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143/2013 TP S.A. and PTK Centertel merged into a single company, Orange Polska S.A.

Telekomunikacja Polska S.A. (TP S.A.) – Warsaw, Poland

Pursuant to Article 5(1.14) in conjunction with Articles 20 and 38(1.2) 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, as amended).

TP S.A., PTK Centertel and Orange Polska sp. z o.o. merged into a single company, Orange Polska S.A.

December 31, 2013: the Management Board of TP S.A. (“the Company”) hereby informs that the District Court for the Capital City of Warsaw, XII Commercial Department of the National Court Register, has registered the merger of Telekomunikacja Polska S.A. (as the acquiring company), with Polska Telefonia Komórkowa – Centertel sp. z o.o. and Orange Polska sp. z o.o. (as the target companies) in the commercial register.

The Court also registered amendments to the Articles of Association of the Company with respect to business activity as well as a change of the name from Telekomunikacja Polska Spółka Akcyjna to Orange Polska Spółka Akcyjna. The amendments have been effected pursuant to the Resolutions no. 3, 4 and 5 of the Extraordinary General Meeting of Telekomunikacja Polska S.A. dated November 7, 2013.

The merger has been effected pursuant to Article 492(1.1) of the Commercial Companies Code by transfer of all the assets of Polska Telefonia Komórkowa – Centertel sp. z o.o. and Orange Polska sp. z o.o. to Telekomunikacja Polska S.A. being the sole shareholder of the target companies.

As at December 31, Telekomunikacja Polska S.A. as the acquiring company, entered into all the rights and obligations of the target companies.

The Company informed about the intention to merge, development of the merger plan, notification of the intention to merge, position of the Management Board regarding the merger and the shareholders’ decision on the merger in the following current reports: 13/2013, 96/2013, 106/2013, 112/2013, 113/2013, 114/2013, 123/2013 and 127/2013.

TP S.A. and PTK Centertel are leading suppliers of telecommunications services in Poland. TP S.A. provides, amongst other, fixed voice, fixed broadband access, TV and Voice over Internet Protocol (“VoIP”) services. PTK Centertel provides mobile services, including LTE-based services, third generation UMTS services and services based on the CDMA technology. Both companies’ operations are subject to regulatory controls of the Office of Electronic Communication. TP S.A. and PTK Centertel are deemed to be companies having significant market power on certain markets. Orange Polska sp. z o.o. has not conducted any operating activity.

Simultaneously with the merger, the Company changed its address from ul. Twarda 18, Warsaw (00-105) to Aleje Jerozolimskie 160, Warsaw (02-326).

The unified text of the Articles of Association after the amendments referred to above is attached to this current report.

Change of the name will also concern symbols used by Warsaw Stock Exchange for the Company's shares. Until January 14, 2014 the Company's shares will be listed with unchanged abbreviations. The change of the abbreviated name from TPSA to ORANGEPL and the change of the ticker from TPS to OPL is planned from January 14, 2014.

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