Resolution No. 1
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna
of March 30, 2011
regarding the appointment of the Chairman
§ 1
Appointment of the Chairman
The Extraordinary General Meeting of Cyfrowy Polsat S.A. (the Company) hereby appoints
Mr. Jerzy Modrzejewski as the Chairman of the Extraordinary General Meeting of the Company.
§ 2
Entry into force
The Resolution shall enter into force on the date of its adoption.
Voting results:
The number os shares which the valid votes were excercised: 200,428,032 constituing 74.69% in the capital. Votes were exercised on that resolution:
377,974,283 valid votes, out of which
- 377,961,183 votes in favor of ther resolution,
- 0 votes against the resolution,
- 13,100 votes abstained votes.
Resolution No. 2
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna
of March 30, 2011
regarding the appointment of the Ballot Counting Committee
§ 1
Appointment of the Ballot Counting Committee
The Extraordinary General Meeting of Cyfrowy Polsat S.A. (the Company) hereby appoints
Ms. Katarzyna Ostap-Tomann to the Ballot Counting Committee.
§ 2
Entry into force
The Resolution shall enter into force on the date of its adoption.
Voting results:
The number os shares which the valid votes were excercised: 200,428,032 constituing 74.69% in the capital. Votes were exercised on that resolution:
377,974,283 valid votes, out of which
- 377,961,183 votes in favor of ther resolution,
- 0 votes against the resolution,
- 13,100 votes abstained votes.
Resolution No. 3
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna
of March 30, 2011
regarding the appointment of the Ballot Counting Committee
§ 1
Appointment of the Ballot Counting Committee
The Extraordinary General Meeting of Cyfrowy Polsat S.A. (the Company) hereby appoints
Mr. Bartlomiej Drywa to the Ballot Counting Committee.
§ 2
Entry into force
The Resolution shall enter into force on the date of its adoption.
Voting results:
The number os shares which the valid votes were excercised: 200,428,032 constituing 74.69% in the capital. Votes were exercised on that resolution:
377,974,283 valid votes, out of which
- 377,961,183 votes in favor of ther resolution,
- 0 votes against the resolution,
- 13,100 votes abstained votes.
Resolution No. 4
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna
of March 30, 2011
regarding the appointment of the Ballot Counting Committee
§ 1
Appointment of the Ballot Counting Committee
The Extraordinary General Meeting of Cyfrowy Polsat S.A. (the Company) hereby appoints
Ms. Agnieszka Witkowska to the Ballot Counting Committee.
§ 2
Entry into force
The Resolution shall enter into force on the date of its adoption.
Voting results:
The number os shares which the valid votes were excercised: 200,428,032 constituing 74.69% in the capital. Votes were exercised on that resolution:
377,974,283 valid votes, out of which
- 377,961,183 votes in favor of ther resolution,
- 0 votes against the resolution,
- 13,100 votes abstained votes.
Resolution No. 5
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna
of March 30, 2011
regarding the adoption of the agenda
The Extraordinary General Meeting of Cyfrowy Polsat S.A. (the Company) hereby resolves as follows:
§ 1
Adoption of the agenda
The agenda of the Extraordinary General Meeting is hereby adopted with the following wording:
1. Opening of the Extraordinary General Meeting of the Company.
2. Appointment of the Chairman of the Extraordinary General Meeting of the Company.
3. Preparing the attendance list, confirming that the Extraordinary General Meeting of the Company 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 of the Company.
6. Adoption of the resolution regarding consent to conclude a pledge agreement and to establish registered pledge on a collection of movables and economic rights with variable composition, being the part of the Company's enterprise, to secure the receivables resulting from the facility agreements.
7. Closing of the Extraordinary General Meeting of the Company.
§ 2
Entry into force
The Resolution shall enter into force on the date of its adoption.
Voting results:
The number os shares which the valid votes were excercised: 200,428,032 constituing 74.69% in the capital. Votes were exercised on that resolution:
377,974,283 valid votes, out of which
- 377,961,183 votes in favor of ther resolution,
- 0 votes against the resolution,
- 13,100 votes abstained votes.
