The Management Board of Cyfrowy Polsat S.A. (Company) announces that the Annual General Meeting of Cyfrowy Polsat S.A. was convened for May 19th, 2011 at 11.00 am at the Company's headquarters in Warsaw, at Łubinowa 4a Street.
Agenda of the Annual General Meeting:
1. Opening of the Annual General Meeting.
2. Election of the Chairman of the Annual General Meeting.
3. Making an attendance list, validation of correctness of convening the Annual General Meeting and its ability to adopt binding resolutions.
4. Appointment of the Ballot Committee.
5. Adoption of the agenda of the Annual Genera Meeting.
6. Management Board's presentation of the Management Board's Report on Company's activities in the fiscal year 2010, Company's financial statements for the fiscal year 2010, Management Board's Report on activities of the Cyfrowy Polsat Group in the fiscal year 2010, consolidated financial statements of the Cyfrowy Polsat Group for the fiscal year 2010.
7. The Supervisory Board's presentation of its statement on the evaluation of:
a) the Management Board's Report on Company's activities in the fiscal year 2010;
b) the Company's financial statements for the fiscal year 2010; and
c) the Management Board's motion regarding the distribution of profit generated in the fiscal year 2010.
8. The Supervisory Board's presentation of the evaluation of the Company's standing and the Management Board's activities.
9. Consideration and adoption of a resolution approving the Management Board's Report on the Company's activities in the fiscal year 2010.
10. Consideration and adoption of a resolution approving the Company's annual financial statements for the fiscal year 2010.
11. Consideration and adoption of a resolution approving the Management Board's Report on the Company Group's activities in the fiscal year 2010.
12. Consideration and adoption of a resolution approving the Company Group's consolidated annual financial statements for the fiscal year 2010.
13. Consideration and adoption of a resolution approving the Supervisory Board's Report for the fiscal year 2010.
14. Consideration and adoption of resolutions granting a vote of approval to members of the Management Board for the performance of their duties in the year 2010.
15. Consideration and adoption of resolutions granting a vote of approval to members of the Supervisory Board for the performance of their duties in the year 2010.
16. Adoption of a resolution on distribution of profits for the fiscal year 2010.
17. Adoption of a resolution regarding an issuance of bonds.
18. Adoption of a resolution regarding amendments to the Articles of Association.
Wording to date:
Art. 8
Share capital of the Company amounts to 10,733,000 (ten million seven hundred and thirty three thousand) zlotys, and is divided into 268,325,000 (two hundred and sixty eight million three hundred and twenty five thousand) shares of face value of four groszy (0.04 zlotys) each, including:
1. 2,500,000 (two million five hundred thousand) registered shares series A, privileged as to the voting rights, identified by the numbers A No. 1 - 2,500,000. Each A series share gives a right to two (2) votes in a General Meeting.
2. 2,500,000 (two million five hundred thousand) registered shares series B, privileged as to the voting rights identified by the numbers B No. 1 - 2,500,000. Each B series share gives a right to two (2) votes in a General Meeting.
3. 7,500,000 (seven million five hundred thousand) registered shares series C, privileged as to the voting rights identified by the numbers C No. 1 - 7,500,000. Each C series share gives a right to two (2) votes in a General Meeting.
4. 175,000,000 (one hundred seventy five million) shares series D, identified by the numbers D No. 1 - 175,000,000 including:
a) 166,917,501 (one hundred sixty six million, nine hundred seventeen thousand, five hundred and one) registered shares, privileged as to the voting rights in a manner that each of the shares entitles to two (2) votes in a General Meeting identified by the numbers D No. 1 - 166,917,501,
b) 8,082,499 (eight million, eighty two thousand, four hundred and ninety nine) bearer shares identified by the numbers D No. 166,917,502 - 175,000,000.
5. 75,000,000 (seventy five million) ordinary, bearer shares series E identified by the numbers E No. 1 - 75,000,000.
6. 5,825,000 (five million eight hundred twenty five thousand) ordinary, bearer shares series F identified by the numbers F No. 1 - 5,825,000.
Proposed wording:
Share capital of the Company amounts to 13,934,113.44 (thirteen million nine hundred thirty four thousand one hundred and thirteen 44/100) zlotys, and is divided into 348,352,836 (three hundred forty eight million three hundred fifty two thousand eight hundred and thirty six) shares of face value of four groszy (0.04 zlotys) each, including:
1. 2,500,000 (two million five hundred thousand) registered shares series A, privileged as to the voting rights, identified by the numbers A No. 1 - 2,500,000. Each A series share gives a right to two (2) votes in a General Meeting.
2. 2,500,000 (two million five hundred thousand) registered shares series B, privileged as to the voting rights identified by the numbers B No. 1 - 2,500,000. Each B series share gives a right to two (2) votes in a General Meeting.
3. 7,500,000 (seven million five hundred thousand) registered shares series C, privileged as to the voting rights identified by the numbers C No. 1 - 7,500,000. Each C series share gives a right to two (2) votes in a General Meeting.
4. 175,000,000 (one hundred seventy five million) shares series D, identified by the numbers D No. 1 - 175,000,000 including:
a) 166,917,501 (one hundred sixty six million nine hundred seventeen thousand five hundred and one) registered shares, privileged as to the voting rights in a manner that each of the shares entitles to two (2) votes in a General Meeting identified by the numbers D No. 1 - 166,917,501,
b) 8,082,499 (eight million eighty two thousand four hundred and ninety nine) bearer shares identified by the numbers D No. 166,917,502 - 175,000,000.
5. 75,000,000 (seventy five million) ordinary, bearer shares series E identified by the numbers E No. 1 - 75,000,000.
6. 5,825,000 (five million eight hundred twenty five thousand) ordinary, bearer shares series F identified by the numbers F No. 1 - 5,825,000.
7. 80,027,836 (eighty million twenty seven thousand eight hundred and thirty six) bearer shares identified by the numbers H No. 1 - 80,027,836.
19. Closing the Annual General Meeting.
The Management Board of the Company attaches to this current report:
1. An announcement concerning the convention of the Annual General Meeting for May 19, 2011 prepared pursuant to Article 402(2) of the Code of Commercial Companies.
2. Drafts of the resolutions to be adopted at the Annual General Meeting convened for May 19, 2011.
All information concerning the Annual General Meeting is available on the website of the Company at http://www.cyfrowypolsat.pl/ in the section For Investors in the tab Materials for the General Meeting.
Legal basis: Article 56 Section 1 Clause 2 of the Act of July 29, 2005 on public offering and the conditions of introducing financial instruments to an organized system of trading and on public companies in connection with § 38 Section 1 Clauses 1 and 3 of the Ordinance of the Minister of Finance of February 19, 2009 on current and periodic reports published by the issuers of securities and the conditions of recognizing as equal the information required by the laws of non-member states.
