Cyfrowy Polsat S.A. — Share Issue/Capital Change 2021

Sep 27, 2021

Subject: Disclosure ofdelayed inside information regarding actions taken by Cyfrowy PolsatS.A. aimed at analyzing the possibilities of launching and effecting aprogram of acquisition of the Company's own shares, consisting, withoutlimitation, in announcing a tender offer for the sale of Cyfrowy PolsatS.A. shares

Acting pursuant to Article17 Sections 1 and 4 of the Regulation (EU) No 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse ("MAR"),the company Cyfrowy Polsat S.A. is releasing the following insideinformation concerning actions taken by Cyfrowy Polsat S.A. aimed atanalyzing the possibilities of launching and effecting a program ofacquisition of the Company's own shares (the "Program"),consisting, without limitation, in announcing a tender offer for thesale of shares in Cyfrowy Polsat S.A. (the "Inside Information").

The public disclosure of theInside Information was delayed on 13 September 2021 pursuant to Article17 Section 4 of MAR.

Content of the delayedInside Information:

"The Management Board ofCyfrowy Polsat S.A. (the "Company"; "CyfrowyPolsat") announces that on 13 September 2021 the Company embarked onefforts aimed at analyzing the possibilities of launching and effectinga program consisting, without limitation, in announcing a tender offerfor the sale of the Company's shares in such a number so that theCompany, together with its parent entities, hold 100% of the totalnumber of votes at the Company's general meeting (the "Program"),in accordance with Article 74 Section 1 of the Act of 29 July 2005 onpublic offering and conditions of introducing financial instruments toan organized trading system and on public companies (consolidated text:Dz.U. of 2020, item 2080) (the "Offering Act") (the "TenderOffer"), including an analysis of the possibility of establishing aTender Offer security required by the Offering Act in an amount notlower than 100% of the value of the shares to be acquired through theTender Offer.

Furthermore, in connectionwith the analyses of the possibilities of launching and effecting theProgram, the Management Board of the Company has also resolved to starttalks with direct and indirect majority shareholders of the Companyconcerning their potential participation in the Tender Offer. Theparticipation of direct and indirect majority shareholders in theCompany could consist in particular in the execution of an understandingconcerning the acquisition of the Company's shares under the TenderOffer that would comply with the criteria laid down in Article 87Section 1 Clause 5 of the Offering Act."

Rationale for delayeddisclosure of the Inside Information:

In the opinion of theManagement Board, the delay in the disclosure of the Inside Informationcomplied, at the time the decision on the delay was taken, with theconditions set out in the MAR and in the guidelines of the EuropeanSecurities and Markets Authority of 20 October 2016 concerning thedelaying of disclosure of inside information.

The launching of theimplementation of the Program (including the Tender Offer) depended onthe outcome of the analyses performed and of the negotiations held withthe Company's direct and indirect majority shareholders concerning theirpotential participation in the Tender Offer. Furthermore, theimplementation of the Program still required the passing of additionalresolutions by the Management Board defining the Program's detailedrules, the consent of the Supervisory Board, including consent toincurring liabilities under the Program, and the authorization from thegeneral meeting to acquire the Company's own shares.

These actions translatedinto a prolonged process aimed at implementing the Program. Moreover, atthe time of embarking on these preparations their outcome and,inevitably, the likelihood of completing the Program were unknown to theCompany.

The Management Board of theCompany believes that in these circumstances immediate disclosure ofinformation about the decisions taken generated the risk of prejudicinglawful interests of the Company and its capital group through a possiblenegative impact on the course and outcome of the Program.

In particular, theManagement Board believes that the disclosure of the Inside Informationcould result in third-party interaction, involving e.g. stock markettransactions. This could in particular result in blocking theimplementation of the Program and, consequently, in the Company'sfailure to attain the anticipated business and financial objectives.

In addition, due to problemswith predicting the likelihood of success of the implementation of theProgram, the Management Board decided that the disclosure of the InsideInformation could result in an improper assessment of such informationand of its potential impact on the Company's goodwill by the public.

In the opinion of theManagement Board of the Company, there were no premises indicating thata delayed disclosure of the Inside Information could mislead the public,in particular since the Company had not made any prior publicannouncements on the subject matter of the Inside Information.

The Management Board of theCompany believes that the confidentiality of Inside Information wasguaranteed in particular by internal information circulation andprotection procedures implemented at the Company's capital group level.

In accordance with Article17 Section 4 of MAR, immediately following the publication of thisreport, the Company shall inform the Polish Financial SupervisionAuthority about the delayed disclosure of the Inside Information,indicating that the premises for such delay were satisfied.