Investors' Center
Results for Q1 2012
|
Information on the AGM
|
Recommendation of the Management Board concerning the distribution of profit for 2011
|
see all
»
Information on convening the Annual General Meeting of Cyfrowy Polsat S.A and the content of draft resolutions for the Annual General Meeting of Cyfrowy Polsat S.A.
The Management Board of Cyfrowy Polsat S.A. ("Company") announces that the Annual General Meeting of Cyfrowy Polsat S.A. was convened for June 5, 2012 at 11.00 am at the Company's headquarters in Warsaw, at Łubinowa 4a Street.
Agenda of the Annual General Meeting:
1. Opening of the Annual General Meeting.
2. Election of the Chairman of the Annual General Meeting.
3. Making an attendance list, validation of 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 of the Annual General Meeting.
6. Management Board's presentation of the Management Board's Report on the Company's activities in the financial year 2011, the Company's annual financial statements for the financial year 2011, Management Board's Report on activities of Cyfrowy Polsat Capital Group in the financial year 2011, annual consolidated financial statements of Cyfrowy Polsat Capital Group for the financial year 2011.
7. The Supervisory Board's presentation of its statement concerning the evaluation of:
a) the Management Board's Report on the Company's activities in the financial year 2011;
b) the Company's financial statements for the financial year 2011; and
c) the Management Board's motion regarding the distribution of profit generated in the financial year 2011.
8. The Supervisory Board's presentation of the evaluation of the Company's standing and the Management Board's activities.
9. Consideration and adoption of a resolution approving the Management Board's Report on the Company's activities in the financial year 2011.
10. Consideration and adoption of a resolution approving the Company's annual financial statements for the financial year 2011.
11. 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 2011.
12. Consideration and adoption of a resolution approving the consolidated annual financial statements of the capital group of the Company for the financial year 2011.
13. Consideration and adoption of a resolution approving the Supervisory Board's Report for the financial year 2011.
14. Consideration and adoption of resolutions granting a vote of approval to the members of the Management Board for the performance of their duties in the year 2011.
15. Consideration and adoption of resolutions granting a vote of approval to the members of the Supervisory Board for the performance of their duties in the year 2011.
16. Adoption of a resolution on distribution of profit for the financial year 2011.
17. Adoption of a resolution determining the number of members of the Supervisory Board and resolutions regarding appointment of members of the Supervisory Board for a new term.
18. Adoption of a resolution regarding amendments to the Articles of Association of the Company and granting an authorization to the Supervisory Board to adopt a consolidated text of the Articles of Association of the Company.
Wording to date:
"Art. 27 sec. 1
Resolutions adopted by the General Meeting are legally binding regardless of the number of Shareholders present in the Meeting and the number of shares they represent."
Proposed wording:
"Art. 27 sec. 1
The General Meeting shall be valid if attended by shareholders representing jointly more than 50% of the total number of votes in the Company."
19. Closing the Annual General Meeting.
The Management Board of the Company attaches to this current report:
1. An announcement concerning the convention of the Annual General Meeting for June 5, 2012 prepared pursuant to Article 402(2) of the Code of Commercial Companies.
2. Drafts of the resolutions to be adopted at the Annual General Meeting convened for June 5, 2012.
All information concerning the Annual General Meeting is available on the website of the Company at http://www.cyfrowypolsat.pl/ in the section Investors' Center in the tab General Shareholders Meeting - Materials.
Legal basis: Article 56 Section 1 Clause 2 of the Act of July 29, 2005 on public offering and the conditions of introducing financial instruments to an organized system of trading and on public companies in connection with § 38 Section 1 Clauses 1 and 3 of the Ordinance of the Minister of Finance of February 19, 2009 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.
The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby informs that on April 17, 2012 it resolved to submit for consideration of the Supervisory Board of the Company the recommendation not to pay the dividend for the shareholders from the profit for the year 2011. The Management Board recommends to distribute the profit for the year 2011 in the amount of PLN 156,092,789.88 as follows: PLN 140,979,430.60 for the reserve capital and PLN 15,113,359.28 to cover losses from previous years, being losses of the companies acquired by the Company, i.e. M.Punkt Holdings Ltd., mPunkt Polska S.A. and mTel Sp. z o.o.
The decision of the Management Board concerning the distribution of the profit was based on one of the strategic objectives of the Company, which is lowering the Company's indebtedness, arisen due to the acquisition of Telewizja Polsat by the Company, in the shortest possible term. Consistent reduction of the level of the Company's debt and thereby reduction of the net debt/EBITDA ratio, according to the loan agreements will reduce interest charges and thus will have a positive impact on the Company's financial standing in future periods.
Legal basis: Article 56 Section 1 item 2 the Offering Act in connection with § 38 Section 1 item 11 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities and terms of acknowledging the equivalence of information required under the laws of non-member states.
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby publishes consolidated annual report of the Cyfrowy Polsat S.A. Capital Group for the fiscal year ended 31 December 2011
Annual report of Cyfrowy Polsat S.A. for the financial year ended December 31, 2011
The Management Board of Cyfrowy Polsat S.A. (the "Company", "Purchaser") hereby announces that on March 12, 2012, the agreements concerning the sale of shares (the "Agreement") has been concluded between the Company and Bithell Holdings Ltd. (the "Seller"). Under the Agreement the Company will acquire shares in the following entities, which run ipla, the leader in online video distribution in Poland.
1. 100% shares in Redefine Sp. z o.o. seated in Warsaw ("Redefine")
2. 100% shares in Gery.pl Redefine Sp. z o.o. seated in Warsaw (in liquidation)
3. 100% shares in Frazpc.pl Sp. z o.o. seated in Warsaw
4. 100% shares in Netshare Sp. z o.o. seated in Warsaw
The Seller is controlled by Mr Zygmunt Solorz-Żak.
The parties have agreed that the total price for shares in the companies abovementioned, that the Company will pay to the Seller, amounts to PLN 150 million. The parties have agreed, that the transfer of the legal rights to the acquired shares and the payment for the shares will be effectuated on April 2, 2012.
