75/2009 EMTN debt notes issue

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.”) hereby informs that on 22 May 2009, TPSA Eurofinance France S.A. issued debt notes totalling €500,000,000 par (“the Debt Notes”) in the Euro Medium Term Note (EMTN) Programme (“the Programme”), that was established on 6 May 2009. The detailed terms of issue of the Debt Notes were determined in the Subscription Agreement and the Appendix 1 thereto, Final Terms. TPSA Eurofinance France S.A. has raised €497,320,000 net from the issue of the Debt Notes. Under the Subscription Agreement, the interest on the Debt Notes is 6.00% of their nominal value per annum and their redemption date is 22 May 2014. The Debt Notes are subject to an unconditional and irrevocable guarantee granted by TP S.A. on 6 May 2009 for the Debt Notes to be issued by TPSA Eurofinance France S.A. in the Programme.
Under the Dealer Agreement of 6 May 2009, the arrangers of the issue of the Debt Notes and the initial subscribers thereto are Societe Generale Corporate & Investment Banking and Barclays Capital.
TP S.A. also informs that an application for introducing the Debt Notes issued by TPSA Eurofinance B.V. into trading at the Luxembourg Stock Exchange has been filed.

TPSA Eurofinance France S.A. is a company duly established under the law of France. Its share capital amounts to €226,750.59 and is divided into 49,401 shares of nominal value of €4.59 each, corresponding to the same number of votes at the Shareholders’ Meeting.
TPSA Finance B.V. holds a 49.995% stake in TPSA Eurofinance France S.A., which corresponds to 49.995% of the total voting power. TPSA Eurofinance B.V., a wholly owned subsidiary of TPSA Finance B.V., holds a further 49.995% stake in TPSA Eurofinance France S.A., which corresponds to 49.995% of the total voting power. TPSA Finance B.V. and TPSA Eurofinance B.V. hold an aggregate stake of 99.99% in TPSA Eurofinance France S.A., controlling 99.99% of the total number of votes at the Shareholders’ Meeting thereof. TPSA Eurofinance B.V. and TPSA Finance B.V. are subsidiaries of TP S.A.