Cyfrowy Polsat SaGPW: CPS

Report on the Remuneration of the Management Board and the Supervisory Board Members of Cyfrowy Polsat S.A. in the year 2025

· Issued by Cyfrowy Polsat SA


Report on the Remuneration of the Management Board and the Supervisory Board Members of Cyfrowy Polsat S.A. for 2025

Warsaw, 13 May 2026

  1. Introduction

    The present report on the remuneration of the Management Board Members and the Supervisory Board Members of Cyfrowy Polsat S.A. has been prepared by the Supervisory Board of Cyfrowy Polsat S.A. (hereinafter the "Company", "Cyfrowy Polsat") in accordance with Art. 90g of the Act of 29 July 2005 on Public Offering and Terms of Introduction of Financial Instruments to an Organized Trading System and on Public Companies.

    The report contains a review of the remuneration and of all the benefits which were received by and which were due to individual Members of the Management Board and of the Supervisory Board of Cyfrowy Polsat. The report covers the financial year 2025.

    The Remuneration Policy for the Management Board and Supervisory Board Members of Cyfrowy Polsat S.A. was adopted on 20 June 2024 by means of Resolution no. 29 of the Annual General Meeting of Shareholders of Cyfrowy Polsat S.A. (hereinafter "the Remuneration Policy").

    The Remuneration Policy document is available on the website of Cyfrowy Polsat Capital Group , in the tab "Corporate Governance": https://grupapolsatplus.pl/sites/default/files/polityka_wynagrodzen_eng.pdf

    In the period from 1 January 2025 to 21 July 2025, the composition of the Company's Management Board was as follows:

    • Mr. Mirosław Błaszczyk - President of the Management Board;

    • Mr. Maciej Stec - Vice-President of the Management Board;

    • Mr. Jacek Felczykowski - Management Board Member;

    • Ms. Aneta Jaskólska - Management Board Member;

    • Ms. Agnieszka Odorowicz - Management Board Member;

    • Ms. Katarzyna Ostap-Tomann - Management Board Member.

      In the period from 22 July 2025 to 23 December 2025 the composition of the Management Board was as follows:

    • Mr. Andrzej Abramczuk - President of the Management Board;

    • Mr. Maciej Stec - Vice-President of the Management Board;

    • Mr. Jacek Felczykowski - Management Board Member;

    • Ms. Aneta Jaskólska - Management Board Member;

    • Ms. Agnieszka Odorowicz - Management Board Member;

    • Ms. Katarzyna Ostap-Tomann - Management Board Member.

      Then, in the period from 23 December 2025 to 29 December 2025 the Management Board's composition was as presented below:

    • Mr. Piotr Żak - President of the Management Board;

    • Mr. Maciej Stec - Vice-President of the Management Board;

    • Mr. Jacek Felczykowski - Management Board Member;

    • Ms. Aneta Jaskólska - Management Board Member;

    • Ms. Agnieszka Odorowicz - Management Board Member;

    • Ms. Katarzyna Ostap-Tomann - Management Board Member.

      Whereas with effect from 29 December 2025 the following persons are the Company's Management Board:

    • Mr. Piotr Żak - President of the Management Board;

    • Mr. Maciej Stec - Vice-President of the Management Board;

    • Mr. Andrzej Abramczuk - Management Board Member;

    • Mr. Bartłomiej Drywa - Management Board Member;

    • Mr. Jacek Felczykowski - Management Board Member;

    • Ms. Aneta Jaskólska - Management Board Member (till 1 April 2026);

    • Ms. Agnieszka Odorowicz - Management Board Member;

    • Ms. Katarzyna Ostap-Tomann - Management Board Member.

