Current report 40/2016Orange Polska S.A.21 June 2016

(translation of Polishversion)title:Draft resolutions ofthe Extraordinary General Meeting.

Pursuant to art. 38, clause 1, item 2 and 3 of the Decree of theMinister of Finance of 19 February 2009 on current and periodicinformation disclosed by issuers of securities and conditions forrecognising as equivalent information required by the laws of anon-member state (Journal of Laws of 2009 No. 33, item 259, withamendments) the Management Board of Orange Polska S.A. ("Orange Polska","Company") submits drafts of the resolutions to be adopted on theExtraordinary General Meeting to be held on July 21, 2016.

Draft

Resolution no [...] of Extraordinary Meeting of Orange Polska S.A.dated21 July 2016on nomination of the Chairman of the General Meeting

§ 1

The Extraordinary General Meeting nominates Mr/s. ................................ as theChairmen of the General Meeting.

§ 2

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

Draft

Resolution no [...] of Extraordinary Meeting of Orange Polska S.A.dated21 July 2016on approval of the meeting agenda

§ 1

The Extraordinary General Meeting approves the meeting agenda outlinedin the notification on summoning the Extraordinary General Meeting withtext as follows:

Agenda:

1) opening of the Extraordinary General Meeting,2) election of theChairman,3) determining the validity of the Meeting and that it iscapable of adopting binding resolutions,4) approval of the agenda,5)election of the Scrutiny Committee,6) adoption of a resolution onthe merger of the Company with Orange Customer Service sp. z o.o. and TPInvest sp. z o.o.,7) adoption of a resolutions on amending theArticles of Association,8) adoption of a resolution on adoption ofthe unified text of the Articles of Association,9) closing of themeeting.

§ 2

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

DraftResolution no [...] of Extraordinary Meeting of Orange Polska S.A.dated21 July 2016on nomination ......... to Scrutiny Commission.

§ 1

The Extraordinary General Meeting nominates Mr/s. ................................ to theScrutiny Commission.

§ 2

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

Draft

Resolution no [...] of Extraordinary Meeting of Orange Polska S.A.dated21 July 2016on the merger of the Company with Orange CustomerService sp. z o.o. and TP Invest sp. z o.o.

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

§ 1

The Extraordinary General Meeting of Orange Polska S.A. with itsregistered office in Warsaw (the "Acquiring Company") resolves to mergepursuant to Article 492 § 1 item 1of the CCC the Acquiring Company witha company under the business name Orange Customer Service spółka zograniczoną odpowiedzialnością with its registered office in Warsaw, Al.Jerozolimskie 160, 02-326 Warsaw, entered in the commercial register ofthe National Court Register kept by the District Court for the capitalcity of Warsaw in Warsaw, XII Commercial Department, under KRS No.0000230883 ("Orange Customer Service"),as the target company, and TPInvest spółka z ograniczoną odpowiedzialnością with its registeredoffice in Warsaw, ul. Stępińska 39, 00-739 Warsaw, entered in thecommercial register of the National Court Register kept by the DistrictCourt for the capital city of Warsaw in Warsaw, XIII CommercialDivision, under KRS No. 0000024566 ("Orange Polska"), as the targetcompany, (Centertel and Orange Polska are hereinafter jointly referredto as the "Target Companies"), by transfer of all of the assets of theTarget Companies to the Acquiring Company being the sole shareholder ofthe Target Companies.

§ 2

Extraordinary General Meeting of the Acquiring Company resolves toapprove the merger plan agreed between the Acquiring Company and theTarget Companies on 24 May 2016 (the "Merger Plan"),constituting anAttachment No. 1 to this protocol, and to the content of all appendicesto the Merger Plan.

§ 3

Extraordinary General Meeting of Acquiring Company resolves to approvethe amendments to the Articles of Association of the Acquiring Companyin the following scope:

I. § 6 Section 1 of the Articles of Association shall have the followingnew wording:

"1. The objects of the Company shall be as follows:

