Regulations of the Supervisory Board of TVN Spółka Akcyjna in Warsaw,

§ 1

These Regulations of the Supervisory Board of TVN Spółka Akcyjna in Warsaw, hereinafter referred to as the „Company", provides for the detailed operational proceedings of the Supervisory Board.

Authorities of the Board

§ 2

1. The Supervisory Board, hereinafter referred to as the "Board", performs permanent supervision over activities of the Company in all fields of its business.
2. The Board performs its activities pursuant to the Commercial Companies Code, Company’s Articles of Association, and the Regulations of applicable laws.

§ 3

1. Scope of authority of the Board includes all matters provided for in the Commercial Companies Code and Company’s Articles of Association.

§ 4

1. The Board is authorized in particular to:
   (a) convene the General Meeting of Shareholders on principles set forth in the Commercial Companies Code,
   (b) request the Management Board of the Company to present all documents relating to activities of the Company,
   (c) review files, books and other documents of the Company,
   (d) audit assets of the Company’s enterprise,
   (e) request the Company’s Management Board and employees to provide required reports and explanations relating to activities of the Company,
   (f) suspend, for important reasons, particular members of the Management Board or all members of the Management Board in performance of  their duties and delegating members of the Board to temporarily perform duties of Management Board members who have been recalled, had resigned or are unable to perform their duties due to other reasons,
   (g) elect an auditor on the recommendation of the audit committee. If an auditor, other than the one recommended by the audit committee, is elected by the Board, detailed reasons for such action shall be given. Information on the election of an auditor together with the relevant justification shall be disclosed in the annual report of the Company.
2. At first meeting if the newly appointed Board, it shall elect in secret ballot from among its members the Chairman of the Board and Deputy Chairman of the Board.

§ 5

The Board shall submit to the General Meeting of Shareholders resolutions providing opinions to the developed by the Management Board programs, plans and reports relating to activities of the Company.

§ 6

The Board submits an annual written annual report from performing of its supervision over activities of the Company. Such report shall be signed by all members of the Board.

Independent Members of the Supervisory Board

§ 6 a

1. At least two independent members shall sit on the Supervisory Board in accordance with rule 20 of the Polish Best Practices in Public Companies 2005, as such rule is applied in the case of companies having a majority shareholder possessing more than 50% of total votes at the general meeting.
2. Without the consent of the majority of the independent supervisory board members, the Supervisory Board shall not adopt any resolutions with respect to the following issues:
   - performance of any kind by the Company and any entities associated with the Company in favor of management board members;
   - consent to the execution by the Company or a subsidiary of a key agreement with an entity associated with the Company, a member of the supervisory board or management board, or with their associated entities; and
   - appointment of an auditor to audit the Company’s financial statements.

Supervisory Board Committees

§ 6 b

1. The Supervisory Board may appoint permanent or ad hoc committees, which shall act in order to study, advise and/or make recommendations to the Supervisory Board about specific areas or matters related to the Company and its business and operations.
2. The following permanent committees of the Supervisory Board are hereby created: the Audit Committee and the Related Party Transactions and Remuneration Committee.

§ 6 c

1. A Committee shall be established by the Supervisory Board from among its members.
2. Each Committee shall have a Chairman, appointed from among the Committee’s members.
3. A Committee shall consist of  no less than 3 and no more than 5 members.
4. The Audit Committee and the Related Party Transactions and Remuneration Committee shall each have at least two members who meet the criteria for being independent members of the Supervisory Board and at least one member who has qualifications and experience in accounting and finance.

