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

Apr 1, 2021

Subject: Conclusion of a conditionalagreement regarding the acquisition of 10% of the share capital ofeobuwie.pl S.A.

In connection with current report no. 4/2021dated 11 March 2021 the Management Board of Cyfrowy Polsat S.A. (the “Company”,“Cyfrowy Polsat”) hereby informs that following thenegotiations conducted with CCC Shoes & Bags sp. z o.o. (the “Seller”),a subsidiary of CCC S.A., concerning the potential acquisition of a 10%block of shares of the company eobuwie.pl S.A., in which the Sellerholds directly 74.99% of the share capital (“eobuwie.pl”)and the completion of the due diligence of eobuwie.pl, on 31 March 2021the Management Board of the Company decided to acquire 10% of the sharecapital of eobuwie.pl within the scope of a pre-IPO investment for aconsideration of PLN 500 million (the “Investment”).Moreover, on 31 March 2021 the Supervisory Board of the Company gave itsconsent for the Investment.

In connection with the above on 31 March2021 the Company signed with the Seller a preliminary agreement for thesale of shares of eobuwie.pl (the “Share Sale Agreement”)and with the Seller and another investor a shareholders’ agreementregulating, among others, the future corporate governance principles ofeobuwie.pl.

The Share Sale Agreement is a conditionalagreement. In particular, the Seller is obligated to obtain relevantconsents of banks financing the operating activities of entities fromthe Seller’s capital group as well as the consent of the generalshareholders meeting of eobuwie.pl for the sale of shares in eobuwie.pl(the “Conditions Precedent”).

The Company anticipates that the settlementof the Investment will take place following the fulfillment of theConditions Precedent by 30 April 2021, with the possibility to extendthis deadline by the Seller in a manner determined in the Share SaleAgreement.