The purchased entities run ipla, the leader of online video market in Poland in terms of: availability on different devices - PCs, laptops, tablets, smatrphones, connected TVs, game consoles, home cinemas and set-top-boxes; content library, thanks to programming deals with Telewizja Polsat, TVP and film studios (i.e. Warner Bros, Best Film, Kino Świat, Epelpol Entertainment); number of users and time spent by user on watching video online.
The acquisition of ipla completes the Company's strategy which an important element was the acquisition of Telewizja Polsat, in order to provide the best quality content using most advanced devices and technologies. Ipla, the leader in this market segment, significantly strengths Cyfrowy Polsat market position as a content aggregator and distributor and provides a significant competitive advantage in the critical market segment.
Legal basis: Article 56, section 1, item 1 of the Act dated July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby informs that on January 23, 2012, the Company placed with Mobyland Sp. z o.o. ("Mobyland") an order no. 2 (the "Order") for data transfer services. The Order was placed under the provisions of the agreement between both parties concluded on December 15, 2010, on which the Company informed in the current report no 34/2010 dated December 16, 2010 (the "Agreement"). Under the Agreement abovementioned, Mobyland provides the access to wireless data transfer service, based on 1800MHz and 900MHz bands in LTE and HSPA+ technologies.
The placement of the Order results from the fulfillment of the conditions of the Agreement abovementioned, that assumed i.a. the activation by Mobyland of 900 base stations, based on which the data transmission services for the Company are provided, by the end of 2011. According to the information received from Mobyland, at the end of 2011, there were 1072 base stations built and integrated to the network.
The Order includes the purchase of 13 million GB of data transfer service with the guaranteed utilization period till December 31, 2015, with a possible extension of the term, according to the provisions of the Agreement. The net price of 1 MB is PLN 0.00774. The payment for the Order will be done in 12 equal monthly installments, starting from January 2012.
Next orders will be placed in later periods, and their value will depend both on geographical coverage of Mobyland network and capacity of data transfer service required.
Legal basis: Article 56 section 1 item 1 of the Act dated July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby announces that on January 17, 2012 it was informed by Delas Holdings Ltd. ("Delas") and by Pola Investments Ltd. ("Pola Investments") about the transfer of all shares of the Company held by Delas Holdings Ltd. to Pola Investments Holdings Ltd.
On January 13, 2012 Pola Investmets Ltd. seated in Nicosia, Cyprus, acquired by way of donation received from its sole shareholder, i.e. Delas Holdings Limited, a company incorporated in accordance with the laws of Malta, the total of 168,941,818 (one hundred sixty eight million nine hundred forty one thousand and eight hundred eighteen) of the Company's shares ("Shares", "Transaction").
Prior to the transfer of ownership of shares, Delas held 168,941,818 of the Company's shares constituting 48.5% of the share capital of the Company and representing 335,884,319 votes at the general meeting, which constituted 63.64% of the total number of votes in the Company. The abovementioned portfolio consisted of:
After the Transaction, Delas does not hold any Company's shares.
Following the Transaction abovementioned, Pola Investments holds 168,941,818 of the Company's shares constituting 48.5% of the share capital of the Company and representing 335,884,319 votes at the general meeting, which constitutes 63.64% of the total number of votes in the Company. The above-mentioned portfolio consists of:
There are no subsidiaries of Pola Investments which would hold the Company's shares neither is Pola Investments a party to any agreements which would transfer the right to exercise voting rights attached to the shares in the Company.
Within a period of 12 months following the notification, Pola Investments does not intend to increase its share in the number of votes at the general meeting of the Company.
Pola Investments' holding entity is Mr. Zygmunt Solorz-Żak, and the above described transaction took place within one capital group.
Legal basis: Article 70 item 1 of the Act dated July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby informs that on January 5, 2012 it was notified that on December 30, 2011, the Company has signed a new agreement (the "Agreement") with its subsidiary Telewizja Polsat Sp. z o.o. ("Telewizja Polsat", "Licensor").
The new Agreement replaced the license agreements between the parties, hitherto in force, including license agreements concerning distribution of TV Polsat channels, on which the Company informed in the current report no. 6/2010 dated February 18, 2010.
According to the Agreement, the Company will continue to distribute television channels broadcasted by Telewizja Polsat, including: Polsat (in HD and SD version), Polsat2, Polsat News, Polsat Play, Polsat Cafe, Polsat Futbol, Polsat Film, Polsat Sport, Polsat Sport HD, Polsat Sport Extra and Polsat Sport News. Additionally, the Agreement regulates technical aspects of the Company's cooperation with Telewizja Polsat. According to the Agreement, the Company will provide technical services to Telewizja Polsat (including transmission and coding of some channels broadcasted by Telewizja Polsat).
The Agreement was concluded for indefinite period. For distributing the channels abovementioned, the Company will pay the Licensor a monthly flat fee expressed in Polish zlotys. For technical services, the Company will receive from Telewizja Polsat monthly remuneration, depending on the scope of services provided in a given month, expressed in Polish zlotys.
Other conditions of the Agreement do not vary from the market standards applied in such agreements.
The Company estimated that the value of the Agreement may exceed 10% of the consolidated revenue for the last four financial quarters, thus meeting the criterion of a significant agreement.
Legal basis: Article 56 sect. 1 item 2 of the Act on public offering and the terms for introduction of financial instruments to organized trading and on public companies, dated 29 July 2005, in conjunction with § 5 sec. 1 item 3 and 5 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby announces that on December 16, 2011 it was informed by Polaris Finance B.V. in liquidation ("Polaris") and by Delas Holdings Limited ("Delas") about the transfer of all shares of the Company held by Polaris Finance B.V. to Delas Holdings Limited.
On December 13, 2011 and December 14, 2011 in course of liquidation of Polaris Finance B.V. in liquidation, Delas Holdings Limited, incorporated under the laws of Malta, as the sole shareholder of Polaris acquired the total of 168,941,818 (one hundred sixty eight million nine hundred forty one thousand and eight hundred eighteen) of the Company's shares ("Shares", "Transaction").
