CYFROWY POLSAT S.A. CAPITAL GROUP. Annual Report for the financial year ended December 31, 2014

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1 CYFROWY POLSAT S.A. CAPITAL GROUP Annual Report for the financial year ended December 31, 2014 Place and date of publication: Warsaw, March 4, 2015

2 Annual Report of Cyfrowy Polsat S.A. Capital Group CONTENT OF THE ANNUAL REPORT Letter of the Chairman of the Supervisory Board Letter of the President of the Management Board Report of the Management Board in the financial year ended December 31, 2014 Management Board s representations Opinion of the independent auditor on the audit of the consolidated financial statements for the year ended December 31, 2014 Consolidated Financial Statements for the year ended December 31, 2014 Interim Condensed Consolidated Financial Statements for the 3 and 12 months ended December 31, 2014 (unaudited) 2

3 Annual Report of Cyfrowy Polsat S.A. Capital Group LETTER OF THE CHAIRMAN OF THE SUPERVISORY BOARD Ladies and Gentlemen, 2014 was a breakthrough year and one of the most important years in the history of Cyfrowy Polsat. Polkomtel, the operator of Plus network, joined the Group, thus leading to the creation of the biggest media and telecommunication group in Poland, as well as in the region. Thanks to this, we have created a solid foundation for the future development and successful operations of the entire Cyfrowy Polsat Group, consisting of Cyfrowy Polsat, Polkomtel, Telewizja Polsat and IPLA platform. The Group has acquired new possibilities of development in the dynamically changing and very competitive market environment. I am pleased that the Companies Management Boards acted promptly in seizing the opportunity coming from the cooperation of Cyfrowy Polsat and Polkomtel. Thanks to this, we managed to introduce a pioneer and unique offer of integrated services the smartdom program addressing new market conditions and consumer expectations and building the competitive advantage of the Group. I truly appreciate the pace of operational integration within the Group thanks to this, we may now focus all our activities on the accomplishment of the basic objective, that is building of a leading position on the multimedia entertainment and telecommunication market in Poland. I believe that Cyfrowy Polsat Group will continue to effectively implement its goals and strategy, which will allow for continuing its development, thus gaining a permanent advantage over all the competitors. Undoubtedly, one of the key strengths of the Group is a broad offer of new services, including financial services prepared in cooperation with PlusBank, electricity supply services sold by Plus network and subsequent, new services from other areas which will bring additional benefits both for the individual and corporate customers. Cyfrowy Polsat Group together with Polkomtel has also strengthened its leading position on state-of-the-art technology market. The Group is the provider of the fastest Internet access in Poland in LTE technology and offers the broadest coverage of LTE in terms of population. The Group was the first operator in Poland to carry out successful tests of LTE- Advanced technology, through the combination of two carrier frequencies MHz and 2600 MHz, VoLTE (Voice over LTE) and LTE Broadcast. I am pleased with both operating and financial performance of the Group last year, including effectively pursued objectives in all of its key operating segments on pay TV and television broadcasting, telecommunication and online services markets. It is worth mentioning that the excellent performance of the Group was delivered in an extremely challenging market environment, with the Group effectively competing in all important areas of its operations. I would like to thank our Shareholders, as well as the Subscribers and Customers of Cyfrowy Polsat Group for the confidence they have placed in us. I would like to offer particular thanks to the Group s Management Boards and Employees for their effective work and commitment, which has significantly contributed to the achievements of our goals and objectives. I am convinced that Cyfrowy Polsat Group will continue its effective operations, which will translate into consistent building of Group s value for the benefit of its Shareholders. Yours sincerely, Zygmunt Solorz-Żak Chairman of the Supervisory Board Cyfrowy Polsat S.A. 3

