CYFROWY POLSAT SA Resolution of the Annual General Meeting

Resolution of the Annual General Meeting of

Cyfrowy Polsat on the payment of dividend

The Management Board of Cyfrowy Polsat S.A.

(the "Company") hereby gives notice that on 29 April 2014 the Annual

General Meeting of the Company adopted Resolution No. 20 on distribution

of profit of the Company for the financial year of 2013 (the "Dividend

Resolution"). The wording of the Dividend Resolution adopted by the

Annual General Meeting was made public by the Company by way of the

current report No. 32 of 29 April 2014.

Pursuant to the provisions of the Dividend

Resolution:

1. The net profit earned by the Company in

the financial year of 2013 in the amount of PLN 429,012,74.99 is

appropriated as follows: (i) PLN 102,859,516.76 to dividends payable to

the shareholders of the Company, (ii) the remaining portion of the net

profit, i.e. PLN 326,153,158.23 to the supplementary capital.

2. The dividend day is scheduled for 22 May

2014. The dividend payment day is scheduled for 6 June 2014.

3. The provisions of the Dividend Resolution

set forth in Sections 1 and 2 above will only take effect if the

following conditions are satisfied jointly on or before 15 May 2014: (i)

holders of subscription warrants issued by the Company pursuant to

Resolution No 12 of the Extraordinary General Meeting of the Company of

24 January 2014 receive ordinary shares of the Company issued as part of

conditional capital increase of the Company; and (ii) the Company

acquires 1,675,672 (one million six hundred seventy five thousand six

hundred seventy two) shares of Metelem Holding Company Limited with its

registered office in Nicosia, Cyprus.

4. Unless the condition referred to Section

3 above is satisfied on or before 15 May 2014: (a) the net profit earned

by the Company in the financial year of 2013 in the amount of PLN

429,012,74.99 is appropriated as follows: (i) PLN 102,859,516.76 to

dividends payable to the shareholders of the Company, (ii) the remaining

portion of the net profit, i.e. PLN 326,153,158.23 to the supplementary

capital; (b) the dividend day is scheduled for 25 July 2014; the

dividend payment day is scheduled for 11 August 2014.

5. The provisions of the Dividend Resolution

set forth in Section 4 above will only take effect if the following

conditions are satisfied jointly on or before 18 July 2014: (i) holders

of subscription warrants issued by the Company pursuant to Resolution No

12 of the Extraordinary General Meeting of the Company of 24 January

2014 receive ordinary shares of the Company issued as part of

conditional capital increase of the Company; and (ii) the Company

acquires 1,675,672 (one million six hundred seventy five thousand six

hundred seventy two) shares of Metelem Holding Company Limited with its

registered office in Nicosia, Cyprus.

6. Unless the condition referred to in

Section 5 above is satisfied on or before 18 August 2014: (a) reserve

capital is created pursuant to Article 396 § 4 of the Commercial

Companies Code and Article 33 (c) of the Company's Articles of

Association, to be used by the Management Board for the purpose of

paying interim dividend to the Company's shareholders;(b) the net profit

earned by the Company in the financial year of 2013 in the amount of PLN

429,012,74.99 is appropriated as follows: (i) PLN 102,859,516.76 to the

reserve capital created from profit deductions referred to in clause (a)

above, to be used by the Management Board for the purpose of paying a

contemplated interim dividend to the Company's shareholders, (ii) the

remaining portion of the net profit, i.e. PLN 326,153,158.23 to the

supplementary capital.

395,613,526 shares carry the right to

dividend, of which:

(1) 348,352,836 are issued and existing

shares of the Company as at the date of the Dividend Resolution and

(2) 47,260,690 Series I shares, which shall

be issued by the Company under conditional increase in the share capital

approved by the Extraordinary General Meeting of 16 January 2014 which,

pursuant to the provisions of the resolutions of the Extraordinary

General Meeting, will carry the right to dividend, provided that such

shares are registered on securities accounts by the dividend record date

(inclusive).

The value of dividend per one share of the

Company, taking into account the shares specified in Section (2) above,

is of PLN 0.26 (twenty six grosz).

More information on page: biznes.pap.pl

kom espi pif/