Orange Polska S.A. — AGM Information 2016

Mar 15, 2016

Current report 20/2016Orange Polska S.A.15 March 2016

(translation of Polishversion)title:Draft resolutions ofthe Annual General Meeting.

Pursuant to art. 38, clause 1, item 3 of the Decree of the Minister ofFinance of 19 February 2009 on current and periodic informationdisclosed by issuers of securities and conditions for recognising asequivalent information required by the laws of a non-member state(Journal of Laws of 2009 No. 33, item 259, with amendments) theManagement Board of Orange Polska S.A. ("Orange Polska", "Company")submits drafts of the resolutions to be adopted on the Ordinary AnnualGeneral Meeting to be held on April 12, 2016.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.Adated12 April 2016on nomination of the Chairman of the Annual GeneralMeeting

§ 1

The General Meeting nominates Mr/s. ................................ as the Chairmen of theAnnual General Meeting.

§ 2

The resolution comes into force on the day of its adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.Adated12 April 2016on approval of the meeting agenda

§ 1

The General Meeting approves the meeting agenda outlined in thenotification on summoning the Annual General Meeting with text asfollows:

Agenda:

1)Opening of the Assembly;2)Election of the Chairman;3)Statementthat the Assembly is valid and capable to adopt resolutions;4)Adoptionof the agenda;5)Election of the Scrutiny Commission;6)Review of:

a)the Management Board's Report on the activity of Orange Polska S.A.and the financial statements for the 2015 financial year,

b)the Management Board's motion on distribution of the Company's profitfor the 2015 financial year and use of part of the financial means fromthe supplementary capital for distribution of the dividend,

c)the Supervisory Board's Report on appraisal of the Management Board'sreport on the activity of the Company, the financial statements for the2015 financial year and the Management Board's motion on distribution ofthe Company's profit for the 2015 financial year,

d)the Management Board's motion on offsetting of the Company's loss fromprevious years,

e)the Management Board's Report on the activity of Orange Polska Groupand the consolidated financial statements for the 2015 financial year,

f)the Supervisory Board's Report on appraisal of the Management Board'sReport on the activity of Orange Polska Group and the consolidatedfinancial statements for the 2015 financial year,

g)the Report on the activity of the Supervisory Board and assessment ofOrange Polska Group standing in 2015.

7)Adoption of the following resolutions concerning:

a)approval of the Management Board's Report on the activity of OrangePolska S.A. in the 2015 financial year,

b)approval of Orange Polska S.A. financial statements for the 2015financial year,

c)distribution of the Company's profit for the 2015 financial year anduse of part of the financial means from the supplementary capital fordistribution of the dividend,

d)offsetting of the Company's loss from previous years,

e)approval of the Management Board's Report on the activity of OrangePolska Group in the 2015 financial year,

f)approval of the consolidated financial statements for the 2015financial year,

g)granting approval of performance of their duties as members of OrangePolska S.A governing bodies in the financial year 2015,

8)Changes in the Supervisory Board's composition,

9)Closing of the Assembly.

§ 2

The resolution comes into force on the day of its adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.Adated12 April 2016on nomination ......... to Scrutiny Commission.

§ 1

The General Meeting nominates Mr/s. ................................ to the ScrutinyCommission.

§ 2

The resolution comes into force on the day of its adoption.

DraftResolution no [...] of Annual General Meeting of OrangePolska S.A.dated 12 April 2016on approval of the ManagementBoard's report on the Orange Polska S.A. activity in 2015

On the basis of art. 53 of the Accountancy Act and art. 393 item 1 andart. 395 § 2 item 1 of the Commercial Companies Code and § 13 item 1 ofOrange Polska SA Articles of Association, the following resolution ishereby adopted:

§ 1

The General Assembly approves the Management Board's report on theOrange Polska S.A. activity in 2015.

§ 2

The resolution comes into force on the day of its adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.A.dated12 April 2016on approval of the Orange Polska S.A. IFRS financialstatements for 2015

On the basis of art. 53 clause 1 of the Accountancy Act and art. 393item 1, art. 395 § 2 item 1 of the Commercial Companies Code and § 13item 1 of the Orange Polska S.A. Articles of Association, the followingresolution is hereby adopted:

§ 1

The General Assembly approves the Orange Polska S.A. IFRS financialstatements for 2015 that include:

1) balance sheet as at 31.12.2015, with the balance sheet total of PLN23 164 million (in words: PLN twenty three billion one hundred sixtyfour million),

2) profit and loss account for 2015 showing a net profit of PLN 257million (in words: PLN two hundred fifty seven million),

3) change in equity for 2015 showing a decrease in equity by PLN 420million (in words: PLN four hundred twenty million),

4) cash flow account showing an increase in net cash and cashequivalents by PLN 13 million (in words: PLN thirteen million),

5) notes to the financial statement.

