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The Management Board of Cyfrowy Polsat S.A. ("Company") informs, with regards to the current report number 14/2009 dated 23 March 2009 on terms of publishing periodic reports in 2009 that there was a change in the date of the publication of the interim consolidated quarterly report for the three month period ended 30 September 2009 from 4 November 2009 to 10 November 2009.
Prepared according to: § 103 sec. 1 of the Regulation of the Council of Ministers of 19 February 2009 concerning the submission of current 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
The Management Board of the Cyfrowy Polsat S.A. ("Company") informs that on 9 October 2009 it become aware of the fact of that on 1 October 2009 three long-term agreements were signed between the Company and Eutelsat S.A.. The object of the agreements is the continuation of renting transponders on HotBird 8 satellite. As a result of the signed agreements and an agreement dated 26 February 2009 (current report no 10/2009 dated 27 February 2009) the Company continues to have on its hand satellite capacity on four transponder HotBird 8 and 9.
The value of signed agreements is expressed in Euro and in the life of the agreements, converted into PLN at the rate of PLN 4.2640 per 1 euro, published by the National Bank of Poland on 9 October 2009, will equal to PLN 340 million.
All conditions of the agreements do not vary from market standards applied to this type of agreements.
The agreements have been deemed material due to the fact that their summarized value over their lifetime will exceed10% of revenues of the Company for the last four quarters.
Legal basis: Paragraph 5, section 1, point 3 of a Decree of the Finance Minister regarding current and
periodical information filed by issuers of securities.
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The Management Board of Cyfrowy Polsat S.A. ("the Company") informs that on 13 August 2009 it received a notification of initiation o proceedings with regards to application of practices breaching collective interest of consumers as set out by the provisions of art 24 clause 2 point 1 of the Law of 16 February 2007 on competition and consumer protection by the Company, comprising the application of provisions in the Rules of service provision, whose content, in the view of the President of the Office of Competition and Consumer Protection ("UOKiK"), may be tantamount to the content of provisions entered into the registry of templates that have been deemed forbidden ("the Registry"). The content of the provision questioned by the President of UOKiK is as follows "In the event that of occurrences that are beyond control of Cyfrowy Polsat, deemed to be force majeure, in particular of legal, technical or economic nature, Cyfrowy Polsat reserves the right to introduce changes to the scope of number or kind of television or radio channels available within the Basic Package or Additional Packages. Such a change, and in particular replacement of a given channel with a channel of similar subject, discontinuation of a given channel due to its low viewing figures, discontinuation of a given channel due to occurrences effected by its broadcaster, or due to a decision issued by a body of the state authority, or a court decision does not constitute a change to the Agreement or a change of these Rules"
In the opinion of the President of UOKiK, comparing the questioned provision included in the Rules, with provisions of templates entered into the Registry under entries 571 and 1022 may indicate that the content of the provision in question similarly shapes the rights and obligations of consumers and falls within the hypothesis of forbidden provisions in agreement templates. The use of provisions in agreement templates, by entrepreneurs, that have been entered into the Registry is legally forbidden.
The Company has been in the course of works, in cooperation with UOKiK and the Office of Electronic Communications, to change the Rules. The Amended Rules shall enter into force promptly.
Pursuant to art. 106 of the Law on protection of competition and consumers, the President of UOKiK may impose a fine on an entrepreneur, not exceeding ten per cent of the revenue achieved in the prior to the year of administration of the fine. The following factors are considered upon determination of the level of the fine: the period, the level, and the circumstances of breach of the provisions of the law and also any previous breaches of the law.
Legal grounds: Paragraph 5 section 1 point 8 of the Decree of the Finance Minister of 19 February 2009 on ongoing and periodical information submitted by issuers of securities, and conditions of their acceptance as equivalent, required by the laws of a country not being a member state.
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby informs that the Supervisory Board of the Company in accordance with article 19 sec. 2 (h) of the Company's Statue and pursuant to Article 66 sec. 4 of the Act of Accountancy dated 29 September 1994 decided on 22 June 2009 to appoint KPMG Audyt Sp. z o.o., with its seats in Warsaw, ul. Chłodnej 51, registered into auditors register under the number 458, as a certified auditor for the audit of the standalone financial statements of Cyfrowy Polsat S.A. and the consolidated financial statements of Cyfrowy Polsat Group for the fiscal year ended 31 December 2009.
KPMG Audyt Sp. z o.o. will also audit standalone financial statements of Cyfrowy Polsat S.A. and consolidated financial statements of Cyfrowy Polsat Group for the six month period ended 30 June 2009.
Cyfrowy Polsat Group has previously rendered services in relation to reviews and audits of the standalone financial statements of Cyfrowy Polsat and the consolidated financial statements of Cyfrowy Polsat Group. Additionally KPMG Audyt Sp. z o.o. has provided auditing services in relation to the public offering on the Warsaw Stock Exchange.
Legal grounds: Art. 5. clause 1 item 19 of the Decree of Minister of Finance dated 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.
According to the current report number 23/2009 dated 24 April 2009 - Content of resolutions adopted by the Annual General Meeting of Cyfrowy Polsat S.A. on 23 April 2009 - The Management Board of Cyfrowy Polsat S.A. ("Company') hereby informs that on 25 May 2009 it become aware of registration on 18 May 2009 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 30 the Annual General Shareholders Meeting of Cyfrowy Polsat S.A. dated 23 April 2009.