      As of 31 December 2025, the composition of the Company's Supervisory Board was as follows:

    • Daniel Kaczorowski - Chairman of the Supervisory Board;

    • Ms. Aleksandra Żak - Vice-Chairperson of the Supervisory Board

    • Mr. Tobias Solorz - Vice-Chairperson of the Supervisory Board;

    • Mr. Jarosław Grzesiak - Supervisory Board Member;

    • Mr. Marek Grzybowski - Independent Supervisory Board Member;

    • Mr. Piotr Muszyński - Supervisory Board Member;

    • Mr. Alojzy Nowak - Independent Supervisory Board Member;

    • Ms. Marta Poślad - Supervisory Board Member;

    • Mr. Tomasz Szeląg - Supervisory Board Member.

    In 2025 the following changes were made as regards Supervisory Board membership:

    1. On 21 July 2025, the Company's shareholder, TiVi Foundation with registered office in Rugell in Liechtenstein, while exercising the personal right to appoint and dismiss the Chairman of the Supervisory Board (Art. 19, sect. 2 of the Company's Articles of Association), dismissed Mr. Zygmunt Solorz from the position of the Supervisory Board Chairman and appointed Mr. Daniel Kaczorowski in his place on July 22nd 2025.

    2. On 30 October 2025, the Extraordinary General Meeting of the Company, by virtue of Resolution no. 4 of the Extraordinary General Meeting of Cyfrowy Polsat S.A., dismissed Ms. Justyna Magdalena Kulka, who acted as the Vice-Chairperson of the Supervisory Board, from the Company's Supervisory Board.

    3. On 29 December 2025 the Extraordinary General Meeting of the Company, by virtue of Resolution no. 4 of the Extraordinary General Meeting of Cyfrowy Polsat S.A., dismissed Mr. Józef Birka, who acted as a Supervisory Board Member, from the Company's Supervisory Board.

    4. On that same date, i.e. on 29 December 2025, the Extraordinary General Meeting adopted Resolutions no. 5, 6, 7, 8 and 9 by virtue of which the following were appointed to the Company's Supervisory Board:

      • Mr. Tobias Solorz to the position of the Vice-Chairperson of the Supervisory Board;

      • Ms. Aleksandra Żak to the position of the Vice-Chairperson of the Supervisory Board;

      • Mr. Jarosław Grzesiak to the position of a Supervisory Board Member;

      • Ms. Marta Poślad to the position of a Supervisory Board Member; and

      • Mr. Piotr Muszyński to the position of a Supervisory Board Member.

  2. Report on the remuneration obtained by individual Management Board Members and Supervisory Board Members
    1. Remuneration of Management Board Members

      Fixed remuneration is paid to a Management Board Member on account of the position held or based on an employment relation. The position of a Company's Management Board Member is held by virtue of a corporate relationship. The employment relation may take the form of a work relation based on an employment contract concluded for a defined or undefined period of time, or it may be an employment relation based on election or work under a non-employment contract.

      By adopting a resolution, the Supervisory Board may grant a discretionary award (a bonus) to a Management Board Member.

      Total remuneration with division into the components mentioned in Article 90g, section 2, point 1 of the Act on Public Offering, as well as the shares of respective components of the remuneration

      Table 1. Total remuneration of the Management Board Members of Cyfrowy Polsat, including the remuneration on account of management and supervisory positions held in the companies which are members of Cyfrowy Polsat S.A. Capital Group (in thousands PLN)

      First and last name

      Position

      Year

      Fixed remuneration

      Basic Benefits remuneration

      [1] [2]

      Variable remuneration

      Short-term Long-term incentives - incentives

      annual

      [3] [4]

      Additional remuneration

      [5]

      Pension plans

      [6]

      Total remuneration

      [1+2+3+4+5+6]

      Share of fixed to

      variable remuneration

      [(1+2) / (3+4)]

      Piotr Żak

      President of the Management Board (from 23 December

      2025)

      2025

      70

      -

      123

      -

      -

      -

      193

      36% / 64%

      Mirosław Błaszczyk President of the Management Board (till 21 July 2025)

