Registration of merger of Cyfrowy Polsat S.A. with mPunkt Polska S.A.

01 Jun 2011

The Management Board of Cyfrowy Polsat S.A. (Cyfrowy Polsat or Acquiring Company) announces that on May 31, 2011 it received a decision of the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division for the National Court Register dated May 31, 2011 regarding the registration of merger of the Company with mPunkt Polska S.A. seated in Warsaw, address: Domaniewska 37, 02-672 Warsaw, Poland, registered in entrepreneurs register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division of the National Court Register, under the number KRS 0000246160 (MPP or Ceasing company).

Cyfrowy Polsat S.A. is the largest, in terms of the number of subscribers, provider of pay DTH satellite television broadcasting services in Poland. 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, and from June 1, 2010 also to provide integrated services - television, Internet and mobile telephony.

mPunkt Polska S.A. specializes in the distribution of telecommunication goods and services.

The merger was effected by:

(i) transferring to Acquiring Company - as the sole shareholder of Ceasing company - all  the assets of Ceasing Company by the way of universal succession, and

(ii) termination of Ceasing Company without liquidation,

in accordance with article 492 §1 item 1) KSH.

As a result of the merger, Cyfrowy Polsat - in accordance with article 494 §1 KSH - assumed all rights and obligations of MPP, effective on the date of the merger.

Given that before the merger, Acquiring Company held all the shares of Ceasing Company, and according to article 515 §1 KSH, the merger was effected without increasing the share capital of Acquiring Company.

The detailed terms of the merger, were specified in the Merger Plan prepared on March 21, 2011 and published on April 1, 2011 in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no 3620/2011, item 3908.

The merger was performed 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.

Legal basis: Article 56 Section 1 item 2 of the Offering Act in connection with § 5 Section 1 item 14 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.

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Last updated 10/21/2014