The Articles of Association of Company were change as follows:
Section 4, art. 11 of the following content was removed:
"4. An increase or decrease in the equity is effected by means of resolution of the Annual General meeting passed upon a motion of the Management Board, accepted by the Supervisory Board."
1. In art. 19, section 2, letter h) - the full stop was replaced with a comma.
2. In art. 19, section 2, after letter h), the letter i) was added with the following content:
"i) granting consent to disburse a down-payment toward a future dividend to shareholders."
In art. 25 sections 4 through 7 of the following content was removed:
"4. The Management Board convenes the Annual General Meeting.
5. The Supervisory Board convenes the Annual General Meeting in the case when the Management Board does not convene such an Annual General Meeting in the term set out in section 2.
6. The Supervisory Board convenes an Extraordinary General Meeting whenever it deems so advisable and the Management Board does not convene such a Meeting within 14 days of the Supervisory Board submitting a relevant motion.
7. A shareholder or shareholders representing at least 1/10 (one tenth) of the equity may request an Extraordinary Meeting to be convened and also request placing particular items on the agenda of the nearest Annual General Meeting. Relevant motions regarding above issues are to be submitted in writing before the Management Board."
Sentence two in the current version of art. 27 section 3 of the Articles of Association was removed:
"The representation must be granted in a written form, otherwise it shall be null and void. "
Sentence one in art. 35 receives marking as section 1, and section 2 was added with the following content:
"2. The Management Board is authorized to disburse a down-payment towards the future dividend expected at the end of the fiscal year to shareholders. "
Art. 37 of the Articles of Association of the following content was removed:
"1. Public information from the Company, required by the law, shall be published in the Monitor Sądowy i Gospodarczy.
2. Each public information of the Company is also to be displayed in the registered office of the Company. "
The so far art. 38 of the Articles of Association then it is art. 37.
The consolidated text of the Articles of Association of the Company set by the resolution no 31 the Annual General Shareholders Meeting of Cyfrowy Polsat S.A. dated 23 April 2009 is in the annex to this current report.
Legal grounds § 38 sec. 1 point 2 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 announces the list of shareholders that exercised voting rights attached to shares representing not less than 5% at the Annual Shareholders Meeting held on 23 April 2009 and continued, after an adjournment, on 14 May 2009.
As not all the shareholders that participated in the Annual Shareholders Meeting held on 23 April 2009 also participated in the Annual Shareholders Meeting held on 14 May 2009 the Company publishes lists of shareholders that exercised voting rights attached to shares representing not less than 5% separately for each of the meetings.
List of shareholders that that exercised voting rights attached to shares representing not less than 5% at the Annual Shareholders Meeting held on 23 April 2009.
| Shareholder | Number of votes | Share of votes in the total share of votes represented on the Annual Shareholders Meeting held on 23 April 2009 | Share of votes in the total number of votes |
| Polaris Finance B.V. |
350.050.000 |
90,6% |
76,8% |
| Zygmunt Solorz-Żak |
21.207.500 |
5,5% |
4,7% |
On the Annual Shareholders Meeting held on 23 April 2009 386,441,081 shares were represented, which constitute 84.8% of the Total number of votes on Annual Shareholders Meeting. According to the Company's Statue, Series A, B, C and D shares carry two votes.
List of shareholders that that exercised voting rights attached to shares representing not less than 5% at the Annual Shareholders Meeting held on 14 May 2009.
| Shareholder | Number of votes | Share of votes in the total share of votes represented on the Annual Shareholders Meeting held on 14 May 2009 | Share of votes in the total number of votes |
| Zygmunt Solorz-Żak |
21.207.500 |
58,3% |
4,7% |
| Otwarty Fundusz Emerytalny PZU Złota Jesień |
9.000.000 |
24,7% |
2,0% |
| Heronim Ruta |
3.742.500 |
10,3% |
0,8% |
On the Annual Shareholders Meeting held on 14 May 2009 36,391,081shares were represented, which constitute 8.0% of the Total number of votes on Annual Shareholders Meeting. According to the Company's Statue, Series A, B, C and D shares carry two votes.
Legal grounds: Art. 70 sec. 3 of Act on public offering and the terms for introduction of financial instruments to organised trading and on public companies.
The Management Board of Cyfrowy Polsat S.A. ("the Company") inform that Mr Maciej Gruber, a Member of the Management Board, Chief Financial Officer, after seven years of employment with Cyfrowy Polsat S.A. has resigned from the his position on the Management Board effective on 14 May 2009. In a meeting dated 14 May 2009, the Supervisory Board accepted the resignation handed in by Maciej Gruber, and appointed Mr Tomasz Szeląg for the position of a Member of the Management Board, Chief Financial Officer.
Mr Tomasz Szeląg is 32 years old. Mr 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. In 2000-2003 Mr Szeląg was an assistant at his University (Foreign Trade Faculty). 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. 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 SA, and then of the Market Risk and Analysis Department In September 2004, he become Director of the Department. In December 2004, he become Director of Hedging Department of KGHM and held the function until March 2007. From April 2007 to May 2008 he worked as Director of Brach 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. 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.
Mr Tomasz Szeląg 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.
The Management Board and the Supervisory Board would like to take the opportunity to thank Mr Maciej Gruber for his commitment and valuable input into the development of the Company that he contributed during his time with the Company.
