is 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 CO2 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

From the date of publication of the last interim report, i.e. the Extended consolidated report of the CIECH Group for the first half of 2023 on 7 September 2023 until the submission of this report, information was received from shareholders of CIECH S.A. about a change in the ownership status to (+) or to (-) causing a change in the ownership structure of significant blocks of CIECH S.A. shares. Therefore, to the best knowledge of CIECH S.A., as at the day of approving this report, 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
Luxembourg1
Ordinary bearer 50,290,864 50,290,864 95.43% 95.43%
Other Ordinary bearer 2,409,045 2,409,045 4.57% 4.57%

1 In accordance with information dated 13 October 2023 provided by Shareholder under Article 69 and Article 69a 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 60/2023).

In the previous reporting period, Nationale-Nederlanden Fundusz Emerytalny was also a significant Shareholder (7.81% - 4,115,149 shares), and on 3 October 2023 it submitted a notice of sale of its entire shareholding in CIECH S.A. on 28 September 2023. (Cr 59/2023).

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

As at the date of publication of the Extended consolidated quarterly report of the CIECH Group for the three quarters of 2023, i.e. as at 16 November 2023, the following managers and supervisors held shares of CIECH S.A. (and this situation did not change in the period from the publication of the most recent statements, i.e. the Extended consolidated report of the CIECH Group for the first half of 2023, published on 7 September 2023):

Number of shares held as at the publication date

Supervisory Board of CIECH S.A.: As at
16 November 2023
As at
7 September 2023
Sebastian Kulczyk – Chairman of the Supervisory Board of CIECH S.A. 50,290,864 40,947,891

Other Members of the Management Board of CIECH S.A , Members of the Supervisory Board of CIECH S.A and the Managing Director of CIECH S.A. did not hold shares in the company.

As at 30 September 2023 and the date of approval of this report, managers and supervisors of CIECH S.A. 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 most recent statements, i.e. the Extended consolidated report of the CIECH Group for the first half of 2023, published on 7 September 2023.

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 2023, the CIECH Group did not have any significant disputed liabilities of CIECH S.A. and CIECH S.A.'s subsidiaries, pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies, except for the cases described in Note 2.13, in "Audits of tax settlements at the CIECH Group and related contingent liabilities".

3.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP

As at 30 September 2023, the CIECH Group did not hold any significant disputed receivables of CIECH S.A. and CIECH S.A.'s subsidiaries, pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies, except for the case described in Note 2.13, in "Contingent assets and liabilities, including sureties and guarantees".

In addition, on 31 January 2023, CIECH Salz Deutschland GmbH filed a lawsuit against EVATHERM AG at the Magdeburg District Court for the payment of approximately EUR 20 million (including interest and legal costs). The lawsuit was filed due to improper performance of the contract, delayed commissioning of the installation and problems with the operation of the installation and the production process at the CIECH Salz Deutschland evaporated salt plant located in Staßfurt, launched in 2021. For details, see current report No 4/2023.

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 Note 2.13 hereto and in Note 9.2. Consolidated Financial Statements of the CIECH Group for 2022, published on 23 March 2023.

Letters of support

As at 30 September 2023, 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 Innogy Gas Storage NWE GmbH ("Innogy") 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 62.7 million from Innogy by 30 September 2023. 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 Innogy resulting from the abovementioned agreement.

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 Note 2.11 hereto and Note 9.2. Consolidated Financial Statements of the CIECH Group for 2022, published on 23 March 2023.

QUARTERLY FINANCIAL INFORMATION OF THE PARENT COMPANY CIECH S.A. FOR THE PERIOD OF 9 MONTHS ENDED 30 SEPTEMBER 2023

Prepared in accordance with International Financial Reporting Standards as endorsed by the European Union