4 Annual Report of Cyfrowy Polsat S.A. Capital Group LETTER OF THE PRESIDENT OF THE MANAGEMENT BOARD Ladies and Gentlemen, It is with great pleasure that I present to you the 2014 Annual Report of Cyfrowy Polsat Capital Group. As a result of the transaction, finalized on May 7, 2014, of the acquisition by Cyfrowy Polsat of Metelem, indirectly controlling 100% of Polkomtel s shares, last year was marked by the integration of Cyfrowy Polsat and Polkomtel, which is also reflected in this report comprehensively describing our Group in the new shape, both from the operating and financial perspective. By adding the operator of Plus network to Cyfrowy Polsat Group, it has become the biggest media and telecommunication group in the region, servicing 6.1 million contract customers and providing a total of 16.5 million pay television, mobile telephony and LTE Internet services, as well as one of the biggest private Polish enterprises with the capitalisation of ca. PLN 15 billon. Total consolidated revenue of Cyfrowy Polsat Group in 2014 amounted to PLN 7.4 billion, with EBITDA standing at PLN 2.7 billion, and profit at PLN million. Operational integration was the natural consequence of our acquisition of Polkomtel. The process was completed last year with respect to the Group s business areas. At the same time we have started numerous joint projects in the area of marketing, sales, customer service and retention, IT and finance, in order to achieve the announced revenue, cost and financial synergies. All projects related to revenue synergies (ca. PLN 2 billion in the years ) and cost synergies (ca. PLN 1.5 billion in the years ) proceeded as planned. Whereas already in August last year, as a result of the successful process of partial refinancing of the Group s indebtedness, we increased our expectations regarding financial synergies up to the amount of PLN 700 million until the end of Thanks to the integration, carried out in accordance with our multi-play strategy, we have created a unique offer of integrated services the smartdom program which is our response to the dynamically changing market environment and customer expectations and which builds our competitive advantage. This offer, under which the customer may, among others, purchase the second product with a 50% discount, and the third one for as little as PLN 1, has been very well received by the customers and proved to be a commercial success already during the first few months. 569 thousand customers joined the smartdom program last year and the total number of services held by this group of customers amounted to million. Cyfrowy Polsat Group also includes the segment of television broadcasting and production as well as the biggest Polish online television service, IPLA, where we have been consistently strengthening our leading position. Our flagship channel POLSAT maintained its high audience share at the level of 13.3%, and the audience share of our thematic channels amounted to 10.4%, which translated into a total market share of 23.7%. We saw the Group s share in the TV advertising and sponsorship market rise to 25.1%, and our revenue in this area, thanks to the carefully selected programming schedule and optimal investments in programming content, showed growth dynamics exceeding the market average. Our online television service, IPLA, saw significant development of its content and functionality, which contributed to the growth of revenue of the services, as well as its user base. The strategy of our Group remains unchanged. We will continue activities aimed at maintaining the leading position on the multimedia entertainment and telecommunication markets. Using the best and state-of-the-art technology we will create and deliver superior quality programming content and telecommunication products which will be offered by us under attractive packages of integrated services addressing the evolving needs of customers and improving their satisfaction with the cooperation. We still believe that investments in the LTE high speed Internet, of which we are the pioneer and leader in terms of development on the Polish market, is very important for the development of the Group in the future. We expect that the aforementioned activities will contribute to a systematic increase in the number of customers, their loyalty and ARPU per customer. Successful fulfilment of these objectives, combined with effective financial management, will have a positive impact on creating value for our Shareholders. Yours sincerely, Tomasz Gillner-Gorywoda President of the Management Board Cyfrowy Polsat S.A. 4

5 REPORT OF THE MANAGEMENT BOARD ON THE ACTIVITIES OF CYFROWY POLSAT S.A. CAPITAL GROUP IN THE FINANCIAL YEAR ENDED DECEMBER 31,

6 TABLE OF CONTENTS Cyfrowy Polsat Group at a glance... 8 Disclaimers... 9 Financial data overview Characteristics of Cyfrowy Polsat Group Structure of Cyfrowy Polsat S.A. Capital Group Who we are Strategy Competitive advantages Market opportunities Development prospects Business overview of Cyfrowy Polsat Capital Group Activities on the pay TV market Activities on the telecommunications market Activities on the multi-play market Sales and marketing Customer Relations and Retention Management Wholesale business Broadcasting and television production segment Other aspects of our business Significant events and agreements signed in Corporate events Business related events Financial and operating review of Cyfrowy Polsat Group Key factors impacting our operating activities and financial results Key market trends impacting our business Major investments in Operating review Key positions in the consolidated income statement Review of our financial situation Information on market risks Risk Factors Risks related to market environment and economic situation Risks related to our business and the sector in which we operate Risk factors associated with the Group s financial profile Risk factors associated with the legal and regulatory environment Other information important for the assessment of the Company s personnel, economic and financial position, as well as financial results Material transactions concluded by the Company or its subsidiaries with related parties on conditions other than market conditions Information on material proceedings at the court, arbitration body or public authorities Changes to the principle rules of management of our Company and the Capital Group Sales markets and dependence on the supplier and client markets Trade unions Cyfrowy Polsat on the capital market Cyfrowy Polsat shares Shares quotes Recommendations Close dialogue with the capital market Dividend policy

7 8. Corporate governance Statement Principles of corporate governance which the Company issuer is subject to Principles of corporate governance that the Company has waived Internal control systems and risk management applied with respect to the process of preparing financial statements Agreements with an entity certified to perform an audit of the financial statements Share capital and shareholding structure of Cyfrowy Polsat Articles of Association of the Company General Shareholders Meeting Management Board of the Company The Supervisory Board Glossary

8 CYFROWY POLSAT GROUP AT A GLANCE Cyfrowy Polsat S.A. Capital Group is Poland s leading multimedia group. Within the scope of our activities we provide a comprehensive array of integrated media and telecommunication services within the following areas: Pay digital TV services offered by Cyfrowy Polsat the largest pay TV provider in Poland and one of the leading satellite platforms in Europe. We offer our customers access to over 140 Polish language TV channels, including 40 channels in high definition standard, as well as additional services such as PPV, VOD Home Movie Rental, TV online, catch-up TV and Multiroom. We also provide online video services through IPLA the leader on Poland s online video market. Mobile telecommunication services, including voice and data transmission services, which we provide mainly through our subsidiary Polkomtel one of Poland s leading telecommunications operators; Mobile broadband Internet, offered under two alternative brands: Cyfrowy Polsat and Plus. We also provide these services in the state-of-the-art LTE technology. We offer the largest LTE coverage in Poland and our customers attain the highest data transmission speed among offers provided by national mobile network operators technologies; Broadcasting and television production through Telewizja Polsat, leading commercial TV broadcaster on the Polish market, offering 26 popular TV channels, including 5 in HD standard. Wholesale services to other operators, including i.a. network interconnection, national and international roaming shared access to network assets and lease of network infrastructure. The Group operates in two business segments: segment of services to individual and business customers which relates to the provision of services to the general public and the broadcasting and television production segment. Our consolidated revenue from services, products, goods and materials sold in 2014 increased to PLN 7,409.9 million while our net profit amounted to PLN million. EBITDA profit amounted to PLN 2,738.3 million with EBITDA margin of 37.0%. 8

