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49/2013 Answer given to a shareholder - Orange Polska

Pursuant to art. 38, clause 1, item 12 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.”) informs about giving an answer to a shareholder, as defined in art. 428 § 5 of the Commercial Companies Code, to the question that was asked at the Annual General Meeting of Telekomunikacja Polska S.A. on 11 April 2013.

Question of the shareholder (private investor):

Why in the resume of Mrs. Henryka Bochniarz, current member of TP S.A.’s Supervisory Board, the fact that she was a member of WGI TFI supervisory board, has been omitted?

Answer of TP SA’s Management Board:

A current report on appointing a person to a company’s supervisory board is prepared in line with the regulations that specify the requirements for the scope of the information disclosed on the given candidate. Those regulation include the need to disclose past positions with a description of the career path. It should be noted that it is a candidate that provides this information to the company, having in mind the regulation that it is the candidate to evaluate if at the moment of the appointment they perform other activities that may be competitive to the activities of TP S.A. If such a situation occurs, the candidate should disclose it. As for the person to which you refer to, to the best of the Company’s knowledge such a situation of competitive activity does not occur. The information mentioned above is particularly about all the positions currently held by a given person. The requirements for past positions regard only key past experience of a candidate, not all the entities for which the candidate has worked.

At the moment of the appointment, the candidate in question had no longer been in the position to which you referred to in your question. Moreover, the regulation on declaration of possible competitive activity to the activity of TP S.A. is an additional protection for TP S.A. and its investors against choosing unsuitable persons to its supervisory board.

What is more, we would like to inform that according to the available information, the so-called „WGI-gate” to which you seem to be referring in your question, was linked with the activities of Warszawska Grupa Inwestycyjna Dom Maklerski (KRS number 0000106263) and Warszawska Grupa Inwestycyjna Consulting (KRS number 0000229921), against which entities the Chairperson of the Securities and Exchange Commission (KPWiG) took appropriate legal measures at the time. The WGI-TFI company which you brought up in your question had never started its operations, and the person that you mentioned had resigned from its supervisory board as soon as she received information that KPWiG had withdrawn the broker licence from WGI DM.

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