Orange Polska S A : The merger plan of ORANGE POLSKA S.A. with TP TELTECH SP. Z O.O.

MERGER PLAN

agreed on 30 August 2022 in Warsaw by and between:

1. Orange Polska Spółka Akcyjna with its registered office in Warsaw, Al. Jerozolimskie 160, 02- 326 Warsaw, REGON: 012100784, NIP: 5260250995, with the share capital amounting to PLN 3,937,072,437, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000010681, as the acquiring company, hereinafter referred to as
2. • 
     "OPL" or "Acquiring Company",
   • represented by its Management Board Members: Julien Ducarroz and Jacek Kunicki,

and

1. TP Teltech spółka z ograniczoną odpowiedzialnością with its registered office in Łódź, al.
2. • 
     Tadeusza Kościuszki 5/7, 90-418 Łódź, REGON: 472919476, NIP: 7251820520, with the share capital amounting to PLN 49 005 000,00, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Łódź-Śródmieście in Łódź, XX Commercial Division for the Court Register, under the entry: KRS 0000056853, as the acquired company, hereinafter referred to as "TP Teltech" or "Acquired Company",
   • represented by its Management Board Members: Leszek Lis and Michał Wójtowicz.

OPL and TP Teltech are further jointly referred to as "Companies".

PREAMBLE

1. This merger plan between Orange Polska Spółka Akcyjna with its registered office in Warsaw and TP Teltech spółka z ograniczoną odpowiedzialnością with its registered office in Łódź ("the Merger Plan") has been agreed, approved and executed in accordance with Articles 498 and 499 of the Commercial Companies Code of 15 September 2000 ("the CCC").
2. OPL and TP Teltech intend to merge pursuant to Article 492(1.1) of the CCC by acquisition of all the assets of TP Teltech, as the acquired company, by OPL, as the acquiring company ("the Merger").
3. In view of the fact that OPL is a public company and, according to the provisions on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies, it publishes semi-annual financial statements and makes them available to its shareholders, pursuant to Article 499(4) of the CCC it is not obliged to attach to the merger plan an accounting statement drawn up for the purpose of merger, which according to Article 499(2.4) of the CCC is an obligatory attachment to the merger plan.
4. In view of the fact that OPL holds 100% of shares in the Acquired Company, the contemplated merger shall be effected:

1.4.1.without the share capital of OPL being increased, and

1.4.2.in accordance with the simplified procedure (Article 516(1) in conjunction with Article 516(6) of the CCC).

CONSIDERING THE ABOVE, THE PARTIES HAVE AGREED THE FOLLOWING MERGER PLAN:

1 TYPES, BUSINESS NAMES AND REGISTERED OFFICES OF THE MERGING COMPANIES

1. Acquiring Company:
   Orange Polska Spółka Akcyjna, a joint-stock company with its registered office in Warsaw.
2. Acquired Company:

TP Teltech spółka z ograniczoną odpowiedzialnością, a limited liability company with its registered office in Łódź;

2 METHOD OF MERGER

1. The Merger shall be effected by transfer to OPL, as the only shareholder of the Acquired Company, of all the assets of the Acquired Company by way of universal succession, and winding-up of the Acquired Company without their liquidation, in accordance with Article 492(1.1) of the CCC.
2. As a result of the Merger, OPL, as the Acquiring Company, shall enter, as of the date of merger, into all the rights and obligations of the Acquired Company, in accordance with Article 494(1) of the CCC.
3. In view of the fact, that OPL, as the Acquiring Company, holds all the shares in the share capital of the Acquired Company:
4. 1. the merger shall be effected without an increase in the share capital of OPL as the Acquiring Company;
   2. reports of the Management Boards of the Companies, referred to in Article 501(1) of the CCC, shall not be drawn up, in accordance with Article 516(5) of the CCC in conjunction with Article 516(6) of the CCC;
   3. the Merger Plan shall not be analysed by a court expert assigned by the district court, in accordance with Article 516(5) of the CCC in conjunction with Article 516(6) of the CCC;
   4. the Merger Plan does not indicate the information described in Article 499(1.2-4) of the CCC, in accordance with Article 516(5) of the CCC in conjunction with Article 516(6) of the CCC.

