The Management Board of Cyfrowy Polsat S.A. (Company) hereby informs that it convenes a Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna to be held on 23 April 2009 at 12.00 am in the Sheraton Hotel at B. Prusa 2, Warsaw.
The agenda of the meeting:
1. Opening of the Annual General Meeting.
2. Election of the Chairman of the Annual General Meeting.
3. Ascertaining appropriateness of convening the Annual General Meeting and its ability to pass resolutions.
4. Adoption of the agenda of the Annual General Meeting.
5. Election of the Ballot Committee.
6. Management Board's presentation of the report on activities of the Company in the fiscal year of 2008, presentation of the financial report of the Company for the fiscal year of 2008, Management Board's report on the activities of the capital group of the Company in the fiscal year of 2008, consolidated financial report of the capital group of the Company in the fiscal year of 2008 and Management Board's motion regarding allocation of the Company's profits for the fiscal year of 2008.
7. The Supervisory Board's presentation of evaluation of:
- Management Board's report on activities of the Company in the fiscal year of 2008;
- the financial report of the Company for the fiscal year of 2008; and
- Management Board's motion regarding allocation of the Company's profits for the fiscal year of 2008.
8. The Supervisory Board's presentation of the position of the Company and evaluation of the Management Board's activities.
9. Discussion and adoption of a resolution regarding approval of the Management Board's report on the activities of the Company in the fiscal year of 2008.
10. Discussion and adoption of a resolution regarding approval of the annual financial report of the Company for the fiscal year of 2008.
11. Discussion and adoption of a resolution regarding approval of the Management Board's report on the activities of the capital group of the Company in the fiscal year of 2008.
12. Discussion and adoption of a resolution regarding approval of the consolidated, annual financial report of the capital group of the Company for the fiscal year of 2008.
13. Discussion and adoption of a resolution regarding approval of the Supervisory Board's report for 2008.
14. Adoption of a resolution regarding allocation of profit for the fiscal year of 2008 and regarding dividend payout.
15. Adoption of a resolution granting the members of the Management Board the acknowledgement of the fulfillment of their duties in 2008.
16. Adoption of a resolution granting the members of the Supervisory Board the acknowledgement of the fulfillment of their duties in 2008.
17. Adoption of a resolution regarding determination of the number of members of the Supervisory Board and election of the members of the Supervisory Board for the new term.
18. Adoption of a resolution regarding changes to the Bylaws of the Annual General Meeting of the Company.
19. Adoption of a resolution regarding changes to the Articles of Association of the Company.
20. Adoption of a resolution regarding setting out the consolidated text of the Articles of Association of the Company.
21. Closing of the meeting.
The Management Board of the Company informs that pursuant to art. 406 § 1, art. 406 § 3 of the Commercial Companies' Code in relation to art. 9 section 3 of the law on trade in financial instruments (Journals of Law No. 183, item 1538 as amended), the following are entitled to participate in the Annual General Meeting: (i) holders of registered shares, who were entered into the share register, at least a week prior to the scheduled date of the Annual General Meeting, and (ii) owners of bearer shares, who submit, in the Company office, in Warsaw, at 4a Łubinowa Street, registered depository certificates, stating the number of shares held, and containing a statement the shares indicated in the content of the certificates have been locked on the investment account and shall not be subject to trade until the date of holding the Annual General Meeting.
Depository certificates are to be submitted at the registered office of the Company at Warsaw, 4a Łubinowa Street until 16 April 2009 at 9.00 - 17.00. hours. Registered depository certificates cannot be received back until the end of the Annual General Meeting.
Shareholders may participate in the Annual General Meeting and exercise their voting rights personally or through proxies. A power of attorney shall be granted in writing, lest it is void and null, submitted in original or in a duplicate.
A list of shareholders entitled to participate in the Annual General Meeting shall be displayed in the office of the Company for the period of three days prior to the date of the General Meeting.
Due to proposed amendments to the Articles of Association of the Company resulting from amendments to the Commercial Companies' Code, effective on 3 August 2009, below are presented the provisions to date and a draft of proposed amendments:
In art. 25 sections 4 through 7 of the following content shall be removed:
4. The Management Board convenes the Annual General Meeting.
5. The Supervisory Board convenes the Annual General Meeting in the case when the Management Board does not convene such an Annual General Meeting in the term set out in section 2.
6. The Supervisory Board convenes an Extraordinary General Meeting whenever it deems so advisable and the Management Board does not convene such a Meeting within 14 days of the Supervisory Board submitting a relevant motion.
7. A shareholder or shareholders representing at least 1/10 (one tenth) of the equity may request an Extraordinary Meeting to be convened and also request placing particular items on the agenda of the nearest Annual General Meeting. Relevant motions regarding above issues are to be submitted in writing before the Management Board.
Sentence two in the current version of art. 27 section 3 of the Articles of Association shall be removed:
The power of attorney must be given in writing lest it shall be null and void.
Art. 37 of the Articles of Association of the following content to date shall be removed:
1. Public information from the Company, required by the law, shall be published in the Monitor Sądowy i Gospodarczy.
2. Each public information of the Company is also to be displayed in the registered office of the Company.
The so far art. 38 of the Articles of Association shall then be art. 37.
Moreover, the following amendments to the Articles of Association are drafted:
Section 4, art. 11 of the following content shall be removed:
4. An increase or decrease in the equity is effected by means of resolution of the Annual General Meeting passed upon a motion of the Management Board, accepted by the Supervisory Board.
In art. 19, section 2, letter h) - the full stop shall be replaced with a comma.
In art. 19, section 2, after letter h), the letter i) shall be added with the following content:
i) granting consent to disburse a down-payment toward a future dividend to shareholders.
Sentence one in art. 35 receives marking as section 1, and section 2 is added with the following content:
The Management Board is authorized to disburse a down-payment towards the future dividend expected at the end of the fiscal year to shareholders.
Legal grounds § 38 sec. 1 point 1 of the Regulation of the Council of Ministers of 19 February 2009 concerning the submission of current periodical information by the securities' issuers and the conditions of recognizing as equal the information demanded by the national lawful regulation of a country which does not hold the membership in European Union
raport_biezacy_15_2009_eng.pdf 54.81 KB
