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11-04-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") reports that on 11 April 2014 the Company as the borrower, together with Telewizja Polsat sp. z o.o., Cyfrowy Polsat Trade Marks sp. z o.o., Polsat License Ltd. and Polsat Media Spółka z ograniczoną odpowiedzialnością Sp. k. entered into a facilities agreement ("Senior Facilities Agreement") with a syndicate of Polish and foreign banks led by ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Société Générale Corporate and Investment Banking ("Global Banking Coordinators") and comprising Société Générale Bank & Trust S.A., HSBC Bank plc, Bank Millennium S.A., Bank Pekao S.A., Bank Zachodni WBK S.A., BNP Paribas Fortis SA/NV, Credit Agricole Bank Polska S.A., Credit Agricole Corporate & Investment Banking, DNB Bank ASA, DNB Bank Polska S.A., Erste Group Bank AG, mBank S.A., PZU FIZ AN BIS 1, Raiffeisen Bank Poska S.A., RBS Bank (Polska) S.A., Société Générale S.A., Oddział w Polsce, The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Tokyo-Mitsubishi UFJ (Holland) N.V., as well as UniCredit Bank AG, London Branch, acting as the Agent and the Security Agent.

The Senior Facilities Agreement envisages the granting of a term facility loan ("Term Facility Loan") up to the maximum amount of PLN 2,500,000,000.00 (two billion five hundred million) ("Term Facility") and a multicurrency Revolving Facility Loan up to a maximum amount of the equivalent of PLN 500,000,000.00 (five hundred million) ("Revolving Facility Loan").
The Term Facility bears interest at a variable rate being the sum of the WIBOR rate for appropriate interest period and the applicable margin, whereas the Revolving Facility Loan bears interest at a variable rate being the sum of, depending on currency, the WIBOR rate (for indebtedness in PLN) or EURIBOR (for indebtedness in EUR) or LIBOR (for indebtedness in another currency permitted under the Senior Facilities Agreement) for the appropriate interest period and the applicable margin. The margin on the Term Facility and the Revolving Facility Loan will depend on the level of the "total leverage" ratio in such way that the lower it is, the lower the margin will also be. The Term Facility will be repaid in quarterly instalment of variable value, starting on 30 June 2014, with the final debt repayment date being 11 April 2019. The final date for the repayment of the full amount of the Revolving Facility Loan will also be 11 April 2019.

The receivables of the Company and the remaining debtors under the aforementioned facilities will be secured by security interests established by the Company and other entities. In particular, such security interests will include registered pledges over a collection of movables and property rights of a variable composition, constituting elements of the business enterprise of the Company and other appropriate entities, registered and financial pledges over share in the Company's subsidiaries, the assignment of rights as security, mortgages, notarial representations on submission to enforcement and similar securities established upon shares in or assets of the Company's subsidiaries which are governed by foreign law.

The Term Facility and the Revolving Facility Loan will be used by the Company in particular:

  1. for repaying the whole indebtedness arising from or referred to in the following documents:  
    1. the Senior Facilities Agreement of 31 March 2011, as amended, entered into between the Company (as the borrower) and certain finance parties; and
    2. the Indenture of 20 May 2011 concerning the issuance of debt securities and relating to Senior Secured Notes; and
  2. towards the general corporate and working capital purposes of the Group.

In addition, the Senior Facilities Agreement provides, inter alia, for a possibility of: (i) the utilization of the aforementioned Facilities for the repayment of indebtedness under an Indenture of 17 February 2012 relating to pay-in-kind notes ("PIK Notes") issued by Eileme 1 AB (publ), a company incorporated under the laws of Sweden and a subsidiary of Metelem Holding Company Limited ("Metelem"), which in turn is the parent company of Polkomtel Sp. z o.o.; and (ii) the financing of acquisitions and other distributions permitted by the Senior Facilities Agreement. Notwithstanding the foregoing, no assurance can be provided as to when or whether the Company will effect such redemption or repayment of the PIK Notes or any other indebtedness of the Metelem group companies.

Furthermore, in accordance with the provisions of the Senior Facilities Agreement, if the total leverage ratio is maintained below a level designated in that Agreement, the Company may incur additional facilities. The terms of such additional facilities will on each occasion be set out in an additional facility accession deed, executed in connection with the incurring of such additional facility, provided that the termination date of such additional facility shall be no earlier than 6 months after the last termination date of the Term Facility Loan and the Revolving Facility Loan.
The Senior Facilities Agreement provides for certain conditions precedent, standard for transactions of that type, to be fulfilled in order to utilize the aforementioned Facilities as well as certain conditions subsequent, to be fulfilled following the utilization of the Facilities, which are also standard for transactions of that type.

The Senior Facilities Agreement was classified as material due to the fact that its value exceeds 10% of the revenue for the last four trading quarters of the year.
The aim of the execution of the Senior Facilities Agreement by the Company is to obtain refinancing which will make it possible to repay the full indebtedness arising from or referred to in the documents indicated above, which is one of the conditions precedent for the Company's obligation to issue shares for the benefit of shareholders of Metelem, and the obligation of Metelem shareholders to transfer Metelem shares to the Company in exchange for new shares, in accordance with the provisions of the Company's investment agreements with Metelem shareholders of 14 November 2013 (described in current report 22/2013 of 14 November 2013) and of 19 December 2013 (described in current report 27/2013 of 19 December 2013). The Company will announce the fulfilment of this condition precedent in a separate current report.

Legal basis: Article 56 Section 1 Clause 1 and 2 of the Act of 29 July 2005 on Public Offering and the Conditions of Introducing Financial Instruments to an Organized Trading and on Public Companies in connection with § 5 Section 1 Clauses 3 and 4 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information releases by the issuers of securities and the conditions of accepting as equivalent of information required by the laws of a non-member state.

08-04-2014

Notice is hereby given by the Management Board of Cyfrowy Polsat S.A. (the "Company") that on 8 April 2014 its subsidiary Cyfrowy Polsat Finance AB (publ) ("Cyfrowy Polsat Finance") filed a notice of redemption of all the EUR 350,000,000 7.125% Senior Secured Notes due 2018 issued by Cyfrowy Polsat Finance (the "Senior Secured Notes").

The Company reported the issuance of the Senior Secured Notes by Cyfrowy Polsat Finance and the terms of such issuance in its current report No. 34/2011 of 20 May 2011.

The redemption of the Senior Secured Notes is to take place on 8 May 2014 (the "Redemption Date").

The redemption of the Senior Secured Notes will be possible upon the satisfaction (or waiver by Cyfrowy Polsat Finance, in its sole discretion) of the following conditions:

(1) the receipt by the Company of net cash proceeds (following currency conversion), costs and expenses, sufficient to make all the redemption payments in connection with the redemption of the Senior Secured Notes, pursuant to a new senior facilities agreement to be entered into by, among others, the Company, prior to the Redemption Date; and

(2) the receipt by the Company of net cash proceeds (following currency conversion), costs and expenses, sufficient for the repayment of the Company's indebtedness under the Senior Facilities Agreement executed by the Company on 31 March 2011, as amended, pursuant to the new senior facilities agreement, as referred to in point (1).

The Notes will be redeemed for a price equal to 100% of the principal amount of the Senior Secured Notes increased by the Applicable Fixed Rate Premium, calculated in accordance with the terms of the Indenture, together with accrued and unpaid interest at EUR 33.25 per EUR 1,000 in principal amount to (but not including) the Redemption Date.

Legal basis: Article 56 Section 1 Clause 1 of the Act of 29 July 2005 on Public Offering and the Conditions of Introducing Financial Instruments to an Organized Trading and on Public Companies.

