Q3 2010 and 9M 2010 results and acquisition of Telewizja Polsat 15 November 2010 Disclaimer This presentation (the "Presentation ") has been prepared by Cyfrowy Polsat S.A. (the "Company ") for information purposes only. The information contained in the Presentation will not constitute, or form a part of any offer for the sale of the Company's shares, nor will any such information form the basis for any contract(s) in respect thereof. In particular, this Presentation does not constitute an offer within the meaning of Article 66 of the Polish Civil Code, the Public Offering Act or any other binding provision of the Polish Law. Any direct or indirect sale of the Company's shares shall be made, if made, in compliance with all applicable laws and regulations. All information and opinions contained in the Presentation have been provided by the Company. 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Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future . These forward -looking statements are made only as at the date of the Presentation . The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless otherwise required by the applicable provisions of law. The Company cautions you that forward-looking statements are not guarantees of future performance and that its actual financial position, business strategy, plans and objectives of the management for future operations may differ materially from those made in or suggested by the forward- looking statements contained in this Presentation. In addition, even if the Company's financial position, business strategy, plans and objectives of the management for future operations are consistent with the forward-looking statements contained in the Presentation, those results or developments may not be indicative of results or developments in future periods. The Company 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 the Company, or should facts or events occur that affect the Company’s strategy or intentions, unless such reporting obligations arise under applicable laws and regulations. The historical financial information relating to Telewizja Polsat S.A. included in the Presentation was prepared in accordance with the Polish Accounting Standards. The historical financial information relating to the Company was prepared in accordance with International Financial Reporting Standards. Any pro-forma assessment, as well as any combination of Telewizja Polsat’s financial results with the financial results of the Company may be incomplete or inaccurate due to the differences between the two sets of standards. This Presentation does not constitute a prospectus in the meaning of Directive 2003/71/EC of the European Parliament and of the Council (the "Prospectus Directive ") and related Community Legislation, including European Commission Prospectus Regulation No. 809/2004/EC (the "Prospectus Regulation "). This Presentation is not an offering document for the purposes of offering securities or other interests under any national legislation of any jurisdiction. The shares of the Company have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act ") or with any securities regulatory authority in the United States and may not be offered, sold or pledged or otherwise transferred within the United States or to U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the securities act and in compliance with any applicable state securities laws or those of any other jurisdiction of the United States. 2 1 Q3 2010 results Dynamic growth in operational results 30 September 30 September Change Change 2010 2009 % Number of DTH subscribers 3,277,936 2,916,750 12.4% 361,186 Number of subscribers 2,595,572 2,342,932 10.8% 252,640 Family Package Number of subscribers 682,364 573,818 18.9% 108,546 Mini Package Number of MVNO users 59,806 35,538 68% 24,268 Number of internet users 15,167 - - - Source: Interim condensed consolidated financial statements for the 3 and 9 month period ended 30 September 2010 and internal analysis 4 ARPU growth and stabilized churn rate Q3’ 10 Change 9M’ 10 Change ARPU (PLN) 35.5 3.5% 35.8 3.8% ARPU Family Package 41.9 4.0% 42.0 4.5% ARPU Mini Package 11.1 19.4% 10.9 22.5% Q3’ 10 Change