Orange Polska S A : Materials - AGM of Orange Polska – 19 April 2024

Annual General Meeting

of Orange Polska S.A.

Warszawa, 19 April 2024

Current report 5/2024

Orange Polska S.A. - Warsaw, Poland

22 March 2024

Pursuant to art. 19, clause 1, item 1 of the Decree of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, the Management Board of Orange Polska S.A. informs about summoning the Annual General Meeting.

ANNOUNCEMENT

of the Management Board of Orange Polska

on the Annual General Meeting

I. Date, time and venue of the Annual General Meeting and detailed Agenda

The Management Board of Orange Polska Spółka Akcyjna (hereinafter referred to as 'Orange Polska S.A.' or 'the Company') with its registered seat in Warsaw, entered in the companies' register maintained by the Regional Court for the Capital City of Warsaw, 12th Business Division of the National Court Register, under the number 0000010681, acting pursuant to provisions of article 399 § 1 of the Commercial Companies Code and § 12 clause 2 of the Articles of Association of Orange Polska S.A., convenes the Annual General Meeting of Orange Polska S.A. ('General Meeting') to be held on 19 April 2024, (Friday) at 11:00 CET, in Warsaw, at Orange Polska S.A. headquarters at Aleje Jerozolimskie 160 ('Company's headquarters'), building E, ground floor, the conference hall - K/CK.

Agenda:

1. opening of the Meeting;
2. election of the Chairman;
   Resolution no. 1 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on nomination of the Chairman of the Annual General Meeting
3. statement that the Meeting is valid and capable to adopt resolutions;
4. review of:
5. 1. the Orange Polska S.A. separate financial statements for the 2023 financial year,
   2. the Management Board's motion on distribution of the Orange Polska S.A. profit for the 2023 financial year,
   3. the Management Board's report on the activity of Orange Polska Group and Orange Polska S.A., and the IFRS consolidated financial statements for the 2023 financial year,
   4. the Report of the Orange Polska S.A. Supervisory Board for the 2023 financial year,
6. adoption of the following resolutions concerning:
7. 1. approval of Orange Polska S.A. separate financial statements for the 2023 financial year,

Resolution no 2 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on approval of the Orange Polska S.A. IFRS financial statements for 2023

b) distribution of the Orange Polska S.A. profit for the 2023 financial year,

Resolution no 3 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on distribution of Orange Polska S.A. profit for the 2023 financial year

1. approval of the Management Board's report on the activity of Orange Polska Group and Orange
   Polska S.A. in the 2023 financial year,

Resolution no 4 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on approval of the Management Board report on the activity of Orange Polska Group and Orange Polska S.A. in the 2023 financial year

e) approval of the Orange Polska Group consolidated financial statements for the 2023 financial year,

Resolution no 5 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on approval of the IFRS consolidated financial statements for 2023 financial year

f) approval of the Supervisory Board report for the 2023 financial year,

Resolution no 6 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on approval of the Supervisory Board report for the 2023 financial year

1. granting approval of the performance of duties of the members of Orange Polska S.A. governing bodies in the financial year 2023,

Resolution no 7 - 8 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on granting approval of the performance of duties of the Management Board's President of Orange Polska S.A.

Resolutions no 9 - 15 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on granting approval of the performance of duties of the Management Board's member of Orange Polska S.A.

Resolutions no 16 - 31 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on granting approval of the performance of duties of the Supervisory Board member of Orange Polska S.A.

NOTE: each resolution will be voted separately

1. adoption of the resolution on expressing an opinion on the annual report on remuneration prepared by the Supervisory Board,

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Resolution no 32 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on adoption of the resolution on expressing an opinion on the annual report on remuneration prepared by the Supervisory Board

1. adoption of the amended Remuneration Policy for Members of the Management Board and Supervisory Board of Orange Polska S.A.,
   Resolution no 33 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on the adoption of the amended Remuneration Policy for Members of the Management Board and Supervisory Board of Orange Polska S.A.
2. changes in the Supervisory Board's composition,
   Resolution no 34 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on appointment of a Supervisory Board member
   /Voting on appointment of Philippe Béguin /
   Resolution no 35 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on appointment of a Supervisory Board member
   /Voting on appointment of Bénédicte Anne Françoise David /
   Resolution no 36 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on appointment of a Supervisory Board member
   /Voting on appointment of Marie-NoëlleJégo-Laveissière /
   Resolution no 37 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on appointment of a Supervisory Board member
   /Voting on appointment of Maria Pasło-Wiśniewska /
   Resolution no 38 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024 on appointment of a Supervisory Board member
   /Voting on appointment of Jean-MarcVignolles /

NOTE: the ordinal numbers of the resolutions and the names of the candidates to the Supervisory Board may change due to the potential motions of the shareholders indicated before and/or during the Annual General Meeting.

