TVN GROUP RESULTS FOR THE SECOND QUARTER AND FIRST HALF OF 2015 WARSAW, AUGUST 4 TH, 2015

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2 TVN GROUP RESULTS FOR THE SECOND QUARTER AND FIRST HALF OF 2015 WARSAW, AUGUST 4 TH, 2015

3 Disclaimer This presentation (the Presentation ) has been prepared by TVN S.A. (the Company ) solely for use by its shareholders, clients or analysts and should not be treated as a part of any invitation or offer to sell any securities, invest or deal in or a solicitation of an offer to purchase any securities or recommendation to conclude any transaction, in particular with respect to securities of TVN S.A. The information contained in this Presentation is derived from publicly available sources which Company believes are reliable, but TVN S.A. does not make any representation as to its accuracy or completeness. TVN S.A. shall not be liable for the consequences of any decision made based on information included in this Presentation. The information contained in this Presentation has not been independently verified and is, in any case, subject to changes and modifications. TVN S.A. s disclosure of the data included in this Presentation is not a breach of law for listed companies, in particular for companies listed on the Warsaw Stock Exchange. The information provided herein was included in current or periodic reports published by TVN S.A. or is additional information that is not required to be reported by Company as a public company. In no event may the content of this Presentation be construed as any type of explicit or implicit representation or warranty made by TVN S.A. or, its representatives. Likewise, neither TVN S.A. nor any of its representatives shall be liable in any respect whatsoever (whether in negligence or otherwise) for any loss or damage that may arise from the use of this Presentation or of any information contained herein or otherwise arising in connection with this Presentation. TVN S.A. does not undertake to publish any updates, modifications or revisions of the information, data or statements contained herein should there be any change in the strategy or intentions of TVN S.A., or should facts or events occur that affect TVN S.A. s strategy or intentions, unless such reporting obligations arises under the applicable laws and regulations. This Presentation contains certain market information relating to the television broadcasting sector in Poland, including information on the market share of TVN S.A. and certain of its competitors. Unless attributed exclusively to another source, such market information has been calculated based on data provided by third party sources identified herein and includes estimates, assessments, adjustments and judgments that are based on TVN S.A. s experience and familiarity with the sector in which TVN S.A. operates. Because such market information has been prepared in part based upon estimates, assessments, adjustments and judgments and not verified by an independent third party, such market information is, unless otherwise attributed to a third party source, to a certain degree subjective. While it is believed that such estimates, assessments, adjustments and judgments are reasonable and that the market information prepared is appropriately reflective of the sector and the markets in which TVN S.A. operates, there is no assurance that such estimates, assessments and judgments are the most appropriate for making determinations relating to market information or that market information prepared by other sources will not differ materially from the market information included herein. TVN S.A. hereby informs persons viewing this Presentation that the only source of reliable data describing TVN S.A. s financial results, forecasts, events or indexes are current or periodic reports issued by TVN S.A. in satisfaction of its disclosure obligations under Polish law. 3

4 Agenda 1 Introduction 4 Conclusions 2 Business review 5 Q&A session 3 Financial review 4

5 Introduction Markus Tellenbach President and CEO

6 Advertising revenue growth and stabilized adjusted EBITDA in a moderately softer advertising market environment Overall revenue increased by 2.7% year-on-year to PLN 445 million in the second quarter and drove half-year revenue up by 3.1% to PLN 808 million Advertising was the main growth factor, reflecting in particular robust audience share performance and reinforced pricing of the thematic channels portfolio Adjusted EBITDA slipped by 1.3% in the second quarter to PLN 173 million, with revenue growth more than compensated by investments in further strengthening of the TVN programming offer, while half-year result was 0.9% higher year-on-year and reached PLN 265 million Balanced revenue and operating costs growth delivered healthy adjusted EBITDA margins of 39% in the second quarter and 33% in the first half-year 6

