Orange Polska S.A.

Remuneration Information • Sep 4, 2017

Current report (19/2017),Orange Polska S.A. - Warsaw, Poland4September 2017

(translation of Polish version)title:Incentive Programme.Pursuant to Art. 17 clause 1 of theRegulations (eu) no 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC, the Management Board of Orange Polska S.A. ("Orange Polska")hereby informs that on September 4, 2017 the Supervisory Board adoptedthe Incentive Programme ("the Programme") for the Management BoardMembers, Executive Directors and key managers of Orange Polska S.A.,including selected members of management boards of subsidiaries ofOrange Polska S.A. ("the Participants"), which is based on derivativeinstruments ("phantom shares"), whose underlying asset is the OrangePolska S.A. share price on the regulated market operated by the WarsawStock Exchange.

The purpose of the Programme is to provide additional incentives tomotivate senior managers to achieve mid-term commercial and financialobjectives, resulting from Orange Polska's new strategy, which will leadto increasing the value of the Company's shares.

The terms of the Programme will be as follows:

1.Participation in the programme shall be voluntary.

2.The Programme Participants can purchase a total of up to 2,315,000phantom shares from the basic pool for a price of PLN 1 per phantomshare.

3.In case of meeting certain criteria described in the detailedRegulations of the Programme regarding the average price of OrangePolska shares and NPS (Net Promoter Score), the Participants shallpurchase additional packages of up to 1,438,500 and 616,500 phantomshares, respectively.

4.Phantom shares shall be bought back from the Participants by theCompany, at Orange Polska's average share price in the first quarter of2021, only in the case it is not lower than the arithmetic mean ofOrange Polska's closing share prices in the third quarter of 2017.Otherwise, phantom shares shall not be bought back, resulting in theloss of invested funds by the Participants.