Cyfrowy Polsat S.A. — AGM Information 2021

Jun 2, 2021

To item 2 of the agenda:

Resolution No.1 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of the Chairman of the Annual General Meeting

§ 1 Appointment of the Chairman

The Annual General Meeting of the Company hereby appoints Ms./Mr. [] as the Chairman of the Annual 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 Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of the Ballot Committee

§ 1 Appointment of the Ballot Committee

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

§ 2 Entry into force

Cyfrowy Polsat S.A. – Annex no. 2 to the current report no. 10/2021 dated May 28, 2021

Draft resolutions of the Annual General Meeting of Cyfrowy Polsat S.A. convened for June 24, 2021

Resolution No.3 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of the Ballot Committee

§ 1 Appointment of the Ballot Committee

The Annual 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 Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of the Ballot Committee

§ 1 Appointment of the Ballot Committee

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

§ 2 Entry into force

To item 5 of the agenda:

Resolution No.5 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the adoption of the agenda

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

§ 1 Adoption of the agenda

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

• 1. Opening of the Annual General Meeting.
• 1. Appointment of the Chairman of the Annual General Meeting.
• 1. Validation of the correctness of convening the Annual General Meeting and its ability to adopt binding resolutions.
• 1. Appointment of the Ballot Committee.
• 1. Adoption of the agenda.
• 1. Management Board's presentation of:
  2. a) the Management Board's Report on the Company's activities in the financial year 2020 and the Company's financial statements for the financial year 2020,
  3. b) the Management Board's Report on the activities of the capital group of the Company in the financial year 2020 and the consolidated financial statements of the capital group of the Company for the financial year 2020.
• 1. The Supervisory Board's presentation of:
  2. a) its statement concerning the evaluation of the Management Board's Report on the Company's activities in the financial year 2020, the Management Board's Report on the activities of the Company's capital group in the financial year 2020, the Company's financial statements for the financial year 2020 and the financial statements of the Company's capital group for the financial year 2020, as well as the Management Board's motion regarding the distribution of the Company's profit generated in the financial year 2020,
  3. b) its report concerning the remuneration of the Management Board and Supervisory Boards Members for years 2019 and 2020.
• 1. The Supervisory Board's presentation of the evaluation of the Company's standing and the Management Board's activities.
• 1. Consideration and adoption of a resolution approving the Management Board's Report on the Company's activities in the financial year 2020.
• 1. Consideration and adoption of a resolution approving the Company's annual financial statements for the financial year 2020.
• 1. Consideration and adoption of a resolution approving the Management Board's Report on activities of the capital group of the Company in the financial year 2020.
• 1. Consideration and adoption of a resolution approving the consolidated annual financial statements of the capital group of the Company for the financial year 2020.
• 1. Consideration and adoption of a resolution approving the Supervisory Board's Report for the financial year 2020.
• 1. Consideration and adoption of a resolution concerning the evaluation of the report on the remuneration of the Management Board and Supervisory Board Members for years 2019 and 2020.
• 1. Adoption of resolutions granting a vote of approval to the members of the Management Board for the performance of their duties in the year 2020.
• 1. Adoption of resolutions granting a vote of approval to the members of the Supervisory Board for the performance of their duties in the year 2020.
• 1. Adoption of a resolution on the distribution of the Company's profit for the financial year 2020 and the allocation of a part of profits earned in previous years for a dividend payout.
• 1. Adoption of resolutions on the determination of a number of members of the Supervisory Board and the appointment of members of the Supervisory Board for the next term of office.
• 1. Closing of the Annual General Meeting.

§2 Entry into force

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

Justification of draft resolutions no. 1 – 5

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

To item 9 of the agenda:

Resolution No.6 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 approving the Management Board's Report on the Company's activities in the financial year 2020

§1

Approval of the Management Board's Report on the Company's activities in the financial year 2020

Pursuant to article 395 § 2 item 1 of the Commercial Companies Code and article 24 item 2 (a) of the Company's Articles of Association, after consideration of the Management Board's Report on Company's activities in the financial year 2020 presented by the Company's Management Board, the Annual General Meeting hereby approves the aforesaid Report.

§2 Entry into force

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

Justification of draft resolution no. 6

Pursuant to article 395 § 2 item 1 of the Commercial Companies Code the agenda of the annual general meeting shall include, among others, the consideration and approval of the management board's report on the operations of the company in the previous financial year, which requires a resolution of the annual general meeting in connection with article 393 item 1 of the Commercial Companies Code.

