Current report 11/2021

Orange Polska S.A. - Warsaw, Poland

25 June 2021

Pursuant to art. 19, clause 1, item 6 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. ("Orange Polska", "the Company") submits content of the resolutions that were adopted by the Ordinary Annual General Meeting on June 25, 2021.

Resolution no 1 of Annual General Meeting of Orange Polska S.A. dated 25 June 2021

on election of the Chairman of the Annual General Meeting

Pursuant to article 409 § 1 of the Commercial Companies Code and § 18 clause 1 of the

Company's Articles of Association, the following is resolved:

§ 1

The Annual General Meeting nominates Mr. Jacek Krauss as the Chairmen of the Annual

General Meeting.

§ 2

The resolution enters into force upon adoption.

There were submitted 902 009 041 valid votes, corresponding to 902 009 041 shares that account for 68.73% of the share capital

Votes in favour

902 009 041

Votes against

0

Sustained

0

Resolution no 2 of Annual General Meeting of Orange Polska S.A.

dated 25 June 2021

on approval of the Orange Polska S.A. IFRS financial statements for 2020

On the basis of art. 53 clause 1 of the Accounting Act and art. 393 item 1, art. 395 § 2 item 1

of the Commercial Companies Code and § 13 item 1 of the Orange Polska S.A. Articles of

Association, the following resolution is hereby adopted:

§ 1

The Annual General Meeting approves the Orange Polska S.A. IFRS financial statements for

2020 which include:

  1. income statement for 2020 showing net income of PLN 47 million (in words: PLN forty seven million),
  2. statement of comprehensive income for 2020 showing total comprehensive income of PLN 34 million (in words: PLN thirty four million),
  3. statement of financial position as at 31 December 2020, with the balance sheet total of PLN 23,904 million (in words: PLN twenty three billion nine hundred and four million),

1

841 113 933
56 509 000
4 386 117
901 474 511
0
534 539
  1. statement of changes in equity for 2020 showing an increase in equity by PLN 43 million (in words: PLN forty three million),
  2. statement of cash flows for 2020 showing a decrease in net cash and cash equivalents by PLN 46 million (in words: PLN forty six million),
  3. notes to the financial statements.

§ 2

The resolution comes into force on the day of its adoption.

There were submitted 902 009 050 valid votes, corresponding to 902 009 050 shares that account for 68.73% of the share capital

Votes in favour

Votes against

Sustained

Resolution no 3 of Annual General Meeting of Orange Polska S.A. dated 25 June 2021

on distribution of Orange Polska S.A. profit for the 2020 financial year

On the basis of art 395 § 2 item 2 of the Commercial Companies Code and § 13 point 2 of Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:

§ 1

The net profit of Orange Polska S.A. for the 2020 financial year of PLN 46,754,503.75 (in words: PLN forty six million, seven hundred and fifty four thousand, five hundred and three 75/100) shall be divided in the following manner:

  1. to the reserve capital, referred to in § 31 clause 3 of the Articles of Association - PLN 935,090.08 (in words: PLN nine hundred and thirty five thousand and ninety 08/100),
  2. to the reserve capital - PLN 45,819,413.67 (in words: PLN forty five million, eight hundred and nineteen thousand, four hundred and thirteen 67/100).
    • 2

The amount allocated to the reserve capital, referred to in § 1 point 2 may be distributed as a dividend.

§ 3

The resolution comes into force on the day of its adoption.

There were submitted 902 009 050 valid votes, corresponding to 902 009 050 shares that account for 68.73% of the share capital

Votes in favour

Votes against

Sustained

Resolution no 4 of Annual General Meeting of Orange Polska S.A. dated 25 June 2021

on distribution of the Orange Polska S.A. profit from previous years

2

841 113 933
56 509 000
4 386 117

On the basis of art 395 § 2 item 2 of the Commercial Companies Code and § 13 item 2 of Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:

§ 1

The profit from previous years of Orange Polska S.A. disclosed in the Company's Financial Statements for the 2020 financial year of PLN 18 055 143.94 (in words: PLN eighteen million fifty five thousand one hundred and forty three 94/100), shall be distributed in the following manner:

  1. to the reserve capital, referred to in § 31 clause 3 of the Articles of Association - PLN 361,102.88 (in words: PLN three hundred and sixty one thousand, one hundred and two 88/100),
  2. to the reserve capital - PLN 17,694,041.06 (in words: PLN seventeen million, six hundred and ninety four thousand, forty one 06/100).