Prior to the transfer of ownership of shares, Polaris held 168,941,818 of the Company's shares constituting 48.5% of the share capital of the Company and representing 335,884,319 votes at the general meeting, which constituted 63.64% of the total number of votes in the Company. The abovementioned portfolio consisted of:
After the Transaction, Polaris does not hold any Company's shares.
Following the Transaction, Delas holds 168,941,818 of the Company's shares constituting 48.5% of the share capital of the Company and representing 335,884,319 votes at the general meeting, which constitutes 63.64% of the total number of votes in the Company. The above-mentioned portfolio consists of:
There are no subsidiaries of Delas which would hold the Company's shares nor is Delas a party to any agreements the object of which would be the transfer of the voting rights from the Company's shares.
Within a period of 12 months following the notification, Delas does not intend to increase its share in the number of votes at the general meeting of the Company.
Both companies - Delas and Polaris are indirectly controlled by Mr. Zygmunt Solorz-Żak so the Transaction was concluded within one capital group.
Legal basis: Article 70 item 1 of the Act dated July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
The Management Board of Cyfrowy Polsat S.A. informs that the date of the publication of the consolidated quarterly report for the three month period ended 30 September 2011 was changed from 10 November 2011 to 14 November 2011.
Legal basis: Article 56 section 1 item 2 of the Offering Act in connection with § 103 section 2 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby publishes the content of resolutions approved by the Extraordinary General Meeting held on 5 August 2011 (attached).
Attachment: Content of resolutions (.pdf)
Legal grounds: Art. 56 sec. 1 item 2 of Act on public offering and the terms for introduction of financial instruments to organized trading and on public companies, dated 29 July 2005, in connection with § 38 sec. 1 item 7 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
The Management Board of Cyfrowy Polsat S.A. ("Cyfrowy Polsat" or "Taking-over Company"), in accordance with article 504 § 1 and § 2 of Commercial Companies Code (KSH), informs the Shareholders of Cyfrowy Polsat on the planned merger of Cyfrowy Polsat and mTEL Sp. z o.o. seated in Warsaw, address: Domaniewska 37, 02-672 Warsaw, Poland, registered in entrepreneurs register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division of the National Court Register, under the number KRS 0000008837 ("mTEL" or "Acquired Company"), in which Cyfrowy Polsat S.A. holds 100% of share capital, and approved the merger plan.
The merger will be effected by:
(i) transferring to Taking-over Company - as the sole shareholder of Acquired Company - all the assets of Acquired Company by the way of universal succession, and
(ii) termination of Acquired Company without liquidation,
in accordance with article 492 §1 item 1) KSH.
As a result of the merger, Cyfrowy Polsat - in accordance with article 494 §1 KSH will assume all rights and obligations of mTEL, effective on the date of the merger.
Given that Taking-over Company holds all the shares of Acquired Company, and according to article 515 §1 KSH, the merger will be effected without increasing the share capital of Taking-over Company.
The detailed terms of the merger, were specified in the Merger Plan prepared on June 17, 2011 and published on July 4, 2011 in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no 127, item 8632.
The Management Board of Cyfrowy Polsat S.A. also informs, that the following documents:
1. Merger Plan,
2. Financial Statements and Management Board's Reports on Activities of the merging companies for the last three financial years, together with opinion of the independent auditor and report supplementing the auditor's opinion (if opinion or report was issued),
3. Draft resolution of the General Meeting of Taking-over Company concerning the merger,
4. Draft resolution of the Shareholders Meeting of Acquired Company concerning the merger,
5. Valuation of assets and liabilities of Acquired Company as at May 31, 2011,
6. Statement containing information on accounting condition of Taking-over Company as at May 31, 2011,
7. Statement containing information on accounting condition of Acquired Company as at May 31, 2011.
("Merger Documents") are available for inspection for Cyfrowy Polsat shareholders from the date of publication of the first announcement, that is July 5, 2011 until August 5, 2011.
Merger Documents are available in Cyfrowy Polsat Headquarters, at Lubinowa 4A in Warsaw, building B1, room no 118, from Monday to Friday from 9.00 am to 4.00 pm.
Cyfrowy Polsat Shareholders may request copies of Merger Documents free of charge in Cyfrowy Polsat Headquarters.
This notice is the second notice.
Warsaw, July 19, 2011
Legal basis: § 5 Section 1 item 13 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
The Management Board of the company Cyfrowy Polsat S.A. (the "Company") hereby informs that the Extraordinary General Meeting of the Company was convened on August 5, 2011, at 10:00 a.m., and is to be held in Warsaw, in the Company's registered seat at ul. Łubinowa 4A.
Agenda:
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 the merger of the Company with mTEL Sp. z o.o. seated in Warsaw.
7. Closing of the Extraordinary General Meeting.
In addition, the Management Board of the Company attaches as Appendix hereto:
1. Notice on convening the Extraordinary General Meeting on August 5, 2011, drawn up in accordance with Article 402(2) of the Commercial Companies Code.
2. Resolution drafts for the Extraordinary General Meeting convened on August 5, 2011.
3. Plan of merger of the Company with mTEL Sp. z o.o. seated in Warsaw with attachments.
The Company discloses all information regarding the Extraordinary General Meeting on its website: http://www.cyfrowypolsat.pl/, subpage Dla Inwestorów (Investors' Center), section General Shareholders' Meeting - Materials.
Notice of convening of EGSM - attachment
Resolution drafts for EGSM - attachment
Merger Plan - attachment
Legal basis: Article 56 Section 1 item 2 of the Offering Act in conjunction with § 38 Section 1 items 1 and 3 of the Minister of Finance ordinance of February 19, 2009 regarding current and periodic information submitted by issuers of securities and on conditions of accepting as equivalent the information required by the provisions of a law of a non-EU member state.
The Management Board of Cyfrowy Polsat S.A. ("Cyfrowy Polsat"), in relation to the current report No. 24/2011 dated May 3, 2011, informs that the wholly owned Swedish subsidiary of Cyfrowy Polsat, Cyfrowy Polsat Finance AB (publ) (the "Issuer") yesterday priced its offering of fixed rate senior secured notes in the aggregate principal amount of €350.0 million (the "Senior Notes"). The Senior Notes will be sold to investors at a purchase price equal to 100.0% of the principal amount, bear interest semi-annually at a rate of 7.125% per year beginning May 20, 2011, and will mature on May 20, 2018.
