Cyfrowy Polsat S.A. — Capital/Financing Update 2022

Dec 16, 2022

Subject: Cyfrowy PolsatS.A.'s decision to issue Series D Bonds

Not for release,publication or distribution directly or indirectly, in or into theUnited States of America, Australia, Canada, Japan or United Kingdom, orin any other jurisdiction where to do so would be restricted orprohibited by law.

With reference to CurrentReport No. 31/2022 of 29 November 2022 in which Cyfrowy Polsat S.A. (the"Company") announced the establishing of a bonds program (the "BondsProgram"), actions being taken to potentially refinance its indebtednessunder Series B bearer bonds with the nominal value of PLN 1,000 each andthe aggregate nominal value of PLN 1,000,000,000, maturing on 24 April2026 (the "Series B Bonds") and Series C bearer bonds with the nominalvalue of PLN 1,000 each and the aggregate nominal value of PLN1,000,000,000, maturing on 12 February 2027 (the "Series C Bonds") andthe adoption of sustainable development objectives for Polsat PlusGroup, the Management Board of the Company hereby gives notice that on16 December 2022 it resolved, among other things, to issue no more than2,670,000 (two million six hundred seventy thousand) unsecured Series Dbearer bonds with the nominal value of PLN 1,000 (one thousand zloty)each and the aggregate nominal value of PLN 2,670,000,000 (two billionsix hundred seventy million Polish zloty), (the "Series D Bonds") underthe Bonds Program. The Series D Bonds will be issued pursuant to Article33 Section 1 of the Act of 15 January 2015 on Bonds (the "Act on Bonds")by way of "offering of securities to the public" as defined in Article2(d) of Regulation (EU) 2017/1129 of the European Parliament and of theCouncil of 14 June 2017 on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC (the "ProspectusRegulation") (the "Offer").

The Offer will be addressedonly to qualified investors within the meaning of Article 2(e) of theProspectus Regulation and will be exempted from the obligation topublish a prospectus pursuant to Article 1(4)(a) thereof. Conducting theOffer will not require publishing an information memorandum or otheroffering documents.

Basic parameters of theOffer:

- Issue price of one SeriesD Bond: PLN 1,000

- Planned issue date of theSeries D Bonds: 11 January 2023

- Planned redemption date ofthe Series D Bonds : 11 January 2030

- Early redemption of theSeries D Bonds: Possible at the request of the Company or the bondholderin accordance with the Series D Bond Indenture

- Interest Rate: Variable(reference rate plus margin)

- Reference Rate: 6M WIBOR

- Margin: 385 bps

- Commencement of interestaccrual: The Series D Bonds issue date

- Interest periods:Semi-annual

The Offer will be conductedin the period from 16 to 21 December 2022 by (i) Trigon Dom MaklerskiS.A. with its registered office in Kraków, (ii) BNP Paribas Bank PolskaS.A. with its registered office in Warsaw, (iii) Bank Polska Kasa OpiekiS.A. with its registered office in Warsaw, (iv) Santander Bank PolskaS.A. with its registered office in Warsaw and (v) Powszechna KasaOszczędności Bank Polski S.A. with its registered office in Warsaw, whowill act as the joint offerors.

The Company's ManagementBoard also resolved that the Company will purchase from the bondholdersof the Series B Bonds and Series C Bonds issued by the Company, pursuantto Art. 76(1) of the Act on Bonds, some or all of the Series B Bonds andSeries C Bonds for the purpose of their redemption, based on sale andset-off agreements to be entered into by the Company with those of theSeries B Bonds and Series C Bonds bondholders who declare theirintention to sell such bonds and have their receivables for the Series BBonds and Series C Bonds sale credited against the purchase price of theSeries D Bonds.

On 16 December 2022, theSupervisory Board of the Company resolved, among other things, toapprove the issuance of the Series D Bonds and the Company contractingfinancial indebtedness by way of issuing the Series D Bonds, and toapprove the purchase of some or all of the Series B Bonds and Series CBonds and the potential early redemption of the Series B Bonds andSeries C Bonds.

Disclaimer:

This current report wasprepared in accordance with Article 17 Section 1 of Regulation No596/2014 of the European Parliament and of the Council of 16 April 2014on market abuse (market abuse regulation) and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC.

This current report isfor information only and is published by the Company solely in order toprovide information regarding the decision to issue Series D Bonds. Thiscurrent report is by no means intended, whether directly or indirectly,to promote the Offer or the issuance of the Series D Bonds, and does notconstitute advertising material prepared or published by the Company forthe purpose of promoting the Offer or the issuance of the Series D Bondssoliciting, whether directly or indirectly, prospective investors. Noprospectus, information memorandum or other offering documents arerequired to be provided in connection with the Offer or with theissuance of Series D Bonds under the Prospectus Regulation or under theAct of 29 July 2005 on Public Offering, Conditions Governing theIntroduction of Financial Instruments to Organized Trading, and PublicCompanies.

This current report orany part hereof is not intended for distribution, whether directly orindirectly, within the territory of or in the United States of Americaor other jurisdictions where such distribution, publication or use maybe subject to restrictions or may be prohibited by law. The securitiesreferred to in this material have not been and will not be registeredunder the U.S. Securities Act of 1933, as amended, and they cannot beoffered or sold in the United States of America. The Company does notintend to register the Series D Bonds or conduct any offering of theSeries D Bonds in the United States of America. The Series D Bonds areonly offered and sold outside the United States of America in offshoretransactions in reliance on Regulation S under the U.S. Securities Act.