9 DISCLAIMERS Presentation of financial and other information References to the Company and Cyfrowy Polsat contained in this Management Board s report on the activities of Cyfrowy Polsat S.A. Capital Group (hereafter Report ) apply to Cyfrowy Polsat S.A. and all references to the Group, Capital Group, Cyfrowy Polsat Group, Cyfrowy Polsat Capital Group or Polsat Group apply to Cyfrowy Polsat S.A. and its consolidated subsidiaries. Expressions such as we, us, our and similar apply generally to the Group, unless from the context it is clear that they apply only to the Company. A glossary of terms used in this report is presented at the end of this document. Financial and operating data This Report contains financial statements and financial information relating to the Company and the Group. In particular, this Report contains our consolidated financial statements and interim condensed consolidated financial statements for the 3 and 12-month periods ended December 31, The financial statements for the 3 and 12-month periods ended December 31, 2014 attached to this Report have been prepared in accordance with International Accounting Standard no. 34 Interim Financial Reporting ( IAS 34 ) and are presented in millions of zlotys. Unless otherwise indicated, financial information presented in this Report was prepared pursuant to the International Financial Reporting Standards as approved for use in the European Union ( IFRS ). Certain arithmetical data contained in this Report, including financial and operating information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables contained in this Report may not conform exactly to the total figure given for that column or row. Currency presentation Unless otherwise indicated, in this Report all references to PLN or zloty are to the lawful currency of the Republic of Poland; all references to USD or US dollars are to the lawful currency of the United States; and all references to EUR or the euro are to the lawful currency of the member states of the European Union that adopted the single currency in accordance with the EC Treaty, which means the Treaty establishing the European Community (signed in Rome on March 25, 1957), as amended by the Treaty on European Union (signed in Maastricht on February 7, 1992) and as amended by the Treaty of Amsterdam (signed in Amsterdam on October 2, 1997) and includes, for this purpose, Council Regulations (EC) No. 1103/97 and No. 974/98. The following tables present - for the periods indicated - certain information regarding the average buying/selling rates as published by the National Bank of Poland ( NBP ), for the zloty (the effective NBP exchange rate ), expressed in zloty per dollar and zloty per euro. The exchange rates set out below may differ from the actual exchange rates used in the preparation of our consolidated financial statements and other financial information appearing in this Report. Our inclusion of the exchange rates is not meant to suggest that the zloty amounts actually represent such dollar or euro amounts or that such amounts could have been converted into dollars or euro at any particular rate. Year [zlotys per USD 1.00] Exchange rate at end of period Yearly average exchange rate Highest exchange rate during period Lowest exchange rate during period Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Highest exchange rate during the month [PLN/USD] Lowest exchange rate during the month [PLN/USD] 9

10 Year [zlotys per EUR 1.00] Exchange rate at end of period Yearly average exchange rate Highest exchange rate during period Lowest exchange rate during period Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Highest exchange rate during the month [PLN/EUR] Lowest exchange rate during the month [PLN/EUR] Forward looking statements This Report contains forward looking statements relating to future expectations regarding our business, financial and operating results. These statements are expressed, without limitation, through words such as may, will, expect, anticipate, believe, estimate and similar words used in this Report. By their nature, forward looking statements are subject to numerous assumptions, risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by the forward looking statements. We caution you not to base investment decisions on such statements, which speak only as at the date of this Report. The cautionary statements set out above should be considered in connection with any subsequent written or oral forwardlooking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of publication of this Report. We disclose important risk factors that could cause our actual results to differ materially from our expectations under item 4 Review of the operating and financial situation of Cyfrowy Polsat Group and under item 5 - Key risk and threat factors, and elsewhere in this Report. These cautionary statements qualify to all forward looking statements attributable to us or persons acting on our behalf. When we indicate that an event, condition or circumstance could or would have an adverse effect on us, we mean to include effects upon our business, financial situation and results of operations. Industry and market data In this Report we set out information relating to our business and the markets in which we and our competitors operate. The information regarding the market, its size, the market share, the market position, the growth rates and other industry data relating to our business and markets in which we operate consists of data and reports compiled by various third-party entities and our internal estimates. We have obtained market and industry data relating to our business from industry data providers, including: Eurostat, for data relating to the Polish economy and GDP growth; Polish Chamber of Electronic Communication; Office of Electronic Communications (UKE); Central Statistical Office of Poland (GUS); Body of European Regulators for Electronic Communications (BEREC); European Commission (Digital Agenda Scoreboard); Nielsen Audience Measurement; Starlink; 10

11 IAB AdEX; PwC (Global entertainment and media outlook: ); ZenithOptimedia; Megapanel PBI/Gemius; PMR; IQS; GFK Polonia; e-marketer; Ericsson Mobility Report; and Operators functioning on the Polish market. We believe that these industry publications, surveys and forecasts are reliable but we have not independently verified them and cannot guarantee their accuracy or completeness. Moreover, in numerous cases we have made statements in this Report regarding our industry and our position in the industry based on our own experience and our examination of market conditions. We cannot guarantee that any of these assumptions properly reflect our market position. Our internal surveys have not been verified by any independent sources. 11