Resolution No. 6
of the Extraordinary General Meeting of
Cyfrowy Polsat Spółka Akcyjna
of March 30, 2011 regarding consent to conclude a pledge agreement and to establish registered pledge on a collection of movables and economic rights with variable composition, being the part of the Company's enterprise, to secure the receivables resulting from the facility agreements
§ 1
Authorization
Having considered that:
(A) Cyfrowy Polsat S.A. (Company or Cyfrowy Polsat) as the borrower intends to execute a Senior Facilities Agreement (Facilities Agreement) and a Bridge Facility Agreement (Bridge Facility Agreement) with a syndicate of Polish and foreign banks;
(B) The Facilities Agreement will provide for a Term Facility Loan up to PLN 1,400,000,000 (one billion four hundred million) (Term Loan) and a Revolving Facility Loan up to PLN 200,000,000 (two hundred million) (Revolving Loan);
(C) The Bridge Facility Agreement will provide for a Bridge Facility Loan up to an equivalent in EUR of PLN 1,400,000,000 (one billion four hundred million) (Bridge Loan);
(D) The Company shall use the Term Loan and the Bridge Loan, among other things, for an acquisition of shares of Telewizja Polsat S.A.;
(E) The Company (or other borrowers) may use the Revolving Loan for other purposes including, without limitation, the refinancing of existing indebtedness, but not for the acquisition of shares of Telewizja Polsat S.A.;
(F) The Bridge Loan shall be refinanced, that is repaid with proceeds from an issue of High Yield Notes. Cyfrowy Polsat will issue these notes directly or indirectly through a special purpose vehicle being a subsidiary or affiliate of Cyfrowy Polsat.
(G) Pursuant to the Facilities Agreement, certain other members of the Cyfrowy Polsat group or the Telewizja Polsat S.A. group will become parties to the Facilities Agreement alongside with Cyfrowy Polsat, either from the moment of its execution as Original Borrowers or at a later stage as Additional Borrowers. In this way Telewizja Polsat S.A. and/or other such companies will have the right to use the loan in compliance with the terms of the Facilities Agreement;
(H) Under the Facilities Agreement and the Bridge Facility Agreement Cyfrowy Polsat and certain other entities shall be required to secure the repayment of the loans and/or the repayment (buy-out, redemption etc.) of the High Yield Notes. One of such security interests shall be a registered pledge on a collection of movables and economic rights with variable composition, being the property of Cyfrowy Polsat's enterprise.
Now, therefore, pursuant to Article 393 item 3 of the Code of Commercial Companies:
1) The General Meeting of the Company authorizes the Company to execute the pledge agreement and take all other factual and legal actions in order to establish registered pledge on a collection of movables and economic rights with variable composition, being the property of Company's enterprise, up to the maximum amount of the collateral being 150% of the principal of the given loan and/or the principal of the High Yield Notes (or as the case may be, a total of the individual loans and/or the principal of the High Yield Notes) or any parallel debt established to secure the respective loans and/or High Yield Notes, including the inclusion in the registered pledge agreement of any and all possible methods of satisfying the creditors' claims permitted under the Act on Registered Pledges and the Register of Pledges of December 6, 1996 (Dziennik Ustaw of 2009, No. 67, item 569, as amended), for the purpose of securing the repayment of the Term Loan, Revolving Loan, Bridge Loan and/or the repayment (buy-out, redemption etc.) of the High Yield Notes) and the repayment of any liabilities related to these loans and/or High Yield Notes under the Facilities Agreement, Bridge Facility Agreement, indenture documents concerning the High Yield Notes and any other finance documents related thereto.
2) In the scope permitted by the peremptory provisions of law, the registered pledge referred to in this resolution may be established jointly in favor of all of the creditors or any of them individually or in groups, or in favor of other entities which are not creditors but act for or on account of the other creditors as pledge administrators, security agents, security trustees or in similar capacity, and to secure claims for the repayment of relevant loans and/or the repayment (buy-out, redemption etc.) of the High Yield Notes directly or claims arising from any parallel debt contracted for the purpose of satisfying and securing the claims for repayment of the relevant loans and/or High Yield Notes.
§ 2
Entry into force
The Resolution shall enter into force on the date of its adoption.
Voting results:
The number os shares which the valid votes were excercised: 200,428,032 constituing 74.69% in the capital. Votes were exercised on that resolution:
377,974,283 valid votes, out of which
- 377,961,183 votes in favor of ther resolution,
- 0 votes against the resolution,
- 13,100 votes abstained votes.
