Orange Polska S.A. — M&A Activity 2016

May 24, 2016

TRANSLATION

resolution no. 21/16

of Orange Polska S.A. Management Board

of 24 May 2016

on the adoption of the merger plan with Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

§ 1

The Management Board of Orange Polska S.A. with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, REGON: 012100784, NIP: 5260250995, with share capital amounting to PLN 3,937,072,437, entered in the commercial register of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, XII Commercial Division, under KRS No. 0000010681, hereinafter "OPL", hereby approves the merger plan of OPL as the acquiring company with Orange Customer Service spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw and TP Invest spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, as the acquired companies, through the merger by acquisition pursuant to Article 492 § 1 item 1) of the Act as of 15 September 2000 - the Commercial Companies Code, which is attached to this resolution.

§ 2

This resolution shall come into force on the day of its adoption

Attachment to the resolution no. 21/16 of Orange Polska S.A. Management Board dated 24.05.2016

MERGER PLAN

agreed on 24 May 2016 in Warsaw by and between:

• (1) Orange Polska Spółka Akcyjna with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, REGON: 012100784, NIP: 5260250995, with the share capital amounting to PLN 3,937,072,437, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000010681, as the acquiring company, hereinafter referred to as "OPL",
• represented by its Management Board Members: Jean-François Fallacher and Jacek Kowalski;

and

• (2) Orange Customer Service spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, REGON: 140092077, NIP: 5262847786, with the share capital amounting to PLN 200,000, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000230833, as the acquired company, hereinafter referred to as "OCS",
• represented by its management board members: Jolanta Dudek and Adam Wrzosek,

and

• (3) TP Invest spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, ul. Stępińska 39, 00-739 Warsaw, REGON: 016230839, NIP: 5262398035, with the share capital amounting to PLN 20,000,000, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000024566, as the acquired company, hereinafter referred to as "TP Invest",
• represented by its management board members: Maciej Nowohoński and Jowita Bukowińska.

OPL, OCS and TP Invest are further jointly referred to as "Companies", and OCS and TP Invest – as the "Acquired Companies".

PREAMBLE

1.1 This merger plan between Orange Polska Spółka Akcyjna with its registered office in Warsaw, Orange Customer Service spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw and TP Invest spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw ("the Merger Plan") has been agreed, approved and executed in accordance with Articles 498 and 499 of the Commercial Companies Code of 15 September 2000 ("the CCC").

• 1.2 OPL, OCS and TP Invest intend to merge pursuant to Article 492(1.1) of the CCC by acquisition of all the assets of OCS and TP Invest, as the acquired companies, by OPL, as the acquiring company ("the Merger").
• 1.3 In view of the fact that OPL is a public company and, according to the provisions on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies, it publishes semi-annual financial statements and makes them available to its shareholders, pursuant to Article 499(4) of the CCC it is not obliged to attach to the merger plan an accounting statement drawn up for the purpose of merger, which according to Article 499(2.4) of the CCC is an obligatory attachment to the merger plan.
• 1.4 In view of the fact that OPL holds 100% of shares in the Acquired Companies, the contemplated merger shall be effected:
• 1.4.1 without the share capital of OPL being increased (Article 515(1) of the CCC), and
• 1.4.2 in accordance with the simplified procedure (Article 516(1) in conjunction with Article 516(6) of the CCC).

CONSIDERING THE ABOVE, THE PARTIES HAVE AGREED THE FOLLOWING MERGER PLAN:

1 TYPES, BUSINESS NAMES AND REGISTERED OFFICES OF THE MERGING COMPANIES

1.1 Acquiring Company:

Orange Polska Spółka Akcyjna, a joint-stock company with its registered office in Warsaw.

1.2 Acquired Companies:

• 1.2.1 Orange Customer Service spółka z ograniczoną odpowiedzialnością, a limited liability company with its registered office in Warsaw;
• 1.2.2 TP Invest spółka z ograniczoną odpowiedzialnością, a limited liability company with its registered office in Warsaw.