1. RIGHTS GRANTED BY OPL AS THE ACQUIRING COMPANY TO THE SHAREHOLDERS HOLDING PRIVILEGES IN TP TELTECH AS THE ACQUIRED COMPANY
   With regard to the Merger, OPL, as the Acquiring Company, shall not grant any rights, described in Article 499(1.5) of the CCC to the shareholders and persons holding privileges in TP Teltech as the Acquired Company.
2. SPECIAL BENEFITS FOR MEMBERS OF THE GOVERNING BODIES OF THE COMPANIES AND OTHER PERSONS PARTICIPATING IN THE MERGER
   Neither OPL, as the Acquiring Company, nor TP Teltech, as the Acquired Company, shall grant any special benefits, referred to in Article 499(1.6) of the CCC, to members of the governing bodies or other persons participating in the Merger.

5 AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF OPL

The Articles of Association of OPL, as the Acquiring Company, shall be amended the extent specified in detail in Appendix No.3 to the Merger Plan.

1

In view of the fact that the Merger shall be effected without an increase of the share capital of OPL, as the Acquiring Company, the Articles of Association of OPL shall not be amended with respect to the share capital.

6 MANDATORY APPENDICES TO THE MERGER PLAN

In accordance with Article 499(2) of the CCC, the following appendices are attached to this Merger Plan:

• Draft resolution of the General Meeting of Shareholders of OPL as the acquiring company on the merger (Appendix No. 1);
• Draft resolution of the General Meeting of Shareholders of TP Teltech as the acquired company on the merger (Appendix No. 2);
• Draft amendments to the Articles of Association of OPL as the acquiring company (Appendix No. 3);
• Specification of the value of assets of TP Teltech as the acquired company as of 31 July 2022 (Appendix No. 4);
• Declaration on the state of TP Teltech's accounts as of 31 July 2022 for the purpose of the merger (Appendix No. 5);

Appendix No. 1 to the Merger Plan of Orange Polska S.A. and

TP Teltech sp. z o.o.

Draft Resolution

No. [●]

of the Extraordinary Meeting of Shareholders of Orange

Polska S.A. with its registered office in Warsaw

on the merger of Orange Polska S.A. with TP Teltech sp. z o.o.

Pursuant to Article 506(1) of the Commercial Companies Code ("the CCC") it is resolved as follows:

§ 1

The Extraordinary Meeting of Shareholders of Orange Polska S.A. with its registered office in Warsaw ("the Acquiring Company") resolves to merge, pursuant to Article 492(1.1) of the CCC, the Acquiring Company with a company operating under the business name TP Teltech spółka z ograniczoną odpowiedzialnością with its registered office in Łódź, al. Tadeusza Kościuszki 5/7, 90-418 Łódź, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Łódź-Śródmieście in Łódź, XX Commercial Division for the Court Register, under the entry: KRS 0000056853 ("Acquired Company"), as the acquired company, by transfer of all assets of the Acquired Company to the Acquiring Company being the sole shareholder of the Acquired Company.

§ 2

The Extraordinary Meeting of Shareholders of the Acquiring Company resolves to approve the merger plan agreed by and between the Acquiring Company and the Acquired Company on 30 August 2022 ("the Merger Plan"), which constitutes (with attachments to it) the Attachment No. 1 to these minutes, and to the content of all appendices to the Merger Plan, including amendments to The Articles of Association of the Acquiring Company specified in detail in Appendix No.3 to the Merger Plan.

