Orange Polska S A : Materials - AGM of Orange Polska – 29 June 2023

Annual General Meeting

of Orange Polska S.A.

Warszawa, 29 June 2023

Current report 10/2023

Orange Polska S.A. - Warsaw, Poland

2 June 2023

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 29 June 2023, (Thursday) 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;
3. 
   Resolution no. 1 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on nomination of the Chairman of the Annual General Meeting
4. statement that the Meeting is valid and capable to adopt resolutions;
5. review of:
6. 1. the Orange Polska S.A. separate financial statements for the 2022 financial year,
   2. the Management Board's motion on distribution of the Orange Polska S.A. profit for the 2022 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 2022 financial year,
   4. the Report of the Orange Polska S.A. Supervisory Board for the 2022 financial year,
   5. the Management Board's motion on distribution of undivided profits and covering of the uncovered losses of Orange Polska S.A. in connection with the takeover in 2022 of TP TelTech sp. z o.o,

1. adoption of the following resolutions concerning:
2. 1. approval of Orange Polska S.A. separate financial statements for the 2022 financial year,

Resolution no 2 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on approval of the Orange Polska S.A. IFRS financial statements for 2022

b) distribution of the Orange Polska S.A. profit for the 2022 financial year,

Resolution no 3 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on distribution of Orange Polska S.A. profit for the 2022 financial year

1. distribution of undivided profits and covering of the uncovered losses of Orange Polska S.A. in connection with the takeover in 2022 of TP TelTech sp. z o.o.,

Resolution no 4 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on distribution of undivided profits and covering of the uncovered losses of Orange Polska S.A.

1. approval of the Management Board's report on the activity of Orange Polska Group and Orange
   Polska S.A. in the 2022 financial year,

Resolution no 5 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on approval of the Management Board report on the activity of Orange Polska Group and Orange Polska S.A. in the 2022 financial year

1. approval of the Orange Polska Group consolidated financial statements for the 2022 financial year,

Resolution no 6 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on approval of the IFRS consolidated financial statements for 2022 financial year

1. approval of the Supervisory Board report for the 2022 financial year,

Resolution no 7 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on approval of the Supervisory Board report for the 2022 financial year

1. on granting approval of the performance of duties of the members of Orange Polska S.A. governing bodies in the financial year 2022,

Resolution no 8 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 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 29 June 2023 on granting approval of the performance of duties of the Management Board's member of Orange Polska S.A.

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Resolutions no 16 - 30 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 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. on granting approval of the performance of duties of the members of TelTech sp. z o.o. governing bodies in the financial year 2022,

Resolution no 31 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on granting

approval of the performance of duties of the Management Board's President of TP TelTech sp. z o.o.

Resolutions no 32 - 33 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on

granting approval of the performance of duties of the Management Board's member of TP TelTech sp.

z o.o.

Resolutions no 34 - 38 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on granting approval of the performance of duties of the Supervisory Board member of TP TelTech sp. z

o.o.

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,

Resolution no 39 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 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 40 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on the adoption of the amended Remuneration Policy for Members of the Management Board and Supervisory Board of Orange Polska S.A.

1. change in the rules of remuneration for the members of the Supervisory Board,

Resolution no 41 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on rules of remuneration for the members of the Supervisory Board

1. changes in the Supervisory Board's composition,

Resolution no 42 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on appointment of a Supervisory Board member

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/Voting on appointment of Ms. Clarisse Heriard Dubreuil/

Resolution no 43 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on appointment of a Supervisory Board member

/Voting on appointment of Mr. John Russell Houlden/

Resolution no 44 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on appointment of a Supervisory Board member

/Voting on appointment of Mr. Laurent Martinez/

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.

10) 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

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:
2. 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 [e-mail](pdf file), at least 21 days prior to the date of the General Meeting, i.e., on 9 June 2023 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 12 June 2023, announce changes to the agenda introduced upon Shareholders' request. The announcement shall be made in the manner appropriate to convene the General Meeting.
2. 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 [e-mail](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).

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