      2025

      760

      175

      -

      -

      -

      -

      935

      100% / 0%

      Maciej Stec

      Vice-President of the Management Board

      2025

      3 932

      210

      1 780

      -

      -

      -

      5 922

      70% / 30%

      Andrzej Abramczuk Management Board Member (from 29

      December 2025)

      President of the Management Board

      (from 22 July to 23

      December 2025)

      2025

      425

      39

      2 339

      -

      -

      -

      2 803

      17% / 83%

      Bartłomiej Drywa Management Board Member

      (from 29 December

      2025)

      2025

      -

      -

      6

      -

      -

      -

      6

      0% / 100%

      Jacek Felczykowski Management Board Member

      2025

      1 080

      102

      1 500

      -

      -

      -

      2 682

      44% / 56%

      Aneta Jaskólska Management Board Member

      2025

      1 080

      130

      2 000

      -

      -

      -

      3 210

      38% / 62%

      Agnieszka Odorowicz Management Board Member

      2025

      720

      119

      800

      -

      -

      -

      1 639

      51% / 49%

      Katarzyna Ostap-Tomann Management Board Member

      2025

      1 108

      125

      2 200

      -

      -

      -

      3 433

      36% / 64%

      Other non-wage benefits

      Management Board Members are entitled to use company cars in line with the procedures which apply to all employees. When using company cars for private purposes, Management Board Members are charged for such use on the terms which are analogous to the terms applicable to other employees. The costs of depreciation and use of company cars are included in the Table no. 1 of the present report.

      Management Board Members are guaranteed a Directors and Officers Liability Insurance provided as part of the Company's group insurance.

      By buying a prepaid medical care package, offered as an element of a group contract for medical services, Management Board Members may enjoy the healthcare services offered to a Management Board Member or the members of his/her family. In 2025, Mr. Mirosław Błaszczyk (during the time he sat on the Management Board) as well as Mr. Jacek Felczykowski and Ms. Aneta Jaskólska used medical care services dedicated to family members. The respective amounts for these medical services are presented in Table 1 of this report.

      No additional pension scheme exists in the Company and Management Board Members are not covered by any such a scheme.

      Remuneration obtained from the entities being members of the same capital group, as defined by the Accountancy Act of 29 September 1994

      Table 2. Remuneration of the Management Board Members of the Company obtained in the companies which are members of Cyfrowy Polsat S.A. Capital Group, as isolated from the amounts found in Table 1 (in PLN thousand)

      First and last name Position

      Year

      Fixed remuneration

      Basic Benefits remuneration

      [1] [2]

      Variable remuneration

      Short-term Long-term incentives - incentives

      annual

      [3] [4]

      Additional remuneration

      [5]

      Pension plans

      [6]

      Total remuneration

      [1+2+3+4 +5+6]

      Share of fixed to

      variable remuneration/

      [(1+2) / (3+4)]

      Piotr Żak

      President of the Management Board (from 23 December

      2025)

      2025

      70

      -

      123

      -

      -

      -

      193

      36% / 64%

      Mirosław Błaszczyk President of the Management Board (till 21 July 2025)

      2025

      727

      175

      -

      -

      -

      -

      902

      100% / 0%

      Maciej Stec

      Vice-President of the Management Board

      2025

      3 512

      -

      -

      -

      -

      -

      3 512

      100% / 0%

      Andrzej Abramczuk Management Board Member (from 29

      December 2025)

      President of the Management Board

      (from 22 July to 23

      December 2025)

      2025

      425

      39

      1 439

      -

      -

      -

      1 903

      24% / 76%

      Bartłomiej Drywa Management Board Member

      (from 29 December

      2025)

      2025

      -

      -

      6

      -

      -

      -

      6

      0% / 100%

      Jacek Felczykowski Management Board Member

      2025

      720

      102

      750

      -

      -

      -

      1 572

      52% / 48%

      Aneta Jaskólska Management Board Member

      2025

      456

      123

      1 000

      -

      -

      -

      1 579

      37% / 63%

      Agnieszka Odorowicz Management Board Member

      2025

      0

      0

      0

      -

      -

      -

      0

      0% / 0%

      Katarzyna Ostap-Tomann Management Board Member

      2025

      604

      125

      2 100

      -

      -

      -

      2 829

      26% / 74%

    2. Remuneration of Supervisory Board Members

      Supervisory Board Members are paid fixed remuneration on account of their functions. The remuneration may differ depending on the function a given individual has in the Supervisory Board.