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

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

01.01.-30.09.2023 01.01.-30.09.2022 01.07.-30.09.2023 01.07.-30.09.2022
CONTINUING OPERATIONS
Sales revenues 2,036,879 1,874,665 641,998 743,766
Cost of sales (1,747,003) (1,552,118) (526,495) (612,260)
Gross profit on sales 289,876 322,547 115,503 131,506
Other operating income 4,197 14,614 1,444 11,295
Selling costs (108,930) (124,005) (37,139) (44,305)
General and administrative expenses (107,734) (92,869) (36,019) (27,505)
Other operating expenses (3,993) (9,462) (1,538) (5,054)
Operating profit 73,416 110,825 42,251 65,937
Financial income 618,519 497,088 (1,550) 155,011
Financial expenses (226,702) (164,567) (13,923) (78,051)
Net financial income/(expenses) 391,817 332,521 (15,473) 76,960
Profit before tax 465,233 443,346 26,778 142,897
Income tax (70,463) (33,350) (6,424) (11,681)
Net profit on continuing operations 394,770 409,996 20,354 131,216
DISCONTINUED OPERATIONS - -
Net profit on discontinued operations - - - -
Net profit for the period 394,770 409,996 20,354 131,216
Earnings per share (in PLN):
Basic 7.49 7.78 0.39 2.49
Diluted 7.49 7.78 0.39 2.49
Earnings per share (in PLN) from continuing operations: - -
Basic 7.49 7.78 0.39 2.49
Diluted 7.49 7.78 0.39 2.49

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

01.01.-30.09.2023 01.01.-30.09.2022 01.07.-30.09.2023 01.07.-30.09.2022
Net profit for the year 394,770 409,996 20,354 131,216
Other comprehensive income before tax that may be reclassified to
the statement of profit or loss
(891) (9,916) 137 (14,916)
Cash flow hedge reserve (891) (9,916) 137 (14,916)
Other comprehensive income before tax that may not be
reclassified to the statement of profit or loss
- - - -
Income tax attributable to other comprehensive income 169 1,885 (26) 2,835
Income tax attributable to other comprehensive income that may be
reclassified to the statement of profit or loss
169 1,885 (26) 2,835
Other comprehensive income net of tax (722) (8,031) 111 (12,081)
TOTAL COMPREHENSIVE INCOME 394,048 401,965 20,465 119,135

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

30.09.2023 31.12.2022
ASSETS
Property, plant and equipment 14,696 14,735
Rights to use an asset 27,237 25,178
Intangible assets 86,463 82,123
Long-term financial assets 3,540,180 3,463,773
Total non-current assets 3,668,576 3,585,809
Inventory 11,175 11,557
Short-term financial assets 1,070,505 939,376
Income tax receivables - 43,755
Trade and other receivables 378,641 318,743
Cash and cash equivalents 221,661 390,907
Total current assets 1,681,982 1,704,338
Total assets 5,350,558 5,290,147
EQUITY AND LIABILITIES
Share capital 287,614 287,614
Share premium 470,846 470,846
Cash flow hedge reserve 4,538 5,260
Actuarial gains (106) (106)
Other reserve capitals 1,066,387 422,699
Retained earnings 394,770 946,712
Total equity 2,224,049 2,133,025
Loans, borrowings and other debt instruments 1,579,432 1,671,280
Lease liabilities 23,517 21,250
Other non-current liabilities 19,478 106,685
Employee benefits reserve 798 823
Deferred income tax liability 25,261 8,496
Total non-current liabilities 1,648,486 1,808,534
Loans, borrowings and other debt instruments 789,940 587,175
Lease liabilities 6,200 5,670
Trade and other liabilities 568,319 704,207
Income tax liabilities 56,629 3,117
Employee benefits reserve 323 346
Other provisions 56,612 48,073
Total current liabilities 1,478,023 1,348,588
Total liabilities 3,126,509 3,157,122
Total equity and liabilities 5,350,558 5,290,147