7 Business review Markus Tellenbach President and CEO

8 All business lines advanced in the second quarter Overall TVN audience share improved in the second quarter by 0.2 percentage point and reached 22.1% The programming schedule of the main channel recorded softer viewers reception resulting in 12.2% audience share*, 0.7 percentage point lower than in the second quarter of 2014 TVN thematic channels portfolio increased its audience share* in the second quarter from 9.0% to 9.9% year-on-year driven mainly by improving viewers reception of TVN7, TTV and TVN24 Premium TV represented channels audience share in the second quarter was stable year-on-year with result for the first half-year up to 14.8%, mainly thanks to the addition of six new channels to the Premium TV portfolio Non-linear content offering delivered 280 million video streams in the second quarter reaching 585 million videos streamed year-to-date * All audience share references are made for all day viewership among years old. 8

9 Overall audience share of TVN improved in the second quarter on the backdrop of growth in thematics channels portfolio 16% Low season Autumn season Low season Spring season Low season pp pp pp 14% 12% 10% 8% 12,9% 12,2% 13,5% 13,3% 17,9% 16,2% 6% Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15 Apr 15 May 15 Jun 15 TVN Polsat TVP1 & TVP2 Polsat TVP1 TVP2 TVN 14% 12% 10% pp pp pp 8% 6% 4% Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15 Apr 15 May 15 Jun 15 Polsat Thematic TVP Thematic TVN Thematic 21,9% 23,5% 24,7% 24,6% 23,8% 22,1% TVN Group Polsat Group TVP Group 2Q Q 2015 Source: Nielsen Audience Measurement, June 2014 June 2015, All day, years old. 9

10 Premium TV six new channels in the represented portfolio Other Since Jan 2015 No. of channels Audience shares* 1H % 0.6% 2.0% 1.5% 1H % 0.4% 1.7% 1.4% Year-on-year change pp pp pp pp 3 1.1% 1.1% 0.0 pp 8 2.6% 2.3% pp 4 1.1% 1.0% pp 4 0.9% 0.7% pp 6 0.6% pp % 14.8% pp Represented audience share in the first half of 2015 increased year-on-year by 0.2 percentage points thanks to organic growth and acquisition of six new represented channels: TVS, ITV, Orange Sport, Romance TV, Power TV and Adventure HD Premium TV revenue in the same period was up by 9% while EBITDA increased by 8% * All day, years old. 10

11 Main channel with full reach, continuous improvement in distribution of thematics Reach of FTA channels (% of HH as of June 30, 2015; YoY growth) TVN TVN7 TTV 100% pp 99% pp Average increase in subscriber base of 0.6% 8,9 8,9 8,9 8,8 94% pp + 0.4% + 0.5% + 0.4% + 0.3% + 1.3% TVN 24 TVN Style TVN Turbo TVN Meteo Active TVN 24 BiŚ 8,7 Stable DTT channels revenue and EBITDA in the first half of 2015 were driven by double digit growth rates in TVN7 and TTV offsetting softer performance of TVN main channel Encrypted Pay TV channels revenue and EBITDA improved in the first half-year by 7% and 8%, respectively, reflecting mainly stronger audience shares, sell-out and pricing for TVN Style, TVN Turbo, TVN24 and TVN24 BiŚ Subscription fees revenue stabilized in the first half of 2015 Number of CATV & DTH subscribers in June 2015 in millions X% Percentage growth in number of CATV & DTH subscribers in June 2015 (YoY) 11

12 TVN online video usage: 50% through website, 30% on SmartTV and 20% on mobile devices TVN non-linear video content offering (in millions) Significant uptake of Registered Users (in millions) % x +36% Embedded News Short forms Long forms % +4% 1H H Sty'13 Maj'13 Sep 13 Jan 14 May 14 Sep 14 Jan 15 May 15 Real Users Registered Users TVN non-linear video usage in the first half of 2015 approached 600 million videos, while average monthly time spent per user on the player reached close to 8 hours in the spring season Online video revenue was up by 9% year-on-year in the first half of 2015 Sources: own data and MegaPanel / Gemius. 12