02-04-2014

The Management Board of Cyfrowy Polsat S.A. ("Company") announces that the Annual General Meeting of Cyfrowy Polsat S.A. was convened for April 29, 2014 at 12.00 p.m. 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. 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 the Management Board's Report on the Company's activities in the financial year 2013, the Company's financial statements for the financial year 2013, Management Board's Report on activities of Cyfrowy Polsat Capital Group in the financial year 2013, consolidated financial statements of Cyfrowy Polsat Capital Group for the financial year 2013.
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 2013;
b) the Company's financial statements for the financial year 2013;
c) the Management Board's motion regarding the distribution of the Company's profit generated in the financial year 2013.
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 2013.
10. Consideration and adoption of a resolution approving the Company's annual financial statements for the financial year 2013.
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 2013.
12. Consideration and adoption of a resolution approving the consolidated annual financial statements of the capital group of the Company for the financial year 2013.
13. Consideration and adoption of a resolution approving the Supervisory Board's Report for the financial year 2013.
14. Adoption of resolutions granting a vote of approval to the members of the Management Board for the performance of their duties in the year 2013.
15. Adoption of resolutions granting a vote of approval to the members of the Supervisory Board for the performance of their duties in the year 2013.
16. Adoption of a resolution on the distribution of profit for the financial year 2013.
17. 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 April 29, 2014 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 April 29, 2014.

All information concerning the Annual General Meeting is available on the website of the Company at http://www.cyfrowypolsat.pl/ in the section Investor Relations 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.

02-04-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby gives notice that on April 1, 2014 it adopted a resolution on submitting a motion on the distribution of the Company 2013 profits for consideration by the General Shareholders Meeting of the Company. The resolution contains the Management Board's motion to distribute the net profit earned by the Company in the financial year 2013, which amounts to PLN 429,012,674.99, as follows:

(i) PLN 102,859,516.76 to be distributed as dividends to the shareholders of the Company;
(ii) the remaining net profit of PLN 326,153,158.23 to be distributed to the supplementary capital.

Furthermore, the Management Board of the Company recommended that the dividend day (as defined in Article 348 § 2, in conjunction with Article 348 § 3 of the Commercial Companies Code) be scheduled for May 13, 2014, and the dividend payment day (as defined in Article 348 § 4 of the Commercial Companies Code) be scheduled for  May 28, 2014.

On April 1, 2014, upon request of the Management Board of the Company, the Supervisory Board issued its favorable opinion on the above motion and requested the General Shareholders Meeting to adopt the resolution on the distribution of profit for the financial year 2013, as proposed and recommended by the Management Board.

Legal basis: § 38 Section 1 Clause 11 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent.

27-03-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby announces that, as a result of discussions and negotiations relating to the conclusion of agreements with Mobyland Sp. z o.o ("Mobyland") and Polkomtel Sp. z o.o. ("Polkomtel") on the provision of Data Transfer Services, of which the Company informed the Polish Financial Supervision Authority and which was disclosed to the public in current report No. 18/2014 dated March 27, 2014, on March 27, 2014 the Company signed a subsequent Memorandum of Understanding ("Memorandum") to the agreement concluded between the Company and Mobyland on the provision of Data Transfer Services, about which the Company informed in current report No. 34/2010 of December 16, 2010.

The Memorandum defines in particular a new price per 1 MB and terms and conditions of settlement of the unused data packages resulting from previous orders, and also specifies the volume and conditions of the next order the Company intends to place through Polkomtel.

Under Order No. 3, about which the Company informed in current report No. 23/2012 of September 28, 2012, Cyfrowy Polsat ordered a data package of 31 million GB for the purpose of providing Internet access services. The volume of the data package unused as at the end of 2013, according to the net price of PLN 0.00645 per 1 MB set under Order No. 3, was approximately 17.8 million GB.

Under the signed Memorandum, the parties set a new, lower price per 1 MB of data transfer in the amount of PLN 0.00477 net and decided that the unused as at the end of 2013, but already paid for data package will be recalculated in accordance with this new price. Thereby, as a result of the Memorandum, the volume of the unused, but already paid for data package in the HSPA+ and LTE technology, remaining at the Company's disposal as at the end of 2013, amounts to 20,1 million GB.

Taking into consideration the rapid rate of growth of the number of users as well as of the average data usage per user, the Management Board of the Company estimates that the presently unused data package is sufficient to meet the needs related to the provision of Internet access services over the next few quarters only. It is the Management Board's intention to secure a data package that will allow unrestrained development of Internet access services in the medium-term.

With reference to the above, a framework agreement ("Agreement") was signed on March 27, 2014 between the Company and Polkomtel, concerning the terms of cooperation between parties as regards the provision of Data Transfer Services by Polkomtel for the Company. The parties agreed that the date of validity and moment of commercial start, following from the provisions of the abovementioned Agreement, will be January 1, 2014.

Within the framework of the aforesaid Agreement, Polkomtel will provide the Company with access to wireless data transfer, realized on the basis of LTE, HSPA+, HSPA and EDGE technologies. The maturity of the Agreement is unlimited and its value will be defined based on separate orders placed by the Company, regarding the purchase of Data Transfer Service, expressed as a number of GB.

On the Agreement date, the Company placed Order No. 1 with Polkomtel, regarding the purchase of 61 million GB of data transfer service with the guaranteed validity period of the Order until December 31, 2016 and net price of PLN 0.00477 per 1 MB. The total value of Order No. 1 amounts to PLN 297,953,280 (two hundred ninety seven million nine hundred fifty three thousand two hundred eighty Polish zloty), and the payment will be settled in monthly installments, starting from January 2014, as follows:

i. for every month from January 2014 to December 2014 - in the net amount of PLN 6,666,666.67, which amounts to a total of PLN 80.00 million in 2014;
ii. for every month from January 2015 to December 2015 - in the net amount of PLN 10,000,000.00, which amounts to a total of PLN 120.00 million in 2015;
iii. for every month from January 2016 to December 2016 - in the net amount of PLN 8,162,773.33, which amounts to a total of PLN 97.95 million in 2016.

The terms of the aforesaid Agreement do not vary from market standards applied in such agreements.

The Agreement is considered significant as its value exceeds 10% of the Company's revenue for the last four quarters.

To summarize, as at the beginning of 2014, within the framework of the Memorandum of Understanding with Mobyland, the Agreement with Polkomtel and Order No. 1 placed with Polkomtel, the total volume of data packages at the Company's disposal amounted to approximately 80 million GB.

The abovementioned data package enables the Company to achieve its business objectives over the medium term, while a lower price per 1 MB of data transfer allows the Company to present a more attractive offer to its customers, thus contributing to a faster rate of subscriber acquisition in the future and improvement of margins generated from telecommunications services.
The signed Agreement is an important element in implementing the Company's strategy to provide its customers with multi-play services, a significant component of which is Internet access.

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.

27-03-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby announces that it has decided to disclose the content of delayed inside information, about which the Polish Financial Supervision Authority was informed on March 21, 2014 (the delay occurred on the basis of Article 57.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29, 2005 and Paragraph 2.1 (1) of the Regulation of Ministry of Finance of April 13, 2006 on type of information, which might violate the legitimate interest of the issuer and the procedure for the issuer with respect to delaying the disclosure of inside information to the public).

The delayed inside information concerned entering into the key phase of negotiations potentially leading to the conclusion of agreements with Mobyland Sp. z o.o. and Polkomtel Sp. z o.o. on the provision of data transfer services to the Company.

Legal grounds: Article 56 Section 1 item 1 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.

07-03-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby notifies you that the Company's Extraordinary General Meeting is to be held on 3 April 2014, 11.00 AM CET, in Warsaw, at the registered office of the Company at ul. Łubinowa 4A.

Agenda of the Extraordinary General Meeting:

  1. Opening of the Extraordinary General Meeting.
  2. Appointment of the Chairman of the Extraordinary General Meeting.
  3. Drawing up an attendance list, confirming that the Extraordinary General 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.
  6. Adoption of the resolution regarding an approval for the execution of a pledge agreement and establishing a registered pledge on a collection of things and rights constituting an organizationally integral conglomerate with replaceable components, comprised in the Company's enterprise, in order to secure the repayment of the Company's debt financing.
  7. Closing of the Extraordinary General Meeting.

The Management Board of the Company encloses to this current report as follows:

  1. Notice of the Extraordinary General Meeting prepared pursuant to Article 402(2) of the Commercial Companies Code.
  2. Draft resolutions to be adopted by the Extraordinary General Meeting convened on 3 April 2014.

