Decision of Cyfrowy Polsat S.A. to acquire shares in Cyfrowy Polsat S.A. from Reddev Investments Limited

25 Nov 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 25 November 2021 it decided that the Company shall acquire up to 29,000,000 (say: twenty nine million) ordinary bearer shares in the Company from Reddev Investments Limited with its registered office in Limassol, Cyprus (“Reddev”, the “Transaction”) whereas the price per one share in the Company acquired from Reddev in the Transaction shall be PLN 35.00 (say: thirty five zlotys).

On 25 November 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 same 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 price per one share set in the Transaction and who concurrently can conclude further trades on the regulated market at a similar price.

Legal basis

Article 17 Section 1 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

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Last updated 11/25/2021