To item 10 of the agenda:

Resolution No.7 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 approving the Company's annual financial statements for the financial year 2020

§1

Approval of the Company's annual financial statements for the financial year 2020

Pursuant to article 395 § 2 item 1 of the Commercial Companies Code and article 23 item 2(a) of the Company's Articles of Association, after consideration of the financial statements for the financial year ended December 31, 2020, the Annual General Meeting hereby approves the financial statements for the financial year ended December 31, 2020, including:

• a) the standalone income statement showing a net profit of PLN 405.0 million;
• b) the standalone statement of comprehensive income showing a total comprehensive income of PLN 396.7 million;
• c) the standalone balance sheet showing total assets and total equity and liabilities of PLN 15,575.9 million;
• d) the standalone cash flow statement showing a net increase in cash and cash equivalents amounting to PLN 693.3 million;
• e) the standalone statement of changes in equity showing a decrease in equity of PLN 242.8 million;
• f) notes to the financial statements.

§2 Entry into force

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

Justification of draft resolution no. 7

Pursuant to article 395 § 2 item 1 of the Commercial Companies Code the agenda of the annual general meeting shall include, among others, the consideration and approval of the financial statements for the previous financial year, which requires a resolution of the annual general meeting in connection with article 393 item 1 of the Commercial Companies Code.

To item 11 of the agenda:

Resolution No.8 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 approving the Management Board's Report on the activities of the capital group of the Company in the financial year 2020

§1 Approval of the Management Board's Report on the activities of the capital group of the Company in the financial year 2020

Pursuant to article 395 § 5 of the Commercial Companies Code and article 23 item 2(a) of the Company's Articles of Association, after consideration of the Management Board's Report on the activities of the capital group of the Company in the financial year 2020, the Annual General Meeting hereby approves the aforesaid Report.

§2 Entry into force

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

Justification of draft resolution no. 8

Pursuant to article 395 § 5 of the Commercial Companies Code the agenda of the annual general meeting may also include the consideration and approval the financial statements of the capital group in the meaning of the accounting law, and matters other than those listed in § 2 of the above mentioned article.

To item 12 of the agenda:

Resolution No.9 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 approving the consolidated annual financial statements of the capital group of the Company for the financial year 2020

§1

Approval of the consolidated annual financial statements of the capital group of the Company for the financial year 2020

Pursuant to article 395 § 5 of the Commercial Companies Code and article 23 item 2 a) of the Company's Articles of Association, after consideration of the consolidated financial statements of the capital group of the Company for the financial year ended December 31, 2020 the Annual General Meeting hereby approves the consolidated financial statements of the capital group of the Company for the financial year ended December 31, 2020, including:

• a) the consolidated income statement showing a net profit of PLN 1,146.2 million;
• b) the consolidated statement of comprehensive income showing a total comprehensive income of PLN 1,158.8 million;
• c) the consolidated balance sheet showing total assets and total equity and liabilities of PLN 33,115.0 million;
• d) the consolidated cash flow statement showing a net increase in cash and cash equivalents amounting to PLN 609.4 million;
• e) the consolidated statement of changes in equity showing a decrease in equity of PLN 38.3 million;
• f) notes to the consolidated financial statements.

§2 Entry into force

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

Justification of draft resolution no. 9

Pursuant to article 395 § 5 of the Commercial Companies Code the agenda of the annual general meeting may also include the consideration and approval of the financial statements of the capital group in the meaning of the accounting law, and matters other than those listed in § 2 of the above mentioned article.

To item 13 of the agenda:

Resolution No.10 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 approving the Supervisory Board's Report for the financial year 2020

§1 Approval of the Supervisory Board's Report for the financial year 2020

Pursuant to article 395 § 5 of the Commercial Companies Code and article 23 item 2(a) of the Company's Articles of Association, the Annual General Meeting approves the report of the Supervisory Board on its activities in the financial year 2020.

§2 Entry into force

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

Justification of draft resolution no.10

Pursuant to article 395 § 5 of the Commercial Companies Code the agenda of the annual general meeting may also include the consideration and approval the financial statements of the capital group in the meaning of the accounting law, and matters other than those listed in § 2 of the above mentioned article. According to the provisions of article 23 item 2(a) of the Company's Articles of Association, the approval of the Supervisory Board's Report lies in the competence of the Annual General Meeting and requires the adoption of an appropriate resolution. Pursuant to principle II.Z.10 of the Code of Best Practices of WSE Listed Companies 2016, once a year the Supervisory Board prepares and presents to the Annual General Meeting the information included in the Supervisory Board's Report for the financial year 2020.

