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

May 14, 2018

Subject:Satisfaction ofcertain conditions provided for in the tender offer to subscribe for thesale of shares in Netia S.A. and making a decision by entities acquiringshares under the Tender Offer to acquire such shares

The Management Board ofCyfrowy Polsat S.A. ("Cyfrowy Polsat") hereby gives noticein connection with the tender offer to place subscriptions for the saleof shares in Netia S.A. (the "Company", the "TenderOffer") announced by Cyfrowy Polsat on 5 December 2017 pursuant toArticle 73 Section 1 of the Act on Public Offering, Conditions Governingthe Introduction of Financial Instruments to Organized Trading, andPublic Companies of 29 July 2005 (consolidated text in Dz.U. of 2018item 512, as amended) and pursuant to the Ordinance of the Minister ofDevelopment and Finance of 14 September 2017 on the forms of tenderoffers to subscribe for the sale or exchange of shares in a publiccompany, the detailed procedures of the announcement thereof, and theconditions for acquiring shares pursuant to such tender offers (Dz.U. of2017 item 1748) that by the end of the subscription period of the TenderOffer, i.e. by 14 May 2018, out of all the conditions set forth in theTender Offer:

• the legal condition setforth in Section 29 of the Tender Offer has been satisfied, i.e. CyfrowyPolsat received the decision of the President of the Office ofCompetition and Customer Protection (UOKiK) granting its unconditionalconsent to the concentration of undertakings consisting in the takeoverof control over the Company by Cyfrowy Polsat; Cyfrowy Polsat gavenotice thereof on 11 May 2018;

• the condition set forth inSection 30 Subsection (a) of the Tender Offer has been satisfied, i.e.the general meeting of the Company adopted a resolution on the decreasein the Company's share capital by way of redemption of all treasuryshares held by the Company, that is 13,102,314 (thirteen million onehundred and two thousand three hundred and fourteen) Company sharesrepresenting 3.76% of the Company's share capital; Cyfrowy Polsat gavenotice thereof on 31 January 2018;

• the condition set forth inSection 30 Subsection (b) of the Tender Offer has not been satisfied,i.e. the Company's supervisory board did not adopt a resolution onadopting a consolidated version of the Company's articles of associationconcerning the change of the Company's share capital ensuing from thedecrease in the Company's share capital registered by the competentregistry court;

• the condition set forth inSection 30 Subsection (c) of the Tender Offer has been satisfied, i.e.by the end of the subscription period of the Tender Offer no annualgeneral meeting of the Company has been held, therefore no resolution onthe distribution of profit for the financial year 2017 has been adopted.

Entities acquiring sharesunder the Tender Offer, i.e. Cyfrowy Polsat and Karswell Limited, made adecision to acquire the Shares under the Tender Offer although theaforementioned condition provided for in the Tender Offer has not beensatisfied.

Cyfrowy Polsat gave noticeof the announcement of the Tender Offer in its current report No.26/2017 of 5 December 2017.

The full text of theannouncement was published in the relevant Polish Press Agency service.