2 METHOD OF MERGER

• 2.1 The Merger shall be effected by:
• 2.1.1 transfer to OPL, as the only shareholder of the Acquired Companies, of all the assets of the Acquired Companies by way of universal succession, and
• 2.1.2 winding-up of the Acquired Companies without their liquidation, in accordance with Article 492(1.1) of the CCC.
• 2.2 As a result of the Merger, OPL, as the Acquiring Company, shall enter, as of the date of merger, into all the rights and obligations of the Acquired Companies, in accordance with Article 494(1) of the CCC.
• 2.3 In view of the fact, that OPL, as the Acquiring Company, holds all the shares in the share capital of the Acquired Companies:

• 2.3.1 the merger shall be effected without an increase in the share capital of OPL as the Acquiring Company, in accordance with Article 515(1) of the CCC;

• 2.3.2 reports of the Management Boards of the Companies, referred to in Article 501(1) of the CCC, shall not be drawn up, in accordance with Article 516(5) of the CCC in conjunction with Article 516(6) of the CCC;

• 2.3.3 the Merger Plan shall not be analysed by a court expert assigned by the district court, in accordance with Article 516(5) of the CCC in conjunction with Article 516(6) of the CCC;
• 2.3.4 the Merger Plan does not indicate the information described in Article 499(1.2–4) of the CCC, in accordance with Article 516(5) of the CCC in conjunction with Article 516(6) of the CCC.

3 RIGHTS GRANTED BY OPL AS THE ACQUIRING COMPANY TO THE SHAREHOLDERS HOLDING PRIVILEGES IN OCS AND TP INVEST AS THE ACQUIRED COMPANIES

With regard to the Merger, OPL, as the Acquiring Company, shall not grant any rights, described in Article 499(1.5) of the CCC to the shareholders and persons holding privileges in OCS and TP Invest as the Acquired Companies.

4 SPECIAL BENEFITS FOR MEMBERS OF THE GOVERNING BODIES OF THE COMPANIES AND OTHER PERSONS PARTICIPATING IN THE MERGER

Neither OPL, as the Acquiring Company, nor OCS and TP Invest, as the Acquired Companies, shall grant any special benefits, referred to in Article 499(1.6) of the CCC, to members of the governing bodies or other persons participating in the Merger.

5 AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF OPL

The Articles of Association of OPL, as the Acquiring Company, shall be amended with respect to the objects of the company.

However, in view of the fact that the Merger shall be effected in accordance with Article 515(1) of the CCC, i.e. without an increase of the share capital of OPL, as the Acquiring Company, the Articles of Association of OPL shall not be amended with respect to the share capital.

6 MANDATORY APPENDICES TO THE MERGER PLAN

In accordance with Article 499(2) of the CCC, the following appendices are attached to this Merger Plan:

• Draft resolution of the General Meeting of Shareholders of OPL as the acquiring company on the merger (Appendix No. 1);
• Draft resolution of the General Meeting of Shareholders of OCS as the acquired company on the merger (Appendix No. 2);
• Draft resolution of the General Meeting of Shareholders of TP Invest as the acquired company on the merger (Appendix No. 3);
• Draft amendments to the Articles of Association of OPL as the acquiring company (Appendix No. 4);

• Specification of the value of assets of OCS as the acquired company as of 30 April 2016 (Appendix No. 5);

• Specification of the value of assets of TP Invest as the acquired company as of 30 April 2016 (Appendix No. 6);

• Declaration on the state of OCS' accounts as of 30 April 2016 for the purpose of the merger (Appendix No. 7);
• Declaration of on the state of TP Invest' accounts as of 30 April 2016 for the purpose of the merger (Appendix No. 8).

