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13/2013 TP S.A. and PTK Centertel to merge into one company - Orange Polska

Pursuant to art. 5, clause 1, item 13 and art. 19 clause 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).

TP S.A. and PTK Centertel to merge into one company.

The Management Board of Telekomunikacja Polska S.A. (“TP S.A.”) informs about making on 11 February 2013 the decision to merge with its subsidiary Polska Telefonia Komórkowa - Centertel Sp. z o.o. (“PTK Centertel” - in which TP S.A. holds 100% interest in share capital and 100% of the total number of votes). The intended merger will take place in accordance with Art. 492 § 1 item 1) of the Commercial Companies Code by transferring all assets of PTK Centertel to TP SA (merger by acquisition).

The planned merger aims to integrate into a single entity the main assets currently available at Orange Polska. The merger of both companies will contribute in particular to:

  • Reinforcement of a leadership position in core markets by leveraging on convergence,
  • Development  of infrastructure required to offer convergent solutions to customers and support the expected growth of data traffic,
  • Further unification of customer care in coherence with the convergent service portfolio,
  • Cost savings, through increase of operational efficiency, simplification and integration of processes of the merged entity.

TP S.A. and PTK Centertel are the leading suppliers of telecommunications services in Poland. TP S.A. provides, amongst other fixed voice services, fixed broadband access, TV and Voice over Internet Protocol (“VoIP”). PTK Centertel provides mobile services including third generation UMTS services and services based on CDMA technology. Both companies’ operations are subject to regulatory controls of the Office of Electronic Communication. Telekomunikacja Polska S.A. and PTK-Centertel Sp. z o.o. are deemed to be a significant market power companies on certain markets.

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