Pursuant to article 56(1.1) of the Law of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies (Journal of Laws of 2005, No. 184, item 1539, as amended), the Management Board of Telekomunikacja Polska S.A. (“TP S.A.”, “the Company”) hereby informs that on 20 March 2009 the Supervisory Board of TP S.A. formulated a positive recommendation on the Management Board’s proposal to establish and carry out the European Medium Term Note issuance programme (“EMTN”, “the Programme”). The purpose of the Programme is to raise external capital for financing Telekomunikacja Polska Group’s needs.
The Management Board of TP S.A. has established a programme of issuance of bonds or other similar debt securities in the European market. A component thereof is a bond issuance programme between TP S.A. and TPSA Eurofinance France S.A., a subsidiary of TP S.A. to issue debt notes in the EMTN Programme. TP S.A.’s involvement in the Programme will include TP S.A.’s guarantee of the performance by the debt issuer, TPSA Eurofinance France S.A., of all its financial obligations under debt issues in the Programme as well as the issuance of TP S.A. bonds in a bond issuance programme addressed to TP S.A.’s subsidiaries.
The aggregate amount of debt securities to be issued in the EMTN Programme, excluding the Intragroup Programme, will not exceed the equivalent of €1,500,000,000 par. As part of the Programme, the Management Board of TP S.A. has approved the conclusion and execution by TP S.A. of any contracts or agreements in the EMTN programme as well as any annexes thereto. In particular, the Chief Financial Officer of TP S.A. has been authorised by the Company’s Management Board to:
– Determine the terms and conditions of any agreements to be concluded as well as the content of any statements or documents related to EMTN (including the Intragroup Programme) and issue documents;
– Take decisions on issues in the EMTN Programme on a case-by-case basis (to the extent dictated by the nature of the EMTN Programme); and
– Approve bond issue terms (to the extent dictated by the nature of the EMTN Programme), namely:
a) determine, within the pre-defined limits of the Programme, the issue dates as well as the types, amounts and currencies of the debt securities to be issued;
b) decide the characteristics of the debt securities to be issued, particularly their par value, interest/coupon type (fixed/variable rate), maturity date, interest periods, interest rate reference, interest capitalisation terms, discount rate, spread over reference rate, issue price and other price elements;
c) determine, depending on the market conditions, the redemption terms or the early redemption terms, including the amount of the relevant premium, as well as decide upon and determine the terms of buyback of the securities that have been issued;
d) decide, depending on the market conditions, upon guarantees or collaterals for the securities to be issued and determine the terms and types thereof;
e) determine and decide the legal terms and conditions related to the securities to be issued that need to be determined at the moment of issuance.