1) Other printing [PKD 18.12.Z];2) Pre-press services [PKD18.13.Z];3)Binding and related services [PKD 18.14.Z];4) Reproduction ofrecorded media [PKD 18.20.Z];5) Manufacture of communicationequipment [PKD 26.30.Z];6) Other manufacturing not elsewhereclassified [PKD 32.99.Z];7) Repair of electronic and opticalequipment [PKD 33.13.Z];8) Repair of electrical equipment [PKD33.14.Z];9) Trade of electricity [PKD 35.14.Z];10) Constructionof utility projects for fluids [PKD 42.21.Z];11) Construction ofutility projects for electricity and telecommunications [PKD 42.22.Z];12)Electrical installation [PKD 43.21.Z];13) Other constructioninstallation [PKD 43.29.Z];14) Agents specialised in the sale ofother particular products [PKD 46.18.Z];15) Agents involved in thesale of a variety of goods [PKD 46.19.Z];16) Wholesale of computers,computer peripheral equipment and software [PKD 46.51.Z];17)Wholesale of electronic and telecommunications equipment and parts [PKD46.52.Z];18) Other retail sale in non-specialised stores [PKD47.19.Z];19) Retail sale of computers, peripheral units and softwarein specialised stores [PKD 47.41.Z];20) Retail sale oftelecommunications equipment in specialised stores [PKD 47.42.Z];21)Retail sale of audio and video equipment in specialised stores [PKD47.43.Z];22) Retail sale of furniture, lighting equipment and otherhousehold articles in specialised stores [PKD 47.59.Z];23) Other retailsale of new goods in specialised stores [PKD 47.78.Z];24) Retailsale of second-hand goods in stores [PKD 47.79.Z];25) Retail salevia mail order houses or via Internet [PKD 47.91.Z];26) Other retailsale not in stores, stalls or markets [PKD 47.99.Z];27) Other postaland courier activities [PKD 53.20.Z];28) Book publishing [PKD58.11.Z];29) Publishing of directories and mailing lists [PKD58.12.Z];30) Publishing of newspapers [PKD 58.13.Z];31)Publishing of journals and periodicals [PKD 58.14.Z];32) Otherpublishing activities [PKD 58.19.Z];33) Publishing of computer games[PKD 58.21.Z];34) Other software publishing [PKD 58.29.Z];35)Motion picture, video and television programme production activities[PKD 59.11.Z];36) Motion picture, video and television programmepost-production activities [PKD 59.12.Z];37) Motion picture, videoand television programme distribution activities [PKD 59.13.Z];38)Motion picture projection activities [PKD 59.14.Z];39) Soundrecording and music publishing activities [PKD 59.20.Z];40) Radiobroadcasting [PKD 60.10.Z];41) Television programming andbroadcasting activities [PKD 60.20.Z];42) Wired telecommunicationsactivities [PKD 61.10.Z];43) Wireless telecommunications activitiesother than satellite telecommunications activities [PKD 61.20.Z];44)Satellite telecommunications activities [PKD 61.30.Z];45) Othertelecommunications activities [PKD 61.90.Z];46) Computer programmingactivities [PKD 62.01.Z];47) Computer consultancy activities [PKD62.02.Z];48) Computer facilities management activities [PKD 62.03.Z];49)Other information technology and computer service activities [PKD62.09.Z];50) Data processing, hosting and related activities [PKD63.11.Z];51) Web portals [PKD 63.12.Z];52) Other informationservice activities, not classified elsewhere [PKD 63.99.Z];53)Activities of holding companies [PKD 64.20.Z];54) Financial leasing[PKD 64.91.Z];55) Other financial service activities, exceptinsurance and pension funding not elsewhere classified [PKD 64.99.Z];56)Other activities auxiliary to financial services, except insurance andpension funding [PKD 66.19.Z];57) Activities of insurance agents andbrokers [PKD 66.22.Z];58) Buying and selling of own real estate [PKD68.10.Z];59) Renting and operating of own or leased real estate [PKD68.20.Z];60) Real estate agencies [PKD 68.31.Z];61) Real estatemanagement on a fee or contract basis [PKD 68.32.Z];62) Accounting,bookkeeping and auditing activities; tax consultancy [PKD 69.20.Z];63)Public relations and communication activities [PKD 70.21.Z];64)Business and other management consultancy activities [PKD 70.22.Z];65)Architectural activities [PKD 71.11.Z];66) Engineering activitiesand related technical consultancy [PKD 71.12.Z];67) Technicaltesting and analysis [PKD 71.20.B];68) Research and experimentaldevelopment on biotechnology [PKD 72.11.Z];69) Other research andexperimental development on natural sciences and engineering [PKD72.19.Z];70) Advertising agencies [PKD 73.11.Z];71) Agency insale of time and space for advertisements in radio and television [PKD73.12.A];72) Agency in sale of space for advertisements in printmedia [PKD 73.12.B];73) Agency in sale of space for advertisementsin Internet [PKD 73.12.C];74) Agency in sale of space foradvertisements in other media [PKD 73.12.D];75) Market research andpublic opinion polling [PKD 73.20.Z];76) Specialised designactivities [PKD 74.10.Z];77) Other professional, scientific andtechnical activities not elsewhere classified [PKD 74.90.Z];78)Renting and leasing of cars and light motor vehicles [PKD 77.11.Z];79)Renting and leasing of other personal and household goods [PKD 77.29.Z];80)Renting and leasing of office equipment and machinery includingcomputers [PKD 77.33.Z];81) Renting and leasing of other machinery,equipment and tangible goods not elsewhere classified [PKD 77.39.Z];82)Leasing of intellectual property and similar products, exceptcopyrighted works [PKD 77.40.Z];83) Activities of employmentplacement agencies [PKD 78.10.Z];84) Other human resources provision[PKD 78.30.Z];85) Other reservation service not elsewhere classified[PKD 79.90.C];86) Private security activities other than securitysystems service activities [PKD 80.10.Z];87) Security systemsservice activities [PKD 80.20.Z];88) Investigation activities [PKD80.30.Z];89) Combined office administrative service activities [PKD82.11.Z];90) Photocopying, document preparation and otherspecialised office support activities [PKD 82.19.Z];91) Activitiesof call centres [PKD 82.20.Z];92) Activities of collection agenciesand credit bureaus [PKD 82.91.Z];93) Packaging activities [PKD82.92.Z];94) Other business support service activities not elsewhereclassified [PKD 82.99.Z];95) Sports and recreation education [PKD85.51.Z];96) Cultural education [PKD 85.52.Z];97) Teaching offoreign languages [PKD 85.59.A];98) Other education not elsewhereclassified [PKD 85.59.B];99) Educational support activities [PKD85.60.Z];100) Performing arts [PKD 90.01.Z];101) Supportactivities to performing arts [PKD 90.02.Z];102) Operation of sportsfacilities [PKD 93.11.Z];103) Activities of sport clubs [PKD93.12.Z];104) Fitness facilities [PKD 93.13.Z];105) Other sportsactivities [PKD 93.19.Z];106) Repair and maintenance of computersand peripheral equipment [PKD 95.11.Z];107) Repair and maintenanceof communication equipment [PKD 95.12.Z];108) Other serviceactivities not elsewhere classified [PKD 96.09.Z]."

§ 4

Extraordinary General Meeting of the Acquiring Company, resolves thatthe merger shall be performed in accordance with the Merger Plan, inparticular:

- the merger of the Acquiring Company with the Target Companies shall beperformed in accordance with simplified procedure stipulated in Article515 § 1 of the CCC in connection with Article 516 § 6 of the CCC, i.e.without the increase of the share capital of the Acquiring Company dueto the fact that the Acquiring Company holds 100 % shares in the TargetCompanies;

- the shareholders and persons holding privileges in the AcquiringCompany shall not be granted any rights stipulated in Article 499 § 1item 5) of the CCC;

- neither members of governing bodies of merging companies, nor anyother persons participating in the merger shall be granted any specialbenefits, stipulated in art. 499 § 1 item 6) of the CCC.

