Registration of the amendment to the Statutes of Cyfrowy Polsat S.A.

Date: 
19 Jul 2024

The Management Board of Cyfrowy Polsat S.A. (the "Company') hereby informs, that on July 18, 2024 it was notified about the registration on July 18, 2024 by the District Court for the Capital City of Warsaw in Warsaw, XIV Business Division for the National Court Register of the amendment to the Statutes of the Company.

The Statutes of the Company were amended pursuant to resolution number 30 of the Annual General Meeting of the Company held on June 20, 2024 in such a way that the existing wording of the following articles was repealed:

  • Article 1 (3.15) and replaced with the following new wording: "[paragraph deleted];"
  • Article 1 (3.16) and replaced with the following new wording: "[paragraph deleted];"
  • Article 1 (3.18) and replaced with the following new wording: "[paragraph deleted];"
  • Article 1 (3.19) and replaced with the following new wording: „Qualified Legal Transaction - means any legal action that results or may result in a disposition or obligation of any kind to a single entity with a value exceeding at one time or on an annual basis PLN 3,000,000.00 net or the equivalent amount in other currencies. The Supervisory Board shall have the right to amend the above amount. An amendment of the above amount by the Supervisory Board shall not require an amendment of these Statutes. In the case of agreements for periodic benefits, i.e., inter alia, rental agreements and lease agreements, the calculation of the amount referred to above shall take into account the full period for which the agreement is to be concluded. The Supervisory Board may grant the Management Board temporary general consent to perform a specific Qualified Legal Action, while specifying its boundary conditions. In particularly justified cases, the Supervisory Board may exclude a specific legal action from the scope of a Qualified Legal Transaction;";
  • Article 1 (3.20) and replaced with the following new wording: "[paragraph deleted];"
  • Article 12 (4.1) and replaced with the following new wording: "The written statement referred to in paragraph 3 above shall be prepared by the members of the Company's Management Board and Supervisory Board in 1 copy, which they shall submit to: The President of the Company's Management Board with a copy to the Chairman of the Company's Supervisory Board and the law firm "Modrzejewski i Wspólnicy" sp. j. with its registered office in Warsaw or its respective successors in title (the "Law Firm"). The Law Firm shall coordinate the implementation of the obligation to make the statement provided for in paragraph 3 above.";
  • Article 13 (1.3) and replaced with the following new wording: "[paragraph deleted];"
  • Article 13 (8) and replaced with the following new wording: "The Management Board is required to cause the statutes and articles of association of Group companies to comply with the Company's Statutes to the fullest extent possible. In particular, the Management Board is obligated to ensure that the statutes and articles of association of the Company's direct or indirect subsidiaries provide that the performance of any Qualified Legal Transaction shall require the approval of the shareholders' meeting/general meeting or supervisory board of the subsidiary, while specifying for each subsidiary the materiality threshold of the Qualified Legal Transaction applicable to it, but not exceeding the amount specified for the Company.";
  • Article 18 (3) letter g) and replaced with the following new wording: "granting consent to any acquisition and disposal of real estate, perpetual usufruct or a share in real estate, as well as to the establishment of a limited right in rem on real estate, perpetual usufruct or a share in real estate, up to the amount determined in accordance with Article 1, sec. 3.19 of the Statutes,"
  • Article 18 (4) and replaced with the following new wording: "[paragraph deleted];"
  • Article 23 (2) letter l) and replaced with the following new wording: "consenting to any acquisition and disposal of real estate, perpetual usufruct or a share in real estate, as well as consenting to the establishment of a limited right in rem on real estate, perpetual usufruct or a share in real estate with a value in excess of the amount determined in accordance with Article 1, sec. 3.19 of the Statutes,"
  • Article 23 (3).

Based on resolution number 31 of the Annual General Meeting of the Company held on June 20, 2024, the consolidated text of the Company's Statutes was adopted, which the Company presents in its new wording in the attachment to this report.

Attachment: Statutes of Cyfrowy Polsat S.A. (.pdf)

 

Legal basis: Article 56 Section 1 item 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies in conjunction with § 5 Section 1 of the Ordinance of the Minister of Finance of March 29, 2018 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.

Attached files: 
Category: 
Report Number: 
15/2024
Last updated 07/19/2024