12 FINANCIAL DATA OVERVIEW The following tables set out selected consolidated financial data for the 3 and 12-month periods ended December 31, 2014 and December 31, The selected financial data presented in the tables below is expressed in millions of PLN, unless otherwise stated. This information should be read in conjunction with consolidated financial statements for the financial year ended December 31, 2014 (including the notes thereto) and interim condensed consolidated financial statements for 3 and 12 month periods ended December 31, 2014 attached to this Report, as well as the information included in item 4 of this Report - Review of the operating and financial situation of Cyfrowy Polsat Group. Following the acquisition of Metelem Holding Company Limited on May 7, 2014, the consolidated financial statements for the financial year ended December 31, 2014 and the interim condensed consolidated financial statements for the 3 and 12-month periods ended December 31, 2014 of Cyfrowy Polsat Group consolidate the results of Metelem Holding Company Limited and its subsidiaries, including the telecommunications operator Polkomtel. In connection with the above we have modified the presentation of operating revenue and operating costs in the consolidated income statement. None of the introduced modifications have affected the amounts of revenue, costs, net profit for the period, EBITDA or total equity, presented by Cyfrowy Polsat Capital Group in previous periods. Selected financial data: from the consolidated income statement for the 3-month period ended December 31, 2014 and December 31, 2013 have been converted into euro at a rate of PLN per EUR 1.00, being the average of monthly average exchange rates announced by the NBP in the reporting period i.e. from October 1 to December 31, 2014; from the consolidated income statement and the consolidated cash flow statement for the 12-month period ended December 31, 2014 and December 31, 2013 have been converted into euro at a rate of PLN per EUR 1.00, being the average of monthly average exchange rates announced by the NBP in the reporting period i.e. from January 1 to December 31, 2014; from the consolidated balance sheet data as at December 31, 2014 and December 31, 2013 have been converted into euro at a rate of PLN per EUR 1.00 (average exchange rate published by NBP on December 31, 2014). Such translations shall not be viewed as a representation that such zloty amounts actually represent such euro amounts, or could be or could have been converted into euro at the rates indicated or at any other rate. It should be noted that data for the periods of 3 and 12- months ended December 31, 2014 are not fully comparable to data for the periods of 3 and 12-months ended December 31, 2013 due to the sale of shares in RS TV S.A. in August 2013 as well as the acquisition of shares of Metelem Holding Company Limited, the indirect parent of Polkomtel, on May 7, Furthermore, it should be noted that the consolidated income statements and the consolidated cash flow statements prepared by the Group for the 3 and 12-month periods ended December 31, 2014 consolidate the results of Metelem Group for the period from May 7, 2014 to December 31, 2014, thus they do not present a complete and up to date picture of the scale of activity of Cyfrowy Polsat Group. Furthermore, in 2013 the results of the company Polskie Media S.A., acquired on August 30, 2013, were consolidated since September 1, Given the formal merger of Polskie Media S.A. and Telewizja Polsat Sp. z o.o. on December 31, 2013, the elimination of the effect of consolidation of Polskie Media is not possible. December 31, 2014 December 31, 2013 mpln meur mpln meur Consolidated balance sheet Cash and cash equivalents* 1, Assets 27, , , ,331.7 Non-current liabilities 14, , , Current liabilities 4, Equity 9, , , Share capital * Includes cash and cash equivalents and restricted cash. 12

13 For the 12-month period ended December 31, 2014 December 31, 2013 mpln meur mpln meur Consolidated cash flow statement Net cash from operating activities 1, Net cash from/(used in) investment activities (133.8) (32.0) Net cash used in financial activities (1,542.9) (368.7) (596.5) (142.5) Net increase in cash and cash equivalents 1,