The Senior Notes will be senior secured obligations of the Issuer and will be guaranteed by Cyfrowy Polsat and certain of its subsidiaries. The sale of the Senior Notes is expected to close on May 20, 2011.
Cyfrowy Polsat intends to use the net proceeds of the Senior Notes, together, if necessary, with cash on hand, to repay in full indebtedness outstanding under its senior secured bridge facility, the proceeds of which were used to pay a portion of the consideration for the Cyfrowy Polsat's acquisition of shares of Telewizja Polsat S.A. The acquisition was completed on April 20, 2011.
In relation to the offering of the Senior Notes, the Issuer, Cyfrowy Polsat and certain of its subsidiaries today entered into a Purchase Agreement, containing covenants that are typical of such offerings, including, without limitation, the terms of closing for the Senior Notes issuance.
The Senior Notes and guarantees have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the U.S. or to U.S. persons absent registration or an applicable exemption from registration requirements. In relation to the United Kingdom, the Senior Notes have not been and may not be offered or sold except in accordance with all applicable requirements of the Financial Services and Markets Act 2000 ("FSMA") and regulations passed under FSMA, or pursuant to an applicable exemption. In addition, the Senior Notes have not been and may not be offered in the United Kingdom or any other member state of the European Economic Area except in circumstances which do not require the publication by Cyfrowy Polsat of a prospectus pursuant to Article 3 of the EU Prospectus Directive (2003/71/EC).
Legal basis: Article 56 Section 1 item 1 of the Offering Act.
The Management Board of Cyfrowy Polsat S.A. ("Cyfrowy Polsat" or "Acquiring Company"), in accordance with article 504 § 1 and § 2 of Commercial Companies Code (KSH), informs the Shareholders of Cyfrowy Polsat S.A. on the planned merger of Cyfrowy Polsat and mPunkt Polska S.A. seated in Warsaw, address: Domaniewska 37, 02-672 Warsaw, Poland, registered in entrepreneurs register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division of the National Court Register, under the number KRS 0000246160 ("MPP" or "Ceasing company").
The merger will be effected by:
(i) transferring to Acquiring Company - as the sole shareholder of Ceasing company - all the assets of Ceasing Company by the way of universal succession, and
(ii) termination of Ceasing Company without liquidation,
in accordance with article 492 §1 item 1) KSH.
As a result of the merger, Cyfrowy Polsat - in accordance with article 494 §1 KSH will assume all rights and obligations of MPP, effective on the date of the merger.
Given that Acquiring Company holds all the shares of Ceasing Company, and according to article 515 §1 KSH, the merger will be effected without increasing the share capital of Acquiring Company.
The detailed terms of the merger, were specified in the Merger Plan prepared on March 21, 2011 and published on April 1, 2011 in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no 3620/2011, item 3908.
The Management Board of Cyfrowy Polsat S.A. also informs, that the following documents :
1. Merger Plan,
2. Financial Statements and Management Board's Reports on Activities of the merging companies for the last three financial years, together with opinion of the independent auditor and report supplementing the auditor's opinion (if opinion or report was issued),
3. Draft resolution of the General Meeting of Acquiring Company concerning the merger,
4. Draft resolution of the General Meeting of Ceasing Company concerning the merger,
5. Valuation of assets and liabilities of Ceasing Company as at 28 February 2011,
6. Statement containing information on accounting condition of Acquiring Company as at 28 February 2011,
7. Statement containing information on accounting condition of Ceasing Company as at 28 February 2011.
("Merger Documents") are available for inspection for Cyfrowy Polsat shareholders from the date of publication of the first announcement, that was April 1, 2011 until May 1, 2011.
Merger Documents are available in Cyfrowy Polsat Headquarters, at Lubinowa 4A in Warsaw, building B1, room no 118, from Monday to Friday from 9.00 am to 4.00 pm.
Cyfrowy Polsat Shareholders may request copies of Merger Documents free of charge in Cyfrowy Polsat Headquarters.
This notice is the second notice.
Warsaw, April 15, 2011
Legal basis: § 5 Section 1 item 13 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby informs that on March 31, 2011 the Company, acting as borrower, together with Cyfrowy Polsat Technology Sp. z o.o., mPunkt Polska S.A. and Cyfrowy Polsat Trade Marks Sp. z o.o. concluded a Senior Facilities Agreement with a syndicate of Polish and international banks led by: Citibank, N.A., London Branch, Bank Handlowy w Warszawie S.A., Crédit Agricole CIB, The Royal Bank of Scotland plc (the "Bookrunners") and including: Crédit Agricole Corporate and Investment Bank S.A. Oddział w Polsce, The Royal Bank of Scotland N.V.,RBS Bank (Polska) S.A., BRE Bank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Bank Polska Kasa Opieki S.A., Bank Zachodni WBK S.A., Bank Millennium S.A., ING Bank Śląski S.A., HSBC Bank plc, Bank Gospodarki Żywnościowej S.A., Nordea Bank Polska S.A., Raiffeisen Bank International AG, Bank DnB Nord Polska S.A., DnB NOR Bank ASA, Alior Bank S.A. Citibank International plc will act as the Facility Agent and Citicorp Trustee Company Limited will act as Security Agent for the Senior Facilities.
Zarząd spółki Cyfrowy Polsat S.A. ("Spółka") informuje, że Nadzwyczajne Walne Zgromadzenie Spółki zostało zwołane na dzień 30 marca 2011 roku, na godz. 10.00 i odbędzie się w Warszawie, w siedzibie Spółki przy ul. Łubinowej 4A.
Draft resolutions for Extraordinary Shareholders Meeting to be held on 30 March 2011 (.pdf)
The Management Board of Cyfrowy Polsat S.A. ("Company") announces that on January 5, 2011 it received a decision of the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division for the National Court Register regarding the registration of a conditional increase of the Company's share capital. The adoption of the resolution regarding the conditional share capital increase was disclosed by the Company in its current report No. 36/2010 of December 17, 2010.
