CR 8-2026 AGM draft resolutions

Pursuant to art. 20, clause 1, item 2 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 drafts of the resolutions to be adopted on the Annual General Meeting to be held on 10 April 2026.

§ 1

The Annual General Meeting nominates as the Chairmen

of the Annual General Meeting.

§ 2

The resolution enters into force upon adoption.

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:

The Annual General Meeting approves the Orange Polska S.A. IFRS financial statements for 2025 which include:

1. income statement for 2025 showing net income of PLN 813 million (in words: PLN eight hundred and thirteen million),

2. statement of comprehensive income for 2025 showing total comprehensive income of PLN 711 million (in words: PLN seven hundred and eleven million),

3. 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),

4. statement of changes in equity for 2025 showing an increase in equity by PLN 21 million (in words: PLN twenty one million),

5. statement of cash flows for 2025 showing a decrease in cash and cash equivalents by PLN 8 million (in words: PLN eight million),

6. notes to the financial statements.

The resolution comes into force on the day of its adoption.

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:

The 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:

1. 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),

2. 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).

1. 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.

2. 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).

   § 3

   Persons being the Company's shareholders on 24 June 2026 (the Dividend Day) shall be entitled to the dividend.

   § 4

   The dividend shall be paid on 8 July 2026.

   § 5

   The resolution comes into force on the day of its adoption.

   JUSTIFICATION

   Management Board of Orange Polska recommends to Annual General Meeting payment of a cash dividend of PLN 0.61 per share in 2026 from 2025 profits. The proposal to increase the dividend by 15% is a reflection of Company's strong financial performance in 2025, its sound balance sheet and the confidence of the management in the future prospects of Orange Polska.

   - DRAFT - Resolution no 4 of Annual General Meeting of Orange Polska S.A. dated 10 April 2026 on approval of the Management Board's report on the Activity of the Orange Polska Group and Orange Polska S.A. in the 2025 financial year

   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:

   § 1

   The Annual General Meeting approves the Management Board's report on the Activity of the Orange Polska Group and Orange Polska S.A. for the 2025 financial year.

   § 2

   The resolution comes into force on the day of its adoption.

   - DRAFT - Resolution no 5 of Annual General Meeting of Orange Polska S.A. dated 10 April 2026 on approval of the Orange Polska Group IFRS consolidated financial statements for 2025

   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:

   § 1

   The Annual General Meeting approves the Orange Polska Group IFRS consolidated financial statements for 2025, which include:

   1. 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),

   2. 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),

   3. 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),

   4. 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),

   5. 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),

   6. notes to the consolidated financial statements.

The resolution comes into force on the day of its adoption.

The Supervisory Board of the Orange Polska S.A. report for the 2025 financial year is approved.

The resolution enters into force upon adoption.

A positive opinion on the Report on remuneration of the Members of the Management Board and Supervisory Board of Orange Polska S.A. in 2025 prepared by the Supervisory Board is expressed.

The resolution enters into force upon adoption.

The approval of the performance by of

his/her duties as the President / a member of the Orange Polska S.A. Management Board / a member of the Orange Polska S.A. Supervisory Board in financial year 2025 is granted.

1. Liudmila Climoc - President

2. Jolanta Barbara Dudek - Vice President

3. Bożena Katarzyna Leśniewska - Vice President

4. Witold Ryszard Drożdż - Member

5. Piotr Tadeusz Jaworski - Member

6. Jacek Kowalski - Member

7. Jacek Marek Kunicki - Member

8. Maciej Mateusz Nowohoński - Member

1. Maciej Krzysztof Witucki - Chairman

2. Marie-Noëlle Jégo-Laveissière - Deputy Chairman

3. Laurent Martinez - Deputy Chairman

4. Marc Ricau - Secretary

5. Philippe Béguin - Board Member

6. Bénédicte David - Board Member

7. Bartosz Dobrzyński - Board Member

8. Clarisse Heriard Dubreuil - Board Member

9. John Russell Houlden - Board Member

10. Monika Aleksandra Nachyła - Board Member

11. Maria Pasło-Wiśniewska PhD - Board Member

12. Adam Jacek Uszpolewicz - Board Member

13. Jean-Marc Vignolles - Board Member

14. Etienne Vincens de Tapol - Board Member

The following proposed modifications to the Orange Polska Articles of Association are related to the changes adopted by the Polish government in the Polish Classification of Activities, which aim to adapt it to current economic environment and ensure compliance with international standards. These changes require Polish business entities to reflect these updates in their Articles of Association.

Therefore, the proposed modification are solely of an adaptation nature, with one exception: only the activity "production of fiber optic cables [PKD 27.31.Z]" is being removed from the list of activities.

Pursuant to Article 430 § 1 of the Commercial Companies Code and § 13 item 5 of the Articles of

Association of Orange Polska S.A., the following is hereby resolved:

The Articles of Association of Orange Polska S.A., constituting the content of Resolution No. 2 of the Extraordinary General Meeting of Orange Polska S.A. of 21 November 2024, are hereby amended as follows:

1. Regarding changes to § 6 section 1 of the Articles of Association:
   1. in § 6 section 1 of the Articles of Association the following points are deleted: 6), 10), 14), 15), 23), 27), 28),

30), 31), 32), 33), 34), 35), 36), 37), 38), 39), 40), 41), 43), 44), 46), 49), 50), 51), 52), 53), 54), 55), 56), 57), 58), 59),

60), 61), 63), 68), 69), 70), 71), 73), 74), 75), 78), 79), 80), 81), 82), 84), 86), 87), 88), 89), 90), 92), 93), 96), 97), 98),

99), 100), 101) as follows:

6) treatment and coating of metal [PKD 25.61.Z];

10) manufacture of fiber optic cable [PKD 27.31.Z];

14) trade of electricity [PKD 35.14.Z];