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19-2017 Incentive Programme

Current report (19/2017),

Orange Polska S.A. – Warsaw, Poland

4 September 2017


Pursuant to Art. 17 clause 1 of the Regulations (eu) no 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, the Management Board of Orange Polska S.A. (“Orange Polska”) hereby informs that on September 4, 2017 the Supervisory Board adopted the Incentive Programme (“the Programme”) for the Management Board Members, Executive Directors and key managers of Orange Polska S.A., including selected members of management boards of subsidiaries of Orange Polska S.A. (“the Participants”), which is based on derivative instruments (“phantom shares”), whose underlying asset is the Orange Polska S.A. share price on the regulated market operated by the Warsaw Stock Exchange.

The purpose of the Programme is to provide additional incentives to motivate senior managers to achieve mid-term commercial and financial objectives, resulting from Orange Polska’s new strategy, which will lead to increasing the value of the Company’s shares.

The terms of the Programme will be as follows:

1.    Participation in the programme shall be voluntary.

2.    The Programme Participants can purchase a total of up to 2,315,000 phantom shares from the basic pool for a price of PLN 1 per phantom share.

3.    In case of meeting certain criteria described in the detailed Regulations of the Programme regarding the average price of Orange Polska shares and NPS (Net Promoter Score), the Participants shall purchase additional packages of up to 1,438,500 and 616,500 phantom shares, respectively.

4.    Phantom shares shall be bought back from the Participants by the Company, at Orange Polska’s average share price in the first quarter of 2021, only in the case it is not lower than the arithmetic mean of Orange Polska’s closing share prices in the third quarter of 2017. Otherwise, phantom shares shall not be bought back, resulting in the loss of invested funds by the Participants.

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