For Orange Polska Spółka Akcyjna:		For Orange Customer Service sp. z o.o.:
______		______
Jean-François Fallacher ______		Jolanta Dudek ______
Mariusz Gaca		Adam Wrzosek
______ Piotr Muszyński		______ Tomasz Dreslerski
______		For TP Invest sp. z o.o.:
Jolanta Dudek		______
______		Maciej Nowohoński
Jacek Kowalski		______
______ Bożena Leśniewska		Jowita Bukowińska
______ Maciej Nowohoński
______ Michał Paschalis-Jakubowicz

Appendix No. 1 to the Merger Plan of Orange Polska S.A., Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Draft

Resolution No. [●]

of the Extraordinary Meeting of Shareholders

of Orange Polska S.A. with its registered office in Warsaw

on the merger of Orange Polska S.A. with Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Pursuant to Article 506(1) of the Commercial Companies Code ("the CCC") it is resolved as follows:

§ 1

The Extraordinary Meeting of Shareholders of Orange Polska S.A. with its registered office in Warsaw ("the Acquiring Company") resolves to merge, pursuant to Article 492(1.1) of the CCC, the Acquiring Company with a company operating under the business name Orange Customer Service spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000230833 ("OCS"), as the acquired company, and TP Invest spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, ul. Stępińska 39, 00-739 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000024566 ("TP Invest"), as the acquired company, (OCS and TP Invest are hereinafter jointly referred to as "the Acquired Companies"), by transfer of all assets of the Acquired Companies to the Acquiring Company being the sole shareholder of the Acquired Companies.

§ 2

The Extraordinary Meeting of Shareholders of the Acquiring Company resolves to approve the merger plan agreed by and between the Acquiring Company and the Acquired Companies on 24 May 2016 ("the Merger Plan"), which constitutes the Attachment No. 1 to these minutes, and to the content of all appendices to the Merger Plan.

§ 3

The Extraordinary Meeting of Shareholders of the Acquiring Company resolves and agrees that the merger shall be effected in accordance with the Merger Plan, in particular:

• the merger of the Acquiring Company with the Acquired Companies shall be effected in accordance with the simplified procedure set out in Article 515(1) of the CCC in conjunction with Article 516(6) of the CCC, i.e. without an increase in the share capital of the Acquiring Company, in view of the fact that the Acquiring Company holds a 100% stake in each of the Acquired Companies;

• in connection with the Merger, the Articles of Association of the Acquiring Company shall be amended with respect to the objects of the company;

1

• the shareholders and persons holding privileges in the Acquiring Company shall not be granted any rights referred to in Article 499(1.5) of the CCC;

• neither members of governing bodies of the merging companies nor other persons participating in the merger shall be granted any special benefits referred to in Article 499(1.6) of the CCC.

Appendix No. 2 to the Merger Plan of Orange Polska S.A., Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Draft

Resolution No. [●]

of the Extraordinary Meeting of Shareholders

of Orange Customer Service spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw

on the merger of Orange Polska S.A., Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Pursuant to Article 506(1) of the Commercial Companies Code ("the CCC") it is resolved as follows:

§ 1

The Extraordinary Meeting of Shareholders of Orange Customer Service spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw ("OCS") resolves to merge, pursuant to Article 492(1.1) of the CCC, OCS as the acquired company with a company operating under the business name Orange Polska S.A. with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000010681 ("the Acquiring Company"), as the acquiring company, and TP Invest spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, ul. Stępińska 39, 00-739 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000024566 ("TP Invest"), as the acquired company, (OCS and TP Invest are hereinafter jointly referred to as "the Acquired Companies"), by transfer of all assets of the Acquired Companies to the Acquiring Company being the sole shareholder of the Acquired Companies.

§ 2

The Extraordinary Meeting of Shareholders of OCS resolves to approve the merger plan agreed by and between the Acquiring Company and the Acquired Companies on 24 May 2016 ("the Merger Plan"), which constitutes the Attachment No. 1 to these minutes, and to the content of all appendices to the Merger Plan.

