TELKM POL GDR RG'S : 3/2012 TP bond issue within TP Group

Pursuant to art. 5, clause 1, item 6 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.") announces that TP S.A. has received information about the acquisition by a subsidiary of securities issued by TP S.A.

1. On 9 January 2012 TP S.A. issued TP S.A. bonds ("the Bonds") under the TP S.A. Bond Issuance Programme of 15 July 2002. The par value of the Bonds is PLN 70,000,000 with the redemption date of 16 January 2012 and issue rate of 4.2% per annum. The issue has been acquired by PTK Centertel Sp. z o.o., in which TP S.A. holds 100% interest, corresponding to 100% of the total number of votes at the General Meeting of Shareholders.
2. On 10 January 2012 TP S.A. issued TP S.A. Bonds under the TP S.A. Bond Issuance Programme of 15 July 2002. The aggregate par value of the Bonds is PLN 276,000,000 namely:

• The issue of PLN 120,000,000 with the redemption date of 23 January 2012 and issue rate of 4.24% per annum, which has been acquired by PTK Centertel Sp. z o.o;
• The issue of PLN 120,000,000 with the redemption date of 24 January 2012 and issue rate of 4.24% per annum, which has been acquired by PTK Centertel Sp. z o.o;
• The issue of PLN 25,000,000 with the redemption date of 10 February 2012 and issue rate of 4.34% per annum, which has been acquired by Bilbo Sp. z o.o., in which TP S.A. holds 100% interest, corresponding to 100% of the total number of votes at the General Meeting of Shareholders;
• The issue of PLN 4,000,000 with the redemption date of 17 January 2012 and issue rate of 4.2% per annum, which has been acquired by Bilbo Sp. z o.o;
• The issue of PLN 7,000,000 with the redemption date of 17 January 2012 and issue rate of 4.2% per annum, which has been acquired by TP Teltech Sp. z o.o., in which TP S.A. holds 100% interest, corresponding to 100% of the total number of votes at the General Meeting of Shareholders.

The Bonds are denominated in PLN and have been offered by private placement, exclusively within the territory of the Republic of Poland. The Bonds have been issued as non-material unsecured bearer discount bonds (zero-coupon bonds). The Bonds will be redeemed per their par value. The par value of one bond equals PLN 10,000. TP S.A. does not anticipate introducing the Bonds into public trading. The bonds are used for the management of TP Group working capital.

As a result of the issue, the aggregate par value of the outstanding Bonds issued under the programme is PLN 1,481,560,000 (as of 10 January 2012).