The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby informs that on June 28, 2018 the Annual General Meeting (the “AGM”) resolved that the Supervisory Board of the new term will consist of seven members and appointed the following persons to the Company’s Supervisory Board: Mr. Józef Birka, Mr. Robert Gwiazdowski, Mr. Marek Kapuściński, Mr. Aleksander Myszka, Mr. Leszek Reksa, Mr. Tomasz Szeląg and Mr. Piotr Żak.
The curricula vitae of the members of the Supervisory Board are attached in an attachment to this current report.
Furthermore, in connection with the appointment of the Supervisory Board for a subsequent three-year term of office by the AGM, the Supervisory Board, acting in accordance with § 20 item 3 of the Articles of Association of the Company, during its meeting held on June 28, 2018 elected Mr. Marek Kapuściński as the Chairman of the Supervisory Board.
At the same meeting, the Supervisory Board, acting in accordance with § 7 sec. 1 of the Regulations of the Supervisory Board of the Company, appointed its members to the Audit Committee and the Remuneration Committee.
The Audit Committee comprises: Mr. Robert Gwiazdowski, Chairman of the Audit Committee, Mr. Leszek Reksa and Mr. Tomasz Szeląg.
The Remuneration Committee comprises: Mr. Tomasz Szeląg, Chairman of the Remuneration Committee, and Mr. Marek Kapuściński.
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 § 5 Section 5 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.
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Attachment with CVs of Supervisory Board members
Józef Birka is an advocate and graduate of the Faculty of Law of Wroclaw University. He has been associated with Telewizja Polsat S.A. since its inception, he was in charge of the function of the President of the Management Board of Telewizja Polsat during the first licensing procedure granting terrestrial license to broadcast the first independent countrywide TV channel in Poland. Since its establishment, he is a Member of the Board of the POLSAT Foundation, one of the largest non-governmental organizations operating in Poland.
Mr. Józef Birka has extensive experience of working in statutory bodies of commercial-law companies. He joined the Company’s Supervisory Board of the previous term of office in April 2015. He is a Member of the Supervisory Boards of Telewizja Polsat, Polkomtel and Elektrim S.A. Between 2004 and 2006 he was also in the Supervisory Board Member of Polska Telefonia Cyfrowa Sp. z o.o. He acted actively in the Association of Private Media Employers, incorporated into Polish Confederation of Private Employers "Lewiatan.” He was honored by the Polish Bar Council with a medal “Commendable Service to the Advocates Bar.”
Beside the activities mentioned above, Mr. Józef Birka does not conduct any activities competitive to the operations of the Company and its affiliates and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to the Company. He is not entered into the Registry of Insolvent Debtors held by the Registry Court.
Robert Gwiazdowski holds a post-doctoral degree of Habilitated Doctor (doctor habilitatus) in law and is a professor at Łazarski University. Mr. Gwiazdowski is an attorney-at-law and tax advisor.
He was a Member of the Company’s Supervisory Board of previous terms of office starting from July 2008. In the years 2006-2007, he served as Chairman of the Supervisory Board of the Polish Social Insurance Institution (Zakład Ubezpieczeń Społecznych). In 2005-2014, he served as President of Adam Smith Centre. At present, Mr. Gwiazdowski serves as Chairman of the CAS Program Committee, Chairman of the Warsaw Enterprise Institute Board, Chairman of the Supervisory Board of ZPP (Union of Entrepreneurs and Employers) and Chairman of the Supervisory Board of KIGS (the Polish Institute of Silver Economy).
Beside the activities mentioned above, Mr. Robert Gwiazdowski does not conduct any activities competitive to the operations of the Company and its affiliates and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to the Company. He is not entered into the Registry of Insolvent Debtors held by the Registry Court.
Mr. Robert Gwiazdowski fulfills the independence criteria set forth in the Best Practices of WSE Listed Companies 2016 in II.Z.4.