§ 6 d

1. The Chairman of a Committee shall manage the proceedings of the Committee. The Chairman shall also supervise the preparation of the agenda for meetings of the Committee and the preparation and distribution of minutes and other documents related to Committee meetings, having assistance of the Supervisory Board Office.
2. Meetings of a Committee shall be convened by its Chairman, who shall invite members of the Committee to attend the meeting, and notify all other Supervisory Board members of the meeting. All Supervisory Board members shall be permitted to attend and participate in meetings of the Committee.
3. Notice of the convening of a Committee meeting shall (except in the case of a matter deemed by the Chairman of a Committee to be urgent) be delivered to the Committee members and the other members of the Supervisory Board not later than 7 days before the meeting date. In the case of a matter deemed by the Chairman of a Committee to be urgent, notice of the convening of a Committee meeting shall be delivered to the Committee members and the other members of the Supervisory Board not later than 1 day before the meeting date.
4. The Chairman of a Committee may invite to Committee meetings members of the Management Board, employees of the Company’s and other persons, in each such case where the attendance and participation of such persons in the meeting is, in the judgement of the Chairman of the Committee, useful to the Committee in performing its tasks.
5. Resolutions of a Committee shall be adopted by a simple majority of votes cast. In case of a split vote, the Committee Chairman shall be entitled to cast the tie-breaking vote.
6. Committee members may vote on the adoption of Committee resolutions personally by attending a meeting of the Committee, or by communicating such Committee member’s vote through the means of telephone, facsimile transmission, electronic communication or other recognized means of long distance communication.
7. Each Committee shall present an annual report describing its activities to the Supervisory Board. The Management Board of Company shall make these Committee reports available to the Shareholders.

§ 6 e

1. The tasks of a Committee shall be performed through the submission to the Supervisory Board of recommendations, opinions and reports relating to the tasks of the Committee, which shall take the form of resolutions adopted by the Committee.
2. Where a Committee determines that the work of the Committee so requires, a Committee may submit requests to the Supervisory Board for the Supervisory Board’s adoption of a resolution authorizing the Committee to retain an outside expert or advisor or to secure the written opinion or report of an outside expert or advisor.

§ 6 g

The tasks of the Related Party Transactions and Remuneration Committee shall be:

(a) Reviewing the terms and conditions of related party transactions to be concluded by TVN to ensure that such transactions are in accordance with the Company’s Policies for Related Party Transactions;

(b) Reviewing remuneration of any kind  in favor of the members of the Company’s governing bodies and the terms and conditions of any contracts concluded by the Company with them, in order to recommend to the Supervisory Board whether to conclude such contracts; and

(c) Preparing reports for the Supervisory Board which shall include: assessments and analyses of related party transactions and payments in favor of the members of Company’s governing bodies prior to adoption of the resolutions of the Supervisory Board required under applicable law, the Company’s Articles of Association and internal regulations, and the rules of the Best Practices in Public Companies.

Meetings of the Board

§ 7

1. Collective performance by the Board of supervision over activities of the Company is based upon meetings held by the Board.
2. Meetings of the Board may be:
   (a) program meetings resulting from a working plan resolved upon by the Board, or
   (b) ad hoc, convened at any time, as requested.
3. Meetings of the Board are held at the seat of the Company.
4. Meetings of the Board are convened by the Chairman or, when the Chairman is unable to convene the meeting, by the Deputy Chairman of the Board.
5. Chairman of the Board or Deputy Chairman of the Board (“convening Person”) convenes meetings of the Board on his own initiative, or within two weeks from the date of receiving a written motion from the Management Board or any Board member, containing draft agenda of the Meeting.
6. When justified, the convening person may convene the meeting at a place other than provided for in Para 3, above.

§ 8

1. Meetings of the Board are convened in a manner assuring delivery of notification at least 10 days before date of the meeting. In justified cases, the convening Person may order delivery of notification of a Board meeting to members in less than 10 days before date of the meeting, but in any case not later than 5 working days before the date of the meeting.
2. The notice shall specify the date, hour and place of the meeting and its agenda. The notice shall be accompanied by materials relating to matters to be discussed in the agenda. In justified cases, the convening Person may shorten the deadline for materials delivery.
3. Notifications and materials relating to matters on the agenda are sent by registered mail, e-mail, fax or though an employee of the Company.
4. If the Board meeting is convened on request of the Management Board or any member of the Board, the agenda may also provide for matters other than those specified in the motion for convening a Board meeting.
5. If the agenda includes matters requiring adoption of resolutions in secret ballot, the convening Person shall include in the notice required under Para 2, above, a statement that § 9 Paras 2 and 3 hereof are not applicable.