To item 14 of the agenda:

Resolution No.11 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 evaluating the report on the remuneration of the Management Board and Supervisory Board Members for years 2019 and 2020

§1 Evaluating the report on the remuneration of the Management Board and Supervisory Board Members for years 2019 and 2020

Pursuant to article 395 § 2¹ of the Commercial Companies Code the Annual General Meeting of the Company hereby positively evaluates the report of the Supervisory Board on the remuneration of the Management Board and Supervisory Board Members for years 2019 and 2020.

§2 Entry into force

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

Justification of draft resolution no.11

Pursuant to article 395 § 2¹ of the Commercial Companies Code the agenda of the annual general meeting of companies referred to in article 90c item 1 of the Act of July 29, 2005 on public offering, conditions governing the introduction of financial instruments to organized trading and public companies (consolidated text of Journal of Laws 2020, item 2080, as amended) shall also include the adoption of a resolution referred to in article 90g item 6 of the aforesaid act, i.e., the resolution evaluating a report on remuneration.

To item 15 of the agenda:

Resolution No.12 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Mirosław Błaszczyk

§1 Granting a vote of approval to Mr. Mirosław Błaszczyk

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Mirosław Błaszczyk, President of the Management Board of the Company, of his duties in 2020.

§2 Entry into force

Resolution No.13 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Maciej Stec

§1

Granting a vote of approval to Mr. Maciej Stec

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Maciej Stec, Vice President of the Management Board of the Company, of his duties in 2020.

§2 Entry into force

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

Resolution No.14 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Jacek Felczykowski

§1 Granting a vote of approval to Mr. Jacek Felczykowski

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Jacek Felczykowski, Member of the Management Board of the Company, of his duties in 2020.

§2 Entry into force

Resolution No.15 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Ms. Aneta Jaskólska

§1 Granting a vote of approval to Ms. Aneta Jaskólska

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 24(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Ms. Aneta Jaskólska, Member of the Management Board of the Company, of her duties in 2020.

§2 Entry into force

Resolution No.16 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Ms. Agnieszka Odorowicz

§1

Granting a vote of approval to Ms. Agnieszka Odorowicz

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Ms. Agnieszka Odorowicz, Member of the Management Board of the Company, of her duties in 2020.

§2 Entry into force

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

Resolution No.17 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Ms. Katarzyna Ostap-Tomann

§1 Granting a vote of approval to Ms. Katarzyna Ostap-Tomann

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Ms. Katarzyna Ostap-Tomann, Member of the Management Board of the Company, of her duties in 2020.

§2 Entry into force

To item 16 of the agenda:

Resolution No.18 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Marek Kapuściński

§1

Granting a vote of approval to Mr. Marek Kapuściński

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Marek Kapuściński, Chairman of the Supervisory Board of the Company, of his duties in 2020.

§2 Entry into force

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

Resolution No.19 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Tomasz Szeląg

§1

Granting a vote of approval to Mr. Tomasz Szeląg

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Tomasz Szeląg, Member of the Supervisory Board of the Company, of his duties in 2020.

§2 Entry into force

Resolution No.20 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Józef Birka

§1

Granting a vote of approval to Mr. Józef Birka

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Józef Birka, Member of the Supervisory Board of the Company, of his duties in 2020.

§2 Entry into force

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

Resolution No.21 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Robert Gwiazdowski

§1 Granting a vote of approval to Mr. Robert Gwiazdowski

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Robert Gwiazdowski, Member of the Supervisory Board of the Company, of his duties in 2020.

§2 Entry into force

Resolution No.22 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Marek Grzybowski

§1 Granting a vote of approval to Mr. Marek Grzybowski

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Marek Grzybowski, serving from July 23, 2020 to December 31, 2020 as Member of the Supervisory Board of the Company, of his duties in 2020.

§2 Entry into force

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

Resolution No.23 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Aleksander Myszka

§1 Granting a vote of approval to Mr. Aleksander Myszka

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Aleksander Myszka, Member of the Supervisory Board of the Company, of his duties in 2020.

§2 Entry into force

Resolution No.24 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Leszek Reksa

§1

Granting a vote of approval to Mr. Leszek Reksa

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Leszek Reksa, Member of the Supervisory Board of the Company, of his duties in 2020.

