Cyfrowy Polsat S.A. — M&A Activity 2018

Jul 2, 2018

Subject:Execution of an amendment to theAgreement on the Joint Acquisition of Shares in a Tender Offer andPreliminary Share Purchase Agreement entered into on 5 December 2017 andthe decision to acquire 17,331,023 shares in "Netia" S.A. having itsregistered office in Warsaw from Karswell Limited having its registeredoffice in Nicosia, Cyprus on 3 July 2018.

The Management Board of Cyfrowy Polsat S.A.having its registered office in Warsaw ("Cyfrowy Polsat",the "Company") hereby gives notice that on 2 July 2018 anamendment to the Agreement on the Joint Acquisition of Shares in aTender Offer andPreliminary Share Purchase Agreement of 5 December2017 was entered into with Karswell Limited having its registered officein Nicosia, Cyprus ("Karswell") (the "Acquirers'Agreement"), which amends the Acquirers' Agreement in such way thatthe obligation of Cyfrowy Polsat to effect one-off acquisition of allthe shares in "Netia" S.A. having its registered office in Warsaw ("Netia")acquired by Karswell under the Tender Offer was replaced by theobligation of Cyfrowy Polsat to acquire said shares in subsequentinstalments (the "Amendment").

At the same time the Management Board made adecision to acquire 17,331,023 shares in Netia from Karswell for theaggregate purchase price of PLN 100,000,002.71 (i.e. PLN 5.77 for oneshare) equal to the price for which Karswell acquired said shares underthe Tender Offer (the "Transaction").

Additionally, pursuant to the Acquirers'Agreement as amended, Cyfrowy Polsat will pay Karswell the total amountof PLN 1,163,495.38 by way of remuneration composed of the following (i)the amount of PLN 787,194.00 as remuneration for a period between thedate of announcing the Tender Offer and the settlement date on whichKarswell acquired the last share under the Tender Offer; and (ii) theamount of PLN 376,301.38 as remuneration for the period between thesettlement date on which Karswell acquired the last share under theTender Offer and the date on which 17,331,023 shares acquired byKarswell under the Tender Offer are sold to the Company, i.e. 3 July2018 (the "Holding Period") in the amount corresponding tothe weighted average cost of financing of the Company's capital group byfinancial institutions with respect to the acquired shareholding,converted into a specified fraction of the price for which Karswellacquired shares under the Tender Offer for each day of the HoldingPeriod.

The Transaction will be carried out on 3July 2018 in the form of an OTC transaction.

As a result of the Transaction, the totalnumber of Netia shares held by Cyfrowy Polsat and Karswell will remainunchanged. Cyfrowy Polsat and Karswell hold jointly 221,404,885 Netiashares constituting in total 65.98% of the share capital of Netia andcarrying the right to 221,404,885 votes at the general meeting of Netia,as well as representing 65.98% of the total number of votes at Netia'sgeneral meeting; as well as following the Transaction:

(i) Cyfrowy Polsat will hold directly162,695,509 Netia shares constituting in total 48.48% of the sharecapital of Netia and carrying the right to 162,695,509 votes at thegeneral meeting of Netia, as well as representing 48.48% of the totalnumber of votes at Netia's general meeting;

(ii) Karswell will hold directly 58,709,376Netia shares constituting in total 17.49% of the share capital of Netiaand carrying the right to 58,709,376 votes at the general meeting ofNetia, as well as representing 17.49% of the total number of votes atNetia's general meeting.

Legal basis: Article 17 Section 1 of theRegulation (EU) No 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC.