Introduction

MANAGEMENT BOARD OF CYFROWY POLSAT

Our Management Board currently consists of four Members. There were no changes to the composition of the Management Board in 2012. The members of the Management Board were appointed for a three-year term of office in 2010.

Composition of the Management Board

The table below presents names, surnames, positions, year of appointment and year of expiry of the current term of office of each Management Board member.

As at December 31st 2012.

Dominik Libicki
Mr Libicki has been President of the Management Board of Cyfrowy Polsat S.A. since March 2001. He also sits on the Supervisory Board of Telewizja Polsat Sp. z o.o., and is President of the Management Board of INFO-TV-FM Sp. z o.o. He has served as Vice-President of the Management Board of the Union of Private Media Employers of the Polish Confederation of Private Employers ‘Lewiatan‘ since February 2005. His previous career was mainly in the television production industry. He was Managing Director at PAI Film. He also ran his own company, Studio Meg, which produced television advertising spots and television programmes. In 2005-2006, Mr Libicki served as Member, and in 2006-2008 as Vice-Chairman of the Supervisory Board of Polska Telefonia Cyfrowa Sp. z o.o., the operator of the Era mobile telephony network (presently T-Mobile). From May 1999 to March 2011, he sat on the Supervisory Board of Polskie Media S.A. Mr Libicki graduated from the Faculty of Environmental Engineering of the Wrocław University of Technology. He completed a training course for members of supervisory boards of state-owned companies, organised by the Polish Ministry of Economy.

Dariusz Działkowski
Mr Działkowski has been Member of the Management Board in charge of Technology since August 2007. He has served as Technical Director of Cyfrowy Polsat S.A. since November 2001. He is also Member of the Management Boards of INFO-TV-FM Sp. z o.o., Redefine Sp. z o.o., Netshare Sp. z o.o., Gery.pl Sp. z o.o. and Frazpc.pl Sp. z o.o. Mr Działkowski’s career included the positions of Technical Director at Canal+ and Services Sales Department Manager at Ericsson. He is one of the founders of Centrum Telemarketingowe Sp. z o.o. Mr Działkowski graduated from the Faculty of Electronics of the Warsaw University of Technology with a degree in radio and television broadcasting technology. He also holds an MBA degree from the University of Maryland.

Aneta Jaskólska
Ms Jaskólska has been Member of the Management Board of Cyfrowy Polsat S.A. since July 2010. As Member of the Management Board she is responsible for the Legal Department, Administration Department, Human Resources Department and Information Protection and Security Department. Ms Jaskólska is also Member of the Management Boards of Cyfrowy Polsat Trade Marks Sp. z o.o., INFO-TV-FM Sp. z o.o., Redefine Sp. z o.o., Netshare Sp. z o.o., Gery.pl Sp. z o.o. and Frazpc.pl Sp. z o.o. She has been Director of the Legal and Regulatory Department of Cyfrowy Polsat S.A. since 2007. Between 2004 and 2007, she served as Commercial Proxy and Director of Legal Department of UPC Polska Sp. z o.o. Ms Jaskólska has more than ten years of experience in the provision of advisory and legal services to large corporate clients. She graduated from the Faculty of Law and Administration of the University of Warsaw and completed legal counsel training with the District Chamber of Legal Counsels in Warsaw, receiving the licence to practice as a legal counsel. Ms Jaskólska also holds a degree in Copyright, Publishing and Press Law from the Faculty of Management and Social Communication of the Jagiellonian University.

Tomasz Szeląg
Mr Szeląg has been Member of the Management Board in charge of Finance since May 2009. Mr Szeląg is also Member of the Management Board of Telewizja Polsat Sp. z o.o., President of the Management Board of Cyfrowy Polsat Trade Marks Sp. z o.o., as well as Member of the Management Boards of Cyfrowy Polsat Finance AB, INFO-TV-FM Sp. z o.o., Redefine Sp. z o.o., Netshare Sp. z o.o., Gery.pl Sp. z o.o. and Frazpc.pl Sp. z o.o. Before joining Cyfrowy Polsat, Mr Szeląg was Vice-President of the Management Board in charge of Finance at Telefonia Dialog S.A. Before that, he served as Director of the Wrocław Branch of Société Générale Bank, Director of the Security Department and Director of the Research and Market Risk Department of KGHM Polska Miedź S.A. He graduated from the Faculty of National Economy of the Wrocław University of Economics, with a degree in International Economic and Political Relations, specialisation in Foreign Trade. He holds a PhD degree in Economics.

SUPERVISORY BOARD OF CYFROWY POLSAT

The Supervisory Board consists of five Members. The composition of the Supervisory Board remained unchanged throughout 2012. On June 5th 2012, the General Meeting reappointed all the existing Members of the Supervisory Board for another three-year term of office.

¹ Meets the independence criteria as defined in Section III.6 the Code of Best Practice for WSE Listed Companies.