The registration of the conditional share capital increase fulfills one of the conditions precedent set out in the Investment Agreement executed on November 15, 2010 between the Company and the shareholders of Telewizja Polsat S.A., namely Zygmunt Solorz-Żak, Heronim Ruta, Karswell Limited and Sensor Overseas Limited which obligated the shareholders of Telewizja Polsat S.A. to sell to the Company 100% of shares in Telewizja Polsat S.A., as amended in Annex No. 1 of December 28, 2010 pursuant to which the investment funds Koma Fundusz Inwestycyjny Zamknięty and Mat Fundusz Inwestycyjny Zamknięty acceded to the Investment Agreement.
The Company disclosed the conclusion of the Investment Agreement in its current report No. 31/2010 of November 15, 2010, and execution of Annex No. 1 to the Investment Agreement in its current report No. 39/2010 of December 29, 2010.
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 § 5 Section 1 item 4 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
The Management Board of the company Cyfrowy Polsat S.A. (the "Company") hereby informs that the Extraordinary General Meeting of the Company was convened on December 17, 2010, at 10 a.m., and is to be held in Warsaw, in the Company's registered seat at ul. Łubinowa 4A.
Draft resolutions for Extraordinary Shareholders Meeting to be held on 17 December 2010
The Management Board of CYFROWY POLSAT S.A. ("CYFROWY POLSAT" or "ACQUIRING COMPANY") acting on the basis of Article 504 § 1 and § 2 in connection with Article 5161 of the Polish Code of Commercial Companies ("CCC"), notifies its shareholders about the planned cross-border merger of Cyfrowy Polsat and M.Punkt Holdings Limited, with its registered office in Nicosia, Cyprus, address: Themistokli Dervi 3, P.C. 1066, Nicosia, Cyprus, entered to the Registrar of Companies under the number 125353 ("MPH" or "ACQUIRED COMPANY").
The merger will take effect through:
(i) transfer to the Acquiring Company - as the sole shareholder of the Acquired Company - of all assets of the Acquired Company, in particular the ownership of the share capital of mPunkt Polska S.A. with its registered office in Warsaw, by way of universal succession, and
(ii) dissolving of the Acquired Company without going into liquidation,
pursuant to provisions of Article 492 §1 point 1) CCC in connection with Article 51615 CCC and Article 5161 CCC and of Section 201 I of the Companies Law, Cap. 113 of The Republic of Cyprus amended by Section II of Law 186(I) of 2007 ("CYPRIOT COMPANIES LAW") and the provisions of Article 2 (2) (c) of the Directive 2005/56/CE of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of companies (Official Journal L 310, 25/11/2005 P.0001-0009).
As a result of the merger, Cyfrowy Polsat - according to Art. 494 § 1 of CCC in connection with Article 5161 CCC and Section 201U of the Cyprus Companies Law - shall assume, as of the merger date, all the rights and obligations of MPH.
Considering that all of the shares in the Acquired Company are held by the Acquiring Company, pursuant to Article 515 § 1 CCC in connection with Article 5161 CCC, the merger will be effected without increasing the Acquiring Company's share capital.
Once the merger is effected Cyfrowy Polsat will be a company which resulted from a cross-border merger and will not change its legal form, name or registered office in connection with the merger.
The detailed rules of the merger were stated in the Draft Terms of Merger which was agreed on 30th of July, 2010 and was published on 11th August 2010 in the Monitor Sądowy i Gospodarczy (Court and Business Gazette) No 155/2010, item 10111.
At the same time, the Management Board of Cyfrowy Polsat informs that the following documents:
1. the Draft Terms of Merger,
2. the balance sheets and the reports of management boards on the Companies' business activity for the last three financial years with an opinion and auditor's report, if such opinion or report was drawn up,
3. the report justifying the merger drawn up the Management Board of Cyfrowy Polsat,
("MERGER DOCUMENTS") are available to the shareholders and employees of Cyfrowy Polsat, for the time period starting from 13 August 2010 until 14 September 2010.
The Merger Documents are available for inspection in Cyfrowy Polsat's registered office in Warsaw, address: ul. Łubinowa 4A, in building B1, room 118, from Monday till Friday from 9 a.m. until 4 p.m.
The shareholders and employees of Cyfrowy Polsat may request access to copies of the Merger Documents in the office of Cyfrowy Polsat.
The hereby notification is the second notification.
Warsaw, dnia 27 sierpnia 2010 r.
The Management Board of CYFROWY POLSAT S.A. ("CYFROWY POLSAT" or "ACQUIRING COMPANY") acting on the basis of Article 504 § 1 and § 2 in connection with Article 5161 of the Polish Code of Commercial Companies ("CCC"), notifies its shareholders about the planned cross-border merger of Cyfrowy Polsat and M.Punkt Holdings Limited, with its registered office in Nicosia, Cyprus, address: Themistokli Dervi 3, P.C. 1066, Nicosia, Cyprus, entered to the Registrar of Companies under the number 125353 ("MPH" or "ACQUIRED COMPANY").
The merger will take effect through:
(i) transfer to the Acquiring Company - as the sole shareholder of the Acquired Company - of all assets of the Acquired Company, in particular the ownership of the share capital of mPunkt Polska S.A. with its registered office in Warsaw, by way of universal succession, and
(ii) dissolving of the Acquired Company without going into liquidation,
pursuant to provisions of Article 492 §1 point 1) CCC in connection with Article 51615 CCC and Article 5161 CCC and of Section 201 I of the Companies Law, Cap. 113 of The Republic of Cyprus amended by Section II of Law 186(I) of 2007 ("CYPRIOT COMPANIES LAW") and the provisions of Article 2 (2) (c) of the Directive 2005/56/CE of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of companies (Official Journal L 310, 25/11/2005 P.0001-0009).
As a result of the merger, Cyfrowy Polsat - according to Art. 494 § 1 of CCC in connection with Article 5161 CCC and Section 201U of the Cyprus Companies Law - shall assume, as of the merger date, all the rights and obligations of MPH.
Considering that all of the shares in the Acquired Company are held by the Acquiring Company, pursuant to Article 515 § 1 CCC in connection with Article 5161 CCC, the merger will be effected without increasing the Acquiring Company's share capital.
