Ciech S A : .PDF 1.1 Announcement on the clarification of item 17 of the agenda of the Annual General Meeting

Announcement on the clarification of item 17 of the agenda of the Annual General Meeting of

CIECH S.A. convened on 22 June 2021

The Management Board of CIECH S.A. herewith clarifies item 17 of the agenda of the Annual General Meeting of CIECH S.A. convened on 22 June 2021 at 11:00 a.m. at the registered office of the company in Warsaw at Wspólna 62, by replacing the item with the following new wording:

"17. Adoption of resolutions on amendments to the Articles of Association regarding among others, granting the Management Board the authorisation to increase the share capital of the Company within the limits of its authorised capital, through the issue of shares of new series and the issue of subscription warrants, with the option of excluding the right of the existing shareholders to acquire the issued shares and warrants, in part or in full, as well as to apply for admission to trading on the regulated market and dematerialisation of shares issued as part of the issue of new series and to amend the Articles of Association in connection with the exercise of the rights arising from such authorisation."

The existing wording of item 17 was as follows:

"17. Adoption of a resolution on amendments to the Articles of Association of CIECH S.A.".

In consideration of the above change, acting pursuant to § 17 section 5 of the Articles of Association of CIECH S.A., the Management Board of CIECH S.A. herewith defines the amended (clarified) agenda of the Annual General Meeting of CIECH S.A.:

AMENDED AGENDA:

1. The opening of the Annual General Meeting of Shareholders.
2. Election of the Chairman of the Annual General Meeting of Shareholders.
3. Determination that the Annual General Meeting of Shareholders was duly convened and is capable of adopting resolutions.
4. Adoption of the agenda.
5. Consideration of the Report of the Management Board on the activity of CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of CIECH Group for 2020.
6. Consideration of the Separate Financial Statements of CIECH S.A. for financial year 2020.
7. Consideration of the Consolidated Financial Statements of CIECH Group for financial year 2020.
8. Consideration of the Report of the Supervisory Board of CIECH S.A. on the activity in financial year 2020, including a report on the results of evaluation of reports on the activity of CIECH Group and CIECH S.A. for 2020, financial statements of CIECH S.A. and CIECH Group for 2020, taking into account the assessment of the internal control system and the system for the management of

CIECH S.A.	Konto bankowe:
ul. Wspólna 62	Citibank Handlowy SA
00-684 Warszawa	VI Oddział w Warszawie
tel. [phone]	93 1030 1061 0000 0000 0034 0001
faks ([phone]
[e-mail]	REGON: 011179878
www.ciechgroup.com	NIP: 118-00-19-377
	BDO: 000015168

Rejestr przedsiębiorców:

Sąd Rejonowy dla m.st. Warszawy XII Wydział Gospodarczy Krajowego Rejestru Sądowego

KRS: 0000011687

263 500 965,00 zł (wpłacony w całości)

risks which are significant to the Company, as well as the proposal of the Management Board regarding the distribution of net profit of CIECH S.A. for 2020.

1. Adoption of a resolution on the approval of the Report of the Management Board on the activities of CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of CIECH Group for 2020.
2. Adoption of a resolution on the approval of the Separate Financial Statements of CIECH S.A. for financial year 2020.
3. Adoption of a resolution on the approval of the Consolidated Financial Statements of CIECH Group for financial year 2020.
4. Adoption of a resolution on the approval of the Report of the Supervisory Board of CIECH S.A. on the activity in financial year 2020, including a report on the results of evaluation of reports on the activity of CIECH Group and CIECH S.A. for 2020, financial statements of CIECH S.A. and CIECH Group for financial year 2020, taking into account the assessment of the internal control system and the system for the management of risks which are significant to the Company, as well as the proposal of the Management Board regarding the distribution of net profit of CIECH S.A. for 2020.
5. Adoption of a resolution on the approval of the distribution of net profit for financial year 2020.
6. Adoption of a resolution on the granting to members of the Management Board of acknowledgement of the fulfilment of their duties in financial year 2020.
7. Adoption of a resolution on the granting to members of the Supervisory Board of acknowledgement of the fulfilment of their duties in financial year 2020.
8. Adoption of a resolution on the opinion of the Report of the Supervisory Board of CIECH S.A. on remunerations in 2019 and 2020.
9. Adoption of resolutions on amendments to the Articles of Association regarding among others granting the Management Board the authorisation to increase the share capital of the Company within the limits of its authorised capital, through the issue of shares of new series and the issue of subscription warrants, with the option of excluding the right of the existing shareholders to acquire the issued shares and warrants, in part or in full, as well as to apply for admission to trading on the regulated market and dematerialisation of shares issued as part of the issue of new series and to amend the Articles of Association in connection with the exercise of the rights arising from such authorisation.
10. Adoption of a resolution on granting authorisation to the Supervisory Board of CIECH S.A. to adopt the consolidated text of the Articles of Association of CIECH S.A.
11. Adoption of a resolution on amending of the Regulations of the General Meeting.
12. Closure of the General Meeting.

Rationale for item 17 of the agenda:

The proposed amendments to the Articles of Association of CIECH S.A. and a written opinion and justification of the Management Board of CIECH S.A. to item 17 of the agenda of the General Meeting, provided with Current Report No. 19/2021 of 26 May 2021, contain information on the deprivation of the pre-emptive right.

CIECH S.A.	Konto bankowe:
ul. Wspólna 62	Citibank Handlowy SA
00-684 Warszawa	VI Oddział w Warszawie
tel. [phone]	93 1030 1061 0000 0000 0034 0001
faks ([phone]
[e-mail]	REGON: 011179878
www.ciechgroup.com	NIP: 118-00-19-377
	BDO: 000015168

Rejestr przedsiębiorców:

Sąd Rejonowy dla m.st. Warszawy XII Wydział Gospodarczy Krajowego Rejestru Sądowego

KRS: 0000011687

263 500 965,00 zł (wpłacony w całości)

Considering the formal requirement of article 433 § 2 of the Code of Commercial Companies, the wording of item 17 of the agenda of the General Meeting was clarified in the manner presented above. Considering the requirements of article 402 § 2 of the Code of Commercial Companies the statement of amendments to the Articles of Association is announced.

The Company encloses the amended draft resolution of the Annual General Meeting of CIECH S.A. on adopting the agenda of the Annual General Meeting of the Company.

The content of the draft resolutions of the Annual General Meeting, as published in Current Report No. 19/2021 and regarding the proposed amendments to the Articles of Association of CIECH S.A., did not change.

As a consequence of the above change, the form posted on the Company's website at: www.ciechgroup.com/relacje inwestorskie/walne zgromadzenie will be corrected accordingly.

Management Board of CIECH S.A.

CIECH S.A.	Konto bankowe:
ul. Wspólna 62	Citibank Handlowy SA
00-684 Warszawa	VI Oddział w Warszawie
tel. [phone]	93 1030 1061 0000 0000 0034 0001
faks ([phone]
[e-mail]	REGON: 011179878
www.ciechgroup.com	NIP: 118-00-19-377
	BDO: 000015168

Rejestr przedsiębiorców:

Sąd Rejonowy dla m.st. Warszawy XII Wydział Gospodarczy Krajowego Rejestru Sądowego

KRS: 0000011687

263 500 965,00 zł (wpłacony w całości)