Marek Kapuściński graduated from the Faculty of Trade of the Academy of Planning and Statistics in Warsaw (now the Warsaw School of Economics) and completed postgraduate studies at SEHNAP in cooperation with Stern School of Business – New York University.
He joined the Company’s Supervisory Board of the previous term of office on 1 October 2016, and performed the function of Chairman starting from 25 October 2016. Until the end of September 2016, for over 25 years, he has been part of the Procter&Gamble team. From July 2011 as a General Manager and Vice President (that is a President of the Management Board/CEO) for nine key markets of the Central Europe, and before that – from January 2007 he was responsible for Poland and Baltic states. Currently, he is a Member of the Supervisory Boards of Bank Handlowy w Warszawie S.A. and Cydrownia S.A. and provides consulting services within the Essences Consulting Group. He is also involved in the activities of the public benefit organizations supporting the development of the young Polish culture and arts.
Beside the activities mentioned above, Mr. Marek Kapuściński does not conduct any activities competitive to the operations of the Company and its affiliates and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to the Company. He is not entered into the Registry of Insolvent Debtors held by the Registry Court.
Aleksander Myszka is a solicitor and graduate of the Faculty of Law of Wroclaw University. In 1976, he commenced his career as a solicitor in a Law Firm in Oleśnica, and then he worked for Law Office No. 4 in Wrocław where he also held a position of a Director for two terms of office. In particular, he focused in his practice on civil law and since the mid-eighties he has specialized in commercial law and developed legal services for business entities. He was honored by the Polish Bar Council with a medal “Commendable Service to the Advocates Bar.” His career has been connected with Telewizja Polsat since its establishing, as Mr. Myszka is one of its co-founders. For 12 years – in the period from 1995 to 2007 – he held the position of the President of the Management Board of Telewizja Polsat.
He joined the Company’s Supervisory Board of the previous term of office in April 2015. Since April 2007 Mr. Aleksander Myszka has been a Member of the Supervisory Board of Telewizja Polsat and since November 2011 - a Member of the Supervisory Board of Polkomtel. He is also a Member of the Polsat Foundation Council since its creation, that is since 1996. He is also a co-founder and a Member of Stowarzyszenie Kreatywna Polska, a society gathering the community of artists and creative industries, whose main goals are the protection of copyrights and intellectual property. In 2015, Mr. Myszka was elected for a 3-year term of office to the Council of the Polish Film Institute. In 2016-2017 he was a Member of the Management Board of Association of Private Media Employers, incorporated into Polish Confederation of Private Employers "Lewiatan.”
Beside the activities mentioned above, Mr. Aleksander Myszka does not conduct any activities competitive to the operations of the Company and its affiliates and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to the Company. He is not entered into the Registry of Insolvent Debtors held by the Registry Court.
Leszek Reksa graduated from the Foreign Trade Faculty of the Central School of Planning and Statistics in Warsaw (currently: Warsaw School of Economics). He has also completed numerous specialist seminars and courses in management and finance, including a seminar on corporate management at the Faculty of Finance at DePaul University in Chicago.
He was a Member of the Company’s Supervisory Board of previous terms of office starting from July 2008. He has vast experience in managerial positions at various companies, including 20 years in the banking sector (Powszechna Kasa Oszczędności Bank Polski S.A.). Mr. Reksa also has many years' experience in serving on the governing bodies of commercial-law companies, which includes the positions of President of the Management Board of PHU BIMOT S.A., Member of the Supervisory Board of Bankowy Fundusz Leasingowy S.A., and Member of the Supervisory Board of Zakłady Azotowe Kędzierzyn S.A. Currently he is a Member of the Management Board of AGRAIMPEX Sp. z o.o. and a Member of Supervisory Boards of PLUS BANK S.A. and EBU Węgrzynowo.
Beside the activities mentioned above, Mr. Leszek Reksa does not conduct any activities competitive to the operations of the Company and its affiliates and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to the Company. He is not entered into the Registry of Insolvent Debtors held by the Registry Court.
Mr. Leszek Reksa fulfills the independence criteria set forth in the Best Practices of WSE Listed Companies 2016 in II.Z.4.