The Company makes all information concerning the Extraordinary General Meeting available on its website at: http://www.cyfrowypolsat.pl/, subpage: Investor Relations, tab: General Shareholders Meeting / Materials.

Legal basis: Article 56 Section 1 Clause 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies in conjunction with § 38 Section 1 Clauses 1 and 3 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent.

 

24-01-2014

The Management Board of Cyfrowy Polsat presents below the content of the statement made on 24 January 2014 during the Extraordinary General Meeting, in its version attached to the minutes of the Extraordinary General Meeting.

"Statement of the Management Board of Cyfrowy Polsat S.A. concerning a draft resolution of the Extraordinary General Meeting regarding the issuance of subscription warrants presented by a shareholder of the Company

With reference to the fact that a shareholder of Cyfrowy Polsat S.A. with its registered office in Warsaw (the "Company") has submitted a draft resolution regarding the issuance of subscription warrants providing for a payment of dividend for 2013 or interim dividend (zaliczka na poczet dywidendy) for 2014 by the Company, in an amount of no less than PLN 100,000,000 (one hundred million Polish zloty), the Management Board of the Company hereby states that, given the current financial condition of the Company, it is of the opinion that the payment of dividend or interim dividend in an amount of PLN 100,000,000 (one hundred million Polish zloty) would not pose any significant risk to the Company's financial standing or current plans. This opinion has been formed on the basis of the Management Board's analysis of the Company's current financial condition and capital requirements, including the published consolidated financial results of the Company's group for the nine months ended 30 September 2013 and the preliminary data regarding the Group's performance in the fourth quarter of 2013 available to the Management Board.

The Management Board's statement presented above is related to the fact that the decision to pay dividend or interim dividend is a condition precedent to a closing of an acquisition of Metelem Holding Company Ltd. ("Metelem") by the Company, which the Management Board considers to be a transaction of paramount importance for the Company's further development and improving its competitiveness. The Management Board believes that the completion of this transaction will improve the effectiveness of the Company's business and create value for its shareholders, therefore the Management Board will take all actions necessary to satisfy the conditions for the completion of the transaction set out in resolutions of the Extraordinary General Meeting.

The amount of dividend or interim dividend cited in this statement is not an estimate or forecast of financial performance of the Company or its group. Neither should it be relied upon as a basis for estimating or forecasting the financial performance of the Company or its group."

Legal basis: Article 56 Section 1 Item 1 of the Act on the Public Offering and the Conditions Governing the Introduction of Financial Instruments to an Organized System of  Trading and on Public Companies of 29 July 2005.

23-01-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby announces that on 22 January 2014 it received lock-up letters addressed to the Company from the following companies - Karswell Limited, Sensor Overseas Limited and Argumenol Investment Company Limited. The companies referred to in the preceding sentence are shareholders of Metelem Holding Company Limited ("Metelem") and parties to a conditional investment agreement signed with the Company on 14 November 2013 concerning the acquisition of Metelem shares by the Company in exchange for new-issue shares (Series I shares) issued by the Company, disclosed by the Company in its current report No. 22/2013 dated 14 November 2013.

Each of the aforementioned representations was made exclusively to the Company in connection with the contemplated conditional increase of the Company's share capital.

In connection with the contemplated acquisition of a specified number of new-issue shares (Series I shares) issued by the Company under the conditional share capital increase, such number having been defined in the aforementioned investment agreement and in the draft resolution on a conditional increase of the Company's share capital through the issue of Series I shares (disclosed by the Company in its current report No. 28/2013 of 20 December 2013), each of the companies referred to above represented to the Company severally, exclusively in relation to the Series I shares which the given company is going to acquire (the "Acquired Shares"), that in the event of acquiring the Acquired Shares, the given company shall not, over a period of 360 days following the submission of a representation on the acquisition of the Acquired Shares, offer or sell any Acquired Shares or securities convertible or exchangeable into Acquired Shares or enabling the acquisition of the same through the exercise of rights attached to such securities, nor other rights that enable it to acquire the Acquired Shares, nor other securities or financial instruments valued directly or indirectly with reference to the price of the Acquired Shares being their underlying instruments, including share swaps, futures and options; or (ii) enter into any other transaction that may result in an offer or sale of the Acquired Shares, except for transfer to the entities from the same capital group as the given company or entities established by the entities from the same capital group as the given company, provided that prior to the transfer to the entities referred to above, the given company will ensure that such an entity makes a representation to the Company with substantially the same content as this representation, covering the period from the date of acquisition of the Acquired Shares by such an entity to a date falling 360 days after the submission of the representation on the acquisition of the Acquired Shares by the given company.

For the avoidance of doubt, the restrictions referred to in the preceding paragraph do not exclude the right of the given company to encumber with any right in rem all, part or any of the Acquired Shares, or any other security interest, including, without limitation, pledge (in any form whatsoever) on all, part or any of the Acquired Shares.

 

Legal basis: Article 56 Section 1 Item 1 of the Act on the Public Offering and the Conditions Governing the Introduction of Financial Instruments to an Organized System of  Trading and on Public Companies of 29 July 2005.

23-01-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby gives notice that on 22 January 2014 it adopted a new dividend policy for the Company.

The new dividend policy shall come into effect as of and first apply to the standalone net profit for the financial year ending 31 December 2014.

The Company intends to provide its shareholders with a share in the generated profit through the payment of dividends.

When recommending the Company's profit distribution scenario for a given financial year to which the new dividend policy will apply, the Management Board of the Company shall submit a proposal to the General Meeting for the distribution of dividends representing from 33% to 66% of the standalone net profit of the Company, provided that the total indebtedness ratio of the Company's capital group, i.e. net debt to EBITDA as at the end of the financial year to which the profit distribution refers is less than 2.5x.

When preparing the recommendation for the distribution of the Company's profit and the dividend payment proposal referred to in the preceding paragraph, the Management Board will also take into consideration: the amount of standalone net profit achieved by the Company, the financial condition of the Company's capital group, existing obligations (including any restrictions arising from financing agreements and indebtedness of the Company and other members of its group), the ability to use and manage capital reserves, the Management and Supervisory Boards' assessment of the prospects of the Company and its capital group in a particular market situation, as well as the need to make expenditures in pursuit of the overriding goal of the Company, that is its continued growth, in particular through acquisitions and engaging in new projects.

 

Legal basis: Article 56 Section 1 Item 1 of the Act on the Public Offering and the Conditions Governing the Introduction of Financial Instruments to an Organized System of  Trading and on Public Companies of 29 July 2005.

20-01-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby releases the content of the following documents:

(1) a legal opinion concerning the interpretation of Article 419 of the Commercial Companies Code in the context of the manner of voting by the Company's General Meeting on resolutions concerning a conditional increase in the Company's share capital (available only in Polish version); and

(2) a written version of the reply given during the Extraordinary General Meeting concerning the interpretation of § 4 of the draft resolution on a conditional share capital increase by way of an issue of Series I shares (working English translation).

On 16 January 2014, during the Extraordinary General Meeting, in reply to questions from the Company's shareholders, key elements of the opinion referred to in item (1) above and of the reply referred to in item (2), were provided orally by the Company's legal advisers in the manner referred to in Article 428 § 1 of the Commercial Companies Code. Taking into account the significance of the formal issues raised at the time, and also with a view to providing the Company's shareholders with access to information regarded as important by the Management Board, presented during the Extraordinary General Meeting, the Management Board of the Company has resolved to make the content of the aforementioned documents public.

Attachments:
(1) Legal opinion (.pdf)
(2) Reply (.pdf)

Legal basis: Article 56 Section 1 Clause 1 of the Act of 29 July 2005 on Public Offering and the Conditions of Introducing Financial Instruments to an Organised System of Trading and on Public Companies.

17-01-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby notifies that during the Extraordinary General Meeting of the Company, held on 16 January 2014, three objections were raised vis-à-vis a resolution of the Extraordinary General Meeting which were recorded in the minutes of the meeting.
All objections were raised vis-à-vis the Resolution No. 7 regarding the conditional increase in the share capital of the Company by way of an issue of series I shares.

17-01-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby publishes the resolutions adopted by Extraordinary General Meeting of the Company on 16 January 2014, attached hereto.