Zygmunt Solorz-Żak
Mr Solorz-Żak is one of the most prominent private entrepreneurs in Poland, active in various business sectors of Poland’s economy. At the end of the 1980s, he founded Przedsiębiorstwo Zagraniczne SOLPOL, a foreign trade enterprise. At the beginning of the 1990s, Mr Solorz-Żak entered the media sector by investing in ’Kurier Polski’, a daily newspaper. In 1993, Mr Solorz-Żak launched Polsat, the first private satellite television station in Poland, which was later that year awarded a broadcasting licence and transformed into a nationwide television channel. Within the first few years of its operations, Telewizja Polsat became one of the leaders of the TV broadcasting market in Poland. Currently, Mr Solorz-Żak focuses his business activities on the media and telecommunication sectors, where he operates mainly through such companies as Cyfrowy Polsat S.A. (being also its founder), Telewizja Polsat Sp. z o.o., Polkomtel Sp. z o.o. (in which he is the President of the Management Board) and the Midas Group. Mr Solorz-Żak’s investment interests also extend to companies from the sectors of energy (ZE PAK S.A), banking and finance (Invest-Bank S.A.), property development (Port Praski Sp. z o.o.) and sports (WKS Śląsk Wrocław S.A.). Mr Solorz-Żak has many years’ experience in serving on the governing bodies of commercial-law companies, which includes positions of chairman or member of the supervisory boards of such companies as Telewizja Polsat Sp. z o.o., Midas S.A., Invest Bank S.A. and ZE PAK S.A.

Robert Gwiazdowski
Mr Gwiazdowski holds a post-doctoral degree of Habilitated Doctor (doctor habilitatus) in law. He has been a licenced investment adviser since 1997. Mr Gwiazdowski is also an arbiter in arbitration proceedings and a judge of the Stock Exchange Court at the Warsaw Stock Exchange. He is the President of Adam Smith Centre. From 1985 to 2006, he was a faculty member at the University of Warsaw (research assistant and then assistant professor at the Faculty of Law and Administration). In 1992-2002, he was a partner in the legal firm Smoktunowicz & Falandysz. In 1994-2004, he was Head of Tax Commission of the Adam Smith Centre. Since 2002, he has provided legal/tax and financial/economic advisory services as a sole trader, operating under the name of Gwiazdowski Consulting. Mr Gwiazdowski appears on Polish television and radio as a commentator on tax and economic issues and is also the author of numerous research publications and articles. He serves as Member of the Supervisory Board of Gemius S.A., MNI S.A. (an independent member of the Supervisory Board) and DGA S.A.

Andrzej Papis
Mr Papis is a legal counsel. He graduated from the Faculty of Law and Administration of the University of Warsaw and completed legal counsel training with the District Chamber of Legal Counsels in Warsaw. From 1998 to 1999, he was an assistant in the team of Prof. M. Kulesza in charge of Poland’s administration reform and then an associate of the Government Plenipotentiary Office for Implementation of the General Health Insurance Programme. He has worked as a lawyer for Telewizja Polsat Sp. z o.o. since 2000 and for Inwestycje Polskie Sp. z o.o. since 2001. He has served as Member of the Management Board of TFP Sp. z o.o. since 2003, Member of the Supervisory Board of Elektrim S.A. since 2004, and Member of the Supervisory Board of Cyfrowy Polsat S.A. since 2007. In 2007-2010, he sat on the Supervisory Board of Media-Biznes Sp. z o.o. In 2011, Mr Papis was appointed to the Supervisory Board of Polkomtel Sp. z o.o.

Leszek Reksa
Mr Reksa graduated from the Foreign Trade Faculty of the Central School of Planning and Statistics in Warsaw (currently Warsaw School of Economics). He has many years’ professional experience in managerial positions at various companies. He has worked in managerial positions in the banking sector for almost 15 years (at a large banking institution). He also has many years’ experience in serving on the governing bodies of commercial-law companies, which includes the positions of President of the Management Board of PHU BIMOT S.A., Member of the Supervisory Board of Bankowy Fundusz Leasingowy S.A., and Member of the Supervisory Board of Zakłady Azotowe Kędzierzyn S.A.

Heronim Ruta
Mr Ruta graduated from the Faculty of Electrical Engineering of the Warsaw University of Technology. He is employed by Ster Sp. z o.o. and sits on the Supervisory Boards of Invest Bank S.A., PAI Media S.A., Gurex S.A. and Telewizja Polsat Sp. z o.o., and also on the Management Board of Diasen Ltd. In 1973-1978, he was a trainee and then an electrical technology specialist at Zakłady Tworzyw Sztucznych Pronit Erg (a plastics processing plant). From 1978 to 1979, he was a specialist supervising the development of an experimental car for ultrasonic detection of cracks in rail tracks at the National Railway Technology Research Centre. In 1980, Mr Ruta worked for Cementation International Limited, designing the electrical layout for the Marriott Hotel in Warsaw. In 1980-1987, he was head of Wytwórczo-Usługowa Spółdzielnia Pracy (a production and services cooperative). In 1987, he founded Herom Sp. z o.o., where he was President until 1992. From 1992 to 1994, he was President of Ster Sp. z o.o. In 1991-1998, Mr Ruta ran his own business as a sole trader, which involved trading in electronic equipment and development of a network of television broadcasting transmitters for Telewizja Polsat S.A. In 2002-2005, he was Member of the Management Board of Polaris Finance B.V. From 2002 to 2004, he was Member of the Supervisory Board of Uzdaroji Akcine Bendrove ’Baltijos Televizja’. Since November 2011, he has been Chairman of the Supervisory Board of Polkomtel Sp. z o.o.