118/2009 TP Bond Issue – Orange Polska


8 September 2009

Pursuant to art. 5, clause 1, item 6 of the Decree of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259, with amendments) the Management Board of Telekomunikacja Polska S.A. (“TP S.A.”) announces that TP S.A. has received information about the acquisition by a subsidiary of securities issued by TP S.A.

1. On 7 September 2009 TP S.A. issued TP S.A. bonds (“the Bonds”) under the TP S.A. Bond Issuance Programme of 15 July 2002. The aggregate par value of the Bonds is PLN 262,000,000 namely:
a) The issue of PLN 70,000,000 with the redemption date of 14 September 2009 and issue rate of 3.08% per annum, which has been acquired by PTK Centertel Sp. z o.o., in which TP S.A. holds 100% interest, corresponding to 100% of the total number of votes at the General Meeting of Shareholders;
b) The issue of PLN 70,000,000 with the redemption date of 21 September 2009 and issue rate of 3.11% per annum, which has been acquired by PTK Centertel Sp. z o.o.;
c) The issue of PLN 64,000,000 with the redemption date of 7 October 2009 and issue rate of 3.20% per annum, which has been acquired by PTK Centertel Sp. z o.o;
d) The issue of PLN 48,000,000 with the redemption date of 14 September 2009 and issue rate of 3.07% per annum, which has been acquired by TP Emitel Sp. z o.o., in which TP S.A. holds 100% interest, corresponding to 100% of the total number of votes at the General Meeting of Shareholders;
e) The issue of PLN 10,000,000 with the redemption date of 7 October 2009 and issue rate of 3.19% per annum, which has been acquired by Wirtualna Polska S.A., in which TP S.A. holds 100% shares, corresponding to 100% of the total number of votes at the General Meeting of Shareholders.
2. On 8 September 2009 TP S.A. issued TP S.A. Bonds under the TP S.A. Bond Issuance Programme of 15 July 2002. The aggregate par value of the Bonds is PLN 31,000,000 with the redemption date of 15 September 2009 and issue rate of 3.02% per annum. The issue has been acquired by PTK Centertel Sp. z o.o.
The Bonds are denominated in PLN and have been offered by private placement, exclusively within the territory of the Republic of Poland. The Bonds have been issued as non-material unsecured bearer discount bonds (zero-coupon bonds). The Bonds will be redeemed per their par value. The par value of one bond equals PLN 10,000. TP S.A. does not anticipate introducing the Bonds into public trading. The bonds are used for the management of TP Group working capital.
As a result of the issue, the aggregate par value of the outstanding Bonds issued under the programme is PLN 1,761,900,000 (as of 8 September 2009).