The merger of the Acquiring Company with the Target Companies is plannedto take place on 30 September 2016.

Draft

Resolution no [...] of Extraordinary Meeting of Orange Polska S.A.dated21 July 2016on amending the Articles of Association in connectionwith companies' merger

Pursuant to Article 430 § 1of the Commercial Companies Code (the "CCC")the following amendments to the Articles of Association of Orange PolskaS.A. are resolved:

§ 1

§ 6 clause 1 of the Articles of Association shall have the following newwording:

"1. The objects of the Company shall be as follows:

1) Other printing [PKD 18.12.Z];2) Pre-press services [PKD18.13.Z];3)Binding and related services [PKD 18.14.Z];4) Reproduction ofrecorded media [PKD 18.20.Z];5) Manufacture of communicationequipment [PKD 26.30.Z];6) Other manufacturing not elsewhereclassified [PKD 32.99.Z];7) Repair of electronic and opticalequipment [PKD 33.13.Z];8) Repair of electrical equipment [PKD33.14.Z];9) Trade of electricity [PKD 35.14.Z];10) Constructionof utility projects for fluids [PKD 42.21.Z];11) Construction ofutility projects for electricity and telecommunications [PKD 42.22.Z];12)Electrical installation [PKD 43.21.Z];13) Other constructioninstallation [PKD 43.29.Z];14) Agents specialised in the sale ofother particular products [PKD 46.18.Z];15) Agents involved in thesale of a variety of goods [PKD 46.19.Z];16) Wholesale of computers,computer peripheral equipment and software [PKD 46.51.Z];17)Wholesale of electronic and telecommunications equipment and parts [PKD46.52.Z];18) Other retail sale in non-specialised stores [PKD47.19.Z];19) Retail sale of computers, peripheral units and softwarein specialised stores [PKD 47.41.Z];20) Retail sale oftelecommunications equipment in specialised stores [PKD 47.42.Z];21)Retail sale of audio and video equipment in specialised stores [PKD47.43.Z];22) Retail sale of furniture, lighting equipment and otherhousehold articles in specialised stores [PKD 47.59.Z];23) Other retailsale of new goods in specialised stores [PKD 47.78.Z];24) Retailsale of second-hand goods in stores [PKD 47.79.Z];25) Retail salevia mail order houses or via Internet [PKD 47.91.Z];26) Other retailsale not in stores, stalls or markets [PKD 47.99.Z];27) Other postaland courier activities [PKD 53.20.Z];28) Book publishing [PKD58.11.Z];29) Publishing of directories and mailing lists [PKD58.12.Z];30) Publishing of newspapers [PKD 58.13.Z];31)Publishing of journals and periodicals [PKD 58.14.Z];32) Otherpublishing activities [PKD 58.19.Z];33) Publishing of computer games[PKD 58.21.Z];34) Other software publishing [PKD 58.29.Z];35)Motion picture, video and television programme production activities[PKD 59.11.Z];36) Motion picture, video and television programmepost-production activities [PKD 59.12.Z];37) Motion picture, videoand television programme distribution activities [PKD 59.13.Z];38)Motion picture projection activities [PKD 59.14.Z];39) Soundrecording and music publishing activities [PKD 59.20.Z];40) Radiobroadcasting [PKD 60.10.Z];41) Television programming andbroadcasting activities [PKD 60.20.Z];42) Wired telecommunicationsactivities [PKD 61.10.Z];43) Wireless telecommunications activitiesother than satellite telecommunications activities [PKD 61.20.Z];44)Satellite telecommunications activities [PKD 61.30.Z];45) Othertelecommunications activities [PKD 61.90.Z];46) Computer programmingactivities [PKD 62.01.Z];47) Computer consultancy activities [PKD62.02.Z];48) Computer facilities management activities [PKD 62.03.Z];49)Other information technology and computer service activities [PKD62.09.Z];50) Data processing, hosting and related activities [PKD63.11.Z];51) Web portals [PKD 63.12.Z];52) Other informationservice activities, not classified elsewhere [PKD 63.99.Z];53)Activities of holding companies [PKD 64.20.Z];54) Financial leasing[PKD 64.91.Z];55) Other financial service activities, exceptinsurance and pension funding not elsewhere classified [PKD 64.99.Z];56)Other activities auxiliary to financial services, except insurance andpension funding [PKD 66.19.Z];57) Activities of insurance agents andbrokers [PKD 66.22.Z];58) Buying and selling of own real estate [PKD68.10.Z];59) Renting and operating of own or leased real estate [PKD68.20.Z];60) Real estate agencies [PKD 68.31.Z];61) Real estatemanagement on a fee or contract basis [PKD 68.32.Z];62) Accounting,bookkeeping and auditing activities; tax consultancy [PKD 69.20.Z];63)Public relations and communication activities [PKD 70.21.Z];64)Business and other management consultancy activities [PKD 70.22.Z];65)Architectural activities [PKD 71.11.Z];66) Engineering activitiesand related technical consultancy [PKD 71.12.Z];67) Technicaltesting and analysis [PKD 71.20.B];68) Research and experimentaldevelopment on biotechnology [PKD 72.11.Z];69) Other research andexperimental development on natural sciences and engineering [PKD72.19.Z];70) Advertising agencies [PKD 73.11.Z];71) Agency insale of time and space for advertisements in radio and television [PKD73.12.A];72) Agency in sale of space for advertisements in printmedia [PKD 73.12.B];73) Agency in sale of space for advertisementsin Internet [PKD 73.12.C];74) Agency in sale of space foradvertisements in other media [PKD 73.12.D];75) Market research andpublic opinion polling [PKD 73.20.Z];76) Specialised designactivities [PKD 74.10.Z];77) Other professional, scientific andtechnical activities not elsewhere classified [PKD 74.90.Z];78)Renting and leasing of cars and light motor vehicles [PKD 77.11.Z];79)Renting and leasing of other personal and household goods [PKD 77.29.Z];80)Renting and leasing of office equipment and machinery includingcomputers [PKD 77.33.Z];81) Renting and leasing of other machinery,equipment and tangible goods not elsewhere classified [PKD 77.39.Z];82)Leasing of intellectual property and similar products, exceptcopyrighted works [PKD 77.40.Z];83) Activities of employmentplacement agencies [PKD 78.10.Z];84) Other human resources provision[PKD 78.30.Z];85) Other reservation service not elsewhere classified[PKD 79.90.C];86) Private security activities other than securitysystems service activities [PKD 80.10.Z];87) Security systemsservice activities [PKD 80.20.Z];88) Investigation activities [PKD80.30.Z];89) Combined office administrative service activities [PKD82.11.Z];90) Photocopying, document preparation and otherspecialised office support activities [PKD 82.19.Z];91) Activitiesof call centres [PKD 82.20.Z];92) Activities of collection agenciesand credit bureaus [PKD 82.91.Z];93) Packaging activities [PKD82.92.Z];94) Other business support service activities not elsewhereclassified [PKD 82.99.Z];95) Sports and recreation education [PKD85.51.Z];96) Cultural education [PKD 85.52.Z];97) Teaching offoreign languages [PKD 85.59.A];98) Other education not elsewhereclassified [PKD 85.59.B];99) Educational support activities [PKD85.60.Z];100) Performing arts [PKD 90.01.Z];101) Supportactivities to performing arts [PKD 90.02.Z];102) Operation of sportsfacilities [PKD 93.11.Z];103) Activities of sport clubs [PKD93.12.Z];104) Fitness facilities [PKD 93.13.Z];105) Other sportsactivities [PKD 93.19.Z];106) Repair and maintenance of computersand peripheral equipment [PKD 95.11.Z];107) Repair and maintenanceof communication equipment [PKD 95.12.Z];108) Other serviceactivities not elsewhere classified [PKD 96.09.Z]."