14 Consolidated income statement for the 3-month period ended December 31 for the 12-month period ended December mpln meur mpln meur mpln meur mpln meur Retail revenue 1, , , , Wholesale revenue , , Sale of equipment Other sales revenue Revenue 2, , , , Content costs (295.6) (70.2) (260.7) (61.9) (1,029.5) (246.0) (927.0) (221.5) Distribution, marketing, customer relation management and retention costs (218.3) (51.8) (92.4) (21.9) (612.7) (146.4) (332.0) (79.3) Depreciation, amortization, impairment and liquidation (443.8) (105.3) (68.6) (16.3) (1,295.9) (309.6) (256.4) (61.3) Technical costs and cost of settlements with mobile network operators (557.2) (132.2) (71.4) (16.9) (1,412.4) (337.5) (256.3) (61.2) Salaries and employee-related costs (150.9) (35.8) (53.2) (12.6) (421.7) (100.8) (178.6) (42.7) Cost of equipment sold (376.6) (89.4) (10.6) (2.5) (925.2) (221.1) (63.9) (15.3) Cost of debt collection services and bad debt allowance and receivables written off (27.5) (6.5) (7.2) (1.7) (67.6) (16.2) (28.2) (6.7) Other costs (55.5) (13.2) (27.6) (6.6) (212.1) (50.7) (115.3) (27.5) Total operating cost (2,125.4) (504.5) (591.7) (140.4) (5,977.1) (1,428.2) (2,157.7) (515.6) Other operating income, net (2.2) (0.5) (2.0) (0.5) Profit from operating activities , Gain/(loss) on investment activities, net (11.4) (2.7) Financial costs (379.2) (90.0) (22.8) (5.4) (1,146.0) (273.8) (216.0) (51.6) Share of the profit of a joint venture accounted for using the equity method Gross profit for the period Income tax (15.5) (3.7) (21.7) (5.2) (67.4) (16.1) Net profit for the period Basic and diluted earnings per share (not in millions) Weighted number of issued shares in PLN 639,546, ,352, ,024, ,352,836 Other consolidated financial data EBITDA (1) , , EBITDA margin 33.2% 33.2% 34.4% 34.4% 37.0% 37.0% 35.9% 35.9% Operating margin 15.6% 15.6% 25.8% 25.8% 19.5% 19.5% 27.1% 27.1% Capital expenditures, net (2) (1) We define EBITDA as net profit/(loss), as determined in accordance with IFRS, before depreciation and amortization (other than for programming rights), impairment charges and reversals on property, plant and equipment and intangible assets, net value of disposed property, plant and equipment and intangible assets, revenue obtained from interest, finance costs, positive/(negative) exchange rate differences, income taxes and share of net results of joint ventures. The reconciling item between EBITDA and reported operating profit/ (loss) is depreciation and amortization expense and impairment charges and reversals on property, plant and equipment and intangible assets and net value of disposed property, plant and equipment and intangible assets. We believe EBITDA serves as a useful supplementary financial indicator in measuring the profitability of media and telecommunication companies. EBITDA is not an IFRS measure and should not be considered as an alternative to IFRS measures of net profit/(loss), as an indicator of operating performance, as a measure of cash flow from operations under IFRS, or as an indicator of liquidity. You should note that EBITDA is not a uniform or standardized measure and the calculation of EBITDA, accordingly, may vary significantly from company to company, and by itself our presentation and calculation of EBITDA may not be comparable to that of other companies. (2) Capital expenditures, net represent payments for our investments in property, plant and equipment and intangible assets, reduced by income from the sale of fixed assets. It does not include expenditure on purchase of reception equipment leased to our customers, which are reflected in the cash flow from operating activities, or payments for telecommunication concessions. 14

15 1. CHARACTERISTICS OF CYFROWY POLSAT GROUP 1.1. Structure of Cyfrowy Polsat S.A. Capital Group The following table and graph below present the organizational structure of Cyfrowy Polsat S.A. Capital Group as at December 31, 2014, indicating the consolidation method. Company name Registered office Activity Share in voting rights (%) as at December 31, 2014 December 31, 2013 Parent Company Cyfrowy Polsat S.A. Łubinowa 4a, Warsaw Subsidiaries consolidated using the full consolidation method Cyfrowy Polsat Trade Marks Sp. z o.o. Cyfrowy Polsat Finance AB Telewizja Polsat Sp. z o.o. Polsat Media Biuro Reklamy Sp. z o.o. Sp. k. Polsat Media Biuro Reklamy Sp. z o.o. Nord License AS Polsat License Ltd. Polsat Ltd. Telewizja Polsat Holdings Sp. z o.o. Łubinowa 4a, Warsaw Stureplan 4C, 4 TR Stockholm, Sweden Ostrobramska 77, Warsaw radio, TV and telecommunication activities non-current assets and intellectual property rights management n/a n/a 100% 100% financial transactions 100% 100% broadcasting and television production 100% 100% Ostrobramska 77, Warsaw advertising activities 100% 100% Ostrobramska 77, Warsaw media 100% 100% Vollsvseien 13B, Lysaker Norway Poststrasse 9,6300 Zug Switzerland 238A King Street, London W6 0RF, Great Britain trade of programming licenses trade of programming licenses 100% 100% 100% 100% television broadcasting 100% - Ostrobramska 77, Warsaw holding activities 100% 100% Media-Biznes Sp. z o.o. Ostrobramska 77, Warsaw television activities 100% 100% Polsat Brands (einfache Gesellschaft) Poststrasse 9, 6300 Zug Switzerland intellectual property rights management 100% 100% INFO-TV-FM Sp. z o.o. Łubinowa 4a, Warsaw radio and TV activities 100% 100% Redefine Sp. z o.o. Poszkole.pl Sp. z o.o. Gery.pl Sp. z o.o. Frazpc.pl Sp. z o.o. Netshare Sp. z o.o. Stanów Zjednoczonych 61 A, Warsaw Stanów Zjednoczonych 61 A, Warsaw Stanów Zjednoczonych 61 A, Warsaw Stanów Zjednoczonych 61 A, Warsaw Stanów Zjednoczonych 61 A, Warsaw web portals activities 100% 100% web portals activities 100% 100% web portals activities 100% 100% web portals activities 100% 100% electronic media (Internet) advertising broker 100% 100% CPSPV1 Sp. z o.o. Łubinowa 4a, Warsaw technical services 100% 99% CPSPV2 Sp. z o.o. Łubinowa 4a, Warsaw technical services 100% 99% PL 2014 Sp. z o.o. Stanów Zjednoczonych 53, Warsaw other activity related to sports 100% 60% 15