Appendices: Content of resolutions (.pdf)

16-01-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby informs that the Extraordinary General Meeting of the Company at the meeting on 16 January 2014 adopted the resolution on the break of the General Meeting until 23 January 2014, 10.00 a.m CET. The General Meeting will continue in Warsaw at ul. Łubinowa 4a.

Legal basis: Section 38 Subsection 1 Item 6 of the Ordinance of the Minister of Finance of 19 February 2009 regarding the current and periodic information disclosed by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state

14-01-2014

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby publishes information provided to the Company's shareholders pursuant to Art. 428.6 of the Commercial Companies Code in connection with the shareholders' questions regarding the methodology of an estimate valuation of a non-cash contribution, that is the shares in Metelem Holding Company Limited, which indirectly controls 100% of the shares in Polkomtel Sp. z o.o.

Appendix: Information of the Management Board of Cyfrowy Polsat S.A. (.pdf)

Legal basis: Section 38 Subsection 1 Item 12 of the Ordinance of the Minister of Finance of 19 February 2009 regarding the current and periodic information disclosed by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state

20-12-2013

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby notifies you that the Company's Extraordinary General Meeting is to be held on 16 January 2014 at 11.00 AM CET, in Warsaw, at the registered office of the Company at ul. Łubinowa 4A.

Agenda of the Extraordinary General Meeting:

1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairman of the Extraordinary General Meeting.
3. Drawing up an attendance list, confirming that the Extraordinary General Meeting 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.
6. Adoption of the resolution regarding the conditional increase in the share capital of the Company by way of an issue of series I ordinary bearer shares.
7. Adoption of a resolution on depriving the existing shareholders of all the preemptive rights vis-à-vis all of the series I shares.
8. Adoption of the resolution regarding the issue of series I subscription warrants.
9. Adoption of a resolution on depriving the existing shareholders of all the preemptive rights vis-à-vis all of the series I subscription warrants.
10. Adoption of a resolution on authorizing the Management Board of the Company to take any and all actions that are necessary to dematerialize series I ordinary bearer shares, issued as part of the conditional increase in the share capital of the Company, and to have them admitted to trading on the regulated market operated by the Warsaw Stock Exchange.
11. Closing of the Extraordinary General Meeting.

The Management Board of the Company encloses to this current report as follows:

1. Notice of the Extraordinary General Meeting prepared pursuant to Article 402(2) of the Commercial Companies Code.
2. Draft resolutions to be adopted by the Extraordinary General Meeting convened on 16 January 2014.

The Company makes all information concerning the Extraordinary General Meeting available on its website at: http://www.cyfrowypolsat.pl/, subpage: Investor Relations, tab: General Shareholders Meeting / Materials.

Legal basis: Article 56 Section 1 Clause 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies in conjunction with § 38 Section 1 Clauses 1 and 3 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent.

04-10-2013

The Management Board of Cyfrowy Polsat S.A. (the 'Company') hereby informs that on October 4, 2013, Telewizja Polsat Sp. z o.o. ('TV Polsat'), seated in Warsaw, and Polsat License Ltd. ('Polsat License'), seated in Zug, Switzerland (subsidiaries of the Company) entered into an agreement (the 'Agreement') under which TV Polsat contributed to Polsat Brands - Swiss simple partnership (einfache Gesellschaft; under articles 530 seqq. of the Swiss Code of Obligations), established by TV Polsat and Polsat License - certain trademarks valued at PLN 880 million (the 'IP-Rights'), while Polsat License agreed to contribute a cash equivalent of 1/99 of the IP-Rights' value.

The IP-Rights contribution to Polsat Brands is intended to reorganize the TV Polsat group structure by segregating its core business of TV production and broadcasting from non-core business of intellectual property management.

The Agreement was considered significant as its value exceeds 10% of the consolidated revenues for the last four financial quarters.

Legal grounds: Article 56 Section 1 item 2 of the Offering Act in connection with § 5 sec. 1 item 3 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.

30-08-2013

The Management Board of Cyfrowy Polsat S.A. ('Cyfrowy Polsat', the 'Company') informs that on August 30, 2013, following the fulfillment of the conditions precedent included in the preliminary and conditional agreements for the purchase of shares in Polskie Media S.A. seated in Warsaw ('Polskie Media') concluded on March 28, 2013, between Telewizja Polsat Sp. z o.o. seated in Warsaw ('Telewizja Polsat'), subsidiary of Cyfrowy Polsat, and Karswell Limited seated in Nicosia, Cyprus and Sensor Overseas Limited seated in Nicosia, Cyprus, on which the Company informed in the current report no. 7/2013 dated March 28, 2013, Telewizja Polsat has finalized the purchase transaction of a total of 14,500,000 registered shares in Polskie Media with nominal value of PLN 10 each, comprising 100% of the share capital and giving right to 100% of the votes at the general meeting of Polskie Media for the total amount of PLN 99 million, comprising price for shares and adjustments related to enterprise value.

Polskie Media is a broadcaster of two channels distributed both in terrestrial and cable-satellite television: TV4 and TV6. An independent opinion of KPMG Advisory, prepared for the Management Board of Cyfrowy Polsat, confirmed that price terms of the transaction are fair from the point of view of Cyfrowy Polsat.

Cyfrowy Polsat Group considers the acquisition of Polskie Media a strategic step towards strengthening Telewizja Polsat's market position. This opens the possibility to increase advertising revenue based on the growing technical reach and the Group's stronger negotiations power as well as the synergies in the following areas: access and use of the programming content, technical, advertising, marketing and cross-promotion as well as back-office resources.

Moreover, the Management Board of the Company hereby informs that on August 30, 2013, the transaction of sale of 100% shares in RS TV S.A. ('RS TV') to Emitel Sp. z o.o. for PLN 45.5 million was finalized by Telewizja Polsat. The execution of the transaction followed the fulfillment of the conditions precedent included in the conditional agreement signed on March 28, 2013. These conditions included consent of the banks which are parties to Cyfrowy Polsat's loan agreement (SFA), release of all securities established on the shares and assets of the company related to the loan agreement and the issuance of Senior Notes as well as registration by court of division of RS TV.

According to Cyfrowy Polsat's loan agreement the proceeds from sale of shares in RS TV will be fully allocated to partial prepayment of the term loan incurred in March 2011, for the acquisition of Telewizja Polsat.

Legal grounds: Article 56 Section 1 point 1 of the Act on Publish Offering and conditions governing the introduction of financial instruments to the organized trading as well as public companies.

02-08-2013

We are pleased to provide you with the Annual Report of Cyfrowy Polsat presenting last year's achievements, activities, the most significant events and projects, which proved to be important steps in the consistent implementation of the Group's growth strategy.

28-06-2013

The Management Board of Cyfrowy Polsat S.A. ("the Company") hereby informs that on June 28, 2013 the Company partly pre-paid the Term Facility Loan in the amount of PLN 100 million (one hundred million zlotys).

The Term Facility Loan was granted to the Company on March 31, 2011 by the syndicate of Polish and international banks, which was disclosed by the Company in the current report no. 11/2011 of March 31, 2011, and it totaled to PLN 1,400 million. The above-mentioned pre-payment does not affect any provisions of the term loan agreement. The final facility repayment date is December 31, 2015. As of March 31, 2013, the total Term Loan liability amounted to PLN 823 million, and net debt/EBITDA ratio was 1.93x.

The Management Board considers this information significant as the repayment will have a positive impact on the Company's future results through proportional decrease in further principal payments and accrued interests.

Legal grounds: Article 56 Section 1 item 1 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.

11-06-2013

The Management Board of Cyfrowy Polsat S.A. ("the Company", "Cyfrowy Polsat") hereby informs that the Supervisory Board of the Company, based on the resolutions adopted on 11 June 2013  decided to nominate Dominik Libicki for the function of the President of the Management Board of Cyfrowy Polsat S.A.  and  Dariusz Działkowski, Aneta Jaskólska and Tomasz Szeląg for the function of Members of the Management Board of Cyfrowy Polsat S.A. The Members of the Management Board were appointed for a common three-year term.