Draft

Resolution no [...] of Extraordinary Meeting of Orange Polska S.A.dated21 July 2016on amending the Articles of Association

Pursuant to Article 430 § 1of the Commercial Companies Code (the "CCC")it is resolved as follows:

§ 1

§ 23 clause 2 point 8 of the Articles of Association of Orange PolskaS.A. adopts following wording:"8) appointing an auditor to examineor inspect financial statements of the Company";

§ 2

§ 23 clause 2 point 9 of the Articles of Association of Orange PolskaS.A. adopts following wording:"9) stating an opinion on annual andlong-term strategies and business plans of the Company and its annualbudget",

§ 3

The chapter VI. Final Provisions is deleted.

Draft

Resolution no [...] of Extraordinary Meeting of Orange Polska S.A.dated21 July 2016on the adoption of the unified text of the Articles ofAssociation

§ 1

The following unified text of Articles of Association of Orange PolskaS.A. is resolved:

ARTICLES OF ASSOCIATIONOF ORANGE POLSKA S.A.

unified text -

I. GENERAL PROVISIONS

§ 1

The name of the Company shall be Orange Polska Spółka Akcyjna. TheCompany may also use the abbreviation of its name: Orange Polska S.A.

§ 2

1. The seat of the Company shall be in the capital city of Warsaw.2.The Company has been established for an indefinite period of time.

§ 3

The Company shall conduct its activities in accordance with theprovisions of the Commercial Companies Code and other regulations.

§ 4

1. The State Treasury is the founder of the Company.2. The Companywas created as a result of the transformation of an organised part of astate enterprise called: Polish Post, Telegraph and Telephone.

§ 5

1. The activity of the Company shall be conducted in the Republic ofPoland and abroad.2. Within its area of activity the Company mayestablish branch offices and representative offices in Poland and abroadas well as hold interests in and establish companies and participate inother organisations.