1. closing of the Meeting.

1. Information on participation rights in the General Meeting of Orange Polska S.A.

1. Shareholder's right to request for certain issues to be put on the General Meeting's agenda and to table draft resolutions

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1. the justification or a draft resolution on the proposed item,
2. an updated office copy of the entries in the companies' register or any other equivalent document confirming representation to act in the petitioner's name - regards the shareholders that are legal persons or entities that have no legal personality,
3. a document confirming ownership of such number of shares that authorises to place the request.

The request shall be filed with the Management Board in writing at the Company's headquarters, or sent by e-mail to the wza@orange.com(pdf file), at least 21 days prior to the date of the General Meeting, i.e., on 29 March 2024 at the latest.

1. The Management Board shall immediately, and not later than at least 18 days prior to the planned date of the General Meeting, i.e. by 1 April 2024, announce changes to the agenda introduced

upon Shareholders' request. The announcement shall be made in the manner appropriate to convene the General Meeting.

1. Pursuant to art. 401 § 4 of the Commercial Companies Code, the Shareholder or Shareholders representing at least 5% of the share capital and authorised to participate in the General Meeting

have the right to table draft resolutions on issues on the General Meeting agenda or those to be put on the agenda. The drafts shall be filed with the Management Board in writing at the Company's headquarters, or sent by e-mail to the address wza@orange.com(pdf file). The request with the draft resolution shall be accompanied by the documents referred to in points 1b) and 1c).

1. The Company may take actions proportional to the purpose to identify the Shareholder or Shareholders and verify the validity of the documents submitted, referred to in points 1) and 3).
2. Pursuant to art. 401 § 5 of the Commercial Companies Code, each Shareholder authorised to participate in the General Meeting may, during the General Meeting, table draft resolutions on the issues that have been put on the agenda.

2. Exercise of their voting right by the proxy holder

1. A Shareholder being natural person may participate in the General Meeting and exercise his/her voting right in person or by a proxy holder.
   A Shareholder not being natural person may participate in the General Meeting and exercise its voting right through a person authorised to make statements of will in its name or by a proxy holder.

2) The proxy shall be made in writing, otherwise null and void, and it shall be appended to the General Meeting minutes or made in electronic form. The form of the proxy authorising to exercise the voting right by a proxy holder is available at the Company's website: www.orange- ir.pl(pdf file).

1. Orange Polska S.A. shall be notified about a proxy in electronic form at least 3 working days prior to the General Meeting, i.e. on 16 April 2024 at 16:00 CET at the latest by e-mail sent to wza@orange.comcontaining a scan of proxy signed by the Shareholder or, in case of shareholders other than natural persons, by persons authorised to represent such Shareholder.

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1. 1. Orange Polska S.A. shall take relevant steps to identify the Shareholder and the proxy holder in order to verify the validity of the proxy made in electronic form. The verification may mean a feedback by e-mail or by telephone asking the Shareholder and/or the proxy holder to confirm the representation and the scope of the proxy. Orange Polska S.A. thereby represents that any failure to respond to such verification shall be treated as failure to grant proxy and shall give grounds for such proxy holder to be denied access to the General Meeting.
   2. The right to represent a Shareholder not being a natural person shall be derived from an office copy of the relevant register (placed in original or in a copy confirmed by notary), or other equivalent document or from the proxy, to be presented when checking the attendance list or sent in electronic form (pdf file). A person/persons granting proxy on behalf of the Shareholder that is not natural person shall by entered in the updated office copy of the relevant register.
   3. A management board member and an employee of the Company may act as proxy holders at the General Meeting. If a management board member or a supervisory board member or an employee of the Company or a member of a subsidiary's bodies or its employee is a proxy holder at the General Meeting, the proxy may authorise to represent exclusively at a single General Meeting.
   4. The proxy holder, referred to in point 6) shall notify the Shareholder about any circumstances that indicate or may indicate a conflict of interest. Further representation shall be forbidden.
   5. The proxy holder, referred to in point 6) shall vote in line with the instructions received from the Shareholder.
2. The possibility and mode of participating in the General Meeting by means of electronic communication
3. 1. The Company allows for participation in the General Meeting by means of electronic communication.
   2. Shareholder or a proxy holder intending to participate in the General Meeting in the manner referred to in point 1), is obliged to notify this intention to the Company using electronic means of communication no later than 3 working days prior to the date of the General Meeting, i.e. on 16 April 2024 at the latest at: wza@orange.com.
   3. Using the above mentioned form of participation in the General Meeting shall be possible via a link which will be sent to the Shareholder or a proxy after positive verification of his/her rights, 2 working days prior to the date of the General Meeting, i.e. on 17 April 2024 by 16:00 CET at the latest.
   4. Detailed rules and conditions for the participation in the General Meeting by means of electronic communication are specified in the Annex to this announcement.
4. The method of communication at the General Meeting by means of electronic communication
   The Company allows Shareholders to communicate by electronic means only (chat) at the General Meeting under the conditions specified in the Annex to this announcement.