Curriculum vitaes of the Members of the Management Board:

Dominik Libicki has been the President and Chief Executive Officer of Cyfrowy Polsat S.A. since March 2001. Mr. Libicki is also a member of the Supervisory Board of Telewizja Polsat Sp. z o.o. He is also the President of Management Board of INFO-TV-FM Sp. z o.o. Since February 2005, Mr. Libicki has also been Vice President of the Union of Private Media Employers of the Polish Confederation of Private Employers "Lewiatan" (Zwiazek Mediow przy Polskiej Konfederacji Pracodawcow Prywatnych Lewiatan). His previous professional experience is related mainly to the television production industry. He was the Managing Director of PAI Film. He also ran his own company Studio Meg which produced television advertising spots and television programs. Between 2005 and 2006 he was a Member and between 2006 and 2008 the Vice- Chairman of the Supervisory Board of Polska Telefonia Cyfrowa Sp. z o.o., the largest mobile network in Poland. From May 1999 to March 2011, Mr Libicki was member of the Supervisory Board of Polskie Media S.A. Mr. Libicki graduated from the Department of Environmental Studies at the Wroclaw Technical University and completed a training course for supervisory board members organized by the Polish Ministry of Economy.

Dominik Libicki does not run any 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.

Dariusz Działkowski has been a Member of the Management Board responsible for technology since August 2007. From November 2001 Mr. Działkowski was the Technical Director of Cyfrowy Polsat S.A. He is also a Member of the Management Boards of INFO-TV-FM Sp. z o.o., Redefine Sp. z o.o., Netshare Sp. z o.o., Gery.pl Sp. z o.o. and Frazpc.pl Sp. z o.o. Mr. Działkowski got his previous professional experience with Canal+ and Ericsson where he held the positions of Technical Director and Services Sales Department Manager respectively. He is one of the founders of Centrum Telemarketingowe Sp. z o.o. Mr. Działkowski graduated from the Faculty of Electronics at the Warsaw University of Technology at the radio and television specialization and has an MBA degree from the University of Maryland.

Dariusz Działkowski does not run any 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.

Aneta Jaskólska has been a Member of the Management Board of Cyfrowy Polsat S.A since July 2010. She is responsible for Legal Department, Administration Department, Personal Department and Safety Department. Mrs. Jaskólska is also a Member of the Management Boards of Cyfrowy Polsat Trade Marks Sp. z o.o., INFO-TV-FM Sp. z o.o., Redefine Sp. z o.o., Netshare Sp. z o.o., Gery.pl Sp. z o.o. and Frazpc.pl Sp. z o.o. Since 2007 Mrs. Jaskólska has been Director of Legal and Regulatory Department of Cyfrowy Polsat S.A. Between 2004 and 2007 Aneta Jaskólska held the position of Proxy and Director of Legal Department of UPC Polska Sp. z o.o. Mrs. Jaskólska has 14 years of experience in the legal advisory and services to large business entities. She 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 any 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.

Tomasz Szeląg is a Member of the Management Board and Chief Financial Officer since May 2009. Mr Szeląg is also a Member of Management Board of Telewizja Polsat Sp. z o.o., President of the Management Board of Cyfrowy Polsat Trade Marks Sp. z o.o., as well as Member of the Management Boards of Cyfrowy Polsat Finance AB, INFO-TV-FM Sp. z o.o., Redefine Sp. z o.o., Netshare Sp. z o.o., Gery.pl Sp. z o.o. and Frazpc.pl Sp. z o.o. Before joining Cyfrowy Polsat, he was Vice-President for Finance at Telefonia Dialog S.A. His previous experience included positions of: Director of the Branch of Société Générale Bank in Wroclaw, Director of the Hedging Department and Director of Analysis and Market Risk at KGHM. He graduated from Wroclaw University of Economics in the Faculty of National Economy, department of International Economic and Political Relations, specialization in Foreign Trade. He holds a doctorate in economics.

Tomasz Szeląg does not run any 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 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

 

11-06-2013

The Management Board of Cyfrowy Polsat S.A. ("the Company") hereby publishes the content of resolutions approved by the Annual General Meeting held on 11 June 2013.

Attachment: Content of resolutions (.pdf)

Legal grounds: Article 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.

11-06-2013
The Management Board of Cyfrowy Polsat S.A. ("the Company"), hereby announces the list of shareholders holding not less than 5% of the total number of votes at the Annual General Meeting held on 11 June 2013 (attached).

Attachment: List of shareholders holding not less than 5% of the votes at Annual General Meeting on 11 June 2013 (.pdf)

At the Annual General Meeting held on 11 June 2013, 398,894,997 votes were represented, which constitutes 75.6% of the total number of votes in the Company. According to the Company's Articles of Association, Series A, B, C and 166,917,501 Series 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 organized trading and on public companies, dated 29 July 2005.
15-05-2013

The Management Board of Cyfrowy Polsat S.A. ("Company") announces that the Annual General Meeting of Cyfrowy Polsat S.A. was convened for June 11, 2013 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. 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 the Management Board's Report on the Company's activities in the financial year 2012, the Company's financial statements for the financial year 2012, Management Board's Report on activities of Cyfrowy Polsat Capital Group in the financial year 2012, consolidated financial statements of Cyfrowy Polsat Capital Group for the financial year 2012.
  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 2012;
    b) the Company's financial statements for the financial year 2012; and
    c) the Management Board's motion regarding the distribution of profit generated in the financial year 2012.
  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 2012.
  10. Consideration and adoption of a resolution approving the Company's annual financial statements for the financial year 2012.
  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 2012.
  12. Consideration and adoption of a resolution approving the consolidated annual financial statements of the capital group of the Company for the financial year 2012.
  13. Consideration and adoption of a resolution approving the Supervisory Board's Report for the financial year 2012.
  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 2012.
  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 2012.
  16. Adoption of a resolution on distribution of profit for the financial year 2012.
  17. 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. 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."

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 and lease;
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;
31. activity of insurance agents and brokers;
32. activity related to games of chance and betting;
33. Web portal business;
34. IT advisory services;
35. retail mail-order sale or retail Web sale.
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. 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 11, 2013 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 11, 2013.

All information concerning the Annual General Meeting is available on the website of the Company at http://www.cyfrowypolsat.pl/ in the section Investor Relations 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.


 

15-05-2013

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby informs that on May 14, 2013 the Supervisory Board adopted a resolution approving the recommendation of the Management Board of the Company, concerning the distribution of the profit of the Company for the financial year 2012.

The Management Board recommends not to pay dividend and to allocate the total net profit for the financial year 2012 in the amount of PLN 529,837,249.45 to the reserve capital.

The Management Board's recommendation concerning the distribution of the profit is justified by one of the strategic objectives of the Company, that is lowering the Company's indebtedness, arisen due to the acquisition of Telewizja Polsat by the Company, in the shortest possible term. According to the loan agreements, consistent reduction of the level of the Company's debt ahead of schedule, and thereby reduction of the net debt/EBITDA ratio, will result in both reduction of nominal principal payments and interest charges, which 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.

28-03-2013

The Management Board of Cyfrowy Polsat S.A. ("Cyfrowy Polsat") hereby announces that on 28 March 2013 preliminary and conditional agreements for the sale of shares in Polskie Media S.A. (the "Agreement") were concluded between Telewizja Polsat Sp. z o.o. seated in Warsaw ("Telewizja Polsat", the "Buyer"), subsidiary of Cyfrowy Polsat, and Karswell Limited seated in Nicosia, Cyprus (the "Seller I") and Sensor Overseas Limited seated in Nicosia, Cyprus (the "Seller II").

Pursuant to the Agreements, Telewizja Polsat is obliged to enter into the promised agreements whereby it will purchase and Seller I and Seller II will sell a total of 14.500.000 registered shares in Polskie Media S.A. seated in Warsaw ("Polskie Media", the "Company") with nominal value of PLN 10 each comprising 100% of the Company's share capital and giving rise to 100% of voting rights at the annual general meeting for the total the total amount of PLN 99m, comprising price for shares and adjustments related to enterprise value.

