Orange Polska S.A.

Regulatory Filings • Jul 23, 2018

Current Report (19/2018)Orange Polska S.A. - Warsaw, Poland23July 2018

(translation of Polish version)title: Agreement ontelecommunications access to the Orange Polska's fibre network forT-Moblie

Pursuant to Article 17(1) of the Regulation (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, the Management Board of OrangePolska S.A. ("Orange Polska", " Company") informs that with reference tothe current report No 27/2017 dated 20th December 2017, the Company andT-Mobile Polska have signed today an agreement on telecommunicationsaccess to Orange Polska's fibre network in the form of Bitstream Access("BSA").

The key terms and conditions of the agreement are as follows:

1. Orange Polska will provide wholesale access to its network in orderto provide BSA service on its own fibre infrastructure for T-Mobile'sclients in multi-family houses in deregulated. Co-operation covershouseholds that will be in the range of the fibre services as of the endof 2018 (approximately 1.7 million households).

2. In exchange, T-Mobile will pay to Orange Polska:

a. Upfront fee of PLN 275 million for access to the network which is notrefundable (except for the event that the access is not granted). Itwill be paid in two equal instalments: the first one, after signing ofthe agreement and the second one after the service will be ready fordelivery;

b. A monthly fee for each customer depending on the speed of the serviceand the year in which the relevant household was covered by the fibrenetwork. After 10 years they will be set at the level of regulated feesincreased by a margin.

3. T-Mobile will also cover various other fees e.g. related toinstallation of services and technical interventions, as well as one-offcosts related to integration of IT systems.

4. The agreement was signed for 10 years but it will be automaticallyextended for another 5 years if T-Mobile reaches a certain number ofcustomers connected to Orange Polska's network. Afterwards the contractmay be terminated by either party with 60 month notice period.

5. The parties also defined the terms and conditions for use of thefibre network built or acquired by Orange Polska beyond 2018 which wouldrequire a conclusion of a separate agreement in that respect requiring anew upfront fee which will depend on the number of households.

This wholesale co-operation will contribute to faster monetization ofOrange Polska investments in the fibre network and promote fibre assuperfast broadband technology in Poland. It will also maximize usage ofOrange Polska infrastructure while avoiding fibre network overbuildingby other operators and accelerate convergence of telecom services in thePolish market based on fibre. No exclusivity is granted under thetransaction and Orange Polska is open to negotiate wholesale access toits fibre network with other operators.