Pursuant to art. 20, clause 1, item 6 of the Decree of the Minister of Finance of 6 June 2025 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, the Management Board of Orange Polska
S.A. ("Orange Polska", "the Company") submits content of the resolutions that were adopted by the Ordinary Annual General Meeting on 10 April 2026.
of Orange Polska SA
dated 10 April 2026
on approval of the Orange Polska S.A. IFRS financial statements for 2025
On the basis of art. 53 clause 1 of the Accounting Act and art. 393 item 1, art. 395 § 2 item 1 of the Commercial Companies Code and § 13 item 1 of the Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
§ 1The Annual General Meeting approves the Orange Polska S.A. IFRS financial statements for 2025 which include:
income statement for 2025 showing net income of PLN 813 million (in words: PLN eight hundred and thirteen million),
statement of comprehensive income for 2025 showing total comprehensive income of PLN 711 million (in words: PLN seven hundred and eleven million),
statement of financial position as at 31 December 2025, with the balance sheet total of PLN 26,012 million (in words: PLN twenty six billion twelve million),
statement of changes in equity for 2025 showing an increase in equity by PLN 21 million (in words: PLN twenty one million),
statement of cash flows for 2025 showing a decrease in cash and cash equivalents by PLN 8 million (in words: PLN eight million),
notes to the financial statements.
The resolution comes into force on the day of its adoption.
There were submitted 1 086 834 753 valid votes, corresponding to 1 086 834 753 shares that account for 82.82% of the share capital.
Votes in favour | 1 083 235 626 |
Votes against | 0 |
Votes abstaining | 3 599 127 |
of Orange Polska SA
dated 10 April 2026
on distribution of Orange Polska S.A. profit for 2025 and use of part of the financial means from the supplementary capital for distribution of the dividend
On the basis of art 395 § 2 item 2 of the Commercial Companies Code and § 13 clause 2 of Orange
Polska S.A. Articles of Association, the following resolution is hereby adopted:
§ 1The net income of Orange Polska S.A. for the 2025 financial year of PLN 812,853,584.56 (in words: PLN eight hundred and twelve million eight hundred and fifty three thousand five hundred and eighty four 56/100) shall be divided in the following manner:
for a dividend - PLN 796,596,512.87 (in words: PLN seven hundred and ninety six million five hundred and ninety six thousand five hundred and twelve 87/100),
to the reserve capital, referred to in § 30 clause 3 of the Articles of Association -PLN 16,257,071.69 (in words: PLN sixteen million two hundred and fifty seven thousand seventy one 69/100).
The amount of dividend shall be 61 groszy (in words: sixty one groszy) for each entitled share. For this purpose, part of the funds from the supplementary capital in the amount of PLN 3,941,549.32 (in words: PLN three million nine hundred and forty one thousand five hundred and forty nine 32/100) shall be allocated and distributed for the dividend.
Total amount for distribution of the dividend shall be PLN 800,538,062.19 (in words: PLN eight hundred million five hundred and thirty eight thousand sixty two 19/100).
Persons being the Company's shareholders on 24 June 2026 (the Dividend Day) shall be entitled to the dividend.
§ 4The dividend shall be paid on 8 July 2026.
§ 5The resolution comes into force on the day of its adoption.
There were submitted 1 086 834 753 valid votes, corresponding to 1 086 834 753 shares that account for 82.82% of the share capital.
Votes in favour | 1 084 704 321 |
Votes against | 0 |
Votes abstaining | 2 130 432 |
On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial Companies
Code, the following resolution is hereby adopted:
§ 1The Annual General Meeting approves the Management Board's report on the Activity of the Orange Polska Group and Orange Polska S.A. in the 2025 financial year.
§ 2The resolution comes into force on the day of its adoption.
There were submitted 1 086 834 753 valid votes, corresponding to 1 086 834 753 shares that account for 82.82% of the share capital.
Votes in favour | 1 083 235 626 |
Votes against | 0 |
Votes abstaining | 3 599 127 |
On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial
Companies Code the following resolution is hereby adopted:
§ 1The Annual General Meeting approves the Orange Polska Group IFRS consolidated financial statements for 2025, which include:
consolidated income statement for 2025 showing net income of PLN 762 million (in words: PLN seven hundred and sixty two million), including net income attributable to owners of Orange Polska S.A. of PLN 762 million (in words: PLN seven hundred and sixty two million),
consolidated statement of comprehensive income for 2025 showing total comprehensive income of PLN 575 million (in words: PLN five hundred and seventy five million), including total comprehensive income attributable to owners of Orange Polska S.A. of PLN 575 million (in words: PLN five hundred and seventy five million),
consolidated statement of financial position as at 31 December 2025, with the balance sheet total of PLN 27,008 million (in words: PLN twenty seven billion eight million),
consolidated statement of changes in equity for 2025 showing a decrease in total equity by PLN
115 million (in words: PLN one hundred and fifteen million), including a decrease in equity attributable to owners of Orange Polska S.A. by PLN 115 million (in words: PLN one hundred and fifteen million),
consolidated statement of cash flows for 2025 showing a decrease in cash and cash equivalents by PLN 28 million (in words: PLN twenty eight million),
notes to the consolidated financial statements.
The resolution comes into force on the day of its adoption.
There were submitted 1 086 834 753 valid votes, corresponding to 1 086 834 753 shares that account for 82.82% of the share capital.
Votes in favour | 1 083 235 626 |
Votes against | 0 |
Votes abstaining | 3 599 127 |
of Orange Polska SA
dated 10 April 2026
on approval of the Supervisory Board report for the 2025 financial year
§1The Supervisory Board of the Orange Polska S.A. report for the 2025 financial year is approved.
§2The resolution enters into force upon adoption.
There were submitted 1 086 834 753 valid votes, corresponding to 1 086 834 753 shares that account for 82.82% of the share capital.
Votes in favour | 1 083 235 626 |
Votes against | 0 |
Votes abstaining | 3 599 127 |
of Orange Polska SA
dated 10 April 2026
on expressing an opinion on the Report of the Supervisory Board on remuneration in 2025
§1A positive opinion on the Report of the Supervisory Board on remuneration of the members of the Management Board and Supervisory Board of Orange Polska S.A. in 2025 is expressed.
§2The resolution enters into force upon adoption.
There were submitted 1 086 834 753 valid votes, corresponding to 1 086 834 753 shares that account for 82.82% of the share capital.
Votes in favour | 1 068 534 410 |
Votes against | 16 169 911 |
Votes abstaining | 2 130 432 |
