Cyfrowy Polsat S.A. — M&A Activity 2020

Dec 23, 2020

Subject: Decision ofCyfrowy Polsat S.A. to announce a tender offer to place subscriptionsfor the sale of shares in Netia S.A.

The Management Board ofCyfrowy Polsat S.A. (the "Company") informs that on 23December 2020 the Company made the decision to announce a tender offerto place subscriptions for the sale of 114,173,459 shares issued byNetia S.A. ("Netia") carrying the right to 114,173,459votes at the General Meeting of Netia, representing ca. 34.02% ofNetia's share capital and ca. 34.02% of the total number of votes at theGeneral Meeting of Netia (the "Tender Offer"). On 23December 2020, the Supervisory Board of the Company also adopted aresolution consenting to the announcement of the Tender Offer by theCompany.

The Tender Offer shall beannounced on the day of publication of this current report. The Companycurrently holds 221,404,885 Netia shares carrying the right to221,404,885 votes at the General Meeting of Netia, representing ca.65.98% of the share capital of Netia and ca. 65.98% of the total numberof votes at the General Meeting of Netia. As a result of the TenderOffer the Company intends to hold 335,578,344 Netia shares carrying theright to 335,578,344 votes at the General Meeting of Netia, that is 100%of the total number of shares in Netia and votes at the General Meetingof Netia.

The Tender Offer shall beannounced pursuant to Article 74 Section 1 of the Act of 29 July 2005 onPublic Offering, Conditions Governing the Introduction of FinancialInstruments to Organized Trading, and Public Companies (consolidatedtext in Journal of Law of 2020, item 2080). The announced Tender Offershall be unconditional.

The price of Netia sharescovered by the Tender Offer has been set at PLN 4.80 (four zlotys andeighty grosze) per one Netia share.

Unless the subscriptionperiod for the sale of Netia shares in response to the Tender Offer isprolonged, the subscription period for the sale of Netia shares willcommence on 15 January 2021 and end on 26 February 2021.

The full text of the TenderOffer will be available in the Polish Press Agency service.