16 Company name Registered office Activity Polsat Futbol Ltd. (1) Metelem Holding Company Limited (2) Eileme 1 AB (publ) (2) Eileme 2 AB (publ) (2) Eileme 3 AB (publ) (2) Eileme 4 AB (publ) (2) Office 1D, King Street London W6 0RF, UK Kostakis Pantelidi 1, 1010 Nicosia, Cyprus Stureplan 4C, Stockholm, Sweden Stureplan 4C, Stockholm, Sweden Stureplan 4C, Stockholm, Sweden Stureplan 4C, Stockholm, Sweden television activities holding and financial activities holding and financial activities holding and financial activities holding and financial activities Share in voting rights (%) as at December 31, 2014 December 31, % 100% - 100% - 100% - 100% - holding activities 100% - Polkomtel Sp. z o.o. (2) Postępu 3, Warsaw telecommunication activities 100% - Nordisk Polska Sp. z o.o. (2) Postępu 3, Warsaw telecommunication activities 100% - Polkomtel Finance AB (publ) (2) Norrlandsgatan 18, Stockholm, Sweden financial activities 100% - Liberty Poland S.A. (2) Katowicka 47, Chorzów telecommunication activities 100% - Polkomtel Business Development Sp. z o.o. (2) Plus TM Management Sp. z o.o. (2) LTE Holdings Limited (2) Plus TM Group Sp. z o.o. S.K.A. (2) Postępu 3, Warsaw Postępu 3, Warsaw Kostakis Pantelidi 1, 1010 Nicosia, Cyprus Postępu 3, Warsaw other activities supporting financial services telecommunication activities holding activities intellectual properties and similar items rental 100% - 100% - 100% 100% - Plus TM Group Sp. z o.o. (2) Postępu 3, Warsaw holding activities 100% - Subsidiaries consolidated using the equity method Polsat JimJam Ltd. Polski Operator Telewizyjny Sp. z o.o. (3) Salusbury Road London NW6 6RG, Great Britain Huculska 6, Warsaw television activities 50% 50% radio communications and radio diffusion 50% 50% - New Media Ventures Sp. z o.o. (2) Paszport Korzyści Sp. z o.o. (2) Wołoska 18, Warsaw Postępu 3, Warsaw (1) Polsat Futbol Ltd. was dissolved on January 21, 2014 (2) Company consolidated since May 7, 2014 (3) The company has suspended operations maintenance of loyalty programs maintenance of loyalty programs 49.97% - 49% - Additionally, the following entities were included in the consolidated financial statements for the 3 and 12-month periods ended December 31, 2014: Karpacka Telewizja Kablowa Sp. z o.o. (1) Registered office Activity Share in voting rights (%) as at December 31, 2014 December 31, 2013 Chorzowska 3, Radom dormant 99% 85% Litenite Limited (2) Kostakis Pantelidi 1, 1010 Nicosia, Cyprus holding company 49% - (1) Investment accounted for at cost less any accumulated impairment losses (2) Shares in Litenite Limited have been recognized as an investment in an affiliate without accounting for changes in results and net assets. 16

17 (General Partner) Report of the Management Board Structure of Cyfrowy Polsat Group as at December 31, CYFROWY POLSAT S.A. 100% 100% Cyfrow y Polsat Finance AB 100% Telew izja Polsat Sp. z o.o. 100% Gery.pl Sp. z o.o. (Limited Partner) Metelem Capital Holdings Limited Cyfrow y Polsat Trade Marks Sp. z o.o. 100% 100% Polsat Media Biuro 100% Frazpc.pl Sp. (Limited Partner) 100% Reklamy Sp. z o.o. z o.o. Eileme 1 AB (publ) CPSPV1 Sp. z o.o. 100% 100% 100% Netshare (Limited Partner) 100% PL 2014 Sp. z o.o. Sp. z o.o. Eileme 2 AB (publ) CPSPV2 Sp. z o.o. 100% 100% 100% Redefine 100% Polsat License Ltd. Eileme 3 AB (publ) Sp. z o.o. 1% 99% Polsat Brands 100% Poszkole (Limited Partner) 100% Eileme 4 AB (publ) (einfache Gesellschaft) Sp. z o.o. 100% Telew izja Polsat 99% Karpacka Telew izja 100% Holdings Sp. z o.o. Kablow a Sp. z o.o. Polkomtel Sp. z o.o. 100% Nord License AS Nordisk Polska Sp. z o.o. 100% 100% Polkomtel Business Development Sp. z o.o. INFO-TV-FM Sp. z o.o. 73.5% 100% Polsat Ltd. Polkomtel Finance AB (publ) 100% 49% Paszport Korzyści Sp. z o.o. 26.5% 100% Media-Biznes Sp. z o.o. Liberty Poland S.A. 100% 49.97% New Media Ventures Sp. z o.o. (Limited Partner) (Limited Partner) Polsat Media Biuro Reklamy Sp. z o.o. Sp. k. (Limited Partner) (General partner) 100% Plus TM Group Sp. z o.o. Plus TM Group Sp. z o.o. S.K.A 100% 100% 100% (Limited Partner) LTE Holdings Limited 49% Litenite Limited 50% Polsat JimJam Ltd. 100% Plus TM Management (General partner) Sp. z o.o. 50% Polski Operator Telew izyjny Shareholder Full consolidation method Sp. z o.o. Limited Partner Equity method General Partner Companies not subject to consolidation 17

