Current report 10/2019Orange Polska S.A. - Warsaw, Poland29April 2019

(translation of Polish version)title:Orange Polska concludes preliminary agreement to acquire 100%shares in BlueSoft sp. z o.o. to strengthen its operations to businesscustomers.Pursuant to Art. 17 clause 1 of the Regulations (eu)no 596/2014 of the European Parliament and of the Council of 16 April2014 on market abuse (market abuse regulation) and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC (hereinafter "MARRegulations"), The Management Board of Orange Polska S.A. ("OrangePolska" or "the Company") hereby announces that on April 29, 2019,Orange Polska and Tokajami Limited and Wellchosen Investments Limited("the Sellers"), have entered into a preliminary agreement ("theAgreement") based on which Orange Polska will acquire 100% shares ("theShares") in BlueSoft sp. z o.o. ("BlueSoft").

Orange Polska concludes preliminary agreement to acquire 100% shares inBlueSoft sp. z o.o. to strengthen its operations to business customers

Total Enterprise Value of the acquired business and total transactionvalue according to the Agreement is expected to be around PLN 200million. Out of this amount, around PLN 149 million will be paid uponsigning of the final agreement. The remaining part will be settledbefore the end of 2022 and will be based on achieving certain financialtargets of BlueSoft in 2019 and 2020 as well as on meeting certain otherlegal conditions. Acquisition will be financed by Orange Polska from owncash and available financing sources. Signing of the final agreement issubject to an approval of the antimonopoly authority.

BlueSoft, founded in 2002, is providing multiple IT services in theareas with high-growth potential: application development andintegration, system customization, analytics and cloud services. In2018, around 75% of its consolidated revenues came from applicationdevelopment and integration which included creation of customizedapplications, customer facing portals for e-commerce, back officesystems and modifications of platforms and systems. BlueSoft sells itsproducts to a diversified portfolio of blue-chip customers from multipleindustries, including: banking & insurance, utilities, pharma, telecomsand logistics. In 2018 BlueSoft generated PLN 123 million ofconsolidated revenues and PLN 25 million of consolidated EBITDA.Employment at the end of 2018 stood at around 650.

"As Polish enterprises digitise their businesses, the demand forend-to-end solutions is increasing: on top of connectivity andinfrastructure they also need software engineering, cloud and otherdigital enablers. This market trend makes telecom and ICT services moresynergetic than ever. The acquisition of BlueSoft perfectly complementsOrange Polska's existing competencies, and significantly increases ourcompetitive edge against both other telecom operators and pure ICTcompanies. I strongly believe that our combined offer will be unique onthe market. BlueSoft is an agile and efficient business with a provengrowth track record, a team of highly skilled IT consultants, andestablished business relations with a number of renowned companies. I amalso very pleased that key managers of BlueSoft - the people who havebuilt its market success - will stay on board and contribute to theexciting future ahead of us." - said Bożena Leśniewska, Vice-Presidentof the Management Board of Orange Polska, in charge of business market

"I am very excited that BlueSoft is joining the Orange Polska Group.This acquisition will make our business stronger: I am confident that,along with the other key pillars of our Orange.one strategy, convergenceand fibre, it will make our company a better structural fit to explorefuture market opportunities and will strengthen us on our path toturnaround and sustainable growth."- said Jean-Francois Fallacher, theCEO of Orange Polska.

The transaction announced today is another step executing on OrangePolska strategy that on enterprise market focuses on expandingcompetencies to more value added ICT services in order to meet growingdemand of business customers in the areas of digital transformationincluding cloud, microservices and dedicated portals as well ascybersecurity.

Acquisition of BlueSoft will complement competencies and skills alreadyexisting and developed in Integrated Solutions (ICT subsidiary whollyowned by Orange Polska) making our offer more complex and competitive.One of the ambitions of Orange.one strategy announced in September 2017was to double ICT revenues between 2016 and 2020. In 2018 Orange Polskagenerated PLN 534 million of ICT revenues, a growth of 26% over 2017.

Moreover, the Company informs that on 24 April 2019, pursuant to article17 clause 4 of the MAR Regulations, it decided to delay disclosure tothe public of the inside information. In the view of the ManagementBoard the ongoing negotiations regarding acquisition of 100% shares inBlueSoft sp. z o.o. constituted from 24 April 2019 inside informationwithin the meaning of Article 7 of the MAR Regulations. However, havingin mind that immediate disclosure to the public of this informationcould prejudice the legitimate interests of Orange Polska.