§ 3

The Extraordinary Meeting of Shareholders of OCS resolves and agrees that the merger shall be effected in accordance with the Merger Plan, in particular:

• the merger of the Acquiring Company with the Acquired Companies shall be effected in accordance with the simplified procedure set out in Article 515(1) of the CCC in conjunction with Article 516(6) of the CCC, i.e. without an increase in the share capital of the Acquiring Company, in view of the fact that the Acquiring Company holds a 100% stake in each of the Acquired Companies;

• in connection with the Merger, the Articles of Association of the Acquiring Company shall be amended with respect to the objects of the company;

1

• the shareholders and persons holding privileges in the Acquiring Company shall not be granted any rights referred to in Article 499(1.5) of the CCC;

• neither members of governing bodies of the merging companies nor other persons participating in the merger shall be granted any special benefits referred to in Article 499(1.6) of the CCC.

Appendix No. 3 to the Merger Plan of Orange Polska S.A., Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Draft

Resolution No. [●]

of the Extraordinary Meeting of Shareholders

of TP Invest spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw

on the merger of Orange Polska S.A. with Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Pursuant to Article 506(1) of the Commercial Companies Code ("the CCC") it is resolved as follows:

§ 1

The Extraordinary Meeting of Shareholders of TP Invest spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw ("TP Invest") resolves to merge, pursuant to Article 492(1.1) of the CCC, TP Invest as the acquired company with a company operating under the business name Orange Polska S.A. with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000010681 ("the Acquiring Company"), as the acquiring company, and Orange Customer Service spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000230883 ("OCS"), as the acquired company, (OCS and TP Invest are hereinafter jointly referred to as "the Acquired Companies"), by transfer of all assets of the Acquired Companies to the Acquiring Company being the sole shareholder of the Acquired Companies.

§ 2

The Extraordinary Meeting of Shareholders of TP Invest resolves to approve the merger plan agreed by and between the Acquiring Company and the Acquired Companies on 24 May 2016 ("the Merger Plan"), which constitutes the Attachment No. 1 to these minutes, and to the content of all appendices to the Merger Plan.

§ 3

The Extraordinary Meeting of Shareholders of TP Invest resolves and agrees that the merger shall be effected in accordance with the Merger Plan, in particular:

• the merger of the Acquiring Company with the Acquired Companies shall be effected in accordance with the simplified procedure set out in Article 515(1) of the CCC in conjunction with Article 516(6) of the CCC, i.e. without an increase in the share capital of the Acquiring Company, in view of the fact that the Acquiring Company holds a 100% stake in each of the Acquired Companies;

• in connection with the Merger, the Articles of Association of the Acquiring Company shall be amended with respect to the objects of the company;

1

• the shareholders and persons holding privileges in the Acquiring Company shall not be granted any rights referred to in Article 499(1.5) of the CCC;

• neither members of governing bodies of the merging companies nor other persons participating in the merger shall be granted any special benefits referred to in Article 499(1.6) of the CCC.

Appendix No. 4 to the Merger Plan of Orange Polska S.A., Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Draft amendments to the Articles of Association of the Acquiring Company

• 1 Art. 6(1) of the Articles of Association shall read as follows:

• "1. The objects of the Company shall be as follows:

  • 1) Other printing [PKD 18.12.Z];
  • 2) Pre-press services [PKD18.13.Z];
  • 3) Binding and related services [PKD 18.14.Z];
  • 4) Reproduction of recorded media [PKD 18.20.Z];
  • 5) Manufacture of communication equipment [PKD 26.30.Z];
  • 6) Other manufacturing not elsewhere classified [PKD 32.99.Z];
  • 7) Repair of electronic and optical equipment [PKD 33.13.Z];
  • 8) Repair of electrical equipment [PKD 33.14.Z];
  • 9) Trade of electricity [PKD 35.14.Z];
  • 10) Construction of utility projects for fluids [PKD 42.21.Z];
  • 11) Construction of utility projects for electricity and telecommunications [PKD 42.22.Z];
  • 12) Electrical installation [PKD 43.21.Z];
  • 13) Other construction installation [PKD 43.29.Z];
  • 14) Agents specialised in the sale of other particular products [PKD 46.18.Z];
  • 15) Agents involved in the sale of a variety of goods [PKD 46.19.Z];
  • 16) Wholesale of computers, computer peripheral equipment and software [PKD 46.51.Z];
  • 17) Wholesale of electronic and telecommunications equipment and parts [PKD 46.52.Z];
  • 18) Other retail sale in non-specialised stores [PKD 47.19.Z];
  • 19) Retail sale of computers, peripheral units and software in specialised stores [PKD 47.41.Z];
  • 20) Retail sale of telecommunications equipment in specialised stores [PKD 47.42.Z];
  • 21) Retail sale of audio and video equipment in specialised stores [PKD 47.43.Z];
  • 22) Retail sale of furniture, lighting equipment and other household articles in specialised stores [PKD 47.59.Z];
  • 23) Other retail sale of new goods in specialised stores [PKD 47.78.Z];
  • 24) Retail sale of second-hand goods in stores [PKD 47.79.Z];

