SPECIAL POWER OF ATTORNEY

For representation in the Extraordinary General Meeting of the Shareholders of

S.C. Uzinele Sodice Govora – Ciech Chemical Group S.A. (the "Company")

The undersigned, ______, domiciled in ______, holder of ID No. ______, issued on ______, personal identification number ______,

(Or)

______a company incorporated under the laws of ______, having its registered office in ______, having the sole identification code ______, duly represented by ______,

holder of______shares, representing ______% of the total of______of the Company share capital, which give me the right of______votes in the E.G.M.S., I hereby appoint

Mr./Ms.______domiciled in ______, holder of ID No. ______, issued on ______, personal identification number

(Or)

______a company incorporated under the laws of ______, having its registered office in ______, having the sole identification code ______, duly represented by ______,

as representative of the undersigned at the Extraordinary General Shareholders' Meeting of the Company, which will be held on 24.06.2014, 11:00 hours, at the registered office of the Company in Ramnicu Valcea, no. 2 Uzinei Street, Valcea County, or at the date of the second meeting, if the first meeting cannot be held, to exercise the voting rights related to the shares held by the undersigned and registered with the Company's Shareholders registry, as follows:

The Extraordinary General Shareholders' Meeting
Item on the agenda / Vote
(to be filled in as applicable, for, against or abstention)
For / Against / Abstention
  1. Appointing Mr. Urbanowski Witold Piotr, General Manager of the Company to chair the meeting of the GMS, sign the decisions as per art. 129 (1) of the Companies Law no. 31/1990 and of art. 13.4.1 of the Company Charter.

  1. Approving the share capital increase by cash contribution with the amount of 30.000.000 lei, from the current value of 36.308.195,75 lei, to the value of 66.308.195,75 lei, in order to attract cash necessary for the development by investment strategy of the Company, long term Company development by implementing an investment program, improving the performance indicatives, the finanial situation and the passive structure of the Company.

  1. Approving the issue of 120.000.000 new shares, nominative, ordinary, freely transferable, issued in dematerialized form, at the nominal value of 0,25 lei/share, i.e. raising the number of shares issued by the Company from 145.232.783 to 265.232.783.

  1. Granting the preference right to the shareholders registered at the registration date, proportionally to the number of shares held at that date and transactioning those rights, according to the issuing prospect, the stipulations of the Company Charter and the provisions of the Companies Law no. 31/1990 and of the Law no. 297/2004 regarding the capital market.
4.1 The subscription period during exercising the preference right is 30 days from the date set in the issuing prospect.
4.2 The price of a share subscribed during exercising the preference right is equal to the nominal value of a share issued by the Company, namely 0,25 lei per share.
  1. Aproving the offer for subscription, exclusively to those shareholders who have exercised the preference right, of the remaining shares which will not be subscribed within the period of preference right subsription, proportional to the subscriptions in the first period, according to the provisions of the Law no. 297/2004 and of the regulations issued in the application thereof.
5.1 The subscription period within this stage will be of 7 calendar days from the date of the publication of the current report.
5.2 The price of a share subscribed during this period is equal to the nominal value of a share issued by the Company, namely 0,25 lei per share.
  1. The shares subscribed within the preference right exercising as well as those subscribed within the subsequent subscription period will be fully paid at the date of subscription, in the conditions set in the issuing prospect.

  1. The shares unsubscribed within the preference right exercising or within the subsequent subscription period will beannuled by decision of the Managing Board.

  1. Authorizing the Managing Board, according to the provision of art. 236 (3) of Law no. 297/2004, that within 10 working days after finalizing the above operations, to pass a decision in order to establish the share capital value of the Company, resulting from the share capital increase proceedings and to modify the Company Charter accordingly.

  1. Authorizing the Managing Board, according to the provisions of art. 2201of Law no. 31/1990 and of art. 236 (2) and (3) from Law no. 297/2004, for a period of one year, that can be renewed by the GMS by a period that cannot surpass one year for each renewal, to increase the subscribed share capital by issuing new shares, in exchange for the shareholders input, upto a value of the authorized stock of 18.000.000 (eighteen million) RON, value that cannot surpass 50% of the existing share capital at the time of the authorization.

  1. Approving the modification of the Company Charter, given point 9 on the agenda, in the sense that art. 10.7 of the Company Charter will read as follows: “According to the provisions of art. 16 and to the provisions of art. 2201 of Law no. 31/1990 and of art. 236 (2) and (3) of Law no. 297/2004, the Managing Board is authorized that, for a period of one year, that can be renewed by the GMS by a period that cannot surpass one year for each renewal, to increase the subscribed share capital by issuing new shares, in exchange for the shareholders input, upto a value of the authorized stock of 18.000.000 (eighteen million) RON, value that cannot surpass 50% of the existing share capital at the time of the authorization.”

  1. Empowering the General Manager, Mr. Urbanowski Witold Piotr, to perform all necessary proceedings to chose the intermediaries and consultants, drafting, signing and approving the issuing prospect for new shares and the documentation for presentation of the preference rights, as well as all documentation relevant to the share capital increase process; establishing the transaction and the preference rights exercising period; establishing the oportunity of issuing and transactioning the alloting rights, as well as adopting measures necessary to transactions.

  1. Appointing the General Manager, Mr. Urbanowski Witold Piotr to draft, sign and perform all necessary acts, or to grant powers to third parties, in order to enforce and register the EGMS decisions with the Trade Registry and all the other means of informing the shareholders and investors.

  1. Approving the date of 01.08.2014 as registration date, according to art. 238 of Law no. 297/2004 of the capital market.

This Power of Attorney is executed in 3 (three) original copies, one of which, bearing a holograph signature, will be transmitted in original copy to the Company's registered office in Ramnicu Valcea, no. 2 Uzinei Street, Valcea County, in order to be received by the Company until 22.06.2014, 11:00 hours, under the sanction of losing the right to vote through representative at the general meeting, according to the legal provisions.

Date ______

______,

Duly represented by______(in capitals)

______(signature)