Legal grounds § 38 sec. 1 point 7 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 informs that on 14 May 2009 the General Shareholders Meeting, with its resolution no 34 on division of profits achieved in the fiscal year 2008 and dividend payout decided that the net income of PLN 271,277,066.74 generated by the Company in the fiscal year ended 31 December 2008 will be allocated as follows:
The General Shareholders Meeting decided that the dividend day will be on 1 June 2009 and the dividend payout dates will be as follows:
1. 16 June 2009 for an amount of PLN 134,162,500.00 and
2. 21 October 2009 for an amount of PLN 67,081,250.00.
Legal grounds § 38 sec. 1 point 7 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 General Shareholders Meeting on 14 May 2009.
Legal grounds § 38 sec. 1 point 5 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 content of resolutions adopted by the Annual General Meeting of Cyfrowy Polsat S.A. on 23 April 2009.
After considering item 19 of the meeting's agenda, the Annual General Meeting adopted a resolution regarding calling an adjournment until 4 pm on14 May 2009,
Legal grounds § 38 sec. 1 point 3 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 informs that the Annual General Meeting based on the resolutions adopted on 23 April 2009 decided that the Supervisory Board of the Company will consist of five members and nominated Robert Gwiazdowski, Andrzej Papis, Leszek Reksa, Heronim Ruta and Zygmunt Solorz-Żak to the Supervisory Board of Cyfrowy Polsat S.A.
The curriculum vitae of the new Supervisory Board members are as follows:
Robert Gwiazdowski a Ph. D. of Law. Since 1997 holder of Investment Advisor title. Mr. Gwiazdowski is also an arbiter in arbitrary proceedings at the Stock Exchange Court within the Warsaw Stock Exchange S.A.. He is the President of Adam Smith Centre. Between 1985 and 2006 he was a senior researcher at the University of Warsaw (assistant and then lecturer on the Law and Administration Faculty). In 1992-2002 he was partner in Smoktunowicz & Falandysz Legal Office. In 1994-2004 he was the Head of Tax Commission of Adam Smith Centre. Since 2002 he has run a business within legal and tax, and also finance and economic consultancy, trading as Gwiazdowski Consulting. Mr. Gwiazdowski is an author of commentaries regarding tax and economic topics on Polish TV and radio stations, and an author of numerous publications and articles. Mr. Gwiazdowski is the Supervisory Board member of Gemius S.A., MNI S.A. (independent member of the Supervisory Board) and DGA S.A.
Robert Gwiazdowski does not run a business competitive to Cyfrowy Polsat S.A. and is not entered into the Registry of Insolvent Debtors held by the Registry Court. Robert Gwiazdowski announced that he fulfills the independence criteria set forth in Code of Best Practices of WSE Listed companies in Chapter III point 6.
Andrzej Papis is a Legal Advisor. Mr. Papis graduated from the Law and Administration Faculty of the Warsaw University and completed his legal apprenticeship in the Local BAR Chamber in Warsaw. Between 1998 and 1999 he was an assistant in the team of professor M. Kulesza for the administrational reform of the country, followed by his post as co-worker of the Government Proxy Office for Implementation of the General Health Insurance. Since 2000 he has been the lawyer of Telewizja Polsat S.A. Since 2003 he has also been a member of the Board of TFP Sp. z o.o. and since 2004 he has been a member of the Supervisory Board of Elektrim S.A.. Since 2007 Mr. Papis has been on the Supervisory Board of Media Biznes Sp. z o.o. - broadcaster of the television channel TV Biznes.
Andrzej Papis does not run a business competitive to Cyfrowy Polsat S.A. and is not entered into the Registry of Insolvent Debtors held by the Registry Court.
Leszek Reksa is a graduate of the Foreign Trade Faculty of the School of Planning and Statistics (now the Warsaw School of Economics). He has extensive professional experience on managerial positions in various companies. For over 15 years he has been employed on managerial positions in the banking sector (PKO BP S.A.). He also has great experience of work in statutory bodies of legal companies - held a position of President of Board of PHU BIMOT S.A., Member of the Supervisory Board of Bankowy Fundusz Leasingowy S.A. and Member of the Supervisory Board of Zaklady Azotowe Kędzierzyn S.A.
Leszek Reksa does not run a business competitive to Cyfrowy Polsat S.A. and is not entered into the Registry of Insolvent Debtors held by the Registry Court. Leszek Reksa announced that he fulfills the independence criteria set forth in Code of Best Practices of WSE Listed companies in Chapter III point 6.
Heronim Ruta graduated from the Electrical Faculty of the Warsaw Polytechnic. He is employed by Ster Sp. z o.o. and seats on the Supervisory Boards of Invest Bank S.A., PAI Media S.A., Gurex S.A., and Telewizja Polsat S.A., and also on the board of Diasen Ltd. Between 1973 and1978 Mr. Ruta was a trainee and then an electrical technology specialist with Plastics Processing Plant (ZakladyTworzyw Sztucznych) Pronit Erg, between 1978 and 1979 he was a specialist supervising development of an experimental car for detection of cracks in rail tracks in Centralny Osrodek Badan Techniki Kolejnictwa. In 1980 Mr. Ruta worked for Cementation International Limited, London, designing the electrical layout for the Marriott Hotel in Warsaw. Between 1980 and 1987 he was the head of Wytwórczo-Uslugowa Spóldzielnia Pracy. In 1987 Heronim founded Herom Sp. z o.o., where he was president until 1992. From 1992 to 1994 he was president of Ster Sp. z o.o., and between 1991 and 1998 he ran his own business activities within trade and services in the field of electronics goods and establishment of television broadcast transmitters for Telewizja Polsat S.A.. From 2002 to 2005 Mr. Ruta was member of the Management Board of Polaris Finance B.V. and between 2002 and 2004 he was member of the Supervisory Board of Uzddaroji Akcine Bendrove "Baltijos Televizja".