§ 2

The amount allocated to the reserve capital, referred to in § 1 point 2 may be distributed as a dividend.

§ 3

The resolution comes into force on the day of its adoption.

Reasons

The correction of PLN 18 million in 2020 relates to:

  1. changes of accounting policy in respect of the determination of the lease term of cancellable lease - a loss in the amount of PLN 9 million recognised directly in retained earnings,
  2. the impact of corrections resulting from immaterial errors in prior periods relating to capitalization of some indirect employee benefits as property, plant and equipment and other intangible assets and write-off of other non-current assets - a profit in the amount of PLN 27 million recognised directly in retained earnings.

There were submitted 902 009 050 valid votes, corresponding to 902 009 050 shares that account for 68.73% of the share capital

Votes in favour

Votes against

Sustained

Resolution no 5 of Annual General Meeting of Orange Polska S.A. dated 25 June 2021

on approval of the Management Board report on the activity of Orange Polska Group and Orange Polska S.A. in the 2020 financial year

On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial

Companies Code, the following resolution is hereby adopted:

3

901 474 511
0
534 539

§ 1

The Annual General Meeting approves the Management Board report on the activity of Orange Polska Group and Orange Polska S.A. in the 2020 financial year.

§ 2

The resolution comes into force on the day of its adoption.

There were submitted 902 009 050 valid votes, corresponding to 902 009 050 shares that account for 68.73% of the share capital

Votes in favour

Votes against

Sustained

Resolution no 6 of Annual General Meeting of Orange Polska S.A. dated 25 June 2021

on approval of the IFRS consolidated financial statements for 2020

On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial Companies Code the following resolution is hereby adopted:

§ 1

The Annual General Meeting approves the Orange Polska Group IFRS consolidated financial statements for 2020, which include:

  1. consolidated income statement for 2020 showing net income of PLN 46 million (in words: PLN forty six million), including net income attributable to owners of Orange Polska S.A. of PLN 46 million (in words: PLN forty six million),
  2. consolidated statement of comprehensive income for 2020 showing total comprehensive income of PLN 33 million (in words: PLN thirty three million), including total comprehensive income attributable to owners of Orange Polska S.A. of PLN 33 million (in words: PLN thirty three million),
  3. consolidated statement of financial position as at 31 December 2020, with the balance sheet total of PLN 24,300 million (in words: PLN twenty four billion three hundred million),
  4. consolidated statement of changes in equity for 2020 showing an increase in total equity by PLN 42 million (in words: PLN forty two million), including an increase in equity attributable to owners of Orange Polska S.A. by PLN 42 million (in words: PLN forty two million),
  5. consolidated statement of cash flows for 2020 showing a decrease in net cash and cash equivalents by PLN 48 million (in words: PLN forty eight million),
  6. notes to the consolidated financial statements.

§ 2

The resolution comes into force on the day of its adoption.

There were submitted 902 009 050 valid votes, corresponding to 902 009 050 shares that account for 68.73% of the share capital

4

900 321 467
214 698
1 472 885
901 474 511
0
534 539

Votes in favour

901 474 511

Votes against

0

Sustained

534 539

Resolution no 7 of Annual General Meeting of Orange Polska S.A. dated 25 June 2021

on approval of the Supervisory Board report for the 2020 financial year

Pursuant to § 13 clause 12 of the Company's Articles of Association, the following is resolved:

§ 1

The Supervisory Board of the Orange Polska S.A. report for the 2020 financial year is

approved.

§ 2

The resolution enters into force upon adoption.

There were submitted 902 009 050 valid votes, corresponding to 902 009 050 shares that account for 68.73% of the share capital

Votes in favour

Votes against

Sustained

Resolution no 8 of Annual General Meeting of Orange Polska S.A. dated 25 June 2021

on granting approval of the performance of duties of the Management Board's President of

Orange Polska S.A.

Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:

§ 1

The approval of the performance by Mr. Jean-François Fallacher of his duties as the President of the Orange Polska S.A. Management Board in financial year 2020 is granted.

§ 2

The resolution enters into force upon adoption.

There were submitted 902 009 050 valid votes, corresponding to 902 009 050 shares that account for 68.73% of the share capital

Votes in favour

Votes against

Sustained

Resolution no 9 of Annual General Meeting of Orange Polska S.A. dated 25 June 2021

on granting approval of the performance of duties of the Management Board's President of

Orange Polska S.A.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Orange Polska SA published this content on 25 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 June 2021 17:44:01 UTC.