Orange Polska : 34-2016 Orange Polska to merge with Orange Customer Service and TP Invest into one company

Current Report (34/2016)
Orange Polska S.A. - Warsaw, Poland
24 May 2016

Pursuant to articles 5(1.13) and 19(1),(2) of the Decree of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259, as amended).

Orange Polska to merge with Orange Customer Service and TP Invest into one company

The Management Board of Orange Polska S.A. ('Orange Polska') hereby informs about a decision of 24 May 2016 to merge with its subsidiaries: Orange Customer Service sp. z o.o. ('Orange Customer Service', in which Orange Polska holds a 100% stake in the share capital and 100% of the voting power) and TP Invest sp. z o.o. ('TP Invest', in which Orange Polska holds a 100% stake in the share capital and 100% of the voting power). The intended merger will be effected in accordance with article 492(1.1) of the Commercial Companies Code by transferring all assets of Orange Customer Service and TP Invest to Orange Polska (merger by acquisition). Furthermore, on 24 May 2016, Orange Polska, Orange Customer Service and TP Invest agreed upon the merger plan in writing.

The purpose of the merger of the companies is:
• Simplification of the Orange Polska Group management through increase of operational efficiency as well as integration and simplification of processes in the merged companies;
• Unification of work conditions for employees of the merged companies.

Orange Polska is Poland's leading telecommunication provider, operating in all segments of the Polish telecoms market. The Group owns the largest technical infrastructure in Poland, with operations in fixed voice, data and mobile networks. The Orange brand is highly appreciated by Polish consumers for the choice and quality of the services offered.

Orange Customer Service provides comprehensive customer care for Orange Polska's customers.

The main objective of TP Invest is to carry out corporate governance over all Orange Polska's non-core subsidiaries. TP Invest is also involved in leasing activity.

The merger plan, together with relevant documentations, as specified in Art. 499 § 2 of the Commercial Companies Code, is presented in the attachment to this current report.