II. OBJECTS OF THE COMPANY

§ 6

1. The objects of the Company shall be as follows:

1) Other printing [PKD 18.12.Z];2) Pre-press services [PKD18.13.Z];3)Binding and related services [PKD 18.14.Z];4) Reproduction ofrecorded media [PKD 18.20.Z];5) Manufacture of communicationequipment [PKD 26.30.Z];6) Other manufacturing not elsewhereclassified [PKD 32.99.Z];7) Repair of electronic and opticalequipment [PKD 33.13.Z];8) Repair of electrical equipment [PKD33.14.Z];9) Trade of electricity [PKD 35.14.Z];10) Constructionof utility projects for fluids [PKD 42.21.Z];11) Construction ofutility projects for electricity and telecommunications [PKD 42.22.Z];12)Electrical installation [PKD 43.21.Z];13) Other constructioninstallation [PKD 43.29.Z];14) Agents specialised in the sale ofother particular products [PKD 46.18.Z];15) Agents involved in thesale of a variety of goods [PKD 46.19.Z];16) Wholesale of computers,computer peripheral equipment and software [PKD 46.51.Z];17)Wholesale of electronic and telecommunications equipment and parts [PKD46.52.Z];18) Other retail sale in non-specialised stores [PKD47.19.Z];19) Retail sale of computers, peripheral units and softwarein specialised stores [PKD 47.41.Z];20) Retail sale oftelecommunications equipment in specialised stores [PKD 47.42.Z];21)Retail sale of audio and video equipment in specialised stores [PKD47.43.Z];22) Retail sale of furniture, lighting equipment and otherhousehold articles in specialised stores [PKD 47.59.Z];23) Other retailsale of new goods in specialised stores [PKD 47.78.Z];24) Retailsale of second-hand goods in stores [PKD 47.79.Z];25) Retail salevia mail order houses or via Internet [PKD 47.91.Z];26) Other retailsale not in stores, stalls or markets [PKD 47.99.Z];27) Other postaland courier activities [PKD 53.20.Z];28) Book publishing [PKD58.11.Z];29) Publishing of directories and mailing lists [PKD58.12.Z];30) Publishing of newspapers [PKD 58.13.Z];31)Publishing of journals and periodicals [PKD 58.14.Z];32) Otherpublishing activities [PKD 58.19.Z];33) Publishing of computer games[PKD 58.21.Z];34) Other software publishing [PKD 58.29.Z];35)Motion picture, video and television programme production activities[PKD 59.11.Z];36) Motion picture, video and television programmepost-production activities [PKD 59.12.Z];37) Motion picture, videoand television programme distribution activities [PKD 59.13.Z];38)Motion picture projection activities [PKD 59.14.Z];39) Soundrecording and music publishing activities [PKD 59.20.Z];40) Radiobroadcasting [PKD 60.10.Z];41) Television programming andbroadcasting activities [PKD 60.20.Z];42) Wired telecommunicationsactivities [PKD 61.10.Z];43) Wireless telecommunications activitiesother than satellite telecommunications activities [PKD 61.20.Z];44)Satellite telecommunications activities [PKD 61.30.Z];45) Othertelecommunications activities [PKD 61.90.Z];46) Computer programmingactivities [PKD 62.01.Z];47) Computer consultancy activities [PKD62.02.Z];48) Computer facilities management activities [PKD 62.03.Z];49)Other information technology and computer service activities [PKD62.09.Z];50) Data processing, hosting and related activities [PKD63.11.Z];51) Web portals [PKD 63.12.Z];52) Other informationservice activities, not classified elsewhere [PKD 63.99.Z];53)Activities of holding companies [PKD 64.20.Z];54) Financial leasing[PKD 64.91.Z];55) Other financial service activities, exceptinsurance and pension funding not elsewhere classified [PKD 64.99.Z];56)Other activities auxiliary to financial services, except insurance andpension funding [PKD 66.19.Z];57) Activities of insurance agents andbrokers [PKD 66.22.Z];58) Buying and selling of own real estate [PKD68.10.Z];59) Renting and operating of own or leased real estate [PKD68.20.Z];60) Real estate agencies [PKD 68.31.Z];61) Real estatemanagement on a fee or contract basis [PKD 68.32.Z];62) Accounting,bookkeeping and auditing activities; tax consultancy [PKD 69.20.Z];63)Public relations and communication activities [PKD 70.21.Z];64)Business and other management consultancy activities [PKD 70.22.Z];65)Architectural activities [PKD 71.11.Z];66) Engineering activitiesand related technical consultancy [PKD 71.12.Z];67) Technicaltesting and analysis [PKD 71.20.B];68) Research and experimentaldevelopment on biotechnology [PKD 72.11.Z];69) Other research andexperimental development on natural sciences and engineering [PKD72.19.Z];70) Advertising agencies [PKD 73.11.Z];71) Agency insale of time and space for advertisements in radio and television [PKD73.12.A];72) Agency in sale of space for advertisements in printmedia [PKD 73.12.B];73) Agency in sale of space for advertisementsin Internet [PKD 73.12.C];74) Agency in sale of space foradvertisements in other media [PKD 73.12.D];75) Market research andpublic opinion polling [PKD 73.20.Z];76) Specialised designactivities [PKD 74.10.Z];77) Other professional, scientific andtechnical activities not elsewhere classified [PKD 74.90.Z];78)Renting and leasing of cars and light motor vehicles [PKD 77.11.Z];79)Renting and leasing of other personal and household goods [PKD 77.29.Z];80)Renting and leasing of office equipment and machinery includingcomputers [PKD 77.33.Z];81) Renting and leasing of other machinery,equipment and tangible goods not elsewhere classified [PKD 77.39.Z];82)Leasing of intellectual property and similar products, exceptcopyrighted works [PKD 77.40.Z];83) Activities of employmentplacement agencies [PKD 78.10.Z];84) Other human resources provision[PKD 78.30.Z];85) Other reservation service not elsewhere classified[PKD 79.90.C];86) Private security activities other than securitysystems service activities [PKD 80.10.Z];87) Security systemsservice activities [PKD 80.20.Z];88) Investigation activities [PKD80.30.Z];89) Combined office administrative service activities [PKD82.11.Z];90) Photocopying, document preparation and otherspecialised office support activities [PKD 82.19.Z];91) Activitiesof call centres [PKD 82.20.Z];92) Activities of collection agenciesand credit bureaus [PKD 82.91.Z];93) Packaging activities [PKD82.92.Z];94) Other business support service activities not elsewhereclassified [PKD 82.99.Z];95) Sports and recreation education [PKD85.51.Z];96) Cultural education [PKD 85.52.Z];97) Teaching offoreign languages [PKD 85.59.A];98) Other education not elsewhereclassified [PKD 85.59.B];99) Educational support activities [PKD85.60.Z];100) Performing arts [PKD 90.01.Z];101) Supportactivities to performing arts [PKD 90.02.Z];102) Operation of sportsfacilities [PKD 93.11.Z];103) Activities of sport clubs [PKD93.12.Z];104) Fitness facilities [PKD 93.13.Z];105) Other sportsactivities [PKD 93.19.Z];106) Repair and maintenance of computersand peripheral equipment [PKD 95.11.Z];107) Repair and maintenanceof communication equipment [PKD 95.12.Z];108) Other serviceactivities not elsewhere classified [PKD 96.09.Z]."

2. The Company also performs tasks related to national defence andsecurity within the scope defined by law.

III. SHARE CAPITAL

§ 7

1. The share capital shall be composed of:a) 1,312,357,479 (onebillion three hundred twelve million three hundred fifty seven thousandand four hundred seventy nine) ordinary A-series bearer shares ofnominal value of PLN 3 (three zlotys) each, andb) no more than7,113,000 (seven million one hundred and thirteen thousand) ordinaryB-series bearer shares of nominal value of PLN 3 (three zlotys) each.2.The share capital of the Company amounts to a maximum of PLN3.958.411.437 zl (three billion and nine hundred fifty eight millionfour hundred eleven thousand and four hundred thirty seven), includingthe conditionally increased share capital of the Company amounting to amaximum of PLN 21,339,000 (twenty one million three hundred and thirtynine thousand zlotys)."3. The conditional share capital shallbe established for the purpose of enabling the exercise of the right tosubscribe, with priority over the existing shareholders, for no morethan 7,113,000 (seven million one hundred and thirteen thousand)ordinary B-series bearer shares, which right is only vested in theholders of bonds with pre-emption right, issued in accordance withResolution No. 38 of the General Assembly as of 28 April 2006, andallocated to the employees and executives of the Company and itssubsidiaries, in accordance with the terms and conditions of theIncentive Program for the TP Group Management.