Once the merger is effected Cyfrowy Polsat will be a company which resulted from a cross-border merger and will not change its legal form, name or registered office in connection with the merger.
The detailed rules of the merger were stated in the Draft Terms of Merger which was agreed on 30th of July, 2010 and was published on 11th August 2010 in the Monitor Sądowy i Gospodarczy (Court and Business Gazette) No 155/2010, item 10111.
At the same time, the Management Board of Cyfrowy Polsat informs that the following documents:
1. the Draft Terms of Merger,
2. the balance sheets and the reports of management boards on the Companies' business activity for the last three financial years with an opinion and auditor's report, if such opinion or report was drawn up,
3. the report justifying the merger drawn up the Management Board of Cyfrowy Polsat,
("MERGER DOCUMENTS") shall be made available to the shareholders and employees of Cyfrowy Polsat, for the time period starting on a day of publication of this notification, i.e. from 13 August 2010 until 14 September 2010.
The Merger Documents shall be made available for inspection in Cyfrowy Polsat's registered office in Warsaw, address: ul. Łubinowa 4A, in building B1, room 118, from Monday till Friday from 9 a.m. until 4 p.m.
The shareholders and employees of Cyfrowy Polsat may request access to copies of the Merger Documents in the office of Cyfrowy Polsat.
The hereby notification is the first notification.
Warsaw, dnia 13 sierpnia 2010 r.
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby informs that the Supervisory Board appointed Aneta Jaskólska to the position of a Member of the Management Board in a meeting dated 13 July 2010.
Aneta Jaskólska is a solicitor and since 2007 has been Director of Legal and Regulatory Department of Cyfrowy Polsat S.A. Jaskólska is also a Member of the Management Board of Cyfrowy Polsat Technology Sp. z o.o. and a Member of Supervisory Board of mPunkt Polska S.A. Between 2003 and 2007 Jaskólska held the position of Proxy and Director of Legal Department of UPC Polska Sp. z o.o Jaskólska has 13 years of experience in the legal advisory and services to large business entities.
Aneta Jaskólska graduated from the Faculty of Law and Administration of Warsaw University and completed legal internship with the District Chamber of Legal Advisers in Warsaw, receiving the title of a solicitor. She also graduated from Copyright, Publishing and Press Law Faculty at the Department of Management and Social Communication of Jagiellonian University.
Aneta Jaskólska does not run a business competitive to the business of Cyfrowy Polsat S.A. and is not entered into the Registry of insolvent Debtors held by the Registry Court.
Legal grounds: §5 sec. 22 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.
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby publishes the content of resolutions approved by the Annual General Meeting of Cyfrowy Polsat S.A. held on 24 June 2010.
Resolutions of the Annual General Meeting. held on 24 June 2010
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby informs that the Supervisory Board of the Company based on the resolutions adopted on 24 June 2010 decided to nominate Dominik Libicki on the function of the President of the Management Board of Cyfrowy Polsat S.A. and Dariusz Działkowski and Tomasz Szeląg on the function of Member of the Management Board of Cyfrowy Polsat S.A. Gentlemen were appointed for a common three year's term of office.
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby informs that the Management Board of the Warsaw Stock Exchange S.A. ("GPW") by the Resolution no. 504/2010 of 31 May 2010, admitted, as of 31 May 2010, to trade on the primary market 8,082,499 ordinary registered shares of the Company of D series. Moreover, the Board of the Company informs that today the Board of GPW introduced the shares into trade on the primary market.
Moreover, the Company was informed by Krajowy Depozyt Papierów Wartościowych S.A.("KDPW"), that pursuant to the resolution of the Management Board of KDPW No. 269/10 dated 14 may 2010, that on 4 June 2010 8,082,499 shares of the Company will be registered with KPDW under the ISIN code PLCFRPT00013.
Information on convening the Annual General Meeting
The Management Board of Cyfrowy Polsat Polsat Spółka Akcyjna seated in Warsaw, 4a Łubinowa Street; 03-878 Warsaw, entered o the District Court for the Metropolitan City of Warsaw, 13 Entrepreneurs' Department of KRS, KRS entry: 0000010078 ("Company" or "Cyfrowy Polsat") acting pursuant to the Article 399 § 1 Commercial Code and Article 25 the Articles of Association, hereby convenes Annual General Meeting of Shareholders of Cyfrowy Polsat Spółka Akcyjna on 24 June March 2010 at 11.00 a.m. at the seat of Cyfrowy Polsat S.A. in Warsaw at 4a Łubinowa Street.
Agenda of the Annual General Meeting:
1. Opening of the Annual General Meeting.
2. Election of the Chairman of the Annual General Meeting.
3. Validation of 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 Management Board's Report on Company's activities in the fiscal year 2009, Company's financial statements for the fiscal year 2009, Management Board's Report on Cyfrowy Polsat Capital Group's activities in the fiscal year 2009, consolidated financial statements of Cyfrowy Polsat Capital Group in the fiscal year 2009 and Management Board's motion regarding allocation of the Company's profits for the fiscal year 2009
7. .The Supervisory Board's presentation of statement on evaluation of:
a) Management Board's Report on Company's activities in the fiscal year 2009;
b) Company's financial statements for the fiscal year 2009; and
c) Management Board's motion regarding allocation of the Company's profits for the fiscal year of 2009.
8. The Supervisory Board's presentation of the evaluation of Company's standing and Management Board's activities.
9. Consideration and adoption of a resolution regarding approval of the Management Board's Report Company's activities in the fiscal year 2009.
10. Consideration and adoption of a resolution regarding approval of the Company's financial statements for the fiscal year 2009.
11. Consideration and adoption of a resolution regarding approval of the Management Board's Report on Cyfrowy Polsat Capital Group's activities in the fiscal year 2009.
12. Consideration and adoption of a resolution regarding approval of the Cyfrowy Polsat Capital Group's consolidated financial statements for the fiscal year of 2009.
13. Consideration and adoption of a resolution on the Report from activities of Cyfrowy Polsat Supervisory Board containing an assessment of its activities in 2009.
