Ciech S.A.

Remuneration Information • Feb 26, 2019

Text of the report:

The Management Board of CIECHS.A. (the "Company") informs that on 26 February 2019, theSupervisory Board of the Company passed a resolution approving thethree-year Long-Term Incentive Plan of the CIECH Group for 2019-2021 forthe key management of the CIECH Group (the "Plan").

The intention of the Plan introduction is toharmonise activities of the key managers of the CIECH Group with theachievement of objectives contained in the CIECH Group Strategy for 2019- 2021. Additionally, its goal is to motivate the management team totake action aimed at further development of the CIECH Group after 2021,as well as professionalisation of management and keeping the key membersof the management of the CIECH Group. As a consequence, the Plan is toensure a stable increase in shareholder value.

The main criterion for the Plan implementation willbe the achievement of a value growth by the CIECH Group in 2019-21 ("GeneratedValue") at a level of at least 11% of the reference year, i.e. 2018.The Generated Value will be calculated as the difference in value of theCIECH Group (the "CIECH Group Value") generated at the endof 2021, compared with the same value at the end of 2018. The CIECHGroup Value will be measured using the so-called TSR (Total ShareholderReturn) indicator, taking into account among others: normalised CIECHGroup's EBITDA, assumed multiplier for the CIECH Group's normalisedEBITDA, consolidated net debt of the CIECH Group, the value of dividendspaid, and cash inflows/outflows due to the issue/redemption of shares ofthe Company. The CIECH Group Value will be calculated on the basis offinancial data disclosed in the audited consolidated financialstatements of the CIECH Group. If the Generated Value is at a minimumlevel of 11% of the reference year (2018), a bonus pool will be createdin the amount equal to 12% of the Generated Value. The bonus pool willbe paid out in 2022-2024, in equal parts each year.