      The amounts of the remuneration of Supervisory Board Members are defined by the General Meeting.

      Other non-wage benefits

      Supervisory Board Members are entitled to use company cars in line with the procedures which apply to all employees. When using company cars for private purposes, Supervisory Board Members are charged for such use on the terms which are analogous to the terms applicable to other employees. The costs of depreciation and use of company cars are included in Table no. 3 and Table no. 4 of the present report.

      Total remuneration with division into the components which are mentioned in the Article 90g, section 2, point 1 of the Act on Public Offering, as well as the ratios between the respective components of the remuneration

      Table 3. Remuneration of Supervisory Board Members on account of sitting on the Supervisory Board of Cyfrowy Polsat (in PLN thousand)

      First and last name Position

      Year

      Fixed remuneration

      Basic Benefits remuneration

      [1] [2]

      Variable remuneration

      Short-term Long-term incentives - incentives

      annual

      [3] [4]

      Additional remuneration

      [5]

      Pension plans

      [6]

      Total remuneration

      [1+2+3+4+5+6]

      Share of the fixed to variable remuneration

      [(1+2) / (3+4)]

      Daniel Kaczorowski Chairman of the Supervisory Board (from 22 July 2025)

      2025

      106

      52

      -

      -

      -

      -

      158

      100% / 0%

      Zygmunt Solorz Chairman of the Supervisory Board (till 21 July 2025)

      2025

      140

      -

      -

      -

      -

      -

      140

      100% / 0%

      Aleksandra Żak

      Vice-Chairperson of the Supervisory Board

      (from 29 December 2025)

      2025

      0

      -

      -

      -

      -

      -

      0

      0% / 0%

      Tobias Solorz

      Vice-Chairman of the Supervisory Board

      (from 29 December 2025)

      2025

      0

      -

      -

      -

      -

      -

      0

      0% / 0%

      Justyna Kulka Vice-Chairperson of the Supervisory Board

      (till 30 October 2025)

      2025

      150

      -

      -

      -

      -

      -

      150

      100% / 0%

      Józef Birka Supervisory Board

      Member (till 29 December 2025)

      2025

      180

      -

      -

      -

      -

      -

      180

      100% / 0%

      Jarosław Grzesiak Supervisory Board Member

      (from 29 December 2025)

      2025

      0

      -

      -

      -

      -

      -

      0

      0% / 0%

      Marek Grzybowski Independent Supervisory Board Member

      2025

      180

      -

      -

      -

      -

      -

      180

      100% / 0%

      Piotr Muszyński Supervisory Board Member (from 29

      December 2025)

      2025

      0

      -

      -

      -

      -

      -

      0

      0% / 0%

      Alojzy Nowak Independent Supervisory Board Member

      2025

      75

      -

      -

      -

      -

      -

      75

      0% / 0%

      Marta Poślad Supervisory Board Member

      2025

      0

      -

      -

      -

      -

      -

      0

      0% / 0%

      Tomasz Szeląg Supervisory Board Member

      2025

      180

      -

      -

      -

      -

      -

      180

      100% / 0%

      Remuneration obtained from the entities being members of the same capital group, as defined by the Accountancy Act of 29 September 1994.