18 Changes in the organizational structure of Cyfrowy Polsat S.A. Capital Group and their effects In 2014, the following changes were implemented to the structure of Cyfrowy Polsat Capital Group. These changes are the effect of acquisition as well as part of the process of optimizing the structure and processes realized within the Capital Group. Date January 21, 2014 May 7, 2014 May 14, 2014 May 22, 2014 May 23, 2014 May, May 27, 2014 July 27, 2014 August 6, 2014 Change Dissolution of Polsat Futbol Ltd. Acquisition of 100% of shares in Metelem Capital Holding Limited, indirect parent of Polkomtel. Increase of the share capital of Polkomtel s subsidiary Plus TM Group SKA on the grounds of the resolution of the Extraordinary Meeting of Shareholders of the company on the increase of the share capital to the amount of PLN m, adopted on December 23, As at the date of the publication of this report the Company holds indirectly, through Polkomtel and its subsidiaries 21,000 shares in the share capital of Plus TM Group SKA with the nominal value of PLN 50 each and the total nominal value of PLN m constituting 100% of the share capital of Plus TM Group SKA. Acquisition of 1% of shares in CPSPV1 Sp. z o.o. and 1% of shares in CPSPV2 Sp. z o.o. by Cyfrowy Polsat Trade Marks. In consequence of these transactions CPTM currently holds 100% shares in both CPSPV1 and CPSPV2. Increase of the share capital in Metelem and acquisition by Cyfrowy Polsat of 212,000 new, ordinary shares in Metelem, of the nominal value of EUR 1.00 (i.e. approx. PLN 4.15 at the average exchange rate of the Polish National Bank as at May 23, 2014) per share and the issue price of EUR 1,000 (i.e. approx. PLN at the average exchange rate of the Polish National Bank as at May 23, 2014) per share. Prior to the share capital increase in Metelem, the Company held 2,000,325 shares in Metelem with the nominal value of EUR 1.00 per share and the total nominal value of EUR 2,000,325 (i.e. approx. PLN 8,306, at the average exchange rate of the Polish National Bank as at May 23, 2014), representing 100% of the share capital of Metelem. At the date of this report, the Company holds 2,212,325 shares in Metelem with the nominal value of EUR 1.00 per share and the total nominal value of EUR 2,212,325 (i.e. approx. PLN 9,186, at the average exchange rate of the Polish National Bank as at May 23, 2014), which still represent 100% of the share capital of Metelem. Acquisition of shares in a subsidiary Karpacka Telewizja Kablowa Sp. z o.o. by Cyfrowy Polsat. In consequence of this transaction Cyfrowy Polsat currently holds 99% shares in Karpacka Telewizja Kablowa Sp. z o.o. Dissolution of LTE 6 Sp. z o.o., a subsidiary of Polkomtel, and its removal from the National Court Register. Acquisition of the remaining 50% of shares in the share capital of PL 2014 Sp. z o.o. by Telewizja Polsat, thereby increasing its share in the total number of votes in the company to 100%. Acquisition of 100% of shares in the share capital of Polsat Ltd. with its registered office in London, by Telewizja Polsat Holdings Sp. z o.o. Furthermore, on February 27, 2015 Telewizja Polsat acquired 100% of shares in the company Radio PIN S.A Who we are Cyfrowy Polsat Group is the largest provider of integrated multimedia services in Poland. We are the leading pay TV provider and one of the leading telecommunications operators. We are also one of Poland s leading private broadcasters in terms of both audience and advertising market shares. We offer a complete package of multimedia services designed for the entire family: pay TV via satellite, terrestrial and online broadcasting, mobile telephony and data transfer services, as well as broadband Internet access in 2G/3G and state-of-the-art LTE technologies. We also provide a wide array of wholesale services to other mobile networks and television operators. We operate in two business segments: segment of services to individual and business customers which relates to the provision of services to the general public and broadcasting and television production. In the segment of services to individual and business customers we provide services including digital television transmission signal, Internet access services, mobile TV services, online TV services, mobile services, wholesale services for other telecommunications operators as well as sales of telecommunication equipment and production of set-top boxes. As at December 31, 2014 we had 6.1 million contract customers, and companies from our Group provided a total of almost 16.5 million RGUs both contract and prepaid. Our broadcasting and television production segment consists mainly of production, acquisition and 18