§ 8

1. The Company's shares may be redeemed upon the shareholder's consentthrough purchase thereof by the Company (voluntary redemption).2.The voluntary redemption of shares shall require a resolution by theGeneral Assembly of Shareholders, which, in particular, shall define theamount of remuneration to which the shareholder is entitled for theredeemed shares or the justification behind the redemption of shareswithout remuneration.3. Resolution on redemption of shares may bepreceded by agreements with the shareholders whose shares are to beredeemed. Such agreements shall be executed following a resolution ofthe General Assembly of Shareholders authorising the Management Board toexecute such agreements within the scheme of repurchase for the purposeof redemption. The agreements shall specify the number of shares beingpurchased and the remuneration for those shares. The remuneration shallbe agreed by the parties and take into consideration the criteriaspecified in article 5 of Commission Regulation (EC) No 2273/2003 of 22December 2003 implementing Directive 2003/6/EC of the EuropeanParliament and of the Council as regards exemptions for buy-backprogrammes and stabilisation of financial instruments.

4. In a case of shares purchased within repurchase schemes, redemptionof the Company's own shares shall take place during such scheme or afterits completion and shall apply to all the shares within such scheme.

§ 9

1. The General Assembly of Shareholders may adopt a resolution on theincrease of the initial capital by issuing new shares or by increasingthe nominal value of shares.2. The initial capital may also beincreased by transferring funds from legal reserve capital or otherreserve capital in the amount set out in a resolution of the GeneralAssembly of Shareholders.

§ 10

The Company may issue convertible bonds.

IV. GOVERNING BODIES OF THE COMPANY

§ 11

The governing bodies of the Company shall be:1) the General Assembly;2)the Supervisory Board;3) the Management Board.

1. GENERAL ASSEMBLY

§ 12

1. There shall be Annual General Assembly and Extraordinary GeneralAssemblies.2. The Annual General Assembly shall be convened by theManagement Board or by the Supervisory Board, if the Management Boardfails to convene it within the period set out by the law. The AnnualGeneral Assembly shall take place not later than six months after theend of each financial year.3. An Extraordinary General Assemblyshall be convened by:1) the Management Board upon its own initiativeor upon a written motion of the Supervisory Board or shareholder(s)representing at least 5% of the share capital,2) the SupervisoryBoard, if it is necessary in its opinion,3) a shareholder(s)representing at least half of the share capital or at least half oftotal votes in the Company.4. An Extraordinary General Assemblyconvened upon a motion of the Supervisory Board or the shareholdersrepresenting at least 5% of the share capital shall be convened withintwo weeks from the date of the motion.

§ 13

The following matters shall in particular be within the competence ofthe General Assembly:

1) review and approval of the financial statement and report on theCompany's activity in the previous financial year;2) distribution ofprofits or coverage of losses;3) confirming proper execution ofduties by the members of the Boards of the Company;4) change of theobjects of the Company;5) amendment to the Articles of Association,including an increase or reduction of the share capital;6) merger orchange of the legal form of the Company;7) dissolution andwinding-up of the Company;8) issuance of convertible bonds or firstoption bonds;9) appointment and removal of the members of theSupervisory Board;10) any decision on claims for compensation ofdamages suffered in the course of the Company's establishment or duringthe execution of managerial or supervisory functions;11) transfer orlease of the Company's business or its organised part or the grant ofusufruct thereon;12) other matters set out in the CommercialCompanies Code, other mandatory provisions or herein, excluding purchaseand acquisition of real estate, the right of perpetual usufruct or ashare in real estate, which lie within the competence of the ManagementBoard and do not require passing a resolution by the General Assembly ofShareholders.

§ 14

1. The agenda of the General Assembly shall be determined by the body orentity that had convened the General Assembly. If the General Assemblyis convened upon the motion, referred to in § 12 clause 3 item 1) theManagement Board shall include on the agenda the matters indicated bythe shareholder(s) requesting the meeting.2. The Supervisory Board orthe shareholders representing at least 5% of the share capital mayrequest that particular matters be included on the agenda of the nextGeneral Assembly. The request shall be submitted to the Management Boardin writing or by electronic means at least 21 days prior to the GeneralAssembly. The request shall be accompanied by a justification or a draftresolution regarding the proposed item.3. Any matters to be resolvedby the General Assembly shall first be presented by the Management Boardto the Supervisory Board for its opinion.

§ 15

The General Assemblies shall take place in Warsaw.

§ 16

The General Assembly shall be valid regardless of the number of sharesbeing represented.

§ 17

1. The resolutions of the General Assembly shall be adopted by a simplemajority of votes cast, unless the Commercial Companies Code or theseArticles of Association provide otherwise.2. The voting at theGeneral Assembly shall be open. A secret ballot shall be used atelections or upon motions for removal of the members of the Company'sBoards or liquidators, for calling them to account for their actions orin personal matters. A secret ballot shall also be used wheneverrequested by at least one of the Shareholders or their representativespresent at the General Assembly.

§ 18

1. A General Assembly shall be opened by the Chairman of the SupervisoryBoard or his deputy, and in their absence, by the President of theManagement Board or a person appointed by the Management Board.Afterwards, a chairman of the General Assembly shall be elected fromamong persons eligible to attend the meeting.2. The General Assemblyshall adopt its by-laws setting out the detailed procedures for holdingthe Assembly.