• 25) Retail sale via mail order houses or via Internet [PKD 47.91.Z];

• 26) Other retail sale not in stores, stalls or markets [PKD 47.99.Z];
• 27) Other postal and courier activities [PKD 53.20.Z];
• 28) Book publishing [PKD 58.11.Z];
• 29) Publishing of directories and mailing lists [PKD 58.12.Z]
• 30) Publishing of newspapers [PKD 58.13.Z];
• 31) Publishing of journals and periodicals [PKD 58.14.Z];
• 32) Other publishing activities [PKD 58.19.Z];
• 33) Publishing of computer games [PKD 58.21.Z];
• 34) Other software publishing [PKD 58.29.Z];
• 35) Motion picture, video and television programme production activities [PKD 59.11.Z];
• 36) Motion picture, video and television programme post-production activities [PKD 59.12.Z];
• 37) Motion picture, video and television programme distribution activities [PKD 59.13.Z];
• 38) Motion picture projection activities [PKD 59.14.Z];
• 39) Sound recording and music publishing activities [PKD 59.20.Z];
• 40) Radio broadcasting [PKD 60.10.Z];
• 41) Television programming and broadcasting activities [PKD 60.20.Z];
• 42) Wired telecommunications activities [PKD 61.10.Z];
• 43) Wireless telecommunications activities other than satellite telecommunications activities [PKD 61.20.Z];
• 44) Satellite telecommunications activities [PKD 61.30.Z];
• 45) Other telecommunications activities [PKD 61.90.Z];
• 46) Computer programming activities [PKD 62.01.Z];
• 47) Computer consultancy activities [PKD 62.02.Z];
• 48) Computer facilities management activities [PKD 62.03.Z];
• 49) Other information technology and computer service activities [PKD 62.09.Z];
• 50) Data processing, hosting and related activities [PKD 63.11.Z];
• 51) Web portals [PKD 63.12.Z];
• 52) Other information service activities, not classified elsewhere [PKD 63.99.Z];
• 53) Activities of holding companies [PKD 64.20.Z];
• 54) Financial leasing [PKD 64.91.Z];

• 55) Other financial service activities, except insurance and pension funding not elsewhere classified [PKD 64.99.Z];

• 56) Other activities auxiliary to financial services, except insurance and pension funding [PKD 66.19.Z];

