Draft resolutions prepared for the Extraordinary General Meeting of Shareholders of Ciech S.A. to be held on December 16, 2008

Current report no : 71/2008

Report date : 12/3/2008
Abbreviated name : Ciech SA
Subject : Draft resolutions prepared for the Extraordinary General Meeting of Shareholders of Ciech S.A. to be held on December 16, 2008
Legal basis : Article 56 section 1 item 2 of the Act on Offers – current and periodic information

Report :

The Management Board of CIECH S.A. hereby announces the content of draft resolutions which it intends to present at the Extraordinary General Meeting of Shareholders of CIECH S.A. convened on December 16, 2008.

RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated December 16, 2008

concerning the election of the Chairman of the Extraordinary General Meeting

The Extraordinary General Meeting of Shareholders of CIECH S.A., acting pursuant to article 409 § 1 of the Commercial Companies Code and § 17 section 5 of the Statute of the Company and § 15 of the Regulations of the General Meeting of CIECH S.A. adopts the following resolution:

§ 1

The Extraordinary General Meeting of Shareholders of CIECH S.A. hereby appoints Mr/Mrs ....................... as a Chairman/Chairwoman of the Extraordinary General Meeting.

§ 2

This resolution comes into effect from the moment of its adoption.

........................... votes have been cast in favour, .................. votes have been cast against. ............. persons abstained from voting.
This resolution shall be adopted in a secret ballot.

RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated December 16, 2008

concerning the adoption of the agenda for the Extraordinary General Meeting

The Extraordinary General Meeting of Shareholders of CIECH S.A., acting pursuant to § 29 of the Regulations of the General Meeting of Shareholders of CIECH S.A. adopts the following resolution:

§ 1

The Extraordinary General Meeting of Shareholders of CIECH S.A hereby adopts the following agenda for the Extraordinary General Meeting of Shareholders of CIECH S.A announced by the Management Board of CIECH S.A. in the Official Journal (Monitor Sądowy i Gospodarczy) as of November 20, 2008, No 227, item 14747:

1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Statement that the Extraordinary General Meeting has been properly convened and has authority to adopt biding resolutions.
4. Adoption of the agenda.
5. Election of the Voting Committee of the Extraordinary General Meeting.
6. Changes in the composition of the Supervisory Board of CIECH S.A.:
a) recall of a member of the Supervisory Board of CIECH S.A.
b) appointment of a member of the Supervisory Board of CIECH S.A.
7. Closing of the proceedings.

§ 2

This resolution comes into effect from the moment of its adoption.
........................... votes have been cast in favour, .................. votes have been cast against. ............. persons abstained from voting.
This resolution shall be adopted in an open ballot.

RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated December 16, 2008

concerning the election of the Voting Committee of the Extraordinary General Meeting
The Extraordinary General Meeting of Shareholders of CIECH S.A., acting pursuant to § 26 of the Regulations of the General Meeting of Shareholders of CIECH S.A. adopts the following resolution:

§ 1

The Extraordinary General Meeting of Shareholders of CIECH S.A. hereby appoints a Voting Committee composed of the following members:
1. .....................................
2. .....................................
3. .....................................

§ 2

RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated December 16, 2008

concerning changes in the composition of the Supervisory Board of CIECH S.A.
The Extraordinary General Meeting of Shareholders of CIECH S.A. acting pursuant to article 385 § 1 of the Commercial Companies Code and § 18 item 7) of the Statute of the Company adopts the following resolution:

§ 1

The Extraordinary General Meeting of Shareholders of CIECH S.A. hereby recalls Mr/Mrs ................................. from the Supervisory Board of CIECH S.A.

§ 2

RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated December 16, 2008

concerning changes in the composition of the Supervisory Board of CIECH S.A.
The Extraordinary General Meeting of Shareholders of CIECH S.A., acting pursuant to article 385 § 1 of the Commercial Companies Code and § 18 item 7) of the Statute of the Company adopts the following resolution:

§ 1

The Extraordinary General Meeting of Shareholders of CIECH S.A. hereby appoints Mr/Mrs ............................. (PESEL: ...............) as a member of the Supervisory Board of CIECH S.A.

§ 2

Justification of draft resolutions concerning the changes in the composition of the Supervisory Board.
The Management Board of CIECH S.A. acting pursuant to rule II. section 5 „Good Practices of Companies Quoted at the Warsaw Stock Exchange” presents justification of suggested draft resolutions concerning the changes in the composition of the Supervisory Board of CIECH S.A.

Draft resolutions were prepared pursuant to § 18 item 7) of the Statute of CIECH S.A according to which the General Meeting is empowered to appoint and recall members of the Supervisory Board.

Taking the above into account under the item on the agenda ”6. Changes in the composition of the Supervisory Board of CIECH S.A:
a) recall of a member of the Supervisory Board of CIECH S.A.
b) appointment of a member of the Supervisory Board of CIECH S.A.”

the Management Board of CIECH S.A. presents draft resolutions of the Extraordinary General Meeting to the Shareholders as above .

Signatures of the Company’s Representatives : Robert Bednarski – Member of the Management Board

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