The Agreement was concluded subject to the following precedent conditions:

  1. issue of the relevant approval by the President of the Office of Competition and Consumer Protection
  2. acquisition by either Seller I or Seller II of 2,500 registered shares with total nominal value of PLN 25 thousand from the Company's current minority shareholder.

Polskie Media is a broadcaster of two channels distributed both in terrestrial and cable-satellite: TV4 and TV6. An independent opinion of KPMG Advisory, prepared for the Management Board of Cyfrowy Polsat, confirms that price terms of the planned transaction are fair from the point of view of Cyfrowy Polsat.

Cyfrowy Polsat Group considers the acquisition of Polskie Media a strategic step towards strengthening of Telewizja Polsat's market position. This opens the possibility to increase advertising revenue based on the increasing reach and Group's stronger negotiations standing as well as the synergies in the following areas: access and use of the programming content, technical, advertising, marketing and cross-promotions as well as back-office resources.

Legal basis: Article 56 Section 1 point 1 of the Act on Publish Offering and conditions governing the introduction of financial instruments to the organized trading as well as public companies.

26-02-2013

The Management Board of Cyfrowy Polsat S.A. ("Cyfrowy Polsat", the "Company") informs that Standard & Poor's Rating Services ("S&P") revised its outlook on Cyfrowy Polsat to positive from stable and affirmed the long-term corporate credit rating assigned to the Company at 'BB'. S&P also affirmed the long-term issue rating at 'BB' assigned to the EUR 350 million senior secured notes due 2018 issued by Cyfrowy Polsat Finance AB (publ), a wholly owned Swedish subsidiary of Cyfrowy Polsat.

According to S&P's report, the positive outlook reflects their view that Cyfrowy Polsat could post credit measures commensurate with a higher rating in 2013, thanks to its good cash flow generation and continued debt reduction.

The securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Legal basis: Article 56 Section 1 item 2 the Offering Act in connection with § 5 Section 1 item 26 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.

01-01-2013

The Management Board of Cyfrowy Polsat S.A. ("Company", "Cyfrowy Polsat" or "Taking-over Company) announces that on December 31, 2012 it received a decision of the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division for the National Court Register dated December 31, 2012 regarding the registration of merger of the Company with Cyfrowy Polsat Technology Sp. z o.o. seated in Warsaw, address: 4a Łubinowa Street, 03-878 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 0000254220 ("CPT" or "Acquired Company").
The merger was effected by:

  1. 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
  2. termination of Acquired Company without liquidation,

in accordance with article 492 §1 item 1) PCCC.

As a result of the merger, Cyfrowy Polsat - in accordance with article 494 §1 PCCC assumed all rights and obligations of CPT, effective on the date of the merger.

Given that Taking-over Company held all the shares of Acquired Company, and according to article 515 §1 PCCC, the merger was effected without increasing the share capital of Taking-over Company.

The detailed terms of the merger, were specified in the Merger Plan prepared on October 19, 2012 and published on October 25, 2012 in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no 208, item 13971.

Legal basis: Article 56 Section 1 item 2 of the Offering Act in connection with § 5 Section 1 item 14 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.

04-12-2012

The Management Board of Cyfrowy Polsat S.A. ("the Company") hereby publishes the content of resolutions approved by the Extraordinary General Meeting held on December 4, 2012.

Attachment: Content of resolutions (.pdf)

Legal grounds: Article 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.

04-12-2012

The Management Board of Cyfrowy Polsat S.A. ("the Company"), hereby announces the list of shareholders holding not less than 5% of the total number of votes at the Extraordinary General Meeting held on December 4, 2012 (attached).

Attachment: List of shareholders holding not less than 5% of the votes at Extraordinary General Meeting on December 4, 2012 (.pdf)

At the Extraordinary General Meeting held on December 4, 2012, 395,133,552 votes were represented, which constitute 74.87% of the total number of votes in the Company. According to the Company's Articles of Association, Series A, B, C and 166,917,501 Series 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 organized trading and on public companies, dated 29 July 2005.

08-11-2012

The Management Board of Cyfrowy Polsat S.A. ("Company") announces that the Extraordinary General Meeting of Cyfrowy Polsat S.A. was convened for December 4, 2012 at 11.00 am at the Company's headquarters in Warsaw, at Łubinowa 4a Street.

Agenda of the Extraordinary General Meeting:

  1. Opening of the Extraordinary General Meeting.
  2. Election of the Chairman of the Extraordinary General Meeting.
  3. Making an attendance list, validation of correctness of convening the Extraordinary General Meeting and its ability to adopt binding resolutions.
  4. Appointment of the Ballot Committee.
  5. Adoption of the agenda.
  6. Adoption of resolution regarding the merger of Cyfrowy Polsat S.A. and Cyfrowy Polsat Technology Sp. z o.o. seated in Warsaw.
  7. Closing the Extraordinary General Meeting.

The Management Board of the Company attaches to this current report:

  1. An announcement concerning the convention of the Extraordinary General Meeting for December 4, 2012 prepared pursuant to Article 4022 of the Code of Commercial Companies.
  2. Drafts of the resolutions to be adopted at the Extraordinary General Meeting convened for December 4, 2012.
    All information concerning the Extraordinary General Meeting is available on the website of the Company at http://www.cyfrowypolsat.pl/ in the section Investor Relations 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.

31-10-2012

The Management Board of Cyfrowy Polsat S.A. ("Company", "Cyfrowy Polsat" or "Taking-over Company"), in accordance with article 504 § 1 and § 2 of the Polish Commercial Companies Code ("PCCC"), informs the Shareholders of Cyfrowy Polsat on the planned merger of Cyfrowy Polsat and Cyfrowy Polsat Technology Sp. z o.o. seated in Warsaw, address: 4a Łubinowa Street, 03-878 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 0000254220 ("CPT" or "Acquired Company"), in which Cyfrowy Polsat S.A. holds 100% of share capital.

The merger will be effected by:

  1. 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
  2. termination of Acquired Company without liquidation,in accordance with article 492 §1 item 1) PCCC.

As a result of the merger, Cyfrowy Polsat - in accordance with article 494 §1 PCCC will assume all rights and obligations of CPT, 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 PCCC, 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 October 19, 2012 and published on October 25, 2012 in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no 208, item 13971.

The Management Board of Cyfrowy Polsat 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 September 30, 2012,
  6. Statement containing information on accounting condition of Acquired Company as at September 30, 2012

("Merger Documents") will be available for inspection for Cyfrowy Polsat shareholders from the date of publication of this announcement, that is October 31, 2012 until the date of appointment of the resolution regarding the merger.

Pursuant to article 499 § 4 of the PCCC, with regard to the fact that the Taking-over Company is a public listed company and in line with the regulations on public offering and conditions for introducing financial instruments to organized trading system and on public companies, it publishes and presents to shareholders semi-annual financial reports, no declaration has been drafted that would include information on the book value of the Taking-over Company.

Merger Documents will be available in Cyfrowy Polsat Headquarters, at 4A Lubinowa Street 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.

The completion of the planned merger is subject to the consent of the financial institutions pursuant to the Senior Facilities Agreement signed by the Company on March 31, 2011, on which the Company informed in the current report no 11/2011 dated March 31, 2011.

This notice is the first notice.

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.

 

19-10-2012

The Management Board of Cyfrowy Polsat S.A. ("Company", "Cyfrowy Polsat" or "Taking-over Company") announces that on October 19, 2012 it resolved to merge the Company with Cyfrowy Polsat Technology Sp. z o.o. seated in Warsaw, address: 4a Łubinowa Street, 03-878 Warsaw, Poland, registered in entrepreneurs register maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Department of the National Court Register, under the number KRS 0000254220 ("CPT" or "Acquired company"), in which Cyfrowy Polsat S.A. holds 100% of share capital, and approved the merger plan.

Cyfrowy Polsat S.A. is the largest provider of pay DTH satellite television in Poland and the fourth largest DTH platform in Europe, in terms of the number of subscribers. Its core business is to provide individual customers with pay digital television services as well as broadband services and mobile telephony services.

