Current Report No.: 1/2018

Date of preparation: 2018-01-09

Abbreviated name of the Issuer: CIECH S.A.

Subject: The conclusion of the amendment and restatement agreement concerning the senior term and revolving facilities agreement and the release of the security interests established over the assets of CIECH S.A. and its subsidiaries.

Legal basis: Article 17.1 of the MAR - Inside Information

Report:

The Management Board of CIECH S.A., with its registered office in Warsaw (the 'Company' or the 'Issuer'), hereby announces the following in relation to current report No. 17/2017 dated 9 November 2017 on the commencement of negotiations related to an amendment to a facilities agreement and in connection with current report No. 60/2012 dated 28 November 2012 on, inter alia, the conclusion of an intercreditor agreement on 28 November 2012 and in connection with current report No. 38/2015 dated 30 October 2015 regarding the conclusion of a facilities agreement and the granting of guarantees by the Issuer's subsidiaries (the 'Facilities Agreement Current Report'). On the date of this report, the Company successfully completed negotiations that resulted in the execution of the following documents, inter alia: (i) an amendment and restatement agreement concerning the senior term and revolving facilities agreement for up to PLN 1,590,000,000 dated 29 October 2015 that was concluded by and between, inter alia, the Issuer, its selected subsidiaries, Bank Handlowy w Warszawie S.A. as agent, Powszechna Kasa Oszczędności Bank Polski S.A. as security agent and certain other financial institutions (the 'SFA' or the 'Facilities Agreement') (the 'SFA Amendment Agreement') and an amendment and restatement agreement concerning the intercreditor agreement dated 28 November 2012 concluded by and between, inter alia, the Issuer, its selected subsidiaries, Bank Handlowy w Warszawie S.A. and Powszechna Kasa Oszczędności Bank Polski S.A. as security agent (the 'ICA') (the 'ICA Amendment Agreement'); and (ii) the global deed of release.

The SFA Amendment Agreement

The following entities remain parties to the Facilities Agreement, as amended and restated by the SFA Amendment Agreement: CIECH S.A. and the following of its subsidiaries: CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda Deutschland GmbH & Co. KG, CIECH Energy Deutschland GmbH and CIECH Soda Romania S.A., as well as a consortium of financial institutions that includes both the banks that were parties to the original Facilities Agreement, i.e. Bank Handlowy w Warszawie S.A., Bank Millennium S.A., Bank Zachodni WBK S.A., Credit Agricole Bank Polska S.A., Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Oddział w Polsce, HSBC Bank Polska S.A., Powszechna Kasa Oszczędności Bank Polski S.A., and the following banks that have joined the consortium: Bank BGŻ BNP Paribas S.A., HSBC Bank plc and mBank S.A.

The most important changes effected under the SFA Amendment Agreement include:

1. the extension of the maturity of the term and revolving facilities provided under the Facilities Agreement from 25 November 2020 until 31 December 2022;

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

3. a change in the repayment schedule of the term facility provided under the Facilities Agreement by replacing it with depreciation of the term facility amounting to 26.12% of the original amount lent on 30 December 2021 and 26.12% of the original amount lent under the term facility on 30 September 2022, and the repayment of the remaining amount of the term facility on 31 December 2022.

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

The coming into effect of the amendments introduced under the SFA Amendment Agreement has been made conditional on the fulfilment of certain conditions precedent, which are standard conditions customarily used for these types of transactions.

Release of security interests

In performance of the financial institutions' commitments under the original Facilities Agreement, the security package under the SFA and the ICA has been limited to:

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

2) a registered pledge over a collection of moveable assets and property rights of the Issuer;

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

4) a pledge over shares in CIECH Energy Deutschland GmbH;

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

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

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

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

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

Certain other security interests that were established to secure the receivables of the financial institutions under the Facilities Agreement have been released, and the other members of the Issuer's group that are obligors under the finance documentation have been released from the relevant obligations.

Legal basis: article 17.1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on Market Abuse (the Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union L No. 173, p. 1) (the 'MAR').

Signatures of the Company's representatives:

Maciej Tybura - President of the Management Board

Artur Osuchowski - Member of the Management Board

Ciech SA published this content on 09 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 09 January 2018 13:54:05 UTC.

Original documenthttps://ciechgroup.com/en/relacje-inwestorskie/reports/current-reports/2017/012018/

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