• 57) Activities of insurance agents and brokers [PKD 66.22.Z];
• 58) Buying and selling of own real estate [PKD 68.10.Z];
• 59) Renting and operating of own or leased real estate [PKD 68.20.Z];
• 60) Real estate agencies [PKD 68.31.Z];
• 61) Real estate management on a fee or contract basis [PKD 68.32.Z];
• 62) Accounting, bookkeeping and auditing activities; tax consultancy [PKD 69.20.Z];
• 63) Public relations and communication activities [PKD 70.21.Z];
• 64) Business and other management consultancy activities [PKD 70.22.Z];
• 65) Architectural activities [PKD 71.11.Z];
• 66) Engineering activities and related technical consultancy [PKD 71.12.Z];
• 67) Technical testing and analysis [PKD 71.20.B];
• 68) Research and experimental development on biotechnology [PKD 72.11.Z];
• 69) Other research and experimental development on natural sciences and engineering [PKD 72.19.Z];
• 70) Advertising agencies [PKD 73.11.Z];
• 71) Agency in sale of time and space for advertisements in radio and television [PKD 73.12.A];
• 72) Agency in sale of space for advertisements in print media [PKD 73.12.B];
• 73) Agency in sale of space for advertisements in Internet [PKD 73.12.C];
• 74) Agency in sale of space for advertisements in other media [PKD 73.12.D]
• 75) Market research and public opinion polling [PKD 73.20.Z];
• 76) Specialised design activities [PKD 74.10.Z];
• 77) Other professional, scientific and technical activities not elsewhere classified [PKD 74.90.Z];
• 78) Renting and leasing of cars and light motor vehicles [PKD 77.11.Z];
• 79) Renting and leasing of other personal and household goods [PKD 77.29.Z];
• 80) Renting and leasing of office equipment and machinery including computers [PKD 77.33.Z];
• 81) Renting and leasing of other machinery, equipment and tangible goods not elsewhere classified [PKD 77.39.Z];
• 82) Leasing of intellectual property and similar products, except copyrighted works [PKD 77.40.Z];
• 83) Activities of employment placement agencies [PKD 78.10.Z];

• 84) Other human resources provision [PKD 78.30.Z];

• 85) Other reservation service not elsewhere classified [PKD 79.90.C];

• 86) Private security activities other than security systems service activities [PKD 80.10.Z];
• 87) Security systems service activities [PKD 80.20.Z];
• 88) Investigation activities [PKD 80.30.Z];
• 89) Combined office administrative service activities [PKD 82.11.Z];
• 90) Photocopying, document preparation and other specialised office support activities [PKD 82.19.Z];
• 91) Activities of call centres [PKD 82.20.Z];
• 92) Activities of collection agencies and credit bureaus [PKD 82.91.Z];
• 93) Packaging activities [PKD 82.92.Z];
• 94) Other business support service activities not elsewhere classified [PKD 82.99.Z];
• 95) Sports and recreation education [PKD 85.51.Z];
• 96) Cultural education [PKD 85.52.Z];
• 97) Teaching of foreign languages [PKD 85.59.A];
• 98) Other education not elsewhere classified [PKD 85.59.B];
• 99) Educational support activities [PKD 85.60.Z];
• 100) Performing arts [PKD 90.01.Z];
• 101) Support activities to performing arts [PKD 90.02.Z];
• 102) Operation of sports facilities [PKD 93.11.Z];
• 103) Activities of sport clubs [PKD 93.12.Z];
• 104) Fitness facilities [PKD 93.13.Z];
• 105) Other sports activities [PKD 93.19.Z];
• 106) Repair and maintenance of computers and peripheral equipment [PKD 95.11.Z];
• 107) Repair and maintenance of communication equipment [PKD 95.12.Z];
• 108) Other service activities not elsewhere classified [PKD 96.09.Z]."

Appendix No. 5 to the Merger Plan of Orange Polska S.A., Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Specification of the value of assets of Orange Customer Service spółka z ograniczoną odpowiedzialnością as of 30 April 2016

The Management Board of a company operating under the business name Orange Customer Service spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, NIP: 5262847786, REGON: 140092077, with the share capital amounting to PLN 200,000, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000230833, hereinafter referred to as "OCS", declares for and on behalf of OCS, pursuant to Article 499(2.3) of the Commercial Companies Code of 15 September 2000 ("the CCC"), as follows:

In connection with the intended merger, pursuant to Article 492(1.1) of the CCC, of OCS with a company operating under the business name Orange Polska Spółka Akcyjna with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000010681, as the acquiring company, on the basis of the balance sheet as of 30 April 2016, pursuant to Article 499(2.3) of the CCC, the following asset valuation of OCS as of 30 April 2016 has been determined:

• (i) Total assets amount to PLN 128,662,412.88 (in words: one hundred and twenty eight million six hundred and sixty two thousand four hundred and twelve and 88/100 Polish zlotys);
• (ii) Total liabilities and provisions for liabilities amount to PLN 114,742,491.96 (in words: one hundred and fourteen million seven hundred and forty two thousand four hundred and ninety one and 96/100 Polish zlotys);
• (iii) Net assets amount to PLN 13,919,920.92 (in words: thirteen million nine hundred and nineteen thousand nine hundred and twenty and 92/100 Polish zlotys).

