Cyfrowy Polsat S.A. — M&A Activity 2017

Dec 21, 2017

Subject:Notice of intention to conduct across-border merger by acquisition between Cyfrowy Polsat S.A. with itsregistered office in Warsaw and Eileme 1 AB (publ) with its registeredoffice in Stockholm - second notice

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 Eileme 1 AB (publ), a public limited company(original name:.publikt aktiebolag) established under the lawsof Sweden, with its registered office in Stockholm, address: Stureplan4C, 4 tr, 114 35 Stockholm, Sweden, recorded in the Swedish CompaniesRegister under Reg. No. 556854-5668 (the "Ceasing Company"),in which Cyfrowy Polsat holds directly 100% of the share capital.

The merger of the Merging Companies will beeffected via

(i) transferring to the Acquiring Company,as the direct holder of 100% share of the Ceasing Company share capital,all of the assets and liabilities of the Ceasing Company by way ofuniversal succession, and

(ii) dissolving the Ceasing Company withoutgoing into liquidation

in accordance with article 492 §1 item 1) ofthe CCC, in conjunction with article 516[15] of the CCC and article516[1] of the CCC.

As a result of the merger, Cyfrowy Polsat -in accordance with article 494 §1 of the CCC - will assume all rightsand obligations of the Ceasing Company, effective on the date of themerger.

Given that the Acquiring Company (as parentcompany) holds directly all the shares of the Ceasing Company, accordingto article 515 §1 of the CCC, the merger will be effected withoutincreasing the share capital 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 6, 2017 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 (as parent company) holds directly all the shares in the CeasingCompany, in accordance with art. 516[15] §1 of the CCC in conjunctionwith art 516[6] of the CCC, the Common Draft Terms of a Cross-BorderMerger by Acquisition are not subject to review by an independentauditor.

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 the opinion of an independentauditor and report supplementing the auditor's opinion (if an opinion ora report had been issued),

3. Report of the Management Board justifyingthe merger,

(the "Merger Documents") areavailable for inspection to Cyfrowy Polsat shareholders and employeesfrom the date of publication of the first notice regarding the merger,that is December 6, 2017, until the date of adoption of a resolutionregarding the merger.

The Merger Documents are available in thehead office of Cyfrowy Polsat, at 4A Łubinowa Street in Warsaw, buildingB1, from Monday to Friday from 9.00 a.m. to 4.00 p.m.

Cyfrowy Polsat shareholdersand employees may request copies of the Merger Documents free of chargeat the head office of Cyfrowy Polsat.

This notice is the secondnotice.