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

01.01.-30.09.2023 01.01.-30.09.2022
Cash flows from operating activities
Net profit for the period 394,770 409,996
Amortisation/depreciation 16,551 16,282
Recognition of impairment allowances 1,091 3,414
Foreign exchange (profit) /loss 19,501 (58,727)
(Profit) / loss on investment activities 707 401
(Profit) / loss on disposal of property, plant and equipment 99 (14)
Dividends and interest (243,410) (255,538)
Income tax 70,463 33,350
Change in liabilities due to loan arrangement fee 2,132 1,867
Value of derivatives (51,985) (22,730)
Other - (28)
Cash from operating activities before changes in working capital and provisions 209,919 128,273
Change in receivables 27,192 (141,739)
Change in inventory 382 3,354
Change in current liabilities (151,151) 155,581
Change in provisions and employee benefits 15,685 6,408
Cash generated from operating activities 102,027 151,877
Interest paid (93,346) (47,925)
Interest cost hedging effect 961
Income tax (paid) 36,543 (17,140)
Net cash from operating activities 46,185 86,812
Cash flows from investment activities
Disposal of a subsidiary - -
Disposal of intangible assets and property, plant and equipment 2,107 1,462
Dividends received 228,131 288,182
Interest received 85,362 39,502
Proceeds from repaid borrowings 410,188 191,542
Other inflows - 19,000
Acquisition of a subsidiary (1) -
Acquisition of intangible assets and property, plant and equipment (21,489) (20,403)
Acquisition of financial assets (2,639) (2,982)
Raise capital expenditures and extra charge on capital (33,380) (10)
Borrowings paid out (599,967) (582,897)
Cash pooling outflows* (44,141) (10,397)
Net cash from investment activities 24,171 (77,001)
Cash flows from financial activities
Proceeds from loans and borrowings 304,500 -
Cash pooling inflows* 2,512 52,547
Dividends paid to parent company (303,024) -
Repayment of loans and borrowings (238,166) (41,000)
Payments of lease liabilities (7,355) (5,689)
Net cash from financial activities (241,533) 5,858
Total net cash flows (171,177) 15,669
Cash and cash equivalents as at the beginning of the period 390,907 467,475
Impact of foreign exchange differences 1,931 763
Cash and cash equivalents as at the end of the period 221,661 483,907

*Cash pooling – presentation in cashflow:

Investing activities – the company presents the change in receivables from cash pooling

Financing activities – the company presents the change in liabilities on account of cash pooling

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

Share capital Share premium Cash flow
hedge reserve
Other reserve
capitals
Actuarial gains Retained
earnings
Total equity
01.01.2023 287,614 470,846 5,260 422,699 (106) 946,712 2,133,025
Transactions with shareholders included directly in equity - - - 643,688 - (946,712) (303,024)
Reserve fund - - - 643,688 - (643,688) -
Dividend payment - - - - - (303,024) (303,024)
Total comprehensive income for the period - - (722) - - 394,770 394,048
Net profit / (loss) for the period - - - - - 394,770 394,770
Other comprehensive income - - (722) - - - (722)
30.09.2023 287,614 470,846 4,538 1,066,387 (106) 394,770 2,224,049
01.01.2022 287,614 470,846 20,085 422,699 (150) 413,507 1,614,601
Total comprehensive income for the period - - (8,031) - - 409,996 401,965
Net profit / (loss) for the period - - - - - 409,996 409,996
Other comprehensive income - - (8,031) - - - (8,031)
30.09.2022 287,614 470,846 12,054 422,699 (150) 823,503 2,016,566

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

5.1. BASIS OF PREPARATION OF THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A.

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 29 March 2018 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 2018.757 of 2018). These financial statements present the financial position of CIECH S.A. as at 30 September 2023 and as at 31 December 2022, results of the Company's operations and cash flows for the period of 9 months ended 30 September 2023 and 30 September 2022, and were approved by the Management Board of CIECH S.A. on 16 November 2023.

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 2023.

5.2. ADOPTED ACCOUNTING PRINCIPLES

The CIECH S.A.'s accounting principles are described in the Financial Statements of CIECH S.A. for 2022, published on 23 March 2023. The aforementioned Financial Statements include 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.

CIECH S.A. 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 separate financial statements of CIECH S.A. was presented in the Financial Statements of CIECH S.A. for the year 2022, published on 23 March 2023.

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 Note 2.5 / net revenues from sales
of products, services, goods and materials for a given period
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 Note 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 Note 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 (annualised)/total assets at the end of a given period
return on equity
(ROE)
net profit (annualised)/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, borrowings (plus overdraft) and other debt instruments (leases + liabilities from negative
valuation of derivatives calculated separately for each derivative + factoring liabilities) less cash and cash equivalents
gross financial liabilities liabilities from loans, borrowings (plus overdraft) and other debt instruments (leases + liabilities from negative
valuation of derivatives calculated separately for each derivative + factoring liabilities)

REPRESENTATION BY THE MANAGEMENT BOARD

This Extended consolidated report of the CIECH Group for the three quarters of 2023 was approved by the Management Board of CIECH S.A. on 16 November 2023.

Kamil Majczak

President of the Management Board of CIECH Spółka Akcyjna

(signed on the polish original) (signed on the polish original)

Marcin Puziak

Member of the Management Board of CIECH Spółka Akcyjna

(signed on the polish original)

Katarzyna Rybacka

Chief Accountant of CIECH Spółka Akcyjna

Warsaw, 16 November 2023

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