Orange Polska S A : Materials - AGM of Orange Polska - 22 April 2022

Annual General Meeting

of Orange Polska S.A.

Warszawa, 22 April 2022

Current report 5/2022 Orange Polska S.A. - Warsaw, Poland

25 March 2022

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 22 April 2022,(Friday) at 10:00 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 22 April 2022 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:

  • a) the Orange Polska S.A. separate financial statements for the 2021 financial year,

  • b) the Management Board's motion on distribution of the Orange Polska S.A. profit for the 2021 financial year,

  • c) 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 2021 financial year,

  • d) the Report of the Supervisory Board for the 2021 financial year,

• 5) adoption of the following resolutions concerning: a) approval of Orange Polska S.A. separate financial statements for the 2021 financial year,

Resolution no 2 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on approval of the Orange Polska S.A. IFRS financial statements for 2021

b) distribution of the Orange Polska S.A. profit for the 2021 financial year,

Resolution no 3 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on distribution of Orange Polska S.A. profit for the 2021 financial year

c) approval of the Management Board's report on the activity of Orange Polska Group and

Orange Polska S.A. in the 2021 financial year,

Resolution no 4 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on approval of the Management Board report on the activity of Orange Polska Group and Orange Polska S.A. in the 2021 financial year

d) approval of the Orange Polska Group consolidated financial statements for the 2021 financial year,

Resolution no 5 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on approval of the IFRS consolidated financial statements for 2021

e) approval of the Supervisory Board report for the 2021 financial year,

Resolution no 6 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on approval of the Supervisory Board report for the 2021 financial year

f) granting the members of the governing bodies of Orange Polska S.A. the approval of performance of their duties,

Resolution no 7 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on granting approval of the performance of duties of the Management Board's President of Orange Polska S.A.

Resolutions no 8 - 14 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on granting approval of the performance of duties of the Management Board's member of Orange Polska S.A.

Resolutions no 15 - 31 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 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

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

Resolution no 32 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on adoption of the resolution on expressing an opinion on the annual report on remuneration prepared by the Supervisory Board

7)adoption of the resolution on adoption of the diversity management policy for Members of the Supervisory Board,

Resolution no 33 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on adoption of the resolution on adoption of the diversity management policy for Members of the Supervisory Board

8)

changes in the Supervisory Board's composition,

Resolution no 34 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on appointment of a Supervisory Board member

/Voting on appointment of Mr. Bartosz Dobrzyński/

Resolution no 35 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on appointment of a Supervisory Board member

/Voting on appointment of Ms. Monika Nachyła/

Resolution no 36 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on appointment of a Supervisory Board member

/Voting on appointment of Mr. Marc Ricau/

Resolution no 37 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on appointment of a Supervisory Board member

/Voting on appointment of Mr. Jean-Michel Thibaud/

Resolution no 38 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on appointment of a Supervisory Board member

/Voting on appointment of Mr. Maciej Witucki/

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.

9)closing of the Meeting.

II. 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

• 1) Pursuant to art. 401 § 1 of the Commercial Companies Code, the Shareholder or Shareholders representing at least 5% of the share capital have the right to put issues on the General Meeting agenda. The request shall contain the following:

  • a) the justification or a draft resolution on the proposed item,

  • b) 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,

  • c) 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 thewza@orange.com (pdf file), at least 21 days prior to the date of the General Meeting, i.e., on 1 April 2022 at the latest.

• 2) 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 4 April 2022, announce changes to the agenda introduced upon Shareholders' request. The announcement shall be made in the manner appropriate to convene the General Meeting.

• 3) 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

addresswza@orange.com (pdf file). The request with the draft resolution shall be accompanied by the documents referred to in points 1b) and 1c).

• 4) 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).

• 5) 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).

• 3) 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 19 April 2022 at 16:00 CET at the latest by e-mail sent towza@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.

• 4) 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.

• 5) 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.

• 6) 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.

• 7) 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.

• 8) The proxy holder, referred to in point 6) shall vote in line with the instructions received from the Shareholder.

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