13 Financial review John Driscoll Vice-President and CFO

14 TVN Group Financial Highlights Revenue increased year-on-year by 2.7% in the second quarter, reflecting predominantly 2.8% growth in advertising related revenue, and resulting in half-year revenue improvement of 3.1% Operating expenses excluding D&A were up by 5.7% in the second quarter, again fuelled by costs related to the development and promotion of the programming schedule, and drove half-year growth to 4.4% As a result, adjusted EBITDA slipped down by 1.3% to PLN 173 million in the second quarter while it was still up by 0.9% to PLN 265 million for the six-month period Reported EBITDA in the second quarter was 10.1% lower year-on-year, reflecting predominantly PLN 17 million in incremental one-off costs due to the change of control transaction, which amounted to PLN 65 million in the first half of 2015 and, despite PLN 9 million higher share of profits of associates, drove reported EBITDA for that period down by 19.7% Financial costs in the second quarter amounted to PLN 106 million, combining regular run-rate for interest expense of PLN 46 million with essentially unrealized foreign exchange losses of PLN 59 million which has largely offset the foreign exchange gains from the first quarter and pushed half-year financial costs to negative PLN 59 million All in all, the net result was down to PLN 37 million for the second quarter and PLN 116 million in the first half Stable adjusted EBITDA combined with strong net free cash flow generation drove net debt to adjusted EBITDA to 3.6x from 3.9x at the end of

15 Revenue growth driven by advertising in both the second quarter and the first half-year 2Q 2015 Revenue Bridge 1H 2015 Revenue Bridge + 2.7% + 12 mn + 3.1% + 24 mn Revenue in 2Q 2014 Advertising related revenue Subscription fees Other revenue Revenue in 2Q Revenue in 1H 2014 Advertising related revenue Sales of goods Other revenue Revenue in 1H 2015 in PLN millions X% change vs. 2Q / 1H 2014 Revenue 15

16 Investments in the programming schedule decreased adjusted EBITDA while one-off costs reduced the reported result 2Q 2015 EBITDA Bridge % - 18 mn % - 2 mn Change of control transaction costs % % % % 0 2Q'14 Reported EBITDA Reversal of share of profit of associates Distributions from associates 2Q'14 Adjusted EBITDA Revenue impact Cost impact excl. change of control transaction costs Impact of change in distributions from associates 2Q'15 Adjusted EBITDA Share of profit of associates Reversal of distributions from associates 2Q'15 Reported EBITDA in PLN millions X% change vs. 2Q 2014 EBITDA EBITDA margin 16

17 Adjusted EBITDA reflects balanced revenue and cost growth with reported number again lowered by the one-off costs 1H 2015 EBITDA Bridge % - 55 mn % + 2 mn Change of control transaction costs % % % % 0 1H'14 Reported EBITDA Reversal of share of profit of associates Distributions from associates 1H'14 Adjusted EBITDA Revenue impact Cost impact excl. change of control transaction costs Impact of change in distributions from associates 1H'15 Adjusted EBITDA Share of profit of associates Reversal of distributions from associates 1H'15 Reported EBITDA in PLN millions X% change vs. 1H 2014 EBITDA EBITDA margin 17

18 Finance result in the second quarter, lower year-on-year, reflects weakening of PLN vs. EUR PLN millions 2Q Q H H 2014 Interest income Interest expense, of which: Interest on the Notes and Loans Premium and other costs related to early repayment of the Notes Issuance costs written off on early repayment of the Notes Interest on foreign exchange forward contracts Foreign exchange gains (losses) net, of which: Unrealized foreign exchange gains (losses) on the Notes Realized foreign exchange gains (losses) on the Notes Other foreign exchange gains (losses) & fair value hedge impact Other finance expense, net Net finance result

