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Corporate Governance Information - Orange Polska

Warsaw and London Stock Exchanges
Report 1-2013 EBI
Telekomunikacja Polska SA
Warsaw 22 March 2013

Pursuant to Article 29(3) of the Warsaw Stock Exchange By-laws, the Management Board of Telekomunikacja Polska S.A. (“TP S.A.” or “the Company”) hereby informs on a departure from a corporate governance rule specified in section IV.10.2 of the Code of Best Practice for WSE Listed Companies, which is an Appendix to the Resolution No. 19/1307/2012 of the Warsaw Stock Exchange Supervisory Board dated 21 November 2012.  

The rule provides for enabling shareholders to participate in a General Meeting through real-time bilateral communication using means of electronic communication.  

TP S.A. organises real time broadcast of General Meetings to enable its shareholders to follow the General Meeting without the need to be present at the venue thereof.  

The Articles of Association and the General Meeting By-laws do not enable the Company’s shareholders to actively participate in a General Meeting using means of electronic communication. In the Company’s opinion, under current legal regime in Poland, the introduction of bilateral communication at General Meetings without the right to vote may give rise to additional legal risks. The rules of participation in General Meetings of TP S.A. enable its shareholders to effectively execute their rights and protect their interest, which applies also to minority shareholders.  

TP S.A. does not exclude the possibility to comply with the rule in the future. However, it will be possible only if market practices and standards are in compliance with the mandatory provisions of the Code of Commercial Companies.

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