Decision on merger of Cyfrowy Polsat S.A. with M.Punkt Holdings Ltd

31 Jul 2010

The Management Board of Cyfrowy Polsat S.A. ("Company') hereby informs that on 30 July 2010 it resolved to merge with. M.Punkt Holdings Ltd ("Ceasing company ") seated in Nicosia, Cyprus, in which Cyfrowy Polsat S.A. holds 100% of share capital and approved cross-border merger plan.

Cyfrowy Polsat S.A. is the largest provider of pay DTH satellite television broadcasting services in Poland with 3.239.755 subscribers as of 31 March 2010. Its core business is to provide individual customers with access to television and radio channels grouped into different paid programming packages and transmitted via satellite. Cyfrowy Polsat S.A. sells its satellite broadcasting services throughout Poland.  On 1 June 2010  it launched  its multi-play offer. This service enables its customers to  purchase all three services - television, Internet and mobile telephony services - under one contract, one subscription and one invoice.

Spółka M.Punkt Holdings Ltd., is an owner of mPunkt Polska S.A. seated in Warsaw ("mPunkt"), specializing in the distribution of goods and services for mobile telephony. mPunkt has over 140  outlets and own training center.

The cross-border merger will allow to optimize costs and simplify the organizational structure of Cyfrowy Polsat Group which is required in order to realize its medium and long term strategy.

The cross-border merger plan, prepared in accordance with article. 491and further, in particular Articles 516¹-516¹8 ) of the Commercial Companies Code of 15 September 2000 ( Cross-border mergers of joint-stock companies) and with Sections 201 I to 201 of the Cyprus Companies Law, Cap 113, amended by Section II Law N.186(I)/2007. The cross-border merger will result in:

i. M.Punkt Holdings Ltd shall be terminated without liquidation, and
ii. Cyfrowy Polsat S.A. will take over, by the way of universal succession, the Ceasing company's assets and liabilities, including, in particular the ownership of share capital in mPunkt Polska S.A.

The cross-border merger plan, prepared in accordance with article 5163 the Commercial Companies Code is attached to this current report . The cross-border merger plan is not liable to an auditing by auditor accordance with article 516 § 5 the Commercial Companies Code in relation to article 516¹ the Commercial Companies Code.

Legal basis: § 5 sec. 1 point 13 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

The cross-border merger plan (.pdf)

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Last updated 10/21/2014