Cyfrowy Polsat S.A. — AGM Information 2021

Sep 29, 2021

Attachment no. 2 to the current report no. 24/2021 dated September 29, 2021 - Draft resolutions of the Extraordinary General Meeting convened for November 16, 2021

To item 2 of the agenda

Resolution No.1 of the Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated November 16, 2021 on the appointment of the Chairman of the Extraordinary General Meeting

§ 1 Appointment of the Chairman

The Extraordinary General Meeting of the Company hereby appoints Ms./Mr. [] as the Chairman of the Extraordinary General Meeting of the Company.

§ 2 Entry into force

The Resolution shall enter into force as of the moment of its adoption.

To item 4 of the agenda

Resolution No.2 of the Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated November 16, 2021 on the appointment of the Ballot Committee

§ 1 Appointment of the Ballot Committee

The Extraordinary General Meeting of the Company hereby appoints Ms./Mr. [●] to the Ballot Committee.

§ 2 Entry into force

The Resolution shall enter into force as of the moment of its adoption.

Attachment no. 2 to the current report no. 24/2021 dated September 29, 2021 - Draft resolutions of the Extraordinary General Meeting convened for November 16, 2021

Resolution No.3 of the Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated November 16, 2021 on the appointment of the Ballot Committee

§ 1

Appointment of the Ballot Committee

The Extraordinary General Meeting of the Company hereby appoints Ms./Mr. [●] to the Ballot Committee.

§ 2 Entry into force

The Resolution shall enter into force as of the moment of its adoption.

Resolution No.4 of the Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated November 16, 2021 on the appointment of the Ballot Committee

§ 1

Appointment of the Ballot Committee

The Extraordinary General Meeting of the Company hereby appoints Ms./Mr. [●] to the Ballot Committee.

§ 2 Entry into force

The Resolution shall enter into force as of the moment of its adoption.

Attachment no. 2 to the current report no. 24/2021 dated September 29, 2021 - Draft resolutions of the Extraordinary General Meeting convened for November 16, 2021

To item 5 of the agenda

Resolution No.5 of the Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated November 16, 2021 on the adoption of the agenda

The Extraordinary General Meeting of the Company hereby resolves as follows:

§ 1 Adoption of the agenda

The agenda of the Extraordinary General Meeting is hereby adopted with the following wording:

• 1. Opening of the Extraordinary General Meeting.
• 1. Appointment of the Chairman of the Extraordinary General Meeting.
• 1. Validation of the correctness of convening the Extraordinary General Meeting and its ability to adopt binding resolutions.
• 1. Appointment of the Ballot Committee.
• 1. Adoption of the agenda.
• 1. Adoption of a resolution to authorize the Management Board to acquire own shares and create a capital reserve for the purposes of the own shares buy-back program.
• 1. Closing of the Extraordinary General Meeting.

§2

Entry into force

The Resolution shall enter into force on the date of its adoption.

Reasons of the draft resolutions 1-5

The resolutions are of an organizational and formal nature and their purpose is to conduct the Extraordinary General Meeting in a correct manner.

Attachment no. 2 to the current report no. 24/2021 dated September 29, 2021 - Draft resolutions of the Extraordinary General Meeting convened for November 16, 2021

To item 6 of the agenda

Resolution no. 6 of the Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated 16 November 2021 on the authorization for the Management Board to acquire own shares and create a capital reserve for the purposes of the own shares buy-back program

§ 1

Buy-back of Own Shares

Pursuant to Article 393 item 6 in conjunction with Article 362 § 1 item 8 in conjunction with Article 362 § 2 of the Commercial Companies Code the Extraordinary General Meeting of the company Cyfrowy Polsat Spółka Akcyjna seated in Warsaw (the "Company") authorizes the Management Board of the Company to acquire the fully covered shares of the Company (the "Own Shares") on the terms set out in this resolution (the "Own Shares Buy-Back Program").