§ 9

1. Meetings of the Board are attended by:
   (a) members of the Board,
   (b) members of the Management Board, when invited by the Board.
2. Members of the Board may participate in its meetings acting though direct remote communication means, and in particular it is permitted to participate in meetings of the Board through tele- and video-conferencing. provisions of § 12.1 phrase 2 shall not apply.
3. An intention to participate in the Board meeting through direct remote communication means shall be notified to the Chairman of the Board and the Board’s Office not later than 2 days prior to the planned meeting date.
4. Meetings of the Board may be attended also by experts and specialists or other persons invited to the Board meeting by the Chairman of the Board or Deputy Chairman of the Board.
5. A meeting of the Board shall be chaired by its Chairmen and in his absence - by the Deputy Chairman of the Board.
6. The meeting chairman in obligated to:
   (a) present the agenda with modifications, if any;
   (b) formulate draft motions and conclusions to the individual items in the agenda;
   (c) order voting over draft resolutions.
7. Voting rights are attributed to members of the Board, only.
8. Chairman of the Supervisory Board meeting is entitled to interrupt the meeting due to important reasons and order continuation at a later date, which in any case will not be later than within 2 weeks thereof.
9. A supervisory board member should inform the other members of the Board of any conflict of interest that arises, and should refrain from participating in discussions and from voting on any resolution on the issue in respect of which the conflict of interest has arisen.

§ 10

1. Any Board member intending to cast his vote in writing acting through another member of the Board, as provided for in § 18.4 of the Articles of Association, shall inform the Chairman of the Board or his Deputy about the Board member who his written vote has been entrusted to, passing a written statement of casting his vote in favor or against the resolution to be voted upon.
2. Upon receipt of the statement provided for in Para 1, above, Chairman of the Board or Deputy Chairman of the Board shall forthwith provide a Voting card to the Board member with whom such voting in writing has been vested.
3. Provisions of § 15 shall apply accordingly.

§ 11

1. Unless provided for otherwise in the Articles of Association or these Regulations, declarations of will in the name of the Board and signing of documents, including protocols and copies, is vested with the Chairman or Deputy Chairman.

Resolutions adopted at the Board meeting

§ 12

1. Voting on resolutions is open. Open voting may be excluded on request of any member of the Board.
2. Resolutions to be adopted by the Board may be in the form of:
   (a) Programs of activities binding for Board members;
   (b) Motions and opinions to be submitted to the General Meeting of Shareholders;
   (c) Decisions or consents of the Supervisory Board, moved for by the Management Board prior to performing any activities provided for in the Articles of Association or in applicable laws;
   (d) Statements and opinions not binding for the Company’s Management Board.

§ 13

A resolution shall contain the following:

1. Number, date and title;
2. Legal basis for adopting the resolution;
3. Content of the resolution;
4. Enforcement date,
5. Manner of voting (open - closed ballot);
6. Result of voting (number present, for, against and abstaining);
7. Signatures of all Board members in attendance, when the resolution is annexed to the Minutes; or
8. Signature of Chairman of the Board or Deputy Chairman of the Board when the resolution constitutes and excerpt from the Supervisory Board meeting Minutes.

Minutes

§ 14

1. Minutes of the Board meetings shall be kept. The Minutes shall contain a sequential number, date of the meeting, names of Board members and other persons attending the meeting, wording of the adopted resolutions and voting results, as well as dissenting opinions submitted by Board members. Resolutions shall be numbered.
2. Plans, reports, motions and other materials discussed at the meeting shall be included into the Minutes.
3. The Minutes shall be signed by the Chairman of the Supervisory Board or his Deputy, and by the Secretary.
4. Any Board member is entitled to submit into the Minutes his dissenting opinion relating to the resolution.
5. Minutes shall be kept at the Company’s Legal department.
6. Board resolutions are prepared in the form of annexes to Board meeting Minutes with signature of all Board members in attendance. Resolutions may be written directly into the Minutes, and in such case any Minutes containing resolutions have to be signed by all Board members in attendance at such meeting.
7. Copies of Board resolutions are signed by the Chairman of the Board or by the Deputy Chairman of the Board, and by the Secretary.

