Amendments to the agenda of the Annual General Meeting of Cyfrowy Polsat S.A., convened for June 29, 2023, in connection with the Shareholders’ request to include certain matters in the agenda of the AGM, together with the draft resolutions

Date: 
07 Jun 2023

In connection with the current report No. 18/2023 dated June 2, 2023 concerning the convocation of the Annual General Meeting of Cyfrowy Polsat S.A. (the “Company”) for June 29, 2023 (the "Annual General Meeting" or "AGM"), the Management Board of the Company informs that on June 6, 2023 it received a letter from its Shareholders, Reddev Investments Limited with its registered seat in Cyprus (“Reddev”) and TiVi Foundation with its registered seat in Liechtenstein (“TiVi”), representing jointly over one twentieth of the Company's share capital, requesting amendments to the agenda of the Annual General Meeting. The request was filed on the basis of Article 401(1) of the CCC and constitutes the exercise of the Shareholders’ rights.

Reddev and TiVi requested that the agenda of the AGM includes items regarding the adoption of the following resolutions:

  • regarding amendments to the Statutes of the Company;
  • regarding adoption of the consolidated text of the Company’s Statutes;
  • regarding changes in the Supervisory Board.

In connection with the above, the Company hereby announces an amended agenda for the AGM, where the former item 17 has been renumbered to 20 and new items 17,18,19 have been added:

1. Opening of the Annual General Meeting.
2. Appointment of the Chairman of the Annual General Meeting.
3. Validation of the correctness of convening the Annual General Meeting and its ability to adopt binding resolutions.
4. Appointment of the Ballot Committee.
5. Adoption of the agenda.
6. Management Board’s presentation of:

a)     the Management Board’s report on the Company’s activities in the financial year 2022 and the Company’s financial statements for the financial year 2022;

b)     the Management Board’s report on the activities of the capital group of the Company in the financial year 2022 and the consolidated financial statements of the capital group of the Company for the financial year 2022.

7. The Supervisory Board’s presentation of:

a)     its statement concerning the evaluation of the Management Board’s report on the Company’s activities in the financial year 2022, the Management Board’s report on the activities of the Company’s capital group in the financial year 2022, the Company’s financial statements for the financial year 2022 and the financial statements of the Company’s capital group for the financial year 2022, as well as the Management Board’s motion regarding the distribution of the Company’s profit generated in the financial year 2022;

b)     its assessment of the Company's standing and evaluation of the work of the Management Board;

c)      its report concerning the remuneration of the Management Board and Supervisory Board Members for the year 2022.

8. Consideration and adoption of a resolution approving the Management Board’s report on the Company’s activities in the financial year 2022.
9. Consideration and adoption of a resolution approving the Company’s annual financial statements for the financial year 2022.
10. Consideration and adoption of a resolution approving the Management Board’s report on activities of the capital group of the Company in the financial year 2022.
11. Consideration and adoption of a resolution approving the consolidated annual financial statements of the capital group of the Company for the financial year 2022.
12. Consideration and adoption of a resolution approving the Supervisory Board’s report for the financial year 2022.
13. Consideration and adoption of a resolution concerning the evaluation of the report on the remuneration of the Management Board and Supervisory Board Members for the year 2022.
14. Adoption of resolutions granting a vote of approval to the Members of the Management Board for the performance of their duties in the year 2022.
15. Adoption of resolutions granting a vote of approval to the Members of the Supervisory Board for the performance of their duties in the year 2022.
16. Adoption of a resolution on the distribution of the Company's profit for the 2022 financial year.
17. Adoption of a resolution on amending the Statutes of the Company.
18. Adoption of a resolution on adopting the consolidated text of the Company's Statutes.
19. Adoption of resolutions on changes in the Supervisory Board.
20. Closing of the Annual General Meeting.

In connection with the updated agenda, the Company is submitting as an attachment the drafts of all resolutions, supplemented by the resolutions submitted by the Shareholders.

  • Draft resolutions to be adopted at the Annual General Meeting of the Company convened for June 29, 2023 (Attachment No. 1)

 

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 with § 19 Section 1 items 1-3 of the Ordinance of the Minister of Finance of 29 March 2018 on the current and periodic reports disclosed by securities issuers and on the equivalence of information disclosures required by the laws of non-EU member states.

Attached files: 
Category: 
Report Number: 
19/2023
Last updated 06/12/2023