Cyfrowy Polsat S.A. — M&A Activity 2021

Sep 27, 2021

Subject: Cyfrowy PolsatS.A. signs an agreement with its parent entities concerning jointacquisition of shares in a tender offer and the decision to announce thetender offer

Further to current reportno. 21/2021 published on 27 September 2021 concerning a delayeddisclosure of inside information regarding Cyfrowy Polsat S.A. (the "Company")initiating a review of options to launch and conduct an own sharesbuy-back program involving, inter alia, a tender offer for the sale ofthe shares in the Company, the Company's Management Board herebyannounces that on 27 September 2021 the Management Board resolved totake actions intended to implement the own shares buy-back program (the "Resolution").In the Resolution the Management Board decided to:

? conclude an agreement onacting in concert, as referred to in Article 87 Section 1 item 5) of theAct of 29 July 2005 on Public Offer and the Conditions of IntroducingFinancial Instruments into an Organized Trading System and PublicCompanies (Dziennik Ustaw 2020.2080) (the "Public Offering Act")with its direct parent company Reddev Investments Limited ("Reddev")and with Zygmunt Solorz, the Company's indirect parent entity. Theagreement concerns a joint acquisition of the shares in the Company in atender offer (the "Agreement");

? announce, jointly withReddev and Zygmunt Solorz, a tender offer for the sale of shares in theCompany in a number ensuring that the Company, together with its parententity and its subsidiaries, would hold up to 100% of the total numberof votes at its general meeting (the "Tender Offer"). TheTender Offer is to be announced pursuant to Article 74 Section 1 of thePublic Offering Act; and

? establish a statutorycollateral to the Tender Offer in an amount not exceeding PLN2,910,000,000.00 (two billion nine hundred and ten million zlotys) andfor that purpose execute an agreement with a bank concerning a bankguarantee (the "Collateral") to be granted to the Companyand the Company's right to draw a non-renewable working capital loan inan amount corresponding to the Collateral, to be used exclusively forfinancing the payment of the purchase price for the shares under theTender Offer.

The Supervisory Board of theCompany has approved the announcement of the Tender Offer, procurementof the Collateral and execution of the Agreement by the Company. Also,on 27 September 2021 the Company, acting pursuant to and in order toimplement the Resolution, executed the Agreement with Reddev and ZygmuntSolorz.

According to the Agreement,Reddev and the Company will be the entities acquiring the shares underthe Tender Offer. The Company intends to acquire in the Tender Offer nomore than 82,904,517 (eighty two million nine hundred and four thousandfive hundred and seventeen) own shares, and the parties to the Agreementset the Tender Offer price to PLN 35.00 (thirty five zlotys) per share.

Due to restrictionsapplicable to the Company under the Commercial Companies Code, Reddevwill act as another entity acquiring the shares in the Company in theTender Offer. Reddev has no intention to acquire any Shares in theTender Offer, however it has decided to cooperate with the Company andsupport it in conducting the Tender Offer due to the statutoryprovisions which prohibit the Company from conducting the Tender Offeron its own.

The shares in the Companywill be acquired under the Tender Offer under the condition that theCompany's general meeting adopts a resolution authorizing the ManagementBoard to acquire own shares and create a capital reserve for thepurposes of the own shares buy-back program in an amount of at least PLN2,910,000,000.00 (two billion nine hundred and ten million zlotys).

The Company's ManagementBoard estimates that the total cost of the Tender Offer, including thecost of buying-back 82,904,517 (eighty two million nine hundred and fourthousand five hundred and seventeen) own shares, the costs of arrangingthe mandatory collateral, costs of brokerage, professional services andother costs, will not exceed PLN 2,930,000,000.00 (two billion ninehundred and thirty million zlotys) in total.

The parties to the Agreementintend to announce the Tender Offer on 28 September 2021.