Adoption of Board resolutions without holding a meeting

§ 15

1. In initiating the procedure of adopting a resolution in writing as provided for in § 18 of the Articles of Association, the Chairman of the Board or Deputy Chairman of the Board sends draft resolutions of the Board in the form of the Board member’s Voting Card, having substantially the form provided for in an annex to these Regulations, to all members of the Board on the same day to the specified by them fax numbers or e-mail addresses.
2. Sending of the draft resolution to the fax number or e-mail number specified by the Board member shall be equivalent for the Company with notifying such Board member of wording of the resolution, effective on the working day next after the day on which the draft resolution had been sent according to this procedure.
3. Voting on resolutions in writing takes place on the date specified in each case by the Chairman (Deputy Chairman), but not earlier than within 4 days and not later than within 14 days of notifying the Board member of the resolution. Any vote cast by fax or e-mail shall be confirmed by sending the original Voting Card by registered mail or courier delivery to the Company’s Legal Bureau.
4. A vote shall be considered cast within the required time when member’s Voting Card is sent by fax to the Company’s Legal Bureau to the number, or to the e-mail address specified by the Chairman (Deputy Chairman) in the notification of the draft resolution, not alter than on the last day of the assigned deadline. Any vote cast after expiry of the assigned deadline shall be omitted when counting votes.
5. Resolutions of the Board adopted without holding a formal meeting become binding on the date of receiving the last Voting Card sufficient to adopt such resolution, either by fax or e-mail.
6. Resolutions of the Board to be voted in writing are adopted by a majority of votes cast - provision of § 18.6 of the Articles of Association shall apply accordingly.
7. If the resolution is adopted without holding a formal meeting, the Chairman of the Board (Deputy Chairman) shall notify Board members of having adopted the resolution by fax or e-mail not later than within 4 days after the date of adopting the resolution.
8. Adoption of resolutions by the Board without holding a meeting is not permitted when secret ballot is required. Provisions of § 12.1 phrase 2 shall not apply.

Election of a new Board member

§ 16

1. Election of a new Board member using the procedure set forth in § 17 of the Articles of Association is ordered by the Chairman or Deputy Chairman not later than on the day next after expiration of the Board member’s mandate, using procedure set forth in § 15.4 letter (c) of the Articles of Association.
2. A Board meeting for election of a new Board member is convened by the Chairman or Deputy Chairman of the Board within 14 days of the order provided for in Para 1, above; provisions of § 13.1, hereof, shall apply accordingly.
3. Each Board member is entitled to nominate a candidate for the new Board member to be elected in supplementary elections, by fax or e-mail to the Chairman or Deputy Chairman within 7 days of receiving a notification of the Board meeting as provided for in Para 2, above.
4. Upon expiration of the deadline provided for in Para 3, the Chairman or Deputy Chairman of the Board sends a list of candidates nominated for election as a new Board member by way of supplementary elections to all Board members by fax or e-mail.
5. Provisions of these Regulations on adoption of resolutions by the Board in writing without holding a meeting shall not apply to the election of a new Board member by way of supplementary elections.
6. Voting on election of a new Board member by way of supplementary elections is secret - provision of § 18.6 phrase 2 of the Articles of Association does not apply.

Delegation of Board members

§ 17

1. Delegation to perform specific supervisory activities is made by the Board in the form of a Regulation adopted:
   (a) on motion of the Chairman or Deputy Chairman of the Board,
   (b) on motion of the Company’s Management Board,
   (c) on motion of at least two Board members.
2. A resolution on delegating to perform any specific supervisory activities shall specify:
   (a) the Board member being delegated to self-dependently perform specific supervisory activities;
   (b) substantive scope of such delegation;
   (c) time period for such delegation (temporary or permanent performance of supervisory functions).
3. Provision of § 9 applies accordingly.
4. A Supervisory Board member delegated by a group of shareholders to permanently exercise supervision of a particular matter shall submit detailed reports on the performance of this task to the Supervisory Board.

Remuneration of Board members

§ 18

Board members receive remuneration the principles and amounts of which are specified by the General Meeting of Shareholders.

Other provisions

§ 18 a

A Supervisory Board member shall be obliged to inform the Company about such Supervisory Board member’s personal and organizational connections with a given shareholder, particularly, with the majority shareholder. The Company shall be entitled to make such information publicly available.

§ 19

1. Board’s Bureau operating within the Bureau of the Company’s Management Board performs services required by the Board.
2. Tasks of the Bureau of the Board include:
   (a) resolving of issues related with preparation of meetings;
   (b) preparing of minutes from meetings under supervision of the Chairman of the Board;
   (c) development of draft reports from activities of the Board.

§ 20

Costs related with activities of the Board encumber general costs of the Company’s Management Board.

§ 21

1. Provisions of the Company’s Articles of Association and provisions of the Commercial Companies Code apply in matters not provided for in these Regulations.

§ 22

1. These Regulations have been adopted by the Extraordinary General Meeting of Shareholders at its meeting held on August 19, 2004 (Resolution No. 1).
2. These Regulations are enforced on the date of their ad