Cyfrowy Polsat S.A. — M&A Activity 2016

Dec 19, 2016

Subject:Notice of intention to conduct across-border merger by acquisition between Cyfrowy Polsat S.A. seated inWarsaw and Metelem Holding Company Limited seated in Cyprus

The Management Board of Cyfrowy Polsat S.A.("Cyfrowy Polsat" or the "Acquiring Company"),in accordance with article 504 § 1 and § 2 of the Polish CommercialCompanies Code (the "CCC"), informs the Shareholders ofCyfrowy Polsat of the planned cross-border merger by acquisition ofCyfrowy Polsat and Metelem Holding Company Limited seated in Limassol,Cyprus, address: 3, Chrysanthou Mylona Street, flat/office 102, postcode 3030, Limassol, Republic of Cyprus, registered with the Departmentof the Registrar of Companies and Official Receiver in accordance withsection 15(1) of the Cypriot Companies Law under number ΗΕ 286591 ("Metelem"or the "Ceasing Company"), in which Cyfrowy Polsat holds100% of the share capital.

The merger will be effected by:

(i) transferring to the Acquiring Company -as the sole shareholder of the Acquired Company - all the assets of theCeasing Company by the way of universal succession, and

(ii) dissolving of the Ceasing Companywithout going into liquidation,

in accordance with article 492 §1 item 1) ofthe CCC, in conjunction with art. 516(15) of the CCC and art. 516(1) ofthe CCC.

As a result of the merger, Cyfrowy Polsat -in accordance with article 494 §1 of the CCC - will assume all rightsand obligations, assets and liabilities of Metelem, effective on thedate of the merger.

Given that the Acquiring Company holds allthe shares of the Ceasing Company, and according to article 515 §1 ofthe CCC, the merger will be effected without increasing the sharecapital of the Acquiring Company.

The detailed terms of the merger arespecified in the Common Draft Terms of a Cross-Border Merger byAcquisition approved on December 19, 2016 and made publicly available,free of charge, on the website of the Acquiring Company athttp://www.grupapolsat.pl/en/investor-relations, in accordance witharticle 516(4) §1 of the CCC.

With regard to the fact that the AcquiringCompany holds all the shares in the Ceasing Company, in accordance withart. 516(15) of the CCC in conjunction with art 516(6) of the CCC, theMerger Plan is not subject to review by an auditor.

Concurrently, the Management Board ofCyfrowy Polsat informs that the following documents:

1. Common Draft Terms of a Cross-BorderMerger by Acquisition,

2. Financial statements and ManagementBoard's reports on the activities of the merging companies for the lastthree financial years, together with opinion of the independent auditorand report supplementing the auditor's opinion (if an opinion or areport was issued),

3. Report of the Management Board justifyingthe merger,

(the "Merger Documents") willbe available for inspection for Cyfrowy Polsat Shareholders andemployees from the date of publication of this announcement, that isDecember 19, 2016, until the date of adoption of the resolutionregarding the merger.

The Merger Documents will be available inthe head office of Cyfrowy Polsat, at 4A Łubinowa Street in Warsaw,building B1, from Monday to Friday from 9.00 a.m. to 4.00 p.m.

Cyfrowy Polsat Shareholders and employeesmay request copies of the Merger Documents free of charge at the headoffice of Cyfrowy Polsat.

This notice is the first notice.