35-2015 Continuation of non-public Bond Issuance Programme


6 July 2015

Pursuant to art. 56, clause 1, item 1 of the Law of July 29, 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies (restated and amended Journal of Laws of 2013, item 1382), the Management Board of Orange Polska S.A. (“Orange Polska”) informs about the signing on 6 July 2015 the Bond Issuance Programme Agreement with Bank Handlowy w Warszawie S.A. (“Agreement”) regarding the continuation of non-public Bond Issuance Programme (the “Programme”).

The agreement concluded with the Bank replaced an Agent and Deposit Agreement concluded with Bank Handlowy w Warszawie S.A. on 15 July 2002, annexed on 10 August 2007, establishing the Bond Issue Programme. The purpose of the Agreement is an update of the Programme documentation and adapting it to the new provisions of the Act on Bonds that enters into force on 1 July 2015. The value of all bonds that may be issued under the Programme has not been changed and can be up to 2.5 billion zlotys. As of July 6,2015 the aggregate par value of the outstanding Bonds issued under the program is 153.4 million zlotys.

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. The Bonds issued under this Programme are not offered to the public offer, as well as, Orange Polska does not anticipate introducing the Bonds into public trading on regulated market. The bonds are used for the management of Orange Polska Group working capital.