According to the current report number 23/2009 dated 24 April 2009 - Content of resolutions adopted by the Annual General Meeting of Cyfrowy Polsat S.A. on 23 April 2009 - The Management Board of Cyfrowy Polsat S.A. (Company') hereby informs that on 25 May 2009 it become aware of registration on 18 May 2009 by the District Court in Warsaw, the XIII Commercial Division National Court Register of changes to the Articles of Association of the Company. The changes to the Articles of Association of the Company were amended based on the resolution number 30 the Annual General Shareholders Meeting of Cyfrowy Polsat S.A. dated 23 April 2009.
The Articles of Association of Company were change as follows:
Section 4, art. 11 of the following content was removed:
4. An increase or decrease in the equity is effected by means of resolution of the Annual General meeting passed upon a motion of the Management Board, accepted by the Supervisory Board.
1. In art. 19, section 2, letter h) - the full stop was replaced with a comma.
2. In art. 19, section 2, after letter h), the letter i) was added with the following content:
i) granting consent to disburse a down-payment toward a future dividend to shareholders.
In art. 25 sections 4 through 7 of the following content was removed:
4. The Management Board convenes the Annual General Meeting.
5. The Supervisory Board convenes the Annual General Meeting in the case when the Management Board does not convene such an Annual General Meeting in the term set out in section 2.
6. The Supervisory Board convenes an Extraordinary General Meeting whenever it deems so advisable and the Management Board does not convene such a Meeting within 14 days of the Supervisory Board submitting a relevant motion.
7. A shareholder or shareholders representing at least 1/10 (one tenth) of the equity may request an Extraordinary Meeting to be convened and also request placing particular items on the agenda of the nearest Annual General Meeting. Relevant motions regarding above issues are to be submitted in writing before the Management Board.
Sentence two in the current version of art. 27 section 3 of the Articles of Association was removed:
The representation must be granted in a written form, otherwise it shall be null and void.
Sentence one in art. 35 receives marking as section 1, and section 2 was added with the following content:
2. The Management Board is authorized to disburse a down-payment towards the future dividend expected at the end of the fiscal year to shareholders.
Art. 37 of the Articles of Association of the following content was removed:
1. Public information from the Company, required by the law, shall be published in the Monitor Sądowy i Gospodarczy.
2. Each public information of the Company is also to be displayed in the registered office of the Company.
The so far art. 38 of the Articles of Association then it is art. 37.
The consolidated text of the Articles of Association of the Company set by the resolution no 31 the Annual General Shareholders Meeting of Cyfrowy Polsat S.A. dated 23 April 2009 is in the annex to this current report.
Legal grounds § 38 sec. 1 point 2 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
raport_biezacy_23_2009_eng.pdf 11.17 KB