The aforementioned balance sheet as of 30 April 2016 constitutes an attachment to this specification.

Warsaw, 24 May 2016

________________________

For Orange Customer Service sp. z o.o.:

Jolanta Dudek

Adam Wrzosek

Appendix No. 6 to the Merger Plan of Orange Polska S.A., Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Specification of the value of assets of TP Invest spółka z ograniczoną odpowiedzialnością as of 30 April 2016

The Management Board of a company operating under the business name TP Invest spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, ul. Stępińska 39, 00-739 Warsaw, REGON: 016230839, NIP: 5262398035, with the share capital amounting to PLN 20,000,000, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000024566, hereinafter referred to as "TP Invest", declares for and on behalf of TP Invest, pursuant to Article 499(2.3) of the Commercial Companies Code of 15 September 2000 ("the CCC"), as follows:

In connection with the intended merger, pursuant to Article 492(1.1) of the CCC, of TP Invest with a company operating under the business name Orange Polska Spółka Akcyjna with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000010681, as the acquiring company, on the basis of the balance sheet as of 30 April 2016, pursuant to Article 499(2.3) of the CCC, the following asset valuation of TP Invest as of 30 April 2016 has been determined:

• (i) Total assets amount to PLN 1,829,664,695.79 (in words: one billion eight hundred and twenty nine million six hundred and sixty four thousand six hundred and ninety five and 79/100 Polish zlotys);
• (ii) Total liabilities and provisions for liabilities amount to PLN 1,533,767,908.27 (in words: one billion five hundred and thirty three million seven hundred and sixty seven thousand nine hundred and eight and 27/100 Polish zlotys);
• (iii) Net assets amount to PLN 295,896,787.52 (in words: two hundred and ninety five million eight hundred and ninety six thousand seven hundred and eighty seven and 52/100 Polish zlotys).

The aforementioned balance sheet as of 30 April 2016 constitutes an attachment to this specification.

Warsaw, 24 May 2016

For TP Invest sp. z o.o.:

________________________

Maciej Nowohoński

Jowita Bukowińska

Appendix No. 7 to the Merger Plan of Orange Polska S.A., Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Declaration of Orange Customer Service spółka z ograniczoną odpowiedzialnością as the acquired company on the state of the company's accounts for the purpose of the merger

The Management Board of a company operating under the business name Orange Customer Service spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, NIP: 5262847786, REGON: 140092077, with the share capital amounting to PLN 200,000, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000230833, hereinafter referred to as "OCS", declares for and on behalf of OCS, pursuant to Article 499(2.4) of the Commercial Companies Code of 15 September 2000 ("the CCC"), as follows:

In connection with the intended merger, pursuant to Article 492(1.1) of the CCC, of OCS with a company operating under the business name Orange Polska Spółka Akcyjna with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000010681, as the acquiring company, on the basis of the balance sheet as of 30 April 2016, pursuant to Article 499(2.4 & 3) of the CCC, the following state of accounts of OCS as of 30 April 2016 has been determined:

(i) The balance sheet total of assets and liabilities is PLN 128,662,412.88 (in words: one hundred and twenty eight million six hundred and sixty two thousand four hundred and twelve and 88/100 Polish zlotys).

The aforementioned balance sheet as of 30 April 2016 constitutes an attachment to this declaration.