§2 Entry into force

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

Resolution No.25 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Paweł Ziółkowski

§1 Granting a vote of approval to Mr. Paweł Ziółkowski

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Paweł Ziółkowski, serving from July 23, 2020 to December 31, 2020 as Member of the Supervisory Board of the Company, of his duties in 2020.

§2 Entry into force

Resolution No.26 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 granting a vote of approval to Mr. Piotr Żak

§1

Granting a vote of approval to Mr. Piotr Żak

Pursuant to article 395 § 2 item 3) of the Commercial Companies Code and article 23 item 2(c) of the Company's Articles of Association, the Annual General Meeting of the Company hereby grants approval of performance by Mr. Piotr Żak, Member of the Supervisory Board of the Company in the period from June 28, 2020 to December 31, 2020, of his duties in 2020.

§2 Entry into force

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

Justification of draft resolutions no.12 – 26

Pursuant to article 393 item 1) of the Commercial Companies Code granting of approval of the performance by the members of the company governing bodies of their duties requires a resolution of the general meeting. Pursuant to article 395 § 2 item 3) of the Commercial Companies Code the agenda of the annual general meeting should include granting of approval of the performance by the members of the company governing bodies of their duties.

To item 17 of the agenda:

Resolution No.27 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the distribution of the Company's profit for the financial year 2020 and the allocation of a part of profits earned in previous years for a dividend payout

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

§ 1

Allocation of the Company's profit for the financial year 2020 and a part of profits earned in previous years for a dividend payout

• 1. Pursuant to article 395 § 2 item 2, in connection with article 348 § 1, of the Commercial Companies Code and pursuant to article 23 item 2(b) of the Company's Articles of Association, as well as taking into account the economic standing of the Company, the entire net profit earned by the Company in the financial year 2020, in the amount of PLN 404,982,013.92 (say: four hundred four million nine hundred eighty two thousand thirteen zlotys and ninety two grosze), is being allocated for a dividend payout. Furthermore, the amount of PLN 362,473,205.28 (say: three hundred sixty two million four hundred seventy three thousand two hundred five zlotys and twenty eight grosze) from the reserve capital, created from profits earned in previous years, is also being allocated for a dividend payout. The total amount of the dividend amounts to PLN 767,455,219.20 (say: seven hundred sixty seven million four hundred fifty five thousand two hundred nineteen zlotys and twenty grosze), i.e., PLN 1.20 (say: one zloty and twenty grosze) per share.
• 1. Pursuant to article 348 § 4 of the Commercial Companies Code and article 30 item 1 of the Company's Articles of Association, the dividend day is scheduled for September 15, 2021, and the dividend payout shall be made in two tranches as follows:
  2. the first tranche in the amount of PLN 255,818,406.40 (say: two hundred fifty five million eight hundred eighteen thousand four hundred six zlotys and forty grosze), i.e., PLN 0.40 (say: forty grosze) per share – on September 28, 2021, and
  3. the second tranche in the amount of PLN 511,636,812.80 (say: five hundred eleven million six hundred thirty six thousand eight hundred twelve zlotys and eighty grosze), i.e., PLN 0.80 (say: eighty grosze) per share – on December 10, 2021.

Justification of draft resolution no. 27

In the opinion of the Management Board of the Company, the proposed profit distribution is consistent with the dividend policy of Cyfrowy Polsat S.A. capital group (the "Group") adopted on March 15, 2019 (the "Dividend Policy")(see the Company's current report No. 7/2019 dated March 15, 2019.

The Management Board of the Company underscores that while preparing the proposal for the distribution of profit for the financial year ended December 31, 2020 and the suggested schedule of dividend payment it had taken into consideration the Group's net profit, financial standing and liquidity, existing and future liabilities, the assessment of the Group's prospects in specific market and macroeconomic conditions, in particular accounting for the potential necessity of spending funds on the Group's development, in particular through acquisitions (including in particular the planned cash settlement of

the acquisition of a 10% stake in eobuwie.pl, the planned increase in capital engagement in Netia S.A. and the potential participation in the planned process of sale of the 3.4-3.8 GHz band) and embarking on new projects, potential cash inflows expected in the case of closing of the transaction of the sale of part of the Group's mobile infrastructure, as well as one-off factors and applicable provisions of law.

In the Management Board's opinion the proposed dividend payout for the financial year 2020 shall not interrupt the development concept of the Group, enabling at the same time its further deleveraging.

