Decision of Cyfrowy Polsat S.A. to acquire shares in Cyfrowy Polsat S.A. from Embud 2

21 Dec 2021

The Management Board of Cyfrowy Polsat S.A. (the “Company”) hereby informs that, acting by virtue of the authorization granted by the Extraordinary General Meeting under resolution no. 7 dated 16 November 2021 on the authorization for the Management Board to acquire own shares and create a capital reserve for the purposes of the own shares buy-back program (the “Own Shares Buy-Back Program”), on 21 December 2021 it decided that the Company shall acquire up to 32,005,866  (say: thirty two million five thousand eight hundred sixty six) ordinary bearer shares in the Company from Embud 2 spółka z ograniczoną odpowiedzialnością S.K.A. with its registered office in Warsaw, Poland (“Embud”, the “Transaction”) whereas the price per one share in the Company acquired from Embud in the Transaction shall be not higher than PLN 35.00 (say: thirty five zlotys).

On 21 December 2021, the Supervisory Board of the Company gave its consent to: (i) continue the acquisition of shares by way of the Own Shares Buy-Back Program and (ii) execute the Transaction which constitutes a significant transaction with a related subject within the meaning of art. 90h of the Act of July 29, 2005 on public offering and the conditions of introducing financial instruments to an organized system of trading and on public companies (Journal of Laws 2020 Item 2080).

Moreover, bearing in mind that the price per one share in the Transaction is set at the similar level as the price per one share offered in the tender offer to subscribe for the sales of shares in the Company, announced on 28 September 2021 by the Company, Reddev and Mr. Zygmunt Solorz (the “Tender Offer”), the Supervisory Board is of the opinion that there will be no infringement upon the interests of the Company nor of shareholders who are not related subjects, including minority shareholders who had the opportunity to sell shares in the Company in the Tender Offer at a price per one share equal to the maximum price per one share set in the Transaction and who concurrently can conclude further trades on the regulated market at a similar price.

Attached files: 
Report Number: 
Last updated 12/21/2021