2. SUPERVISORY BOARD

§ 19

1. The Supervisory Board shall consist of between 9 (nine) and 16(sixteen) members at least 1/3 of whom will be independent members.Subject to clause 7, the members of the Supervisory Board shall beappointed and removed by the General Assembly.2. The GeneralAssembly may determine the fixed, minimum or maximum number of membersof the Supervisory Board within the range specified in clause 1 above.3.A member of the Supervisory Board shall have the relevant education,professional and practical experience and high morals and shall be ableto devote all time required to properly perform the function on theSupervisory Board.4. The independent members of the SupervisoryBoard shall satisfy the following conditions:1) not to be, or havebeen for the previous five years a member of the Management Board of theCompany, or its dominant or subsidiary company and not to belong tosenior management of such entities,2) not to be, or have been withinthe previous five years an employee of the Company, or its dominant orsubsidiary company,3) not to receive, or have received, significantadditional remuneration or any pecuniary performance from the Company,or its dominant or subsidiary company apart from a fee received as amember of the Supervisory Board,4) not to be or to represent in anyway, particularly as a management board's member, a supervisory board'smember or senior employee, of a dominant shareholder,5) not to have,or have had within the previous year, a significant businessrelationship (as a significant supplier of goods or services, includingfinancial, legal, advisory or consulting services, or significantcustomer) with the Company or an associated company, either directly oras a partner, significant shareholder, director or senior employee of anentity having such a relationship,6) not to be, or have been withinthe previous three years an external auditor of the Company, or itsdominant or subsidiary company or an employee of such auditor,7) notto be a member of a management board in a company in which a member ofthe Management Board of the Company is a member of the supervisory board,8)not to have served on the Supervisory Board of the Company for more thantwelve years from the date of the first appointment,9) not to have,or have had family connections with a member of the Management Board ofthe Company, senior employee of the Company, or a dominant shareholder.5.Subject to clause 7, the term of office of each member of theSupervisory Board shall be three years.6. The mandate of a member ofthe Supervisory Board shall expire at the latest on the date of theGeneral Assembly which approves the financial statements for the secondfull financial year of his service as a member of the Supervisory Board.The mandate of a member of the Supervisory Board shall also expire as aresult of the death, resignation or removal of such a member of theSupervisory Board.7. In case the mandate of a member of theSupervisory Board expires for reasons other than the end of its term ofoffice or dismissal from the Supervisory Board, the rest of the membersof the Supervisory Board may appoint, by a majority of two thirds of thevotes cast, a new member of the Supervisory Board. The mandate of suchnewly appointed member shall expire on the date of the next GeneralAssembly held not earlier than five (5) weeks after the appointment.8.Number of members of the Supervisory Board appointed in accordance withclause 7 shall not exceed 3 persons.

§ 20

1. The members of the Supervisory Board shall elect from among theirnumber the Chairman of the Supervisory Board, one or more deputies ofthe Chairman and the Secretary of the Supervisory Board.2. Theactivities of the Supervisory Board shall be managed by the Chairman ofthe Supervisory Board, and when absent, by the Chairman's Deputy.3.The Chairman of the Supervisory Board shall convene the meetings of theSupervisory Board and shall chair such meetings. When the Chairman isabsent, the meeting may be convened and chaired by the Deputy. When theChairman and the Deputy are absent, the meeting shall be chaired by theSupervisory Board Secretary or a Supervisory Board member named by theChairman.4. When the mandate of the Chairman of the SupervisoryBoard should expire, the meeting shall be convened and opened,respectively, by the Deputy or, when absent, by the Supervisory BoardSecretary or by the Supervisory Board member who has been holding thefunction for the longest time and such meeting shall be chaired by theabove named until a new Chairman is appointed.5. The SupervisoryBoard may dismiss the Chairman, the Deputy Chairman and the Secretary ofthe Supervisory Board from their positions at any time.

§ 21

1. The Supervisory Board shall hold meetings at least once a quarter.2.The Management Board or a member of the Supervisory Board may request ameeting of the Supervisory Board to be convened, specifying the proposedagenda for the meeting. The Chairman of the Supervisory Board shallconvene the meeting within two weeks from the date of the motion. If theChairman of the Supervisory Board fails to convene the meeting withintwo weeks from the date of the motion, the mover of the motion mayconvene the meeting himself, specifying the date, the place and theproposed agenda.

§ 22

1. The Supervisory Board may adopt resolutions if all members of theSupervisory Board have been invited to the meeting.2. TheSupervisory Board may adopt resolutions only in the matters set out inthe invitation, unless all members of the Supervisory Board consent tothe taking of such resolution.3. Unless these Articles ofAssociation provide otherwise, the Supervisory Board shall pass itsresolutions by a simple majority of the votes cast provided that atleast one-half of the total number of members are present at themeeting. In the case of a tied vote, the Chairman shall have a castingvote.4. Members of the Supervisory Board may participate in adoptingresolutions of the Supervisory Board by casting a vote in writing viaanother member of the Supervisory Board. Casting a vote in writing shallnot apply to issues added to the agenda during the meeting of theSupervisory Board.5. The Supervisory Board may adopt resolutions ina written form or by using means of direct remote communication. Suchresolution shall be valid if all members of the Supervisory Board havebeen informed about the content of a draft resolution.6. Adoption ofresolutions under the procedure defined in clauses 4 and 5 above shallnot apply to the election of the Chairman, deputy Chairman and theSecretary of the Supervisory Board, appointment of the Member of theManagement Board as well as dismissal and suspension of such persons.7.The Supervisory Board shall adopt and amend its by-laws which describein detail the procedures of operation of the Supervisory Board by asimple majority of the votes cast.

