TVN SA From: TVN S.A.
Issued on: September 29, 2015
Subject: Resolutions adopted by Extraordinary General Meeting of TVN S.A. conducted on September 29, 2015
Current report number: 66/2015
The Management Board of TVN S.A. hereby publishes the content of adopted resolutions of the Extraordinary General Meeting conducted on September 29, 2015.
Legal basis: Art. 38. Section 1 item 7) of Decree of the Minister of Finance dated February 19, 2009 on current and periodic information to be published by issuers of securities.
Signed by:
Markus Tellenbach
President of the Management Board
John Driscoll
Vicepresident of the Management Board
Under article 409 § 1 of the Code of Commercial Companies, the Extraordinary General Meeting appoints Mr. Maciej Zajda to chair the Extraordinary General Meeting of TVN S.A.
The resolution enters into force once it is adopted.
340,248,308 shares, i.e. 100 % of the share capital took part in the ballot, of which 340,248,308 valid votes were cast,
340,248,308 votes were cast for,
0 votes were cast against
0 votes abstained.
Under paragraph 14 of the Bylaws of the General Meeting of TVN S.A., the Extraordinary General Meeting appoints the Tellers Committee of the Extraordinary General Meeting of TVN
S.A. composed of:
Ms. Agnieszka Marczak,
Ms. Paulina Lesiów,
Ms. Zofia Bielecka.
§2.The resolution enters into force once it is adopted.
340,248,308 shares, i.e. 100 % of the share capital took part in the ballot, of which 340,248,308 valid votes were cast,
340.248.308 votes were cast for,
0 votes were cast against
0 votes abstained.
on the adoption of the agenda of the Extraordinary General Meeting
§1.The Extraordinary General Meeting adopts the following agenda of the Extraordinary General Meeting of TVN S.A.:
Opening of the Extraordinary General Meeting.
Adoption of a resolution on the appointment of the Chairman of the Extraordinary General Meeting.
Confirmation of correctness of convocation of the Extraordinary General Meeting and its validity and ability to adopt resolutions.
Adoption of a resolution on the appointment of the Tellers Committee
Adoption of a resolution on the adoption of agenda.
Adoption of a resolution on the rematerialisation of TVN S.A. shares and withdrawal of series F shares (ISIN PLTVN0000017) from trading on the regulated market operated by the Warsaw Stock Exchange Giełda Papierów Wartościowych w Warszawie S.A.
A.O.B.
Closing of the Extraordinary General Meeting.
§2.The resolution enters into force once it is adopted.
340,248,308 shares, i.e. 100 % of the share capital took part in the ballot, of which 340,248,308 valid votes were cast,
340.248.308 votes were cast for,
0 votes were cast against
0 votes abstained.
on the rematerialisation of TVN S.A. shares and withdrawal of series F shares (ISIN PLTVN0000017) from trading on the regulated market operated by the Warsaw Stock Exchange Giełda Papierów Wartościowych w Warszawie S.A.Under article 91 sec. 4 of the Act of 29 July 2005 on Public Offering and Conditions of Introducing Financial Instruments into the Organised Trading System and on Public Companies (uniform text: Journal of Laws of 2013, item 1382) (the 'Public Offering Act'), at the request of all Shareholders of the Company, i.e., Southbank Media Ltd, with its registered office in London, N- Vision B.V., with its registered office in Amsterdam and Polish Television Holding B.V., with its registered office in Amsterdam, it is resolved as follows:
§1.The Company's General Meeting decides to rematerialise all shares in the Company that have been dematerialised, including series F shares (ISIN PLTVN0000017) admitted and introduced to trading on the regulated market operated by the Warsaw Stock Exchange Giełda Papierów Wartościowych w Warszawie S.A. ('GPW') registered with the National Depositary of Securities Krajowy Depozyt Papierów Wartościowych S.A. ('KDPW'), namely:
155,429,180 (in words: one hundred fifty five million four hundred twenty nine thousand one hundred and eighty) ordinary registered series A shares designated by KDPW with code ISIN: PLTVN0000025;
1,390,000 (in words: one million three hundred ninety thousand) ordinary registered series B shares designated by KDPW with code ISIN: PLTVN0000025;
166,279,128 (in words: one hundred sixty six million two hundred seventy nine thousand one hundred twenty eight) ordinary bearer series F shares designated by KDPW with code ISIN: PLTVN0000017;
file with the Financial Supervision Authority Komisja Nadzoru Bankowego ('KNF'), under article 91 sec. 1 of the Public Offering Act, an application for a permit to rematerialise the above mentioned shares of the Company; and
take all acts in fact and in law necessary to rematerialise the Company's shares and to withdraw series F shares (ISIN PLTVN0000017) from trading on the regulated market operated by GPW, including, without limitation to take all acts in fact and in law before KNF, KDPW and GPW.
340,248,308 votes were cast for,
0 votes were cast against
0 votes abstained.
In aggregate 323,098,308 (in words: three hundred twenty three million ninety eight thousand three hundred and eight) ordinary shares, of the nominal value of PLN 0.20 (in words: twenty groszy) each and of the total nominal value of PLN 64,619,661.60 (in words: sixty four million six hundred nineteen thousand six hundred sixty one zloty and sixty groszy), through bringing them
back to a documentary form and to withdraw series F shares (ISIN PLTVN0000017) from trading on the regulated market operated by GPW.
§2.The Company's General Meeting imposes an obligation on the Company to:
§3.The resolution enters into force on the day it is adopted. The effect of the resolution is to restore the Company's shares to document form (rematerialisation of the Company's shares) within the time limit stipulated in the KNF permit for rematerialisation of the Company's shares. The series F shares (ISIN PLTVN0000017) will be withdrawn from trading on the regulated market operated by GPW within the time limit set by the relevant GPW authority.
340,248,308 shares, i.e. 100 % of the share capital took part in the ballot, of which 340,248,308 valid votes were cast,
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