Cyfrowy Polsat Technology Sp. z o.o. seated in Warsaw, specializes in design and production of set-top-boxes for reception of digital television, it is also involved in commercial activity consisting of wholesale of set-top-boxes and accessories. Cyfrowy Polsat is the key customer of the equipment manufactured by CPT.

The planned merger of the two companies will be effected, in accordance with article 492 §1 item 1 of the Polish Commercial Companies Code ("PCCC") (mergers through acquisition), by transferring all the assets of the Acquired Company to the Taking-over Company. As a result of the merger, the Acquired Company will be terminated without liquidation.
At the date of this report, share capital of the Acquired Company amounts to PLN 500,000 and is divided into 1,000 shares. Cyfrowy Polsat is the sole shareholder of the Acquired Company.  

Given that the Taking-over Company holds all the shares of the Acquired Company:

  1. pursuant to article 515 §1 of the PCCC, the Merger shall be carried out without increasing the share capital of the Taking-over Company;
  2. pursuant to article 516 §5 and in conjunction with article 516 §6 of the PCCC, the Merger Plan shall not be audited by any expert appointed by the court of registration; 
  3. pursuant to article 516 §5 and in conjunction with article 516 §6 of the PCCC, the Reports of Management Boards of Taking-over Company and Acquired Company shall not be issued.

The Merger Plan, prepared in accordance with article 499 §1 of the PCCC is attached to this current report, together with the documents mentioned in the article 499 §2 of the PCCC.  Pursuant to article 499 § 4 of the PCCC, with regard to the fact that the Taking-over Company is a public listed company and in line with the regulations on public offering and conditions for introducing financial instruments to organized trading system and on public companies, it publishes and presents to shareholders semi-annual financial reports, no declaration has been drafted that would include information on the book value of the Taking-over Company.

The planned merger is meant to optimize costs and simplify the organizational structure of the Capital Group of Cyfrowy Polsat S.A. which is required to realize its medium and long term strategy.

Merger Plan- attachment

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.

28-09-2012

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby informs that on 28 September 2012 the Company signed a Memorandum of Understanding ("Memorandum") to the agreement concluded between the Company and Mobyland Sp. z o.o. ("Mobyland") for the provision of Data Transfer Services , about which the Company informed in its current report no. 34/2010 of 16 December 2010.

The Memorandum defines in particular the terms and conditions of settlement of the unused Data Transfer Services resulting from the first two orders placed by the Company, about which the Company informed in its current reports no. 34/2010 of 16 December 2010 and 4/2012 of 24 January 2012.

Under the first two orders the Company ordered 25 million GB of Data Transfer Services, out of which 4.4 million GB were used until 31 August 2012. The Company paid in full for Order No. 1, and subsequently placed Order No. 2 which is being paid for in accordance with the terms and conditions of both the order and the agreement.

Under the signed Memorandum, the Parties agreed as follows:

  1. The company will order more Data Transfer Services by submitting Order No. 3. Therefore, the Parties agree to the following terms and conditions under which the unused portions of Order No. 1 and Order No. 2 will be included into Order No. 3:
    1. The volume and value of services utilized by the Company under Order No. 1 has been determined to be exactly 4.4 million GB as at 31 August 2012, leaving 7.6 million GB of unused data transfer under Order No. 1;
    2. Order No. 2 for 13 million GB of data transfer, all remaining to be used by the Company, will be paid by the Company in the amounts and on the dates specified and effective as at the order's submission date;
    3. On the date of concluding the Memorandum, the Company will submit Order No. 3, the volume of which shall correspond to the total of:
      i. 7.6 million GB unused by the Company under Order No. 1 (in accordance with item a. above),
      ii. 13 million GB to be used under Order No. 2 (in accordance with item b. above),
      iii. and additional 10.4 million GB, totalling 31 million GB of data transfer;
    4. The price for the Data Transfer Services requested under Order No. 3 will amount to PLN 0.00645 net per 1 MB. Hence, the total value of Data Transfer Services to be provided under Order No. 3 will reach PLN 204,748,800 net;
    5. Considering that the Company has already paid in full for the Order No. 1 and that the Company's payments under the Order No. 2 are made in accordance with the agreement, the payments required under Order No. 3 will be settled as follows:
      i. the net amount of PLN 139,098,816 resulting from the prepayments made by the Company for the unused data transfer under the Order No. 1 and Order No. 2 as determined as of 31 August 2012,
      ii. from September 2012 to December 2012 - in four equal instalments amounting to PLN 8,586,240 net each, representing the payments referred to in item b. above,
      iii. from January 2013 to December 2013 - in twelve equal instalments amounting to PLN 957,552 net each, and
      iv. one-off payment amounting to PLN 19,814,400 net to be made in the month following the month in which the Company uses up the entire Order No. 3.

Moreover the Company plans to use data transfers provided by Mobyland in the 3G/2G networks of Polkomtel Sp. z o.o., based on 2100 MHz and 900 MHz frequencies in HSDPA and EDGE/GPRS technologies, respectively.

The signing of the abovementioned Memorandum is an important element in implementing the Company's strategy to provide its customers with multi-play services, including Internet access.
Submitting Order No. 3 will enable the Company to achieve its business objectives over the medium term. Lower price for 1MB of data transfer also allows to present a more attractive offering for its customers, contributing to a faster rate of subscriber acquisition in the future and improvement of margins generated from the telecommunications services.

The renegotiation of the contractual terms and conditions with Mobyland, as well as the submission of Order No. 3, will have an immaterial effect on the Company's cash flows in 2013 and subsequent years.

The total value of the agreements between the Company and Mobyland was considered significant as their value in the last 12 months exceeds 10% of the revenues for the past 4 financial quarters.

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 section 1 item 3 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.

29-08-2012

The Management Board of Cyfrowy Polsat S.A. ("the Company") hereby informs that on August 29, 2012 the Company partly pre-paid the Term Facility Loan in the amount of PLN 200 million.

The Term Facility Loan was granted to the Company on March 31, 2011 by the syndicate of Polish and international banks, which was disclosed by the Company in the current report No. 11/2011 of March 31, 2011, and it totaled to PLN 1.400 million. The above-mentioned pre-payment does not affect any provisions of the term loan agreement. The final facility repayment date is December 31, 2015.

The Management Board considers this information significant as the repayment will have a positive impact on our future results through proportional decrease in further principal payments and accrued interest.

Legal grounds: Article 56 Section 1 item 1 of the Offering Act.


14-08-2012

We are pleased to provide you with the Annual Report of Cyfrowy Polsat presenting last year's achievements, activities, the most significant events and projects, which proved to be important steps in the consistent implementation of the Group's growth strategy.

23-07-2012

The Management Board of Cyfrowy Polsat S.A. ("Cyfrowy Polsat", "Company") informs that Moody's Investors Service ("Moody's") upgraded the corporate family rating of Cyfrowy Polsat to 'Ba2' from 'Ba3'. Moody's also upgraded the rating on the EUR 350 million senior secured notes due 2018 issued by Cyfrowy Polsat Finance AB to Ba2 from Ba3. The ratings outlook is stable.

According to Moody's press release, the Ba2 corporate family rating reflects Cyfrowy Polsat's strong operating performance following a full four quarters of the integration of TV Polsat and the synergies derived from the merger leading to a substantial improvement in the company's financial profile.

The securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

14-06-2012

The Management Board of Cyfrowy Polsat S.A. ("Cyfrowy Polsat", "Company") informs that Standard & Poor's Rating Services ("S&P") raised the long-term corporate credit rating assigned to Cyfrowy Polsat from 'BB-' to 'BB' with stable outlook. S&P also raised the long-term issue rating assigned to the EUR 350 million senior secured notes due 2018 issued by Cyfrowy Polsat Finance AB (publ), a wholly owned Swedish subsidiary of Cyfrowy Polsat, from 'BB-' to 'BB'.

S&P justified its decision by Cyfrowy Polsat Group's improved financial risk profile, as well as maintained current financial policy of the Company aimed at further reduction of debt in the future.

The securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Legal basis: Article 56 Section 1 item 2 the Offering Act in connection with § 5 Section 1 item 26 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.

06-06-2012

The Management Board of Cyfrowy Polsat S.A. ("the Company") hereby publishes the content of resolutions approved by the Annual General Meeting held on 5 June 2012.

