4Mass S.A. — Capital/Financing Update 2016

May 29, 2016

The Management Board of Midas S.A. (the “Company”) hereby announces thaton 27 May 2016 it has acceded to the Senior Facilities Agreement of 21September 2015 (as amended), the original parties to which are CyfrowyPolsat S.A. (“Cyfrowy Polsat”), Telewizja Polsat sp. z o.o., CyfrowyPolsat Trade Marks sp. z o.o., Polsat License Ltd., Polsat Media BiuroReklamy Spółka z ograniczoną odpowiedzialnością sp.k., Polkomtel sp. zo.o., Eileme 2 AB (publ), Eileme 3 AB (publ), Eileme 4 AB (publ), PlusTM Management sp. z o.o., TM Rental sp. z o.o., Plus TM Group sp. z o.o.and a consortium of Polish and foreign financial institutions led byPowszechna Kasa Oszczędności Bank Polski S.A., Bank Zachodni WBK S.A.,ING Bank Śląski S.A., Société Générale (Global Banking Coordinators)with the participation of PZU Fundusz Inwestycyjny Zamknięty AktywówNiepublicznych BIS 1, PZU Fundusz Inwestycyjny Zamknięty AktywówNiepublicznych BIS 2, BNP Paribas Fortis SA/NV, Bank Polska Kasa OpiekiS.A., The Bank of Tokyo-Mitsubishi UFJ Ltd., Bank of China (Luxembourg)S.A., Credit Agricole Corporate & Investment Bank, Credit Agricole BankPolska S.A., DNB Bank Polska S.A., DNB Bank ASA, HSBC Bank Polska S.A.,HSBC Bank plc, Bank Handlowy w Warszawie S.A., CaixaBank, S.A. (SpółkaAkcyjna) Oddział w Polsce, mBank S.A., Bank Millennium S.A., RaiffeisenBank Polska S.A., Goldman Sachs Bank USA, Erste Group Bank AG, DeutscheBank Polska S.A., and UniCredit Bank AG, London Branch, acting as theAgent and the Security Agent (the “Facilities Agreement”) and to therelated Intercreditor Agreement.

Cyfrowy Polsat gave notice of the Facilities Agreement in its CurrentReports No. 42/2015 of 21 September 2015 r. and No. 3/2016 of 29 January2016.

The Company has acceded to the Facilities Agreement as an AdditionalBorrower and Additional Guarantor and to the Intercreditor Agreement asa Debtor.

The Company has acceded to the Facilities Agreement and theIntercreditor Agreement based on the Accession Deed executed on 23 May2016. The accession became effective on 27 May 2016 when certainconditions provided for in the Facilities Agreement were satisfied bythe Company.

The Facilities Agreement provides for a Term Facility Loan up to PLN11,500,000,000.00 (eleven billion five hundred million) (the “TermFacility”) and a Revolving Facility Loan up to PLN 1,000,000,000.00 (onebillion) (the “Revolving Facility”).

The Term Facility and the Revolving Facility bear interest at a variablerate equal to WIBOR for the relevant interest period plus applicablemargin. The margin on the Term Facility and the Revolving Facilitydepends on the ratio of net consolidated debt indebtedness toconsolidated EBITDA in such a way that the lower the ratio – the lowerthe margin, with the maximum margin level applicable when the netconsolidated indebtedness to consolidated EBITDA ratio exceeds 3.50:1,and the minimum margin level applicable when that ratio is no higherthan 1.50:1 with the reservation that pursuant to the FacilitiesAgreement, the net consolidated indebtedness used to calculate thisratio excludes debt instruments for which interest are not paid in cashon a regular basis. The period of the Term Facility and the RevolvingFacility is five (5) years and the final repayment date for each ofthese facilities is 21 September 2020. The Term Facility is to be repaidin quarterly instalments of variable value and the Revolving Facility,if used, as at the end of the relevant interest period.

Pursuant to the Facilities Agreement the Company and other companiesfrom the Cyfrowy Polsat group are to establish certain collaterals forthe credit facilities granted thereunder. In particular, thesecollaterals will include registered pledges on collections of movablesand property rights of variable composition comprised in the enterpriseof the Company and selected subsidiaries of Cyfrowy Polsat, registeredand financial pledges on shares in Cyfrowy Polsat’s subsidiaries,registered and financial pledges on receivables related to bank accountskept for the Company or selected subsidiaries of Cyfrowy Polsat,ordinary and registered pledges on selected trademarks, assignments ofrights for security, mortgages, notarial submissions to enforcement andsimilar collaterals on shares or assets of Cyfrowy Polsat’ssubsidiaries, to be governed by foreign laws.

In connection with the accession of the Company to the FacilitiesAgreement and the Intercreditor Agreement, the Company has establishedsecurity over assets of a significant value as the Company has announcedin its Current Report No. 34/2016 of 23 May 2016.

When the net consolidated indebtedness to consolidated EBITDA ratiofalls to or below 1.75:1, Cyfrowy Polsat may demand that the collateralsfor the Facilities Agreement be released (save for guarantees granted onthe basis of the Facilities Agreement). However, such releasedcollateral will need to be re-established if the net consolidatedindebtedness to consolidated EBITDA ratio again rises above 1.75:1.Additionally, if certain members of the Cyfrowy Polsat Group incursecured indebtedness, a pari passu collateral will need to beestablished in favour of the Security Agent (acting for, among others,the lenders under the Facilities Agreement).

Furthermore, in accordance with the provisions of the FacilitiesAgreement, the Company and other entities from the Cyfrowy Polsat groupmay incur additional facilities. The terms of such additional facilitieswill be established individually in separate additional facilityaccession deeds and their terms will have to satisfy certain criteria,depending on the net consolidated indebtedness to consolidated EBITDAratio.

Pursuant to the Facilities Agreement, certain members of the CyfrowyPolsat group (including the Company) are to grant guarantees underEnglish law to each of the financing parties under the FacilitiesAgreement and other finance documents executed in relation thereto. Theamount of the guarantees will be equal to the amount of the facilityincreased by all fees and receivables contemplated in the FacilitiesAgreement or other finance documents executed in relation thereto. Theguarantees secure:

(i) the timely discharge of the obligations under the FacilitiesAgreement and other finance documents executed in relation thereto;

(ii) the payment of amounts due under the Facilities Agreement and otherfinance documents executed in relation thereto; and

(iii) an indemnification of the financing parties referred to aboveagainst any liabilities, costs and losses that such financing partiesmay incur in relation to unenforceability, ineffectiveness orunlawfulness of any obligation secured by these guarantees. The periodof the guarantees has not been specified. The guarantors will beremunerated at arm’s length for granting the guarantees.

The Facilities Agreement is deemed material because its value exceeds10% of [the Company group’s consolidated revenues for the last fourfinancial quarters.