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

Sep 14, 2016

Notice of intention tomerge Cyfrowy Polsat S.A. seated in Warsaw and Netshare Sp. z o.o.seated in Warsaw

The Management Board ofCyfrowy Polsat S.A. ("Cyfrowy Polsat" or the "Taking-overCompany"), in accordance with article 504 § 1 and § 2 of the PolishCommercial Companies Code (the "CCC"), informs theShareholders of Cyfrowy Polsat of the planned merger of Cyfrowy Polsatand Netshare Sp. z o.o. seated in Warsaw, address: 61A StanówZjednoczonych Ave., 04-028 Warsaw, Poland, registered in theentrepreneurs register kept by the District Court for the Capital Cityof Warsaw in Warsaw, XIII Business Division of the National CourtRegister, under the number KRS 0000277904 ("Netshare" orthe "Acquired Company"), in which Cyfrowy Polsat S.A. holds100% of share capital.

The merger will be effectedby:

(i) transferring to theTaking-over Company - as the sole shareholder of the Acquired Company -all the assets of the Acquired Company by the way of universalsuccession, and

(ii) termination of theAcquired Company without liquidation,

in accordance with article492 §1 item 1) of the CCC.

As a result of the merger,Cyfrowy Polsat - in accordance with article 494 §1 of the CCC - willassume all rights and obligations, assets and liabilities of Netshare,effective on the date of the merger.

Given that the Taking-overCompany holds all the shares of the Acquired Company, and according toarticle 515 §1 of the CCC, the merger will be effected withoutincreasing the share capital of the Taking-over Company.

The detailed terms of themerger are specified in the Merger Plan prepared on August 31, 2016 andannounced in the Court and Commercial Gazette (Monitor Sądowy iGospodarczy) no. 173/2016 (5058) position. 22534 on September 7, 2016.

The Management Board ofCyfrowy Polsat also informs, that the following documents:

1. Merger Plan,

2. Financial Statements andManagement Board's Reports on Activities of the merging companies forthe last three financial years, together with opinion of the independentauditor and report supplementing the auditor's opinion (if an opinion ora report was issued),

3. Draft resolution of theGeneral Meeting of the Taking-over Company concerning the merger,

4. Draft resolution of theShareholders Meeting of the Acquired Company concerning the merger,

5. Valuation of assets andliabilities of the Acquired Company as at August 1, 2016,

6. Statement containinginformation on the accounting condition of the Acquired Company as atAugust 1, 2016,

(the "MergerDocuments") will be available for inspection for Cyfrowy Polsatshareholders from the date of publication of this announcement, that isSeptember 14, 2016, until the date of adoption of the resolutionregarding the merger.

Pursuant to article 499 § 4of the CCC, with regard to the fact that the Taking-over Company is apublic listed company and in line with the regulations on publicoffering and conditions for introducing financial instruments toorganized trading system and on public companies, it publishes andpresents to shareholders semi-annual financial reports, no declarationhas been drafted that would include information on the book value of theTaking-over Company.

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

Cyfrowy Polsat Shareholdersmay request copies of the Merger Documents free of charge at the headoffice of Cyfrowy Polsat.

This notice is the firstnotice.