      - - -

      - - -

      - - - -

      - - -

      - - -

      - - -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      -

      Table 4. Remuneration of the Supervisory Board Members of Cyfrowy Polsat S.A. obtained in the companies which are members of the capital group (in PLN thousand)

      Fixed remuneration

      Variable remuneration

      Additional remuneration

      [5]

      Pension plans

      [6]

      Total remuneration

      [1+2+3+4+5+6]

      Share of the fixed

      to variable remuneration [(1+2) / (3+4)]

      First and last name Position

      Year

      Basic remuneration

      [1]

      Benefits

      [2]

      Short-term incentive

      s -annual

      [3]

      Long-term incentives

      [4]

      Daniel Kaczorowski Chairman of the Supervisory Board

      (from 22 July 2025)

      2025

      854

      -

      -

      854

      100% / 0%

      Zygmunt Solorz Chairman of the Supervisory Board (till 21 July 2025)

      2025

      6 300

      225

      -

      6 525

      100% / 0%

      Aleksandra Żak

      Vice-Chairperson of the Supervisory Board

      (from 29 December 2025)

      2025

      0

      -

      0

      0% / 0%

      Tobias Solorz

      Vice-Chairman of the Supervisory Board

      (from 29 December 2025)

      2025

      5

      -

      -

      5

      100% / 0%

      Justyna Kulka Vice-Chairperson of the Supervisory Board

      (till 30 October 2025)

      2025

      7 156

      176

      -

      7 332

      100% / 0%

      Józef Birka Supervisory Board

      Member (till 29 December 2025)

      2025

      1 320

      221

      -

      1 541

      100% / 0%

      Jarosław Grzesiak Supervisory Board Member

      (from 29 December 2025)

      2025

      4

      -

      4

      100% / 0%

      Marek Grzybowski Independent Supervisory Board Member

      2025

      0

      -

      0

      100% / 0%

      Piotr Muszyński Supervisory Board Member (from 29

      December 2025)

      2025

      0

      -

      0

      0% / 0%

      Alojzy Nowak Independent Supervisory Board Member

      2025

      0

      -

      0

      0% / 0%

      Marta Poślad Supervisory Board Member

      2025

      0

      -

      0

      0% / 0%

      Tomasz Szeląg Supervisory Board Member

      2025

      5 206

      219

      -

      5 425

      100% / 0%

    3. Financial instruments granted or offered

      No financial instruments were either granted or offered to the Management Board Members or the Supervisory Board Members in 2025.

    4. Information on exercising the option of requesting repayment of the variable components of the remuneration

      The Remuneration Policy in place does not provide for the possibility of deferring the payment of any variable components of remuneration or for requesting their repayment.

  3. Explanation of compliance of the total remuneration with the adopted Remuneration Policy, including explanation of the manner in which it contributes to the accomplishment of the Company's long-term goals

    The remuneration is paid out by the Company to the Management Board and Supervisory Board Members exclusively in compliance with the Remuneration Policy.

    The Remuneration Policy is intended to ensure sustainable growth of the Company's value. The accomplishment of this goal by the Management Board and the Supervisory Board requires - among others -relevant structuring of the remuneration of the Management Board Members and Supervisory Board Members on account of their overall duties.

    The above is achieved by restricting the remuneration of these individuals to a fixed part, which they receive for the fulfillment of their duties related to the general operation of the Company, without limiting their activity to the pursuit of specific selected goals only. Volatility of the market, social and economic situation as well as the need for flexible response to emerging risks and business opportunities provide no justification for setting such fixed goals.

    In the case of Management Board Members, the need for flexible response to the changing situation and the emerging challenges, when required, is addressed by the possibility of awarding of bonuses to them. Such an approach guarantees flexibility in assurance of stable existence of the Company and pursuit of its long-term interests.

  4. Information on the manner in which the result-related criteria have been applied

    The amount of the bonus, which is awarded for a given calendar year in line with the provisions of the Remuneration Policy, is defined by the Supervisory Board for each Management Board Member individually and based on discretionary criteria, while taking into account the current results and the pursuit of the longterm interests of the Company and of the Company's Capital Group.