19 2Q 2015 Adjusted EBITDA to Net Result Bridge Q'15 Adjusted EBITDA Share of profit of associates Distributions from Change of control 2Q'15 Reported associates transaction costs EBITDA Depreciation and amortisation FX losses, net Interest expense, net Earnings before income tax Income tax benefit Net result for the period Non-controlling interest Net result to owners of TVN S.A. in PLN millions 19

20 1H 2015 Adjusted EBITDA to Net Result Bridge H'15 Adjusted EBITDA Share of profit of associates Distributions from Change of control 1H'15 Reported associates transaction costs EBITDA Depreciation and amortisation FX gains, net Interest expense, net Earnings before income tax Income tax charge Net result for the period Non-controlling interest Net result to owners of TVN S.A. in PLN millions 20

21 Cash Flow Cash Operating CF CAPEX 2 Tax paid Cash after Interest, net Repayment Distributions from Other Cash 1 EoY 2014 operations, of cash loan associates 1 EoP 1H 2015 capex and taxes in PLN millions 1 Cash and cash equivalents. 2 Payments to acquire plant, property, equipment and intangible assets excl. VAT, net of proceeds from sale of such assets 21

22 Net leverage further reduced to 3.6x well on track to arrive within target range at year-end PLN millions June 30, 2015 December 31, 2014 Maturity 7.875% Senior Notes % Senior Notes Cash Loan Accrued interest Cash and cash equivalents Net Debt Adjusted EBITDA 2 (12-month rolling) Reported net leverage Gross debt was lower by approx. PLN 95 million year-on-year as a result of deleveraging in the second half of 2014, partially offset by weaker PLN vs. EUR Combined with higher cash levels this drove net debt further down resulting in net debt to adjusted EBITDA ratio improved to 3.6x from 3.9x at the end of 2014 and from 4.1x a year ago 1 Nominal value. 2 EBITDA excluding impairment, share of profits/ (losses) of associates and one-off transactions but including dividends / distributions received from associates.. 22

23 Update on associates nc+ operating results for the six months ended June 30th: Post-paid subscriber base amounted to 2.11 million (-3% yoy) Monthly post-paid ARPU averaged PLN 68.0 (+1% yoy) Total revenue was PLN 1,041 million (-2% yoy) EBITDA was approx. PLN 210 million (-6% yoy) TVN reported financial impact of associates for the six-month ended June 30th: Share of nc+ profit was PLN 29.2 million vs. PLN 22.3 million in 1H 2014 Share of Onet profit was PLN 4.1 million vs. PLN 1.7 million in 1H

24 Additional disclosures Distributions to shareholders The Management proposed and the Annual General Shareholders Meeting approved dividend of PLN 102 million or PLN 0.3 per share, paid on July 3 Further distributions to shareholders may be considered by the Management under the existing share buyback authorization, but they would be limited to no more than PLN 150 million and will be subject to any change of control considerations Incremental costs related to the change of control transaction These costs for the first half of 2015 include PLN 51 million related to Long Term Incentive Plan and PLN 14 million of advisory costs Deleveraging plan for the second half of 2015 Buyback of 100% of 2018 Senior Notes and 10-20% of 2020 Senior Notes 24

25 Conclusions Markus Tellenbach President and CEO

26 The first half results at the lower end of expected growth range, but current trading indicates acceleration TVN results in the first half of the year reflect softer than expected performance of the main channel s programming schedule combined with lower advertising market dynamics which we attribute to uncertainties around Presidential elections in Poland as well as economic situation of Greece and its potential impact on European Union However, bookings for July and August indicate acceleration in the market in the second half of the year which TVN will capitalize on with fall programming schedule introducing new shows and series 26

27 Acquisition by Scripps Networks Interactive Purchase of 52.7% stake in TVN by Scripps Networks Interactive closed on July 1 In line with the earlier communicated intentions, Scripps Networks Interactive announced the tender offer for remaining shares in TVN at PLN 20 per share On July 20, TVN Management issued its positive opinion on the above tender offer Delisting of TVN from Warsaw Stock Exchange is expected by the end of this year 27

28 THANK YOU

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