Tomasz Szeląg graduated from the National Economy Faculty of the Economic Academy of Wrocław, with major in International Economic and Political Relations specializing in Foreign Trade. He has been involved with Cyfrowy Polsat since 2009. He served as a Member of the Company’s Supervisory Board of the previous term of office starting from October 2016, where he was also a Member of the Audit Committee and the Remuneration Committee. In 2016 he was appointed a Member of Supervisory Boards of Polkomtel, Telewizja Polska, ZE PAK and Plus Bank S.A.
In 2000-2003 Mr. Szeląg was an assistant at Foreign Trade Faculty of the Economic Academy of Wrocław. In May 2003 Mr. Szeląg received PhD title for his thesis on hedging transaction used by world copper producers and went on to become a lecturer in the Faculty of International Economic Relations of the Economic Academy of Wrocław. Between 2003 and 2004 he also held a position of a lecturer in the Wrocław School of Banking - at the Faculty of International Economic Relations. Parallel to his academic career Mr. Szeląg also developed his professional career gaining experience in managerial positions in the area of finance and investment. From 2003, Mr. Szeląg was Chief Specialist in the Currency Risk Department of KGHM Polska Miedź S.A., and then of the Market Risk and Analysis Department. In September 2004, he became Director of the Department. In December 2004, he became Director of Hedging Department of KGHM and held the function until March 2007. From April 2007 to June 2008 he worked as Director of Branch of Société Générale Bank in Wrocław. In July 2008, Mr. Szeląg took the position of Vice-president for Finance in Telefonia Dialog S.A., which he held until March 2009. In Telefonia Dialog S.A. Mr. Szeląg was responsible for finance, accounting, controlling, and budgeting management, and also owner supervision and capital investment, logistics and purchases, project management and IT.
From May 2009 until September 2016 he held the position of Member of the Management Board and Chief Financial Officer in Cyfrowy Polsat S.A. and was responsible for broadly understood finances in the entire capital group. In the years 2010-2016 Mr. Szeląg was a Member of the Management Boards of numerous companies from Polsat Group, including Telewizja Polsat (October 2011-October 2014), INFO-TV-FM Sp. z o.o. (July 2012-November 2016), Plus TM Management (April 2014-December 2016) and Polkomtel (September 2014-December 2016). He was also a President of the Management Board of Cyfrowy Polsat Trade Marks Sp. z o.o. (2010-2016) and Telewizja Polsat Holdings Sp. z o.o. (2012-2016).
Beside the activities mentioned above, Mr. Tomasz Szeląg does not conduct any activities competitive to the operations of the Company and its affiliates and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to the Company. He is not entered into the Registry of Insolvent Debtors held by the Registry Court.
Piotr Żak graduated in economics from Royal Holloway, University of London.
He has been pursuing business operations in Poland since 2014, among others in the area of establishing and supporting start-up enterprises. He focuses his activities on the high-technology sector, particularly on creating and developing innovative projects that exploit the potential of Internet and traditional media, Internet entertainment, and the use of data transmission in solutions, services and products addressed to individual and business customers. He pursues his professional interests also by developing and implementing modern marketing communications tools for enterprises from the media and telecommunications sector.
He is a founder of such companies as, among others, Frenzy Sp. z o.o., a dynamically developing entity from the e-Sports industry, and Golden Coil Sp. z o.o., a company conducting operations in the field of marketing and Internet advertising.
Since March 2016 Mr. Piotr Żak has been a Member of the Supervisory Board of Telewizja Polsat Sp. z o.o., a leading broadcaster on the Polish television market, and since June 2018 - a Member of the Supervisory Board of Netia S.A., one of the largest Polish telecommunications operators being a part of Cyfrowy Polsat Group.
Beside the activities mentioned above, Mr. Piotr Żak does not conduct any activities competitive to the operations of the Company and its affiliates and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to the Company. He is not entered into the Registry of Insolvent Debtors held by the Registry Court.