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1. The procedure for casting votes by correspondence or by electronic means
2. 1. The Company does not allow for executing the voting right by correspondence.
   2. The Company allows for executing the voting right by means of electronic communication under the conditions specified in the Annex to this announcement
3. The record date
   The 16th day prior to the date of the General Meeting, i.e., 3 April 2024 shall be the record date.
4. The right to participate in the General Meeting
5. 1. Only the persons being Orange Polska S.A. Shareholders as of the record date, i.e., 3 April 2024, shall have the right to participate in the General Meeting. Personal certificate of entitlement to attend the General Meeting is issued by the entity operating a securities account, not later than in the first working day after the day of registration, i.e. 4 April 2024.
   2. The list of Shareholders authorised to participate in the General Meeting shall be made pursuant to the data received from the National Securities Depository (KDPW). It is however recommended that the Shareholders had bearer certificates of their right to participate in the General Meeting issued by the entity maintaining the securities account.
   3. Shareholders shall be allowed to take part in the General Meeting on producing their identity document, while proxy holders shall be allowed to take part in the General Meeting on producing their identity document and the proxy made in writing or by electronic means. Representatives of legal persons or entities not having legal personality shall additionally produce updated office copies of relevant registers with persons authorised to represent the entities entered in it.

4) The list of Shareholders entitled to participate in the General Meeting will be available at the Company's headquarters three working days before the General Meeting, i.e. from 16 April 2024.

1. 1. Any Shareholder may demand that the list of Shareholders entitled to participate in the General Meeting be e-mailed free of charge to the e-mail address indicated by them. If she/he is not included in the list of Shareholders entitled to participate in the General Meeting, the Company may demand the presentation of documents confirming that the demanding party is truly a Shareholder on the date of forming such a demand.
2. Access to documentation and other information
3. 1. Any information and documents to be presented to the General Meeting together with draft resolutions, shall be placed at the Company's website:www.orange-ir.plin AGM section beginning on the day the General Meeting has been convened.
   2. The Management Board's report on the activities, financial statements, the Supervisory Board's report and audit reports are posted on the Company's website at:www.orange-ir.pl.
   3. Beginning on 12 April 2024, a Shareholder shall have the right to request a copy of motions on the issues on agenda.

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4) The proceedings of the General Meeting will be transmitted via the Internet. The link to the transmission enabling real-time reception of the General Meeting in Polish and English will be posted on the Company's website www.orange-ir.pla week prior to the General Meeting.

1. Information related to the processing of personal data by the Company is available at:www.orange-ir.pl.

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- DRAFT -

resolution no. …

of the Annual General Meeting

of Orange Polska SA

dated 19 April 2024

on nomination of the Chairman of the Annual General Meeting

§ 1

The Annual General Meeting nominates …………………………………………………….. as the Chairmen

of the Annual General Meeting.

§ 2

The resolution enters into force upon adoption.

point 4.

of the meeting agenda

Review of:

• the Orange Polska S.A. separate financial statements for the 2023 financial year,
• the Management Board's motion on distribution of the Orange Polska S.A. profit for the 2023 financial year,
• the Management Board's report on the activity of Orange Polska Group and Orange Polska
  S.A., and the IFRS consolidated financial statements for the 2023 financial year,
• the Report of the Orange Polska S.A. Supervisory Board for the 2023 financial year,