The Management Board of Cyfrowy Polsat S.A. (the “Company”) hereby notifies that the Company’s Extraordinary General Meeting is to be held on 16 January 2015, at 11.00 a.m. CET, in Warsaw, at the registered office of the Company at ul. Łubinowa 4A.
Agenda of the Extraordinary General Meeting:
1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairman of the Extraordinary General Meeting.
3. Drawing up an attendance list, confirming that the Extraordinary General Meeting has been properly convened and is able to adopt valid resolutions.
4. Appointment of the Ballot Counting Committee.
5. Adoption of the agenda of the Extraordinary General Meeting.
6. Adoption of the resolution on the bond issue program of the Company.
7. Adoption of the resolution on the amendments to the Company’s Articles of Association.
8. Closing of the Extraordinary General Meeting.
Suggested amendments to the Company's Article of Association:
1. In Article 7 of the Company’s Articles of Association, immediately following Section 34, Section 35 shall be added reading as follows:
“35. activities of intermediaries and agents organizing the sales of electricity through distribution systems, operated by other entities.”
2. In Article 11 of the Company’s Articles of Association, immediately following Section 3, Section 4 shall be added reading as follows:
“4. The Company may issue convertible bonds.”
3. In Article 14 of the Company’s Articles of Association, immediately following Section 3, Section 4 shall be added reading as follows:
“The Supervisory Board determines the division of responsibilities among the members of the Management Board.”
4. Amendment of Art. 15.1 of the Company’s Articles of Association:
Current wording:
“1. The Management Board shall be composed of 1 (one) or more members, including the President of the Board and the Vice-President of the Board.”
Proposed wording:
“1. The Management Board shall consist of 1 (one) or more members, including the President and Vice-President or Vice-Presidents of the Management Board.”
5. Amendment of Art. 16 of the Company’s Articles of Association:
Current wording:
“Art. 16. The following are entitled to issue statements on behalf of the Company:
- in the case of one person board - the President of the Board acting solely,
- in the case of a group board - the President of the Board acting solely, the Vice-President of the Board acting jointly with a proxy, or a member of the board acting jointly with a proxy.”
Proposed wording:
„Art. 16. The following individuals shall be authorized to make statements on behalf of the Company:
- if the Management Board consists of one member – the President of the Management board, acting individually;
- if the Management Board consists of more than one member – the President of the Management Board, acting individually; a Vice-President of the Management Board, acting jointly with a Management Board member or another Vice-President; two Management Board members, acting jointly; two Vice-Presidents acting jointly; a Vice-President, acting jointly with a registered proxy; or a Management Board member acting jointly with a registered proxy.”
6. Amendment of Art. 24(j) of the Company’s Articles of Association:
Current wording:
“j) issuance of bonds,”
Proposed wording:
“j) issuance of convertible bonds or seniority bonds,”
The Management Board of the Company encloses to this current report:
1. Notice of the Extraordinary General Meeting prepared pursuant to Article 402(2) of the Commercial Companies Code.
2. Draft resolutions to be adopted by the Extraordinary General Meeting convened on 16 January 2015.
The Company makes all information concerning the Extraordinary General Meeting available on its website at http://www.cyfrowypolsat.pl/, subpage: Investor Relations, tab: General Shareholders Meeting/Materials.
Legal basis: Article 56 Section 1 Clause 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies in conjunction with § 38 Section 1 Clauses 1 and 3 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent.