14. Adoption of a resolution granting members of the Management Board the approval of performance of their duties in 2009.
15. Adoption of a resolution granting members of the Supervisory Board the approval of the performance of their duties in 2009.
16. Adoption of a resolution on distribution of profits for the fiscal year 2009 and dividend payout.
17. Adoption of a resolution amending the Articles of Association.
The wording to date:
Art. 7
The object of the Company is:
1. Radio and television business;
2. telecom business;
3. Data processing;
4. database business;
5. IT business;
6. call center services;
7. arts and literary business;
8. entertainment business;
9. film, audio and video recordings, production and distribution, purchase and sale of copyrights;
10. advertising business;
11. printing business;
12. electrical equipment installation, repair and maintenance services;
13. radio and television transmitter installation, repair and maintenance services;
14. construction business;
15. real estate management;
16. real estate development, purchase, sale, rental and management;
17. telecom, television and radio equipment and machinery production;
18. electrical and electronic equipment production;
19. Rental of other machines and equipment;
20. loading, storing and warehousing of goods;
21. trade business (wholesale and retail), commission sale;
22. performance of research and technical analysis;
23. research and development activities within technical sciences;
24. holding business;
25. business and management advisory services;
26. financial services;
27. financial mediation.
An activity for which a concession or permit is required shall be undertaken by the Company after such concession or permit has been obtained.
Proposed wording:
Art. 7
The object of the Company is:
1. Radio and television business;
2. telecom business;
3. Data processing;
4. database business;
5. IT business;
6. call center services;
7. arts and literary business;
8. entertainment business;
9. film, audio and video recordings, production and distribution, purchase and sale of copyrights;
10. advertising business;
11. printing business;
12. electrical equipment installation, repair and maintenance services;
13. radio and television transmitter installation, repair and maintenance services;
14. construction business;
15. real estate management;
16. real estate development, purchase, sale, rental and management;
17. telecom, television and radio equipment and machinery production;
18. electrical and electronic equipment production;
19. Rental of other machines and equipment;
20. loading, storing and warehousing of goods;
21. trade business (wholesale and retail), commission sale;
22. performance of research and technical analysis;
23. research and development activities within technical sciences;
24. holding business;
25. business and management advisory services;
26. financial services;
27. financial mediation
28. bookkeeping service;
29 payroll and personnel services;
30 economic and financial consulting services
An activity for which a concession or permit is required shall be undertaken by the Company after such concession or permit has been obtained.
18. Adoption of a uniform text of the Articles of Association to reflect the changes referred to in point 17 above
19. Closing of the meeting.
The right of shareholders to request inclusion of individual items on the agenda of the
Ordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the share capital of the Company may require the inclusion of certain items on the agenda of the Ordinary General Meeting. The request should be submitted before Management Board of the Company not later than 21 (twenty one) days before the date of the meeting i.e. until 3 June 2010. The request shall include a justification or a draft resolution on the proposed item of the agenda. The requests should be sent to the address of the Company or in the electronic form to: akcjonariusze@cyfrowypolsat.pl. The request shall be accompanied by evidence of entitlement to its filing. The Management Board shall promptly, but no later than 18 (eighteen) days before the due date of the General Meeting, i.e. until 6 June 2010, announces changes to the agenda, introduced at the request of shareholders. The announcement shall be executed in the same manner as applicable to convening a General Meeting.
The right of shareholders to submit draft resolution
A shareholder or shareholders of the Company representing at least one-twentieth of the share capital may, before the date of the Annual General Meeting, submit draft resolutions on items placed on the agenda of the Annual General Meeting, or matters which are to be placed on the agenda, to the Company by sending a letter to the address of the Company or in the electronic form to: akcjonariusze@cyfrowypolsat.pl .
The Company shall promptly provide the draft resolutions at the Company's website.
The right to submit draft resolutions on items placed on the agenda during the Annual General Meeting
Each of the shareholders may submit draft resolutions on items placed on the agenda at the General Meeting. A shareholder also has the right to suggest amendments and additions to the draft resolutions being on the agenda of the Annual General Meeting - until the time of closing the discussion on the item of agenda concerning the draft resolution which the suggestion applies to. These proposals, together with a brief explanation, should be submitted in writing - separately for each draft resolution - giving the name or the company of the shareholder to the Chairman of the Annual General Meeting.
The manner of exercising voting rights by a Proxy
A shareholder who is a natural person may participate in the Annual General Meeting and exercise their right to vote in person or by a proxy.
A shareholder who is not a natural person may participate in the Annual General Meeting and exercise their voting right by the person authorized to make declarations on its behalf or by a proxy.
The power of attorney to attend the Annual General Meeting and exercise voting rights must be granted in writing or in the electronic form.
The forms referred to in Article 4023 § 1 point 5 of the Commercial Companies Code, allowing exercise of voting rights by a proxy, are available on the Company's website at http://www.cyfrowypolsat.pl/, the Investors' Center subpage, the Genera Shareholders Meeting tab - Materials. The Company does not impose the obligation to provide representation in the form above.
The fact of awarding the power of attorney in the electronic form should be notified to the Company by means of electronic communication in the form of information sent to the following e-mail address: akcjonariusze@cyfrowypolsat.pl, however, this information should include the data of the representative and the principal (indicating the name, surname (name of entity), place of residence (registered address)). The information about the delegation should also indicate the number of Soares with voting rights which will be exercised. Any consequences arising from the improper issuance of the power of attorney shall be borne by the principal.
A power of attorney issued in the electronic form does not require affixing a secure electronic signature verified by a valid qualified certificate.
The Company may take appropriate measures to identify the shareholder and the proxy to verify the validity of the mandate given in the electronic form, in particular, it may apply to the shareholder
granting a proxy for confirmation by means of the electronic form.
The right to represent the shareholder who is not a natural person should be derived from a copy of an appropriate register, or a chain of powers of attorney presented upon the creation of the attendance list.
The person / persons granting the power of attorney on behalf of the shareholder not being a natural person must be shown in the current extract of a register applicable to the shareholder.
A Member of the Management Board of the Company and a company employee can act as proxies of the shareholders at the Annual General Meeting.
