Current report17/2025
Orange PolskaS.A. - Warsaw, Poland
19 December 2025
Pursuantto Art. 17 clause 1 of the Regulations (eu) no 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC (hereinafter "MAR Regulations"), TheManagement Board of Orange Polska S.A. ("Orange Polska","the Company","OPL") hereby informs that on 19 December 2025 Orange Polska and APGGroup ("APG") signed a preliminary agreement to acquire Nexera Holdingsp. z o.o. ("Nexera").
Orange Polska and APG (on behalf of ABP) jointlyacquire Nexera, one of the leading FiberCos in Poland, in order toenlarge its successful JV Światłowód Inwestycje by 800,000 households,in a highly complementary and synergetic transaction.
- This transaction underscores OPL's and APG's, onbehalf of pension fund ABP, commitment to investments in fibreinfrastructure in Poland. It will contribute to significant developmentof Światłowód Inwestycje (JV co-controlled by OPL and APG), increasingits footprint ambition to nearly 3.7 million households connectable by2028.
- Both networks are highly complementary as they arefully built in FTTH technology, located in attractive wholesale regionswith very limited overlap between each other.
- The transaction will contribute to higherefficiency of operations of both networks owing to expected significantoperational and cost synergies.
-Contributionof Nexera to Światłowód Inwestycje, which has stable and long termoriented strategic shareholders,willbenefit Nexera's stability and resilience.
The preliminary agreementassumes that Nexera is acquired jointly by Orange Polska and APG("Partners"). The Enterprise Value of the transaction amounts to PLN1.5bn of which around PLN 1.0bn accounts for bank debt. The Partnerswill now start discussions with Nexera's financing banks to possiblykeep the existing debt in the company, noting that the Partners haveagreed to repay the debt that will not be maintained on Nexera's balancesheet.As a consequence, OPL does notexpect this transaction to have any meaningful impact on the strength ofits balance sheet or its level of financial leverage.The final price will be subject to customary adjustments at closing ofthe transaction.
Nexera will be co-controlled entity 50/50% owned byOPL and APG, similarly to Światłowód Inwestycje. In the next step, thePartners will contribute Nexera to Światłowód Inwestycje. ŚwiatłowódInwestycje operates in a fully open wholesale model, ensuring an equaland non-discriminatory access to all providers of retail broadbandservices in Poland.
Liudmila Climoc, the CEO ofOrange Polska commented:We are excitedabout acquisition of Nexera, who was one of the pioneers of the fibrewholesale in Poland, building trust and setting standards to thisbusiness model. The transaction underscores OPL's position in FTTHtechnology in Poland, in which we have been consistently investing forthe past decade. Fibre is a key driver of our commercial strategy andthe backbone of modern digital economy of the country. Nexera perfectlycomplements the profile of our highly successful Światłowód InwestycjeJV, both technologically and geographically. In addition, we expect thetransaction to results in significant synergies. We are pleased that wecan again invest together with APG with whom we share long-termstrategic commitment to investments in the Polish fibre infrastructure.
Arjan Reinders, Head of Infrastructure Europe at APGcommented:APG is delighted to announce the acquisition of Nexera, onbehalf of its client ABP, further strengthening our commitment to thePolish FTTH sector. Since the inception of Światłowód Inwestycje, wehave invested in expanding fibre infrastructure in Poland, and Nexerarepresents a perfect strategic fit. Its geographic footprint complementsŚwiatłowód Inwestycje and will accelerate the platform's growth towardnearly 3.7 million households by 2028. We are pleased to continue ourpartnership with Orange Polska, sharing a long-term vision for advancingPoland's fibre network and supporting the country's digitaltransformation and economic growth.
Nexera's FTTH network encompasses close to 800,000households connectable of which vast majority is located in small townsand rural areas with high saturation prospects. There are around 280,000retail customers on Nexera's network who are direct customers of retailtelecom operators (including OPL).
Closing of the transaction is conditional upon thecustomary regulatory approvals.
Orange Polska, APG and Światłowód Inwestycje wereadvised by Santander Bank Polska (M_A), A_O Shearman (Legal), EY(Financial _ Tax) and Altman Solon (Commercial _ Tech).
Moreover, the Company informsthat on 4 December 2025, pursuant to article 17 clause 4 of the MARRegulations, it decided to delay disclosure to the public of the insideinformation. In the view of the Management Board the progress ofnegotiations for acquiring Nexera constituted from 4 December 2025inside information within the meaning of Article 7 of the MARRegulations. However, having in mind that immediate disclosure to thepublic of this information could prejudice the legitimate interests ofOrange Polska.
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AboutOrange Polska
OrangePolska is the leading telecommunication services provider in Poland,operating in all segments of the Polish telecoms market and a leadingplayer in the ICT market. The Group owns the largest telecominfrastructure in Poland, providing a broad portfolio of products andservices for individual, business and wholesale customers on fixed andmobile networks. Orange Polska is the biggest fixed-mobile convergentoperator in Poland based on FTTH technology. For business customers itoffers a unique end-to-end solutions combining connectivity and IT _integration services.
AboutAPG and ABP
ABPis the pension fund for employees in the public sector and education inthe Netherlands, serving 3.1 million participants. The administrationand management of ABP's pension scheme and assets are handled by APG,the largest asset manager in the Netherlands, with 590 billion inassets under management (June 2025). Together, ABP and APG work toprovide a good pension for millions of participants in a livable world.Further details can be found on APG's websitehttps://apg.nl/en/