Warsaw, 24 May 2016

________________________

For Orange Customer Service sp. z o.o.:

Jolanta Dudek

Adam Wrzosek

Appendix No. 8 to the Merger Plan of Orange Polska S.A., Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

Declaration of TP Invest spółka z ograniczoną odpowiedzialnością as the acquired company on the state of the company's accounts for the purpose of the merger

The Management Board of a company operating under the business name TP Invest spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, ul. Stępińska 39, 00-739 Warsaw, REGON: 016230839, NIP: 5262398035, with the share capital amounting to PLN 20,000,000, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000024566, hereinafter referred to as "TP Invest", declares for and on behalf of TP Invest, pursuant to Article 499(2.4) of the Commercial Companies Code of 15 September 2000 ("the CCC"), as follows:

In connection with the intended merger, pursuant to Article 492(1.1) of the CCC, of TP Invest with a company operating under the business name Orange Polska Spółka Akcyjna with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000010681, as the acquiring company, on the basis of the balance sheet as of 30 April 2016, pursuant to Article 499(2.4 & 3) of the CCC, the following state of accounts of TP Invest as of 30 April 2016 has been determined:

(i) The balance sheet total of assets and liabilities is PLN 1,829,664,695.79 (in words: one billion eight hundred and twenty nine million six hundred and sixty four thousand six hundred and ninety five and 79/100 Polish zlotys).

The aforementioned balance sheet as of 30 April 2016 constitutes an attachment to this declaration.

Warsaw, 24 May 2016

For TP Invest sp. z o.o.:

________________________

Maciej Nowohoński

Jowita Bukowińska

Statement of Financial Position of Orange Customer Service Sp. z o.o.

(PLN)

	2016-04-30
ASSETS
Financial assets	125 000,00
Deferred tax assets	17 053 385,98
Total non-current assets	17 178 385,98
Trade receivables	42 067 171,21
Other assets	7 827 355,30
Loans and receivables	58 472 547,62
Cash and cash equivalents	3 116 952,77
Total current assets	111 484 026,90
TOTAL ASSETS	128 662 412,88
EQUITY AND LIABILITIES
Share capital	200 000,00
Capital from actuarial provision gains	2 506 950,00
Retained earnings - result of the current year	11 212 970,92
Total equity	13 919 920,92
Provisions	7 263 000,00
Employee benefits	21 246 988,70
Total non-current liabilities	28 509 988,70
Trade payables	41 338 338,01
Employee benefits	25 382 740,66
Provisions	17 672 272,62
Income tax liabilities	-
Other liabilities	1 839 151,97
Total current liabilities	86 232 503,26
TOTAL EQUITY AND LIABILITIES	128 662 412,88

Statement of Financial Position of TP Invest Sp. z o.o.

(PLN)	2016-04-30
ASSETS
Intangible assets	3 226,82
Property, plant and equipment	30 931,33
Investments in subsidiaries	55 117 987,04
Loans and receivables, excluding trade receivables	995 836 293,21
Deferred tax assets	204 857 990,57
Total non-current assets	1 255 846 428,97
Trade receivables	21 091,06
Other assets	2 840 304,43
Loans and receivables, excluding trade receivables	534 928 993,72
Prepaid expenses	2 338,78
Cash and cash equivalents	561 367,74
Dividends received (settlements)	35 464 171,09
Total current assets	573 818 266,82
TOTAL ASSETS	1 829 664 695,79
EQUITY AND LIABILITIES
Share capital	20 000 000,00
Other reserves	183 851 569,91
Result of the current year	36 927 345,27
Retained earnings - result of the previous year	55 117 872,34
Total equity	295 896 787,52
Financial liabilities at amortised cost, excluding trade payables	1 037 247 945,57
Employee benefits	10 792,90
Total non-current liabilities	1 037 258 738,47
Financial liabilities at amortised cost, excluding trade payables	495 791 500,26
Trade payables	89 102,72
Employee benefits	23 853,82
Other liabilities	2 033,00
Income tax liabilities	602 680,00
Total current liabilities	496 509 169,80
TOTAL EQUITY AND LIABILITIES	1 829 664 695,79

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