Orange Polska S.A.

M&A Activity • Jul 21, 2017

Current report (15/2017),Orange Polska S.A. - Warsaw, Poland21July 2017

(translation of Polish version)title:Conclusion of a conditional preliminary agreement for sale of100% shares in Multimedia Polska Energia Sp. z o.o.

Pursuant to Art. 17 clause 1 of the Regulations (eu) no 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (hereinafter "MAR Regulations"),the Management Board of Orange Polska S.A. ("Orange Polska" or "theCompany") hereby announces that on July 21, 2017, Orange Polska andTokida Investments Sp. z o.o., a special purpose vehicle, concluded aconditional preliminary agreement ("the Agreement") for sale of 100%shares ("the Shares") in Gdynia-based Multimedia Polska Energia Sp. zo.o. ("Multimedia Energia").According to theAgreement, the purchase price of the Shares will be PLN 37 million (inwords: thirty seven million Polish zlotys), an amount determined as theEnterprise Value. This amount will be adjusted for working capital andcash positions as of the date of closure of outstanding transactions inMultimedia Energia.The closure of the transaction is subject toa condition precedent that Orange Polska obtains an approval of theantimonopoly authorities for the concentration within the expected timelimit of three months after the date of the Agreement.

Multimedia Energia is a company selling electricity to both residentialand business customers. It provides services on a third party access(TPA) to the grid basis, which has been made possible by the progressiveliberalisation of the electricity market. As of the date of theAgreement, Multimedia Energia had a customer base of approximately75,000, generating average monthly revenue per user of PLN 46.

The aforementioned transaction is consistent with Orange Polska'sstrategy to develop services to households which are complementary toits core telecommunication services. It will enable the Company toexpand its Orange Energy customer base to approximately 100,000, drivingOrange Polska to the leadership position among alternative energysuppliers and enhancing its comprehensive service portfolio.