§ 23

1. The Supervisory Board shall be responsible for permanent supervisionover the Company's activity (including activity led through controlledsubsidiaries).2. The powers of the Supervisory Board shall includein particular:1) evaluation of annual financial statements of theCompany;2) evaluation of the Management Board's report on Company'sactivities and motions of the Management Board regarding distribution ofprofits or covering of losses;3) submitting a written report on theresults of the evaluations referred to in items 1 and 2 above to theGeneral Assembly;4) appointing, dismissing and suspending forimportant reasons a member of the Management Board or the entireManagement Board;5) designating a member or members of theSupervisory Board to temporarily perform the duties of Management Boardmembers in the case the Management Board members are suspended orotherwise unable to perform their duties;6) determining the terms ofremuneration of the Management Board and fixing the remuneration ofmembers of the Management Board;7) stating an opinion on motionssubmitted by or via the Management Board to the General Assembly;8)appointing an auditor to examine or inspect financial statements of theCompany;9) stating an opinion on annual and long-term strategies andbusiness plans of the Company and its annual budget;10) stating anopinion on incurring liabilities in excess of the equivalent of EURO100,000,000;11) stating an opinion on disposal of the Company'sassets in excess of the equivalent of EURO 100,000,000;12)submitting a concise evaluation of the Company's standing to the GeneralAssembly;13) dealing with other matters set out in the CommercialCompanies Code or herein.3. Members of the Supervisory Board areobliged to ensure that the Company and consolidated financial statementsand the report on the activities of the group meet the requirements ofthe provisions of law on accountancy.4. The members of theSupervisory Board shall exercise their rights and perform their dutiesin person.5. The remuneration of the members of the SupervisoryBoard shall be determined by the General Assembly.

3. THE MANAGEMENT BOARD

§ 24

1. The Management Board shall consist of between 3 and 10 members,including the President of the Management Board.2. The term ofoffice of each member of the Management Board shall be three years.3.The President and other members of the Management Board shall beappointed and removed by the Supervisory Board.4. The resolutions ofthe Supervisory Board regarding the appointment of the President orother members of the Management Board shall be adopted by a simplemajority of the votes cast.5. The mandates of the Management Boardmembers shall expire at the latest on the date of the General Assemblywhich approves the financial statements for the second full financialyear of his service as a member of the Management Board. The mandate ofa member of the Management Board shall also expire as a result of thedeath, resignation or removal of such a member of the Management Board.6.Members of the Management Board may be at any time removed or suspendedfor important reasons by the Supervisory Board before the expiration oftheir term of office.7. If the number of the members of theManagement Board falls below the minimum set out herein, the SupervisoryBoard shall within two weeks hold a meeting to appoint additionalmembers of the Management Board. The resolutions of the Management Boardtaken in the meantime shall be valid.

§ 25

1. The Management Board shall manage the Company's affairs, administerits assets and represent the Company towards third parties.2. Theoperations of the Management Board shall be headed by the President ofthe Management Board, who represents the employer towards all employeesof the Company.3. The President of the Management Board or, in theevent of his absence, another member of the Management Board appointedby him shall chair meetings of the Management Board.4. TheManagement Board shall be responsible for any matters relating to theCompany's affairs which, under the Commercial Companies Code or theseArticles of Association, do not fall within the competence of theGeneral Assembly of Shareholders or the Supervisory Board.5. Thedetailed procedures of operation of the Management Board shall be setout in by-laws adopted by the Management Board.6. By means of aresolution of the Management Board, certain Company's matters may beassigned to particular members of the Management Board to be handled bythemselves.7. Resolutions of the Management Board may be adopted ifall members of the Management Board have been informed about the meetingin a proper manner. The resolutions of the Management Board shall bepassed by a majority vote of the entire Management Board.§ 26

1. The President of the Management Board acting jointly with anothermember of the Management Board shall be empowered to represent theCompany.2. The Company may appoint attorneys to perform a particularaction or particular types of action, as well as appoint proxies.3.The provisions of clause 1 above shall not prejudice the power torepresent the Company which may be granted to a commercial proxy.

§ 27

In any agreements or disputes between the Company and members of theManagement Board, the Company shall be represented by a delegated memberof the Supervisory Board.

V. THE OPERATIONS OF THE COMPANY

§ 28

The financial year of the Company shall be the calendar year.

§ 29

Within 3 (three) months after the end of a financial year the ManagementBoard shall prepare the financial statements of the Company as of thelast day of the financial year, as well as a detailed report on theCompany's activity in that year and submit them to the Supervisory Boardwithin a time frame enabling fulfilment of duties imposed by therelevant regulations.

§ 30

1. The General Assembly shall decide on the distribution of theCompany's net profit, taking into account any deductions from the netprofit required by law.2. The resolution of the General Assembly onthe distribution of the annual profit among Shareholders shall designatethe dividend payment date and the ex-dividend date. The dividend paymentdate shall be no later than within six months from the date of suchresolution.3. Management Board of the Company is entitled to pay theshareholders an advance on the dividends expected at the end of thefinancial year if the company has sufficient funds for such payment,after prior receipt of the Supervisory Board's consent.

§ 31

1. The Company shall create the following capital:1) share capital;2)supplementary capital;3) reserve capital;4) special-purposefunds; and5) other funds required by law.2. Supplementarycapital shall be created by annual contributions from the net profit inan amount of at least 8% of the profit until the supplementary capitalreaches one-third of the total amount of the share capital. The amountof contributions shall be determined by the General Assembly. TheGeneral Assembly may decide to continue making contributions to thesupplementary capital despite the fact that it has exceeded one-third ofthe total amount of the share capital.3. The reserve capital shallbe created by annual contributions from the net profit in an amount ofat least 2% of the profit up to the amount determined by the GeneralAssembly. The reserve capital shall be created independently from thesupplementary capital and shall be used for the coverage of losses orexpenses of the Company. The reserve capital may be also created fromdesignated revenues of the Company, unless prohibited by the law.4.A resolution of the General Assembly may also designate and use specialpurpose funds at the beginning of and at the end of a financial year.5.The General Assembly shall decide on the use of the supplementarycapital, reserve capital and special-purpose funds. The use ofspecial-purpose funds may be also determined by the Management Board inaccordance with the regulations adopted by the General Assembly.