TVN and Canal+ to merge their Polish pay-TV activities

ITI Group and TVN Group form a Strategic Partnership with Canal+ Group; TVN Group and Canal+ Group to combine their Polish pay-TV business with a subscriber base in excess of 2.5 million

LUXEMBOURG — Further to its announcement on 27 October 2011 ITI Holdings S.A. (“ITI Group”), Poland’s leading media and entertainment group, is pleased to confirm that, together with TVN S.A. (“TVN”), they have agreed on the key principles of their partnership and are in exclusive negotiations with CANAL+ Group to finalize the creation of their strategic partnership in Poland.

The TVN Group and Canal+ Group are expected to merge their Polish pay-TV activities in a joint venture in order to create a common DTH platform in Poland. The TVN Group will combine its subsidiary ITI Neovision with Cyfra+ in exchange for a significant minority stake in the combined entity. No cash payment by the TVN Group is contemplated. The combined DTH platform will have a subscriber base in excess of 2.5 million and will benefit from the effects of scale and efficiency enhancements. Subscribers to the joint DTH platform will benefit from the deployment of the latest technology and access to the broadest HD offering in the Polish market and be able to benefit fully from the introduction of 3D television.

By combining the Polish pay-TV assets of TVN Group and Canal+ Group, TVN Group continues to meet the challenges of a converging media world and its premium offering will deliver the best available entertainment experience to its customers. The TVN Group and the combined pay-TV platform will plan to enter into partnership agreements in content development, production and exploitation in the Polish market.

Concurrently with the combination of the pay-TV assets, Canal+ Group is to acquire a significant minority stake in N-Vision B.V., the parent company of Polish Television Holding B.V. (“PTH”), which in turn holds the 51% majority stake in TVN, whereby the Canal+ Group has been granted an option to acquire the remaining portion of the controlling stake in TVN over time from ITI Group.

The partnership thus also serves to secure continuity and development of the TVN Group on the Polish content production, broadcasting and pay-TV markets. The partnership enables the Parties to capture the full value of the combinations on both the revenue and cost side for the mutual benefit of all stakeholders in the ITI Group, TVN Group and Canal+ Group respectively.

TVN is the leading Polish commercial television broadcaster owning and operating ten television channels, the digital pay-TV platform “n” and Onet, Poland’s largest and most popular internet portal. TVN Group’s successful convergence strategy has created one of the most innovative media groups in Europe. TVN has been listed on the Warsaw Stock Exchange (WSE ticker: TVN) since December 2004 and is part of the WIG 20 index.

CANAL+ Group is the leading pay-TV group in France. It is France’s leading operator in premium and theme-channel publishing and in bundling and distributing pay-TV offerings. A pioneer in the new uses of television, it is also a major player in film production and distribution. CANAL+ Group is also a major player in Poland through Canal+ Cyfrowy (Cyfra+), the second largest digital pay-TV platform with 1.5 million subscribers.