19 broadcasting of information, sports and entertainment programs as well as TV series and feature films broadcast on television channels in Poland Segment of services to individual and business customers Pay TV We are the largest pay TV provider in Poland and a leading satellite platform in Europe in terms of the number of customers. Since 2006 we are the leader on the Polish market in terms of the number of active services as well as market share. As at December 31, 2014 we provided nearly 4.4 million active pay TV services (including almost 845 thousand Multiroom services). Our offer includes mainly digital pay TV services distributed directly to end-users via satellite through set-top boxes and satellite antennas. Our programming strategy is to offer a wide range of channels that appeal to the whole family, at attractive prices. At present we provide access to over 140 Polish language TV channels, including all of Poland s main terrestrial channels as well as general entertainment, sports, music, lifestyle, news/information, children s, education and movie channels. In addition, we offer our customers access to over 40 HD channels and also provide VOD/PPV, online TV, catch-up TV and Multrioom HD services. Online video The IPLA service offered by our Group is the leader of the Polish video online streaming market, both in terms of compatibility with a broad range of end-user devices (including computers, tablets, smartphones, TV sets with Internet access, set-top boxes, and game consoles) and in terms of content volume. IPLA also enjoys a leading position in terms of the number of users and the average time spent by a single user on watching streamed content. According to our data, in 2014 the average number of unique users of the IPLA website/application was approximately 4.3 million per month. Mobile telephony We provide mobile telephony services mainly through our subsidiary Polkomtel, Plus network operator. Polkomtel is one of the leading Polish mobile telecommunications network operators and the 2013 market leader in terms of revenue (according to the Report on the telecommunications market in Poland in 2013, published by UKE in June 2014). As at December 31, 2014 we provided almost 10.4 million mobile telephony services under both the post-paid and pre-paid models. We offer a comprehensive array of telecommunications services under the established umbrella brand Plus and our additional brand Plush. Our offer includes retail services, comprising contract and prepaid voice services as well as data transmission services encompassing basic mobile broadband services, MMS, as well as a Wireless Application Protocol portal (providing multimedia, localization and social networks) and comprehensive convergent telecommunication services for large businesses. Our retail mobile telephony offering is addressed to individual and business customers, including major corporate accounts, small and medium-sized enterprises, and the SOHO (Small Office/Home Office) segment. The offering is complemented by a range of value-added services, including entertainment and information. Additionally, our mobile telephony offer is complemented with a wide portfolio of handsets and smartphones, including devices which support the LTE technology. Broadband Internet In 2011, we were the first commercial service provider in Poland to launch an LTE-based broadband Internet access service, offering technical features and quality parameters which allows to compete effectively with fixed-line Internet services, thus meeting the increasing demand of consumers. In addition, LTE-based broadband access offers mobility, which is a feature that has been increasingly more popular among consumers. Currently LTE Internet and HSPA/HSPA+ Internet cover ca. 80% and nearly 100% of Poland s population, respectively. We offer broadband Internet in the contractual model under two alternative brands: Cyfrowy Polsat and Plus. In addition, we offer broadband Internet in the prepaid model. Our offering is complemented by a portfolio of dedicated devices (modems, routers, tablets, laptops, installation sets which allow better reception and distribution of signal via Wi-Fi within the house, etc.), including equipment, which supports the LTE technology. Such a wide offering allows us to address the needs of customers, who are interested in using mobile broadband Internet for its mobility as well as those customers, who want to substitute fixed-line Internet access at home or in the office. As at December 31, 2014 we provided almost 1.6 million broadband Internet access services. 19

20 Bundled services In keeping with the rapidly changing market environment and consumer expectations, we offer a complete and unique service package based on pay TV, mobile telephony and broadband Internet access. Those services can be combined freely on an as-needed basis. Our broad range of bundled services is offered through a diverse array of digital distribution platforms, such as television sets, mobile handsets, computers and tablets. smartdom As part of our strategy of integrating modern home products and services, Cyfrowy Polsat and Polkomtel launched smartdom (smarthome), a joint program which enables bundling of innovative services offered by both operators to the benefit of their customers. Under the new program, customers can combine, in a flexible way, such products as satellite TV, broadband LTE Internet, telephone, electricity and banking services, and make savings for each service added to their package. The program was launched in order to achieve revenue synergies expected in connection with the incorporation of Polkomtel into Cyfrowy Polsat Group. smartfirma On October 27, 2014 we launched a similar program addressed to business clients under the name smartfirma (smartcompany), which allows to combine mobile telephony, LTE Internet and fixed-line voice services. The program also includes PlusBank products, electric energy from Plus, as well as a wide portfolio of supplementary services which support and enhance business. Wholesale business As part of our wholesale business we provide services to other telecommunication operators (such as network interconnection, national and international roaming, services to MVNOs, shared access to network assets and lease of network infrastructure). Network interconnection Our telecommunications infrastructure used in interconnection cooperation enables us to effectively manage telecommunications traffic routing to all operators domestically and abroad. As at December 31, 2014 we were party to 25 interconnection agreements with national and international operators. Shared access to network assets and lease of telecommunications infrastructure As a consequence of significant capital expenditures in the past our subsidiary, Polkomtel, has an extensive telecommunications infrastructure, which allows to handle constantly increasing usage of telecommunication products and services. In order to optimize costs of maintenance of our infrastructure, we share access to network assets and lease components of our network infrastructure from and/or to other telecommunication providers on the Polish market. In particular, we cooperate with companies from Group Midas by providing mutual services, i.a. in the scope of sharing selected base stations, lease of area on their respective network installations and transmission of traffic by the party using the network from the base station to its core network. International roaming Within our wholesale business we provide international roaming services to foreign mobile operators that allow the customers of foreign mobile telecommunications network operators to use telecommunications services (including voice calls, text messaging and data transmission) when logged to Plus mobile network and outside their home network. We also enter into international roaming wholesale agreements in order to provide, both to our own customers and the customers of MVNOs, international roaming services in the networks of our roaming partners. National roaming and mobile virtual network operators (MVNOs) We provide wholesale access to our mobile telecommunications network based on different models of cooperation, which can be divided into two main groups: national roaming and MVNOs. 20

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