Heronim Ruta does not run a business competitive to Cyfrowy Polsat S.A. and is not entered into the Registry of Insolvent Debtors held by the Registry Court.
Zygmunt Solorz-Zak is one of the greatest private entrepreneurs in Poland. Having spent a few years abroad returned to Poland and set up the Foreign Enterprise SOLPOL at the end of the 1980s. At the beginning of the 1990s Mr. Solorz-Zak took interest in the media sector investing in the Kurier Polski. In 1993 Mr. Solorz-Zak started first private satellite television in Poland - Polsat which, by receiving a license, transformed into a nationwide television. Within a few years Telewizja Polsat became the leader of the television market in Poland. Since the foundation of Telewizja Polsat Zygmunt Solorz-Zak has been the Chairman of the Supervisory Board. Mr. Solorz-Zak's investment interest also includes other business sectors through companies such as Elektrim S.A., Invest-Bank S.A., PAK S.A., PTE Polsat S.A., or TU Polisa Zycie S.A. Mr. Solorz-Zak is also the founder of Cyfrowy Polsat S.A. The entrepreneur has great experience of work in statutory bodies of commercial code companies from being the President of Supervisory Boards of companies such as Polsat Media S.A., Invest Bank S.A. and Elektrim S.A.
Zygmunt Solorz-Żak does not run a business competitive to Cyfrowy Polsat S.A. and is not entered into the Registry of Insolvent Debtors held by the Registry Court.
Legal grounds: Paragraph 5 section 1 point 22 of the Decree of the Finance Minister of 19 February 2009 on ongoing and periodical information submitted by issuers of securities, and conditions of their acceptance as equivalent, required by the laws of a country not being a member state.
The Management Board of Cyfrowy Polsat S.A. ("Company") informs that in the Annual General Meeting held on 23 April 2009 considered the following items of the meeting's agenda:
1.Opening of the Annual General Meeting.
2. Election of the Chairman of the Annual General Meeting.
3. Ascertaining appropriateness of convening the Annual General Meeting and its ability to pass resolutions.
4. Adoption of the agenda of the Annual General Meeting.
5. Election of the Ballot Committee.
6. Management Board's presentation of the report on activities of the Company in the fiscal year of 2008, presentation of the financial report of the Company for the fiscal year of 2008, Management Board's report on the activities of the capital group of the Company in the fiscal year of 2008, consolidated financial statements of the capital group of the Company in the fiscal year of 2008 and Management Board's motion regarding allocation of the Company's profits for the fiscal year of 2008.
7. The Supervisory Board's presentation of evaluation of:
- Management Board's report on activities of the Company in the fiscal year of 2008;
- the financial statements of the Company for the fiscal year of 2008; and
- Management Board's motion regarding allocation of the Company's profits for the fiscal year of 2008.
8. The Supervisory Board's presentation of the position of the Company and evaluation of the Management Board's activities.
9. Discussion and adoption of a resolution regarding approval of the Management Board's report on the activities of the Company in the fiscal year of 2008.
10. Discussion and adoption of a resolution regarding approval of the financial statements of the Company for the fiscal year of 2008.
11. Discussion and adoption of a resolution regarding approval of the Management Board's report on the activities of Cyfrowy Polsat Capital Group in the fiscal year of 2008.
12. Discussion and adoption of a resolution regarding approval of the consolidated financial statements of Cyfrowy Polsat Capital Group for the fiscal year of 2008.
13. Discussion and adoption of a resolution regarding approval of the Supervisory Board's report for 2008.
15. Adoption of a resolution granting the members of the Management Board the acknowledgement of the fulfillment of their duties in 2008.
16. Adoption of a resolution granting the members of the Supervisory Board the acknowledgement of the fulfillment of their duties in 2008.
17. Adoption of a resolution regarding determination of the number of members of the Supervisory Board and election of the members of the Supervisory Board for the new term.
18. Adoption of a resolution regarding changes to the Bylaws of the Annual General Meeting of the Company.
19. Adoption of a resolution regarding changes to the Articles of Association of the Company.
20. Adoption of a resolution regarding setting out the consolidated text of the Articles of Association of the Company.
and adopted the above mentioned resolutions.
Before the voting on the resolution regarding allocation of profit for the fiscal year of 2008 and regarding dividend payout the Annual General Meeting adopted a resolution regarding calling an adjournment. The meeting will be continued on 14 May 2009 at 16:00 in Hotel Sheraton, ul. Bolesława Prusa 2, Warsaw.
