Annual
report 2020

31.2. Related party transactions

As at 31 December 2020, Orange S.A. owned 50.67% of shares of the Company. Orange S.A. has majority of the total number of votes at the General Meeting of OPL S.A. which appoints OPL S.A.’s Supervisory Board Members. The Supervisory Board decides about the composition of the Management Board. According to the Company’s Articles of Association, at least 4 Members of the Supervisory Board must be independent. The majority of Members of the Audit Committee of the Supervisory Board are independent.

The Group’s income earned from the Orange Group comprises mainly wholesale telecommunications services and research and development income. The purchases from the Orange Group comprise mainly brand fees and wholesale telecommunications services.

Orange Polska S.A. operates under the Orange brand pursuant to a licence agreement concluded with Orange S.A. and Orange Brand Services Limited (hereinafter referred to as “OBSL”). The brand licence agreement provides that OBSL receives a fee of up to 1.6% of the Company’s operating revenue earned under the Orange brand.

Until 31 December 2020, the Group and Atlas Services Belgium S.A., a subsidiary of Orange S.A., concluded loan agreements for EUR 190 million, PLN 4,950 million and Revolving Credit Facility Agreement for up to PLN 1,500 million (see Note 20). Additionally, the Group concluded an agreement with Orange S.A. concerning derivative transactions to hedge exposure to foreign currency risk and interest rate risk related to the financing from Atlas Services Belgium S.A. The nominal amount of cross currency interest rate swaps and interest rate swaps outstanding under the agreement as at 31 December 2020 was EUR 190 million and PLN 5,450 million, respectively, with a total negative fair value of PLN 26 million (as at 31 December 2019, nominal amount of EUR 190 million and PLN 5,450 million with a total negative fair value of PLN 17 million).

Financial receivables, payables, financial costs, net and other comprehensive loss concerning transactions with the Orange Group relate mainly to the above-mentioned agreements. Cash and cash equivalents deposited with Orange S.A. relate to the Cash Management Treasury Agreement (see Note 25.6).

(in PLN millions) 12 months ended
1 December 2020
12 months ended
31 December 2019
Sales of goods and services and other income: 217 229
Orange S.A. (parent) 138 146
Orange Group (excluding parent) 79 83
Purchases of goods (including inventories, tangible and intangible assets) and services: (219) (236)
Orange S.A. (parent) (58) (62)
Orange Group (excluding parent) (161) (174)
– including Orange Brand Services Limited (brand licence agreement) (117) (112)
Financial costs, net: (198) (216)
Orange S.A. (parent) (17) (61)
Orange Group (excluding parent) (181) (155)
Other comprehensive loss: (74) (23)
Orange S.A. (parent) (74) (23)

(in PLN millions) At 31 December
2020
At 31 December
2019
Receivables: 85 97
Orange S.A. (parent) 51 64
Orange Group (excluding parent) 34 33
Liabilities: 84 100
Orange S.A. (parent) 31 49
Orange Group (excluding parent) 53 51
Financial receivables: 106 38
Orange S.A. (parent) 106 38
Cash and cash equivalents deposited with: 55 29
Orange S.A. (parent) 55 29
Financial liabilities: 6,122 6,497
Orange S.A. (parent) 132 55
Orange Group (excluding parent) 5,99 6,442

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