Attachment: Content of resolutions (.pdf)

Legal grounds: Article 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.

05-06-2012

The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby informs that on June 5 2012 was notified that on May 29 2012 Telewizja Polsat Sp. z o.o. ("TV Polsat"), the Company's subsidiary, has signed an agreement with Vectra S.A., concerning distribution of television channels.

According to the signed agreement, 9 television channels broadcasted by Telewizja Polsat: Polsat HD, Polsat 2, Polsat News, Polsat Sport News, Polsat Sport SD, Polsat Sport HD, Polsat Sport Extra SD, Polsat Sport Extra HD and Polsat Cafe will be distributed by Vectra cable operator beginning from October 1, 2012.

The signed agreement is part of implementation of Polsat Group's strategy, which involves ensuring the widest possible distribution of TV Polsat's channels by cable and satellite operators, thus enlarging technical reach of the channels, that might have a positive impact on the future audience results.

Legal basis: Art. 56 sec. 1 point 1 of Act on public offering and the terms for introduction of financial instruments to organized trading and on public companies, dated 29 July 2005.

24-05-2012

Standard & Poor's Rating Services maintained the 'BB-' long-term corporate credit rating assigned to Cyfrowy Polsat S.A. and 'BB-' long-term rating assigned to the EUR 350 million senior secured notes issued by Cyfrowy Polsat Finance AB (publ)

The Management Board of Cyfrowy Polsat S.A. ("Cyfrowy Polsat") informs that Standard & Poor's Rating Services ("S&P") maintained 'BB-' long-term corporate credit rating with stable outlook assigned to Cyfrowy Polsat. S&P also maintained 'BB-' long-term issue rating to the EUR 350 million senior secured notes due 2018 (the "Senior Notes"), that were issued on May 20, 2011 by Cyfrowy Polsat Finance AB (publ), a wholly owned Swedish subsidiary of Cyfrowy Polsat.

The securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Legal basis: Article 56 Section 1 item 2 the Offering Act in connection with § 5 Section 1 item 26 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.

10-05-2012

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.

18-04-2012

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.

12-03-2012

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

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

12-03-2012

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.

24-01-2012

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.

18-01-2012

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:

  • 166,942,501 privileged registered shares constituting 47.92% of the Company's share capital and representing 333,885,002 votes at the general meeting of the Company, which constituted 63.26% of the total number of votes in the Company, and
  • 1,999,317 bearer shares constituting 0.57% of the Company's share capital and representing 1,999,317 votes at the general meeting of the Company, which constituted 0.38% of the total number of votes in the Company.

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:

  • 166,942,501 privileged registered shares constituting 47.92% of the Company's share capital and representing 333,885,002 votes at the general meeting of the Company, which constitutes 63.26% of the total number of votes in the Company,
  • 1,999,317 bearer shares constituting 0.57% of the Company's share capital and representing 1,999,317 votes at the general meeting of the Company, which constitutes 0.38% of the total number of votes in the Company.

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.

05-01-2012

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.

17-12-2011

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:

  1. 166,942,501 privileged registered shares constituting 47.92% of the Company's share capital and representing 333,885,002 votes at the general meeting of the Company, which constituted 63.26% of the total number of votes in the Company, and
  2. 1,999,317 bearer shares constituting 0.57% of the Company's share capital and representing 1,999,317 votes at the general meeting of the Company, which constituted
    0.38% of the total number of votes in the Company.

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:

  1. 166,942,501 privileged registered shares constituting 47.92% of the Company's share capital and representing 333,885,002 votes at the general meeting of the Company, which constitutes 63.26% of the total number of votes in the Company,
  2. 1,999,317 bearer shares constituting 0.57% of the Company's share capital and representing 1,999,317 votes at the general meeting of the Company, which constitutes
    0.38% of the total number of votes in the Company.

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.

07-10-2011

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.

26-08-2011
The Management Board of Cyfrowy Polsat S.A. ("Company") informs that on August 26, 2011, it was notified that on August 24, 2011, a license agreement ("Agreement") with HBO Polska Sp. z o.o. (indirect subsidiary of Time Warner Inc.) seated in Warsaw ("Licensor") was concluded in a written form. The Agreement replaced the previous license agreement for reemitting television channels distributed by HBO Polska Sp. z o.o., that expired February 28, 2011 and an oral agreement effective since then. Under the Agreement, the Company receives a three-year license to distribute the following TV channels: HBO, HBO HD, HBO2, HBO Comedy and HBO2 HD and HBO Comedy HD ("Channels"). The Channels will be distributed both as part of a bundle of channels and on "a la carte" basis.

For distributing HBO, HBO HD, HBO2, HBO Comedy, HBO2 HD and HBO Comedy HD channels, the Company will pay the Licensor a monthly license fee for each subscriber who is authorized to and/or charged by the Company for receipt of at least one of the Channels ("Subscriber"), in the amount dependant on the subscription fees charged on the Subscribers by the Company, but not lower than an agreed minimum rate, expressed in US dollars. 

The other terms and conditions of the Agreement do not vary from market standards applied in such agreements.

During the past 12 months, Cyfrowy Polsat Group concluded, on an arm's length basis, a number of agreements with the group of Time Warner Inc., whose aggregate value together with the above-mentioned Agreement may exceed 10% of the Company's revenues for the last four quarters, meeting the criteria of 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 section 1 item 3 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.
05-08-2011

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.

19-07-2011

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.

06-07-2011

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.

07-05-2011

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.

15-04-2011

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.

07-04-2011
The Management Board of Cyfrowy Polsat S.A., with its registered office in Warsaw, entered into the register of entrepreneurs of the National Court Register (KRS), kept by the District Court for the capital city of Warsaw, XIII Economic Division of KRS under No. 0000010078 (the "Company"), acting on the basis of Article 398, Article 399 § 1 in connection with Articles 4021 and 4022 of the Commercial Companies Code ("CCC"), hereby convenes the Extraordinary General Meeting of the Company to be held at the Company's premises at ul. Łubinowa 4A, Warsaw, at 10:00 a.m., on May 4, 2011.     Notice of convening of EGSM

Resolution drafts for EGSM

Merger plan

Power of attorney form

Information on the number of shares

31-03-2011

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.

More

30-03-2011

The Management Board of Cyfrowy Polsat S.A. ("Company") hereby publishes the content of resolutions approved by the Extraordinary General Meeting held on 30 March 2011.

Content of resolutions (.pdf)

03-03-2011

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.

Information on convening Extraordinary Shareholders Meeting of Cyfrowy Polsat Spółka Akcyjna on 30 March 2011 (.pdf)

Draft resolutions for Extraordinary Shareholders Meeting to be held on 30 March 2011 (.pdf)

06-01-2011

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.

19-11-2010
27-08-2010

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.

13-08-2010

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") 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.

13-08-2010

The Management Board of Cyfrowy Polsat S.A.. hereby publishes Annual Report of the Cyfrowy Polsat S.A. Capital Group for 2009, a year which saw continued growth and expansion of our service portfolio.

15-07-2010

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.

25-06-2010

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

25-06-2010

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.

04-06-2010

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.

28-05-2010

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.

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Information on convening Annual General Meeting of Cyfrowy Polsat Spółka Akcyjna on 24 June 2010 (.pdf)

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)

Power of attorney form (.pdf)

28-05-2010

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.

17-05-2010

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

17-05-2010

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 2009

Consolidated annual report of the Cyfrowy Polsat S.A. Capital Group for the fiscal year ended 31 December 2009

31-03-2010

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

09-03-2010

The Management Board of Cyfrowy Polsat S.A. ("Company") hereby publishes the content of resolutions approved by the Extraordinary General Meeting held on 8 March 2010.

Content of resolutions of EGM held on 8 March 2010

10-02-2010

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.

Information on convening Extraordinary Shareholders Meeting of Cyfrowy Polsat Spółka Akcyjna on 8 March 2010 (.pdf)

Draft resolutions for Extraordinary Shareholders Meeting to be held on 8 March 2010 (.pdf)

29-01-2010

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.

06-01-2010

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.

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