§ 3

The Extraordinary Meeting of Shareholders of the Acquiring Company resolves and agrees that the merger shall be effected in accordance with the Merger Plan, in particular:

1. the merger of the Acquiring Company with the Acquired Company shall be effected by transferring all assets of the Acquired Company to the Acquiring Company - merger by acquisition pursuant to Article 492(1.1) of the CCC;
2. the merger of the Acquiring Company with the Acquired Company shall be effected in accordance with the simplified procedure set out in Article 515(1) of the CCC in conjunction with Article 516(6) of the CCC, i.e. without an increase in the share capital of the Acquiring Company, in view of the fact that the Acquiring Company holds a 100% stake in each of the Acquired Company;
3. in connection with the Merger, the Articles of Association of the Acquiring Company shall be amended the extent specified in detail in Appendix No.3 to the Merger Plan;
4. the shareholders and persons holding privileges in the Acquiring Company shall not be granted any rights referred to in Article 499(1.5) of the CCC;
5. neither members of governing bodies of the merging companies nor other persons participating in the merger shall be granted any special benefits referred to in Article 499(1.6) of the CCC.

Appendix No. 2 to the Merger Plan of Orange Polska S.A. and TP

Teltech sp. z o.o.

Draft Resolution

No. [●]

of the Extraordinary Meeting of Shareholders

of TP Teltech spółka z ograniczoną odpowiedzialnością with its registered

office in Łódź

on the merger of Orange Polska S.A. and TP Teltech sp. z o.o.

Pursuant to Article 506(1) of the Commercial Companies Code ("the CCC") it is resolved as follows:

§ 1

The Extraordinary Meeting of Shareholders of TP Teltech spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw ("TP Teltech") resolves to merge, pursuant to Article 492(1.1) of the CCC, TP Teltech as the acquired company with a company operating under the business name Orange Polska S.A. with its registered office in Warsaw, Al. Jerozolimskie 160, 02-326 Warsaw, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division for the Court Register, under the entry: KRS 0000010681 ("the Acquiring Company"), as the acquiring company, and TP Teltech spółka z ograniczoną odpowiedzialnością with its registered office in Łódź, al. Tadeusza Kościuszki 5/7, 90-418 Łódź, registered in the commercial register of the National Court Register kept by the District Court for the Capital City of Łódź-Śródmieście in Łódź, XX Commercial Division for the Court Register, under the entry: KRS 0000056853 ("the Acquired Company"), as the acquired company, by transfer of all assets of the Acquired Company to the Acquiring Company being the sole shareholder of the Acquired Company.

§ 2

The Extraordinary Meeting of Shareholders of the Acquiring Company resolves to approve the merger plan agreed by and between the Acquiring Company and the Acquired Company on 30 August 2022 ("the Merger Plan"), which constitutes (with attachments to it) the Attachment No. 1 to these minutes, and to the content of all appendices to the Merger Plan, including amendments to The Articles of Association of the Acquiring Company specified in detail in Appendix No.3 to the Merger Plan.

§ 3

The Extraordinary Meeting of Shareholders of the Acquiring Company resolves and agrees that the merger shall be effected in accordance with the Merger Plan, in particular:

1. the merger of the Acquiring Company with the Acquired Company shall be effected by transferring all assets of the Acquired Company to the Acquiring Company - merger by acquisition pursuant to Article 492(1.1) of the CCC;
2. the merger of the Acquiring Company with the Acquired Company shall be effected in accordance with the simplified procedure set out in Article 515(1) of the CCC in conjunction with Article 516(6) of the CCC, i.e. without an increase in the share capital of the Acquiring Company, in view of the fact that the Acquiring Company holds a 100% stake in each of the Acquired Company;
3. in connection with the Merger, the Articles of Association of the Acquiring Company shall be amended the extent specified in detail in Appendix No.3 to the Merger Plan;
4. the shareholders and persons holding privileges in the Acquiring Company shall not be granted any rights referred to in Article 499(1.5) of the CCC;