Legal grounds § 38 sec. 1 point 4 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"), informs that due to the finalization of the process of exercising a put option to sell shares in Sferia S.A., of which the Company informed in the current report number 13/2009 dated 13 March 2009, on 21 April 2009 the Company sold 350,000 shares in Sferia S.A. to Polaris Finance B.V., an entity appointed by Mr. Zygmunt Solorz-Żak as an executer of an option agreement. Shares were sold for the price of PLN 53,725,884.87 (the price of acquisition of PLN 53,396,000 increased by an interest of 5.5% calculated from 11 March 2009 to 21 April 2009).
Legal grounds: § 56 point 1 passage 1 Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies dated 29 July 2005.
Subject: Correction of the current report number 18/2009 dated 17 April 2009 - Information regarding change of Polaris Finance B.V. and Mr. Zygmunt Solorz-Żak share in the total number of votes in the General Meeting of Shareholders of Cyfrowy Polsat S.A.
The Management Board of Cyfrowy Polsat S.A. ("Company") informs, that in the current report number 18/2009 dated 17 April 2009 there was a mistake in date on which the Company become aware of a return transfer of shares of Cyfrowy Polsat S.A. A correct date when the Management Board of Cyfrowy Polsat S.A. become aware of a return transfer of shares is 16 April 2009 instead of 17 April 2009 as it was published in the report.
Legal grounds: art. 70 section 1 of Law of 29 July 2005 on public offering and conditions of introducing financial instruments into the organized system of trade and on public companies.
The Management Board of Cyfrowy Polsat S.A. ("Company") informs that on 17 April 2009 it become aware of a return transfer of 20,000,000 dematerialized registered shares of the Company, privileged as to the number of votes in the ratio of 2 to 1, resulting from a withdrawal by Polaris Finance B.V. on 16 April 2009 from a share sale agreement with Mr. Zygmunt Solorz-Żak dated 18 December 2008 (current report no 36/2008 dated 24 December 2008). The share transfer was made on 16 April 2009.
Prior to the aforementioned transaction Polaris Finance B.V. held 162,943,750 shares of the Company which accounted for 60.73% of the share capital of the Company entitling to 317,968,750 votes in the General Meeting of Shareholders of the Company which accounted for 69.76% of the total number of votes in the General Meeting of Shareholders of Cyfrowy Polsat S.A.
After completing the aforementioned transaction Polaris Finance B.V. holds 182,943,750 shares of the Company which account for 68.18% of the share capital of the Company entitling to 357,968,750 votes in the General Meeting of Shareholders of the Company which accounts for 78.53% of the total number of votes in the General Meeting of Shareholders of Cyfrowy Polsat S.A., provided that changes in the Company's Shareholders Register have been made.
Prior to the aforementioned transaction Mr. Zygmunt Solorz-Żak held 30,603,750 shares of the Company which accounted for 11.41% of the share capital of the Company entitling to 61,207,500 votes in the General Meeting of Shareholders of the Company which accounted for 13.43% of the total number of votes in the General Meeting of Shareholders of Cyfrowy Polsat S.A.
After completing the aforementioned transaction Mr. Zygmunt Solorz-Żak holds 10,603,750 shares of the Company which account for 3.95% of the share capital of the Company entitling to 21,207,500 votes in the General Meeting of Shareholders of the Company which accounts for 4.65% of the total number of votes in the General Meeting of Shareholders of Cyfrowy Polsat S.A., provided that changes in the Company's Shareholders Register have been made.
Moreover, Polaris Finance B.V. informed the Company about lack of intention of further increasing the share in the total number of votes in the General Meeting of Shareholders of Cyfrowy Polsat S.A. within 12 months from the date of filing this note.
Legal grounds: art. 70 section 1 of Law of 29 July 2005 about public offering and conditions of introducing financial instruments into the organized system of trade and on public companies.
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby publishes the content of draft resolutions for the Ordinary Shareholders Meeting convened on 23 April 2009.
Legal grounds § 38 sec. 1 point 3 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. ("the Company") informs that on 14 April 2009 it received a note about ex-officio initiation of antimonopoly proceedings against the Company due to abuse of the dominant position on the domestic market of sale of rights for public broadcasting of Euro2008 event involving imposing onerous agreement conditions, resulting in unjustified benefits through dependence of sale of rights to public broadcast of Euro 2008 event on the purchase of a set-top box and technical support, which, according to the Office of Competition and Customer Protection ("UOKiK") may constitute a breach of art. 9 section 2 point 6 of the Law of 16 February 2007 on competition and customer protection.
Within the Euro2008 promotional activities, aimed exclusively at entrepreneurs, such as bars, pubs, and restaurants, the sale of rights to public broadcasting of signal from Euro2008 event was never made dependent on the purchase of a set-top box and the technical support.
Cyfrowy Polsat S.A., upon conclusion of agreements within the Euro2008 event, acted as a proxy of the entity holding the rights to public broadcasting of Euro2008 event only. The Company never held rights to sell rights to public broadcasting of Euro2008 event, as it was not the owner of copyrights, or related rights, nor it was a holder of a license.
Due to the aforementioned reasons, the Company believes that the initiated proceedings are baseless and it intends to submit their opinion on that matter before UOKiK soon.
Pursuant to art. 106 of the competition and customer protection, the President of the Office of Competition and Customer Protection may impose a cash penalty on an entrepreneur, at a level not exceeding 10% of the revenue of the previous fiscal year, prior to the year of the penalty administration. The period, the severity, the circumstances, and also previous cases of breach of the provisions of law are all considered upon determination of the cash penalty level.
