Orange Polska S.A.

Related Party Transaction • Oct 20, 2020

Current report 25/2020Orange Polska S.A. - Warsaw, Poland20October 2020(translation of Polishversion)title: Opinion of theSupervisory Board regarding a new agreement for the use of the Orangebrand.Pursuant to Article 17(1) of the Regulation (EU)No. 596/2014 of the European Parliament and of the Council of 16 April2014 on market abuse (market abuse regulation) and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC, the Management Boardof Orange Polska S.A. ("Orange Polska", "Company") hereby announces thaton 20 October 2020, a new agreement for the use of the Orange brand byOrange Polska for the period from 2021 to 2030 ("The Agreement") hasreceived a positive opinion of the Orange Polska's Supervisory Board(with only Independent Members permitted to vote). The Agreement hasbeen agreed and will be signed between Orange Polska and Orange BrandServices Limited before year end. Current agreement expires at the endof 2020.

According to the Agreement the licence fee will amount to 1.6% ofrevenues from goods and services sold under Orange brand by OrangePolska's retail sales channels with the exception of PSTN goods andservices where the fee will amount to 0.8% until the share of revenuesfrom convergent services exceeds 21.8% of total Orange Polskaconsolidated revenues.

Orange is a global brand serving over 260 million customers and presentin 29 markets. In the BrandZ worldwide brand ranking it is valued atover $20 billion making it one of the top 10 most valuable telco brandsglobally. It is also the leading brand in Poland. According to externalmarket research conducted in July 2020, Orange was the first choicebrand for Polish consumers with respect to convergence, fibre, mobilebroadband and mobile voice post-paid. The Orange brand is essential forthe implementation of Orange Polska's strategy, further consolidation ofOrange Polska's market positioning and for the creation of value for allstakeholders.

The Agreement received a positive opinion from the Independent Membersof Orange Polska's Supervisory Board following an independent review byPwC, which has concluded on the fairness of the agreement to the Companyfrom a financial point of view.