§ 2

The terms of the Own Shares Buy-Back Program

The acquisition of the Own Shares under the Own Shares Buy-Back Program shall take place on the terms specified below:

• 1. The Company may acquire up to 83,250,000 (say: eighty three million two hundred fifty thousand) fully covered Own Shares, i.e., the Own Shares with a total nominal value not exceeding 20% of the share capital of the Company, including the nominal value of the remaining shares of the Company which are held by the Company;
• 1. the Company may acquire the Own Shares in any form, including their direct acquisition by the Company, the acquisition through the intermediary of an investment firm, the acquisition of the Own Shares under the tender offer to subscribe for the sale of shares or by any other manner stipulated in law provisions;
• 1. the purchase price of the Own Shares may not be lower than PLN 0.04 (say: four groszy) per one Own Share and may not be higher than PLN 35.00 (say: thirty five złotys) per one Own Share;
• 1. the total maximum price for purchasing all Own Shares increased by the cost of their acquisition shall not exceed PLN 2,930,000,000.00 (say: two billion nine hundred thirty million złotys), i.e., shall not be higher than the amount of the capital reserve created for this purpose from the amount which may be designated for distribution in accordance with Article 348 § 1 of the Commercial Companies Code;
• 1. the authorization for the Management Board to acquire the Own Shares shall be valid for a period of five years starting from the date of the adoption of the resolution, however not longer than until the funds allocated for the acquisition of the Own Shares are exhausted (the "Authorization Period");
• 1. the Own Shares acquired by the Company under the Own Shares Buy-Back Program may be redeemed by the Company under a separate procedure or disposed of by the Management

Board of the Company in another manner, taking into account the needs arising from the operations conducted by the Company;

1. the acquisition of the Own Shares pursuant to this resolution does not exclude the acquisition of the Company's own shares by the Company in cases where law provisions allow so.

§ 3

Creation of the capital reserve from the dividend fund

In order to enable the acquisition of the Own Shares under the Own Shares Buy-Back Program, the Extraordinary General Meeting resolves, pursuant to Article 362 § 2 item 3 in conjunction with Article 348 § 1 of the Commercial Companies Code, to create a capital reserve for the purposes of the Own Shares Buy-Back Program, dedicated to finance the acquisition of the Own Shares by the Company under the Own Shares Buy-Back Program. For the purpose of capital injection to the capital reserve mentioned in the previous sentence, an amount of PLN 2,930,000,000.00 (say: two billion nine hundred thirty million złotys) is being transferred from the Company's supplementary capital (from its funds which were created from the profits earned and which can be allocated to the dividend payout) to the capital reserve created for the purposes of the execution of the Own Shares Buy-Back Program. Thereby, the Company's supplementary capital is being decreased accordingly by the amount of the capital reserve. The Extraordinary General Meeting hereby resolves that after the lapse of the Authorization Period the funds accumulated within the capital reserve, created by virtue of this resolution, which were not used for the acquisition of the Own Shares under the Own Shares Buy-Back Program will be transferred to the Company's supplementary capital.

§ 4

The authorization for the Management Board of the Company

The Extraordinary Shareholders Meeting authorizes the Management Board of the Company to take all factual and legal actions aimed at the execution of the Own Shares Buy-Back Program and the acquisition of the Own Shares in accordance with the provisions of this resolution, including in particular the determination of detailed rules for the acquisition of the Own Shares to the extent not specified in this resolution.

§ 5

Coming into force

The resolution comes into force upon adoption.

The reason of the draft resolution 6

The resolution presented for adoption results from the decision of the Management Board of the Company dated 27 September 2021 on taking actions aimed at effecting a program of acquisition of the Company's own shares and the tender offer to subscribe for the sale of shares of the Company announced on 28 September 2021. The adoption of a resolution by the General Meeting of the Company on authorizing the Management Board to acquire the own shares and creating a relevant amount of the capital reserve for the purposes of the own shares buy-back program is a condition precedent to effect the tender offer.