The number of set-top boxes sold within the Euro2008 offer constituted mere 0.16% of gross acquisitions in 2008 and practically undetectable share in the revenues of the company.
Legal grounds: Paragraph 5 section 1 point 8 of the Decree of the Finance Minister of 19 February 2009 on ongoing and periodical information submitted by issuers of securities, and conditions of their acceptance as equivalent, required by the laws of a country not being a member state.
The Management Board of Cyfrowy Polsat S.A. ("Company") hereby informs that it convenes a Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna to be held on 23 April 2009 at 12.00 am in the Sheraton Hotel at B. Prusa 2, Warsaw.
The agenda of the meeting:
1. Opening of the Annual General Meeting.
2. Election of the Chairman of the Annual General Meeting.
3. Ascertaining appropriateness of convening the Annual General Meeting and its ability to pass resolutions.
4. Adoption of the agenda of the Annual General Meeting.
5. Election of the Ballot Committee.
6. Management Board's presentation of the report on activities of the Company in the fiscal year of 2008, presentation of the financial report of the Company for the fiscal year of 2008, Management Board's report on the activities of the capital group of the Company in the fiscal year of 2008, consolidated financial report of the capital group of the Company in the fiscal year of 2008 and Management Board's motion regarding allocation of the Company's profits for the fiscal year of 2008.
7. The Supervisory Board's presentation of evaluation of:
- Management Board's report on activities of the Company in the fiscal year of 2008;
- the financial report of the Company for the fiscal year of 2008; and
- Management Board's motion regarding allocation of the Company's profits for the fiscal year of 2008.
8. The Supervisory Board's presentation of the position of the Company and evaluation of the Management Board's activities.
9. Discussion and adoption of a resolution regarding approval of the Management Board's report on the activities of the Company in the fiscal year of 2008.
10. Discussion and adoption of a resolution regarding approval of the annual financial report of the Company for the fiscal year of 2008.
11. Discussion and adoption of a resolution regarding approval of the Management Board's report on the activities of the capital group of the Company in the fiscal year of 2008.
12. Discussion and adoption of a resolution regarding approval of the consolidated, annual financial report of the capital group of the Company for the fiscal year of 2008.
13. Discussion and adoption of a resolution regarding approval of the Supervisory Board's report for 2008.
14. Adoption of a resolution regarding allocation of profit for the fiscal year of 2008 and regarding dividend payout.
15. Adoption of a resolution granting the members of the Management Board the acknowledgement of the fulfillment of their duties in 2008.
16. Adoption of a resolution granting the members of the Supervisory Board the acknowledgement of the fulfillment of their duties in 2008.
17. Adoption of a resolution regarding determination of the number of members of the Supervisory Board and election of the members of the Supervisory Board for the new term.
18. Adoption of a resolution regarding changes to the Bylaws of the Annual General Meeting of the Company.
19. Adoption of a resolution regarding changes to the Articles of Association of the Company.
20. Adoption of a resolution regarding setting out the consolidated text of the Articles of Association of the Company.
21. Closing of the meeting.
The Management Board of the Company informs that pursuant to art. 406 § 1, art. 406 § 3 of the Commercial Companies' Code in relation to art. 9 section 3 of the law on trade in financial instruments (Journals of Law No. 183, item 1538 as amended), the following are entitled to participate in the Annual General Meeting: (i) holders of registered shares, who were entered into the share register, at least a week prior to the scheduled date of the Annual General Meeting, and (ii) owners of bearer shares, who submit, in the Company office, in Warsaw, at 4a Łubinowa Street, registered depository certificates, stating the number of shares held, and containing a statement the shares indicated in the content of the certificates have been locked on the investment account and shall not be subject to trade until the date of holding the Annual General Meeting.
Depository certificates are to be submitted at the registered office of the Company at Warsaw, 4a Łubinowa Street until 16 April 2009 at 9.00 - 17.00. hours. Registered depository certificates cannot be received back until the end of the Annual General Meeting.
Shareholders may participate in the Annual General Meeting and exercise their voting rights personally or through proxies. A power of attorney shall be granted in writing, lest it is void and null, submitted in original or in a duplicate.
A list of shareholders entitled to participate in the Annual General Meeting shall be displayed in the office of the Company for the period of three days prior to the date of the General Meeting.
Due to proposed amendments to the Articles of Association of the Company resulting from amendments to the Commercial Companies' Code, effective on 3 August 2009, below are presented the provisions to date and a draft of proposed amendments:
In art. 25 sections 4 through 7 of the following content shall be removed:
4. The Management Board convenes the Annual General Meeting.
5. The Supervisory Board convenes the Annual General Meeting in the case when the Management Board does not convene such an Annual General Meeting in the term set out in section 2.
6. The Supervisory Board convenes an Extraordinary General Meeting whenever it deems so advisable and the Management Board does not convene such a Meeting within 14 days of the Supervisory Board submitting a relevant motion.
7. A shareholder or shareholders representing at least 1/10 (one tenth) of the equity may request an Extraordinary Meeting to be convened and also request placing particular items on the agenda of the nearest Annual General Meeting. Relevant motions regarding above issues are to be submitted in writing before the Management Board.
Sentence two in the current version of art. 27 section 3 of the Articles of Association shall be removed:
The power of attorney must be given in writing lest it shall be null and void.
