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62/2011 Disposal of assets within TP Group - Orange Polska

Pursuant to art. 5, clause 1, item 1 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.”, “Company”) informs about disposal of assets of significant value to its fully owned subsidiary Bilbo Sp. z o.o. (“Bilbo”). 

On 23 of May 2011, TP S.A. and Bilbo signed an agreement, based on which TP S.A. made contribution in kind in form of 860.300 shares (100% of share capital) of TP Emitel Sp. z o.o. (“TP Emitel”), with each share at nominal value PLN 500, entitling to 860.300 votes during the General Meeting of Shareholders of TP Emitel, in exchange for 34.500.000 shares (each at nominal value of PLN 50) in increased share capital of Bilbo. The value of the contribution in kind was agreed by parties in the amount of PLN 1 725 million.

The value of transferred shares exceeds 10% of TP S.A. equity.

The above mentioned is one of the steps (second is registration of Bilbo’s increased share capital by the court) required to fulfil the condition for sale by TP S.A. of TP Emitel to EM Bidco sp. z o.o. (former Kapiri Investments sp. z o.o.), whose sole shareholder is Montagu IV (B) LP. The second condition is obtaining the consent from the President of the Polish Competition Office (‘UOKiK’) by the buyer.

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