Conclusion of a significant agreement and acquisition of assets carrying significant value by subsidiaries of Cyfrowy Polsat S.A.

The Management Board of Cyfrowy Polsat S.A. (the “Company”, “Cyfrowy Polsat”) hereby informs that on April 30, 2015 subsidiaries of the Company - Plus TM Group spółka z ograniczoną odpowiedzialnością S.K.A. (“Plus TM”) and Plus TM Management Sp. z o.o. (“Plus TM Management”) - concluded a significant agreement of sale of intellectual property rights (the “Agreement”).

Under the Agreement, Plus TM sold and Plus TM Management purchased rights to certain trademarks and an industrial sign (the “Intellectual Property Rights”) valued at PLN 1,150.0 million. The terms of the Agreement do not vary from market standards applied in such agreements. 

Furthermore, on April 30, 2015, Plus TM Management issued in favor of Plus TM, and Plus TM acquired 59 registered bonds with the total value of PLN 1,150.0 million, comprising:

(i)    15 registered, series 1/2015 bonds with the nominal value of PLN 50.0 million each and the total value of PLN 750.0 million;

(ii)   14 registered, series 2/2015 bonds with the nominal value of PLN 20.0 million each and the total value of PLN 280.0 million;

(iii)  10 registered, series 3/2015 bonds with the nominal value of PLN 10.0 million each and the total value of PLN 100.0 million;

(iv)  20 registered, series 4/2015 bonds with the nominal value of PLN 1.0 million each and the total value of PLN 20.0 million,

hereinafter the “Bonds”.

The nominal value of the Bonds is equivalent to their issue price. The book value of the Bonds in the accounts of Plus TM, as at the date of acquisition of the Bonds, amounts to PLN 1,150.0 million. The Bonds were issued in the form of a document and are unsecured. The interest on the Bonds is determined based on the interest rate being the sum of the WIBOR 1M base rate and the margin. The maturity date of the Bonds is December 31, 2025.

Funds raised from the issue of the Bonds were dedicated by Plus TM Management to settle the price of purchase of the Intellectual Property Right under the Agreement.

The Company holds indirectly, through its subsidiary – Metelem Holding Company Limited – 100% shares in Plus TM and 100% shares in Plus TM Management. The following personal connections exist between the Company and Plus TM Management:

• Mr. Tobias Solorz is the President of the Management Board of the Company and the President of the Management Board of Plus TM Management.
• Mr. Tomasz Szeląg is a Member of the Management Board of the Company and a Member of the Management Board of Plus TM Management.
• Ms. Aneta Jaskólska is a Member of the Management Board of the Company and a Member of the Management Board of Plus TM Management.

There are no personal connections between the Company and Plus TM.

The criterion of constituting at least 10% of the value of the revenue of the Company’s capital group for the last four financial quarters was applied to determine that the Agreement shall be deemed a significant agreement and the Bonds shall be deemed assets carrying significant value.