Art. 37 of the Articles of Association of the following content to date shall be removed:
1. Public information from the Company, required by the law, shall be published in the Monitor Sądowy i Gospodarczy.
2. Each public information of the Company is also to be displayed in the registered office of the Company.
The so far art. 38 of the Articles of Association shall then be art. 37.
Moreover, the following amendments to the Articles of Association are drafted:
Section 4, art. 11 of the following content shall be removed:
4. An increase or decrease in the equity is effected by means of resolution of the Annual General Meeting passed upon a motion of the Management Board, accepted by the Supervisory Board.
In art. 19, section 2, letter h) - the full stop shall be replaced with a comma.
In art. 19, section 2, after letter h), the letter i) shall be added with the following content:
i) granting consent to disburse a down-payment toward a future dividend to shareholders.
Sentence one in art. 35 receives marking as section 1, and section 2 is added with the following content:
The Management Board is authorized to disburse a down-payment towards the future dividend expected at the end of the fiscal year to shareholders.
Legal grounds § 38 sec. 1 point 1 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
Subject: Financial calendar for publication of periodical reports in 2009 and information on submitting consolidated periodical reports in relation to the Regulation of the Council of Ministers of 19 February 2009 concerning the submission of current and periodical information by the securities' issuer 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
The Management Board of Cyfrowy Polsat S.A. ("Company"), hereby announces publication dates of periodical reports in 2009: following the Regulation 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. Consolidated quarterly reports
- 1st quarter of 2009 - 12 May 2009
- 3rd quarter of 2009 - 4 November 2009;
II. Consolidated semi-annual report for 1st half of 2009 - 20 August 2009
III. Annual report and consolidated annual report for 2008 - 26 March 2009
Simultaneously, following the regulations of §83 sec. 1 and 3 of the Company informs about its intention to regularly present in the year 2009 consolidated quarterly reports including extracts from quarterly reports referred to in § 83 item 1 of the Decree as well as to present the consolidated interim report for the first half of 2009 including extracts from interim report referred to in § 83 item 3 of the Decree.
Prepared according to: § 103 sec. 1 of the Regulation of the Council of Ministers of 19 February 2009 concerning the submission of current 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
The Management Board of Cyfrowy Polsat S.A. ("Company"), informs that on 13 March 2009 based on an option agreement dated 11 March 2009 exercised a put option to sell shares in Sferia S.A. According to the notification directed to Zygmunt Solorz-Żak the Company will sell 350,000 shares in Sferia S.A. at the price of acquisition of PLN 53,396,000 increased by an interest of 5.5% calculated from 11 March 2009 to the date of payment for the shares purchased in the option to Zygmunt SolorzŻak or an entity pointed out by him.
This decision was taken due to the lack of acceptance from the minority shareholders for the capital involvement of Cyfrowy Polsat S.A. in Sferia S.A. The exercise of option was accepted the Supervisory Board.
It is necessary to underline that the Company will continue its multi play strategy.
Legal grounds: § 56 point 1 passage 1 Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies dated 29 July 2005.
The Management Board of Cyfrowy Polsat S.A. ("Company"), informs that on 11 March 2009 the Company accepted an offer to purchase 350,000 privileged shares of a new issue of Sferia S.A. ("Sferia") of nominal value of PLN 100 each ("Shares"). These Shares constitute approximately 11% in
the increased share capital of Sferia. The Shares were acquired at the issue price of PLN 152.56 per share. The total issue price of the acquired shares was PLN 53,396,000. Before the acquisition of Shares, the Company concluded an option agreement with Zygmunt Solorz - Żak, based on which
upon request of the Company, Zygmunt Solorz- Żak or an entity appointed by him will purchase the Shares acquired by Cyfrowy Polsat S.A. If the option is exercised the Shares will be sold for the total purchase price plus an interest of 5.5% p.a. The Company may exercise the aforementioned option at
any time, however no later than until 30 June 2009, but the term may be extended by further 3 months to 30 September 2009.
Sferia is a provider of telecommunication and broadband internet access services via the radio network based on Code Division Multi Access ("CDMA") technology.
The acquisition of Shares is another step of the Company within the frame of execution of the integrated multi-play service strategy.
Legal grounds: § 56 point 1 passage 1 Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies dated 29 July 2005
The Management Board of Cyfrowy Polsat S.A. ("Company") informs, that in the current report number 10/2009 dated 27 February 2009 there was a mistake in the PLN/Euro exchange rate. A correct PLN/Euro exchange rate, which was used to estimate the contract value of the agreement in PLN, is PLN 4.6578 per 1 euro instead of PLN 4,5678 per 1 euro as it was given in the report
Legal basis: Paragraph 5, section 1, point 3 of a Decree of the Finance Minister regarding current and
periodical information filed by issuers of securities.
The Management Board of the Cyfrowy Polsat S.A. ("Company") informs that on 27 February 2009 it become aware of the fact of that on 26 February 2009 long-term agreement was signed between the Company and Eutelsat S.A. on renting of the satellite capacity on the transponder HotBird 9.
Contract value, is expressed in euro and in the life of the agreement, converted into euro at a rate of PLN 4.5678 per 1 euro, published by the National Bank of Poland on 27 February 2009, will equal to PLN 124 million.
All conditions of the agreement do not vary from market standards applied to this type of agreements.