§ 2

The resolution comes into force on the day of its adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.A.dated12 April 2016on distribution of Orange Polska S.A. profit for the2015 financial year and use of part of the financial means from thesupplementary capital for distribution of the dividend

On the basis of art 395 § 2 item 2 of the Commercial Companies Code and§ 13 clause 2 of Orange Polska S.A. Articles of Association, thefollowing resolution is hereby adopted:

§ 1

The net profit of Orange Polska S.A. for the 2015 financial year of PLN256,676,261.09 (in words: PLN two hundred and fifty six million sixhundred and seventy six thousand two hundred and sixty one 09/100) shallbe distributed in the following way:

1) for a dividend - PLN 251,542,735.87 (in words: PLN two hundred andfifty one million five hundred and forty two thousand seven hundred andthirty five 87/100),

2) to the reserve capital - PLN 5,133,525.22 (in words: PLN five millionone hundred and thirty three thousand five hundred and twenty five22/100).

§ 2

1. The amount of dividend shall be PLN 0.25 (in words: twenty fivegroszy) for each entitled share. For this purpose, part of the fundsfrom the supplementary capital in the amount of PLN 76,546,633.88 (inwords: PLN seventy six million five hundred and forty six thousand sixhundred and thirty three 88/100) representing the difference between theproduct of the amount of PLN 0.25 and number of shares entitled todividend at the Dividend Day and the amount of part of the net profitfor the 2015 financial year, referred to in § 1 item 1) shall beallocated and distributed for the dividend.

2. Total amount for distribution of the dividend shall be PLN328,089,369.75 (in words: PLN three hundred and twenty eight million andeighty nine thousand three hundred and sixty nine 75/100).

§ 3

Persons being the Company's shareholders on 22.06.2016 (the DividendDay) shall be entitled to the dividend.

§ 4

The dividend shall be paid on 7.07.2016.

§ 5

The resolution comes into force on the day of its adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.A.dated12 April 2016on offsetting Orange Polska S.A. loss from previousyears

On the basis of art 395 § 2 item 2 of the Commercial Companies Code and§ 13 clause 2 of Orange Polska S.A. Articles of Association, thefollowing resolution is hereby adopted:

§ 1

The previous years loss of Orange Polska S.A. in the amount of PLN44,559,148.81 (in words: forty four million five hundred and fifty ninethousand one hundred and forty eight 81/100), disclosed in the Company'sFinancial Statements for the 2015 financial year, will be covered fromthe reserved capital.

§ 2

The resolution comes into force on the day of its adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.A.dated12 April 2016on approval of the Management Board report on theactivity of Orange Polska Group in the 2015 financial year

On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 §5 of the Commercial Companies Code, the following resolution is herebyadopted:

§ 1

The General Assembly approves the Management Board report on theactivity of Orange Polska Group in the 2015 financial year.

§ 2

The resolution comes into force on the day of its adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.A.dated12 April 2016on approval of the IFRS consolidated financialstatements for 2015

On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 §5 of the Commercial Companies Code the following resolution is herebyadopted:

§ 1

The General Assembly approves the Orange Polska Group IFRS consolidatedfinancial statements for 2015, that include:

1) consolidated balance sheet as at 31.12.2015, showing the balancesheet total of PLN

21 652 million (in words: PLN twenty one billion six hundred fifty twomillion),

2) consolidated profit and loss account for 2015 showing consolidated anet profit after taxation of PLN 254 million (in words: PLN two hundredfifty four million), including a net profit attributable to equityholders of Orange Polska S.A. of PLN 254 million (in words: PLN twohundred fifty four million),

3) changes in total consolidated equity for 2015 showing a decrease intotal consolidated equity by PLN 421 million (in words: PLN four hundredtwenty one million), including a decrease of equity attributable toequity holders of Orange Polska S.A. by PLN 421 million (in words: PLNfour hundred twenty one million),

4) consolidated cash flow statement showing an increase in net cash andcash equivalents by PLN 18 million (in words: PLN eighteen million),

5) notes to consolidated financial statement.

§ 2

The resolution comes into force on the day of its adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.A.dated12 April 2016on granting approval of the performance of duties ofthe Supervisory Board member

Pursuant to article 393 point 1 and article 395 § 2 point 3 of theCommercial Companies Code and § 13.3 of the Company's Articles ofAssociation, the following is resolved:

§ 1

The approval of the performance by Mr/s. ............................................................. ofhis/her duties as a member of the Orange Polska S.A. Supervisory Boardin financial year 2015 is granted.

§ 2

The resolution enters into force upon adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.A.dated12 April 2016on granting approval of the performance of duties ofthe Management Board's President/member

Pursuant to article 393 point 1 and article 395 § 2 point 3 of theCommercial Companies Code and § 13.3 of the Company's Articles ofAssociation, the following is resolved:

§ 1

The approval of the performance by Mr. ................................................................... ofhis duties as the President / a member of the Orange Polska S.A.Management Board in financial year 2015 is granted.

§ 2

The resolution enters into force upon adoption.

Draft

Resolution no [...] of Annual General Meeting of Orange Polska S.A.dated12 April 2016on appointment/removal of a Supervisory Board member

Pursuant to article 385 of the Commercial Companies Code and § 13.9 ofthe Company's Articles of Association, the following is resolved:

§ 1

Mr/s. ................................... is appointed/removed to/from the Orange Polska S.A.Supervisory Board.

§ 2

The resolution enters into force upon adoption.