INFORMATION FOR POTENTIAL INVESTORS

16.04.2018

 

Orange Polska S.A. ("OPL") provides the following approach in the process of reaching the conclusion of contracts for sale by OPL no later than June 29 this year. the following properties:

- in Gdańsk, at ul. Długa 23-26 and ul. Ogarna 115 ("Property in Gdańsk"),

- in Wrocław at ul. Powstańców Śl. 134-138 ("Property in Wrocław"):

1 / Tenderers who, by April 30, 2018, submit preliminary offers to purchase any of the above-mentioned Properties are entitled to conduct due diligence of these Properties, both legal and technical ("Due Diligence") at their own expense and risk, in order to verify the terms of the submitted initial offers.

2 / The deadline by which the Due Diligence should be completed is May 25, 2018.

By May 28, 2018, by 12.00, interested bidders should submit to OPL (i.e. send to the e-mail address: Zofia.Wojcik1@orange.com) final offers for the purchase of the Real Estate, which will be read at the meeting that OPL will organize on May 29, 2018 at time. 17:00, or on May 30, 2018 at the latest, 10:00, at the OPL headquarters at Al. Jerozolimskie 160 in Warsaw, with bidders who submit such final offers.

3 / If a given tenderer plans to purchase more than one of the above-mentioned Real estate, any purchase offer

of them should be submitted as a separate offer. However, if the bidder plans to submit an offer for the purchase of more than one of the said Real Estate, he is entitled to submit bids for the given Real Estate with the reservation that the purchase conditions contained therein are formulated on the assumption that the given bids will be selected jointly. OPL is entitled to select all of the offers submitted by a given bidder, or only the selected ones

of them, and if the tenderer submits the above-mentioned joint offer, OPL, in the event of a decision to accept such joint offer, will not select one of the Properties covered by such an offer, but will only accept it with regard to all Properties covered by it.

4 / OPL stipulates that the key condition be taken into account when selecting one

from the offers for the purchase of a given Property, the proposed purchase price for that Property will be offered. However, it is also very important for a potential investor to reach an agreement

during the Due Diligence process, both with OPL and Poczta Polska S.A., as to the conditions

and the scope of establishing appropriate limited property rights for these entities, on each of the above-mentioned Real estate. OPL will make due efforts to organize a tripartite meeting to make appropriate arrangements before the end of May 25, 2018.

5 / OPL also stipulates that it is not obliged to select any of the offers read at the meeting referred to in point 2 / above. OPL will inform the participants of this meeting about the choice of any of these offers, or not choosing any of them, by June 4, 2018, at 12:00, and interested tenderers on June 5, 2018 until 12:00, to the e-mail address mentioned in point 2 / above, they will be able to submit second purchase offers for those of the above-mentioned Properties for which OPL will not select any of the final offers submitted in accordance with point 2 / above.

 

6 / In the event of submitting second bids by any of the bidders in accordance with item 5 / above, OPL on June 6, 2018 at 12:00 at the place mentioned in point 2 / above, will organize a meeting with bidders who submit such second offers, at which the content of such offers will be read.

 

OPL's intention is to sign contracts for the sale of the above-mentioned Properties with investors whose bids to purchase these Properties will be selected by June 29 at the latest

2018. However, regardless of the number and type of contracts that would be concluded with a selected investor for the purchase of a specific Real Estate, OPL's expectation, which is also a condition for signing any contract with a given investor is that he will pay the entire amount of the price, directly before on the date of the first contract to be signed, to the escrow account of the notary public.

However, according to the information that the bidders have already obtained from OPL, in relation to the Real Estate in Gdańsk it will immediately be the final sale the agreement, and in relation to the Real Estate in Krakow and the Real Estate in Wrocław, it will be preliminary sale agreements, while the promised sale agreements will be signed immediately after OPL obtains 100% of the rights to these Properties, ie after the relevant entry in the Land and Mortgage Register of the property becomes legally binding (and in the case of a Property in Wrocław, also provided that the Wrocław Commune does not exercise the pre-emptive right disclosed in the land and mortgage register kept for this Property).