To item 18 of the agenda:

Resolution No.28 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on determining the number of members of the Supervisory Board

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

§ 1 Determination of a number of members of the Supervisory Board

Acting pursuant to art. 385 § 1 of the Polish Commercial Companies Code and Article 19 item 3 of the Company's Articles of Association, due to the elapse of the current term of office of members of the Supervisory Board, the Annual General Meeting of the Company herewith resolves that the Supervisory Board of the new joint term of office shall consist of ……. members.

§ 2 Entry into force

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

Resolution No.29 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of a member of the Supervisory Board

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

§ 1 Election of a member of the Supervisory Board

Acting pursuant to art. 385 § 1 of the Polish Commercial Companies Code and Article 19 item 2 of the Company's Articles of Association, the Annual General Meeting of the Company herewith resolves to appoint Ms./Mr. …………… as member of the Supervisory Board of the new term of office.

§ 2 Entry into force

Resolution No.30 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of a member of the Supervisory Board

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

§ 1 Election of a member of the Supervisory Board

Acting pursuant to art. 385 § 1 of the Polish Commercial Companies Code and Article 19 item 2 of the Company's Articles of Association, the Annual General Meeting of the Company herewith resolves to appoint Ms./Mr. …………… as member of the Supervisory Board of the new term of office.

§ 2 Entry into force

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

Resolution No.31 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of a member of the Supervisory Board

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

§ 1 Election of a member of the Supervisory Board

Acting pursuant to art. 385 § 1 of the Polish Commercial Companies Code and Article 19 item 2 of the Company's Articles of Association, the Annual General Meeting of the Company herewith resolves to appoint Ms./Mr. …………… as member of the Supervisory Board of the new term of office.

§ 2 Entry into force

Resolution No.32 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of a member of the Supervisory Board

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

§ 1 Election of a member of the Supervisory Board

Acting pursuant to art. 385 § 1 of the Polish Commercial Companies Code and Article 19 item 2 of the Company's Articles of Association, the Annual General Meeting of the Company herewith resolves to appoint Ms./Mr. …………… as member of the Supervisory Board of the new term of office.

§ 2 Entry into force

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

Resolution No.33 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of a member of the Supervisory Board

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

§ 1 Election of a member of the Supervisory Board

Acting pursuant to art. 385 § 1 of the Polish Commercial Companies Code and Article 19 item 2 of the Company's Articles of Association, the Annual General Meeting of the Company herewith resolves to appoint Ms./Mr. …………… as member of the Supervisory Board of the new term of office.

§ 2 Entry into force

Resolution No.34 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of a member of the Supervisory Board

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

§ 1 Election of a member of the Supervisory Board

Acting pursuant to art. 385 § 1 of the Polish Commercial Companies Code and Article 19 item 2 of the Company's Articles of Association, the Annual General Meeting of the Company herewith resolves to appoint Ms./Mr. …………… as member of the Supervisory Board of the new term of office.

§ 2 Entry into force

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

Resolution No.35 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of a member of the Supervisory Board

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

§ 1 Election of a member of the Supervisory Board

Acting pursuant to art. 385 § 1 of the Polish Commercial Companies Code and Article 19 item 2 of the Company's Articles of Association, the Annual General Meeting of the Company herewith resolves to appoint Ms./Mr. …………… as member of the Supervisory Board of the new term of office.

§ 2 Entry into force

Resolution No.36 of the Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna ("Company") seated in Warsaw dated June 24, 2021 on the appointment of a member of the Supervisory Board

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

§ 1 Election of a member of the Supervisory Board

Acting pursuant to art. 385 § 1 of the Polish Commercial Companies Code and Article 19 item 2 of the Company's Articles of Association, the Annual General Meeting of the Company herewith resolves to appoint Ms./Mr. …………… as member of the Supervisory Board of the new term of office.

§ 2 Entry into force

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

Justification of draft resolutions no. 28-36

In connection with the elapse of the current term of office of the Supervisory Board, when convening the Annual General Meeting the Management Board included in its agenda the adoption of resolutions on determining the number of members of the Supervisory Board and appointing members of the Supervisory Board for the next term of office with the reservation that, in accordance with article 19 item 2 of the Company's Articles of Association, the Chairperson of the Supervisory Board shall be appointed and dismissed by TiVi Foundation with its registered office in Vaduz, Liechtenstein as a personal right vested in that shareholder.