The Management Board of CYFROWY POLSAT S.A. (CYFROWY POLSAT or ACQUIRING COMPANY) acting on the basis of Article 504 § 1 and § 2 in connection with Article 5161 of the Polish Code of Commercial Companies (CCC), notifies its shareholders about the planned cross-border merger of Cyfrowy Polsat and M.Punkt Holdings Limited, with its registered office in Nicosia, Cyprus, address: Themistokli Dervi 3, P.C. 1066, Nicosia, Cyprus, entered to the Registrar of Companies under the number 125353 (MPH or ACQUIRED COMPANY).
The merger will take effect through:
(i) transfer to the Acquiring Company - as the sole shareholder of the Acquired Company - of all assets of the Acquired Company, in particular the ownership of the share capital of mPunkt Polska S.A. with its registered office in Warsaw, by way of universal succession, and
(ii) dissolving of the Acquired Company without going into liquidation,
pursuant to provisions of Article 492 §1 point 1) CCC in connection with Article 51615 CCC and Article 516¹ CCC and of Section 201 I of the Companies Law, Cap. 113 of The Republic of Cyprus amended by Section II of Law 186(I) of 2007 (CYPRIOT COMPANIES LAW) and the provisions of Article 2 (2) (c) of the Directive 2005/56/CE of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of companies (Official Journal L 310, 25/11/2005 P.0001-0009).
As a result of the merger, Cyfrowy Polsat - according to Art. 494 § 1 of CCC in connection with Article 5161 CCC and Section 201U of the Cyprus Companies Law - shall assume, as of the merger date, all the rights and obligations of MPH.
Considering that all of the shares in the Acquired Company are held by the Acquiring Company, pursuant to Article 515 § 1 CCC in connection with Article 516¹ CCC, the merger will be effected without increasing the Acquiring Company's share capital.
Once the merger is effected Cyfrowy Polsat will be a company which resulted from a cross-border merger and will not change its legal form, name or registered office in connection with the merger.
The detailed rules of the merger were stated in the Draft Terms of Merger which was agreed on 30th of July, 2010 and was published on 11th August 2010 in the Monitor Sądowy i Gospodarczy (Court and Business Gazette) No 155/2010, item 10111.
At the same time, the Management Board of Cyfrowy Polsat informs that the following documents:
1. the Draft Terms of Merger,
2. the balance sheets and the reports of management boards on the Companies' business activity for the last three financial years with an opinion and auditor's report, if such opinion or report was drawn up,
3. the report justifying the merger drawn up the Management Board of Cyfrowy Polsat,
(MERGER DOCUMENTS) are available to the shareholders and employees of Cyfrowy Polsat, for the time period starting from 13 August 2010 until 14 September 2010.
The Merger Documents are available for inspection in Cyfrowy Polsat's registered office in Warsaw, address: ul. Łubinowa 4A, in building B1, room 118, from Monday till Friday from 9 a.m. until 4 p.m.
The shareholders and employees of Cyfrowy Polsat may request access to copies of the Merger Documents in the office of Cyfrowy Polsat.
The hereby notification is the second notification.
Warsaw, dnia 27 sierpnia 2010 r.