If a proxy at the Ordinary General Meeting is a member of the Management Board of the Company, a member of the Supervisory Board, the liquidator, an employee or a member of the authority or an employee of a subsidiary of Cyfrowy Polsat the power of attorney may authorize the proxy to represent the shareholder at one general meeting only. The proxy is obligated to disclose to the shareholder circumstances indicating to the existence or possibility of conflict of interest. The above mentioned proxy is not entitled to granting further powers of attorney.
The Management Board of the Company informs that in the case of granting a power of attorney by a shareholder together with voting instructions, the Company will not verify whether the proxy holders vote in accordance with the instructions they have received from the shareholders. Accordingly, the Management Board of the Company indicates that the instruction to vote should be given to the Proxy only.
The possibility and manner of participating in the Annual General Meeting by means of electronic communication.
The Company does not provide the possibility to participate in the Annual General Meeting by means of electronic communication.
The manner of expressing oneself during the Annual General Meeting by means of electronic communication
The Articles of Association of the Company do not foresee the possibility to express oneself by means of electronic communication during the Annual General Meeting.
The manner of exercising voting rights by correspondence or through the use of electronic communication
The Bylaws of the General Meeting of the Company do not foresee the possibility to exercise voting rights by correspondence or by electronic means.
The registration date for participation in the Annual General Meeting
The registration date for participation in the Annual General Meeting is 8 June 2010 ("Registration Day").
Information about the right to participate in the Annual General Meeting
Only the persons being shareholders of the Company on the Registration Day are entitled to participate in the Annual General Meeting.
Holders of registered shares and interim certificates and pledges and users who have the right to vote, are entitled to participate in the Annual General Meeting if they are entered in the register of shareholders on the Registration Day.
At the request of the holder of dematerialized bearer shares of the Company, made no earlier than after the notice about convening the Annual General Meeting, i.e. not earlier than on 28 May 2010 and no later than on the first working day after the Registration Day, i.e. not later than on 9 June 2010, the entity holding the securities account issues a registered statement about the right to participate in the general meeting.
The Company hereby informs that the only those who:
a) were shareholders of the Company on the Registration Day, i.e. on 8 June 2010, and
b) for holders of authorized bearer shares - requested - no sooner than on 28 May 2010 and no later than on 9 June 2010 - the holder of their securities account to issue a registered certificate of the right to participate in the general meeting, will have the right to participate in the Annual General Meeting.
The list of shareholders entitled to participate in the Annual General Meeting shall be available at the Company's headquarters in Warsaw (03-878), at 4a Łubinowa Street, between 9:00 - 15:00, three working days prior to the date of the Meeting.
Cyfrowy Polsat shareholder may request receipt of a list of shareholders entitled to participate in the Ordinary General Meeting, free of charge, by e-mail, giving their own e-mail address to which the list should be sent.
Persons eligible to participate in the General Meeting are invited to register and to collect voting papers directly before the entrance to the conference hall just half an hour before the start of the meeting.
Access to documentation
The documentation to be presented in Annual General Meeting together with the draft resolutions will be published on the website of the Company from the date of informing about convening the Annual General Meeting in accordance with Article. 4023 § 1 of the Commercial Companies Code. The remarks of the Management Board of the Company or the Supervisory Board of the Company about matters placed on the agenda of the Ordinary General Meeting, or matters which are to be placed on the agenda prior to the date of the Ordinary General Meeting will be available on the Company's website immediately after their creation.
Information about the Ordinary General Meeting is available at http://www.cyfrowypolsat.pl/, the Investors' Center subpage, the Genera Shareholders Meeting tab - Materials.
---
Draft resolutions for Annual General Meeting to be held on 24 June 2010 (.pdf)
Report on activities of the Supervisory Board of Cyfrowy Polsat S.A. in 2009 (.pdf)
Information on total number of shares and number of votes arising from these shares (.pdf)
The Management Board of Cyfrowy Polsat SA (the "Company") informs that today the Supervisory Board adopted a resolution whereby it accepted the recommendation of the Management Board of the Company as to the amount and timing of dividend payments. The Management Board recommends to the General Shareholders' Meeting the payment of dividend of PLN 0.57 per one share, which totals PLN 152,945,250, paid in two installments: PLN 0.38 per share, or PLN 101,963,500 on 11 August and PLN 0.19 per share, or PLN 50,981,750 on 17 November this year.
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby publishes interim consolidated report for the three month period ended 31 March 2010
Interim consolidated report for the three month period ended 31 March 2010
The Management Board of Cyfrowy Polsat S.A. ("Company') hereby informs that on 31 March 2010 it become aware of registration on 22 March 2010 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 7 of the Extraordinary General Shareholders Meeting of Cyfrowy Polsat S.A. dated 8 March 2009.
The consolidated text of the Articles of Association of the Company
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby informs that it convenes an Extraordinary Shareholders Meeting of Cyfrowy Polsat Spółka Akcyjna to be held on 8 March 2010 at 10.00 am in the Company's headquarters in Warsaw, at 4a Łubinowa Street.
Draft resolutions for Extraordinary Shareholders Meeting to be held on 8 March 2010 (.pdf)
The Management Board of Cyfrowy Polsat S.A. ("Company"), hereby announces publication dates of periodical reports in 2010 according to the Decree of the Council of Ministers dated 19 February 2009 concerning the submission of current and periodical information by the securities' issuers and also 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:
I. Annual report and consolidated annual report for 2009 - 18 March 2010
II. Consolidated quarterly reports
- 1st quarter of 2010 - 11 May 2010,
- 3rd quarter of 2010 - 5 November 2010.
III. Consolidated semi-annual report for the 1st half of 2010 - 26 August 2010.
The Management Board of Cyfrowy Polsat S.A. ("the Company") inform that Andrzej Matuszynski a Member of the Management Board, after a five year employment with Cyfrowy Polsat S.A. has resigned from the position on the Management Board effective on 6 January 2010. His responsibilities will be taken over by Dominik Libicki, President of the Management Board.
The Management Board and the Supervisory Board would like to take the opportunity to thank Andrzej Matuszynski for his commitment and valuable input into the development of the Company that he contributed during his time with the Company.