The agreement has been deemed material due to the fact that its value over its lifetime will exceed 10% of equity of the Company.
Legal basis: Paragraph 5, section 1, point 3 of a Decree of the Finance Minister regarding current and
periodical information filed by issuers of securities.
The Management Board of The Cyfrowy Polsat S.A. ("Company") hereby informs that on 25 February 2008 it concluded annexes to the license agreements dated 14 February 2003 and 30 May 2006 between the Company and TVN S.A. By force of signed appendices Company will be distributing television channels broadcast by TVN S.A., including TVN, TVN Siedem, TVN 24, TVN Style, TVN Turbo and TVN Meteo. TVN and TVN Siedem will be distributed to the subscribers of all packages offered by the Company, while TVN 24, TVN Style, TVN Turbo and TVN Meteo will be distributed to the Family Package subscribers
For distributing channels TVN 24, TVN Style, TVN Turbo and TVN Meteo, the Company will pay a monthly license fee, expressed in euro, to TVN S.A. for every subscriber of Family Package. The rate will depend on the number of subscribers of the Family Package.
Total value of signed annexes depends on the number of Family Packages subscribers and PLN/Euro exchange rate. The Company estimated that the total value of these annexes, in the life of the agreement, will not be lower than PLN 130,000,000 based on the PLN/Euro exchange rate of PLN 4.5678 per 1 euro, exchange rate published by the National Bank of Poland on day 25 February 2009 and recently reported number of subscribers as the base of such an estimation.
All conditions of the agreement do not vary from market standards applied to this type of agreements.
The annexes to the agreements have been deemed material due to the fact that its value over its lifetime will exceed 10% of the equity of the Company.
Legal basis: Paragraph 5, section 1, point 3 of a Decree of the Finance Minister regarding current and
periodical information filed by issuers of securities.
The Management Board of Cyfrowy Polsat S.A. ("Company"), informs that on 6 February 2009 it received an information that an entity related to the member of the Management Board sold in the standard session transaction:
a) 100,000 shares of Cyfrowy Polsat S.A. at the average price of PLN 14.88 per share on
30 January 2009;
b) 31.651 shares of Cyfrowy Polsat S.A. at the average price of PLN 15.04 per share on
3 February 2009;
c) 43,000 shares of Cyfrowy Polsat S.A. at the average price of PLN 14.72 per share on
4 February 2009;
d) 103,852 shares of Cyfrowy Polsat S.A. at the average price of PLN 14.42 per share on
5 February 2009
e) 100,000 shares of Cyfrowy Polsat S.A. at the average price of PLN 15.25 per share on
6 February 2009;
The Management Board of Cyfrowy Polsat S.A. ("Company"), hereby announces publication dates of periodical reports in 2009:
I. Consolidated quarterly reports and report:
- 4th quarter of 2008 - 26 February 2009
- 1st quarter of 2009 - 12 May 2009
- 2nd quarter of 2009 - 11 August 2009
- 3rd quarter of 2009 - 4 November 2009;
II. Consolidated semi-annual report for 1st half of 2009 - 15 September 2009
III. Annual report and consolidated annual report for 2008 - 9 June 2009
Simultaneously, following the regulations of §87 sec. 1 and 4 of the Regulation of the Council of Ministers of 19 October 2005 on current and periodical information provided by issuers of securities, the Company informs about its intention to regularly present in the year 2009 consolidated quarterly reports including extracts from quarterly reports referred to in § 87 item 1 of the Decree as well as to present the consolidated interim report for the first half of 2009 including extracts from interim report referred to in § 87 item 4 of the Decree.
Prepared according to: § 100 sec. 1 of the Regulation of the Council of Ministers of 19 October 2005 on current and periodical information provided by issuers of securities
The Management Board of Cyfrowy Polsat S.A. ("Company"), informs that on 26 January 2009 it received information that entities related to the members of the Management Board sold in the standard session transaction:
Legal grounds: art. 160 section 4 of the law of 29 July 2005 on trade in financial instruments.
The Management Board of Cyfrowy Polsat S.A. ("Company"), informs that on 19 January 2009 it received an information that an entity related to the member of the Management Board sold in the standard session transaction 46,250 shares of Cyfrowy Polsat S.A. at the price of PLN 14.10 per share on 15 January 2009.
Legal grounds: art. 160 section 4 of the law of 29 July 2005 on trade in financial instruments.
The Management Board of Cyfrowy Polsat S.A. ("the Company"), informs that on 14 January 2009 it become aware of the fact that members of the Management Board of the Company performed following transactions:
Legal grounds: art. 160 section 4 of the law of 29 July 2005 on trade in financial instruments.
The Management Board of Cyfrowy Polsat S.A. ("Company") informs that on 9 January 2009 it was informed that the member of the Management Board of the Company concluded following transactions:
Legal grounds: Article. 160 passage 4 of Act on Trading in Financial Instruments dated July 29 2005.
The Management Board of Cyfrowy Polsat S.A. ("Company"), hereby publishes the list of current and periodic reports ("Reports") disclosed by the Company during 2008. The reports are available in the Company's premises on 4a Łubinowa Street, Warsaw. They are also available on our investor relations website at http://www.cyfrowypolsat.pl/inwestor/index.cp.
Legal grounds: § 65 point 1 Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies dated 29 July 2005.