Churn rate 10.2% 2.2pp Churn rate of Family Package 11.6% 2.4pp Churn rate of Mini Package 4.3% 2.1pp Source: Interim condensed consolidated financial statements for the 3 and 9 month period ended 30 September 2010 and internal analysis 5 Strong financial results Q3’ 10 Change 9M’ 10 Change Revenues (PLN m) 366 16% 1,118 19% EBITDA (PLN m) 104 25% 335 32% EBITDA margin 28.5% 2.2pp 30.3% 3.0pp Net profit (PLN m) 68 14% 222 17% Note: Financial results for 2010 includes results of M.Punkt Holdings Ltd., which are not included in financial results for 2009 Source: Interim condensed consolidated financial statements for the 3 and 9 month period ended 30 September 2010 and internal analysis 6 2 The transaction Creating the largest media group in Poland Cyfrowy Polsat is acquiring 100% of Telewizja Polsat Compelling rationale for Cyfrowy Polsat investors Positioning for market leadership and innovation: better able to compete in the Polish market Superior growth prospects, with diversification, benefiting from a changing market environment Short-term synergies and medium/long-term strategic benefits EPS neutral by 2012, before synergies Attractive valuation Target completion March 2011, subject to Financing EGM approval 8 Key terms of the transaction Telewizja Cyfrowy Polsat is acquiring BANKS Polsat Telewizja Polsat for PLN 3.75 bn shareholders (equity value) 100% Cash Financing Ownership Cash of PLN 2.6 bn and Warrants warrants of PLN 1.15 bn to the shareholders of Telewizja Polsat Assuming all assets and liabilities 100% shares of of Telewizja Polsat Telewizja Polsat (including net cash of PLN 150 m) 9 Becoming the leader in Polish media 2009 Revenues (PLN m) 2 500 2 324 2 210 2 123 2 000 1045 1 500 1 279 1 110 1 000 870 1279 536 500 420 174 77 23 0 CP + TV TVP TVN Cyfra+ Agora UPC Multimedia Aster HBO Polskie Telewizja Polsat Polska Media Puls Source: KRS, Companies …and changing the landscape 10 The new group structure Cyfrowy Polsat S.A. 100% 100% 100% M.Punkt Holdings Ltd. (currently being merged with Cyfrowy Polsat S.A.) Cyfrowy Polsat Telewizja Polsat S.A. Technology Sp z o.o. 100% Telewizja Polsat’s subsidiaries …Telewizja Polsat will be consolidated for accounting purposes in Q1 2011 11 Our valuation approach Peer group valuations (x) 25 21.6 Value based on trading 20 15.0 multiples for listed European 15 12.4 11.8 peers, multiples for comparable 10 European transactions and 5 a DCF valuation 0 CME CTC Media TVN TV Polsat EV/EBITDA'10 All methodologies imply Note: Data as at 12 November 2010 Source: Company, Bloomberg an attractive valuation Relevant transactions (x) 20 16.4 Independent valuation 15 13.2 opinion commissioned 10 from KPMG concludes 5 acquisition is at ‘fair value’ 0 Median for comparable transactions (2) TV Polsat (3) EV / EBITDA(1) (1) Based on historical EBITDA values of the acquired companies (2) Including significant minority stake acquisitions (3) Based on historical last 12 months EBITDA as at 30 June 2010 12 Source: Company, Thomson Banker Changes in ownership structure Before the transaction (1) Number of warrants to be issued expected to be 80,027,836 34.8% Polaris Finance B.V. Public shareholders Assuming exercise price of 65.2% PLN 14.37 based on the 3M weighted average share price as at 12 November (1) 2010 After the transaction New shares will constitute Polaris Finance B.V. 23.0% of the share capital 26.8% Telewizja Polsat's shareholders and 15.2% of voting rights 50.2% Public shareholders The new shares will trade 23.0% on WSE on completion Note: (1) Share capital; share of public shareholders in votes before and after the transaction equals to 23.6% and 20.0% respectively 13 New Boards of Telewizja Polsat Supervisory Board Management Board Zygmunt Solorz-Żak Mirosław Błaszczyk Chairman of the Supervisory Board President of the Management Board, CEO Heronim Ruta Eryk Walkiewicz Member of the Supervisory Board Member of the Management Board, CFO Dominik Libicki Maciej Stec Member of the Supervisory Board Member of the Management Board, Sales Director Tomasz Szeląg Member of the Supervisory Board Nina Terentiew-Kraśko Member of the Management Board, Programming Director 14 Financing Loan facilities of approx.