  5. Information regarding deviations from the procedure of implementation of the Remuneration Policy and deviations applied in accordance with Art. 90f of the Act on Public Offering, including an explanation of the underlying reasons and an indication of the elements from which such deviations occurred

    According to the Supervisory Board's best knowledge, no deviations from the procedure of implementation of the Remuneration Policy were noted.

    Cyfrowy Polsat S.A.

    2021

    2022

    2023

    2024

    2025

    Costs associated with the Management [PLN million]

    8.7

    12.5

    8.6

    7.5

    8.3

    Board 1) Change YoY [%]

    4.8%

    43.7%

    -31.2%

    -12.8%

    10.7%

    Costs associated with the Supervisory [PLN million]

    1.59

    1.50

    1.40

    1.25

    1.06

    Board 1) Change YoY [%]

    7.4%

    -5.7%

    -6.3%

    -10.7%

    -15.2%

    Average remuneration of employees in [PLN]

    8.529.1

    8.998.7

    9.638.1

    9.996.0

    10.589.3

    PLN 2) Change YoY [%]

    2.9%

    5.5%

    7.1%

    3.7%

    5.9%

    Performance indicators of Cyfrowy Polsat S.A. Capital Group

    [PLN million]

    Change YoY [%]

    12.444.0

    4.0%

    12.915.3

    3.8%

    13.626.3

    5.5%

    14.265.9

    4.7%

    14.323.6

    0.4%

    [PLN million]

    Change YoY [%]

    7.699.6

    83.7%

    3.471.2

    -54.9%

    3.231.2

    -6.9%

    3.437.6

    6.4%

    3.016.5

    -12.2%

    [PLN million]

    Change YoY [%]

    4.414.5

    285.1%

    901.1

    -79.6%

    311.6

    -65.4%

    777.3

    149.5%

    -2.602.60

    -434.8%

    [PLN billion]

    Change YoY [%]

    22.2

    14.4%

    11.3

    -49.1%

    7.9

    -30.1%

    9.0

    13.9%

    7.8

    -13.3%

  6. Information regarding the change, in a yearly perspective, of the remuneration, the performance (results) as well as the average remuneration of the employees who are neither Management Board Members, nor Supervisory Board Members, in the timeframe of at least five past financial years

    Revenue EBITDA

    Net profit / (loss) for the period

    Capitalization 3)

    1. Remuneration obtained in Cyfrowy Polsat S.A., excluding the remuneration obtained from subsidiaries.

    2. Average remuneration of employees of Cyfrowy Polsat S.A. - headcount status as of the end of a given year, excluding Management Board and Supervisory Board Members. Gross monthly base salary per FTE.

    3. Capitalization at the end of the period.

  7. Information regarding the adoption of the Resolution of the Annual General Meeting of the Company on the report on the remuneration of Management Board Members and Supervisory Board Members for the year 2024

On 26 June 2025, the General Meeting of Shareholders adopted Resolution no. 8 regarding the report on the remuneration of the Management Board and the Supervisory Board Members for the year 2024, approving the report without any comments which would have to be included in this report.

Daniel Kaczorowski

Supervisory Board Chairman Cyfrowy Polsat S.A.

Aleksandra Żak

Vice-Chairperson of the Supervisory Board Cyfrowy Polsat S.A.

Tobias Solorz

Vice-Chairman of the Supervisory Board

Cyfrowy Polsat S.A.

Marek Grzybowski

Supervisory Board Member Cyfrowy Polsat S.A.

Alojzy Nowak

Supervisory Board Member Cyfrowy Polsat S.A.

Tomasz Szeląg

Supervisory Board Member Cyfrowy Polsat S.A.

Jarosław Grzesiak

Supervisory Board Member Cyfrowy Polsat S.A.

Marta Poślad

Supervisory Board Member Cyfrowy Polsat S.A.

Piotr Muszyński Supervisory Board Member Cyfrowy Polsat S.A.

Warsaw, on 13 May 2026

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