ARTICLES OF ASSOCIATION OF TVN SPÓŁKA AKCYJNA
I. GENERAL PROVISIONS
§1
“TVN Spółka Akcyjna” (hereinafter referred to as the “Company”) was incorporated as the result of transformation of the company TVN Spółka z ograniczoną odpowiedzialnością with its seat in Warsaw, entered into the register of entrepreneurs maintained by the District Court for the city of Warsaw, XX Economic Division of the National Court Register under No. KRS 18906, pursuant to the procedure delineated in Arts. 551-570 and 577-580 of the Commercial Companies Code.
§2
The business name of the Company is ,,TVN Spółka Akcyjna”
The Company may also use its abbreviated name ,,TVN S.A.”
§ 3
The registered office for the Company is in Warsaw.
§ 4
- The Company conducts its activity on the territory of the Republic of Poland and abroad.
- The Company may, within the territory of its activity, establish branches as well as other organizational entities, incorporate companies, join already existing companies and may also participate in other legal and organizational associations permitted by law.
II. THE OBJECT OF THE COMPANY
§ 5
1. The object of the Company is production, service and commercial activity in the following sphere:
1) Publication of books (PKD 22.11.Z);
2) Publication of newspapers (PKD 22.12.Z);
3) Publication of journals and periodicals (PKD 22.13.Z);
4) Publication of audio recordings (PKD 22.14.Z);
5) Other publishing activities (PKD 22.15.Z);
6) Reproduction of audio recordings (PKD 22.31.Z);
7) Reproduction of video recordings (PKD 22.32.Z);
8) Reproduction of computer information media (PKD 22.33.Z);
9) Services in installation, repair and maintenance of TV and radio transmitters (PKD 32.20.B);
10) Services in installation, repair and maintenance of TV and radio equipment and equipment for sound and image operation (PKD 32.30.B);
11) Retail sale of cosmetics and toiletry articles (PKD 52.33.Z);
12) Retail sale of clothes (PKD 52.42.Z);
13) Retail sale of books (PKD 52.47.A);
14) Retail sale of newspapers and stationery articles (PKD 52.47.B);
15) Retail sale of sports articles (PKD 52.48.D);
16) Retail sale of games and toys (PKD 52.48.E);
17) Retail sales conducted through mail-order houses (PKD 52.61.Z);
18) Rental of lorries with driver (PKD 60.24.C);
19) Stationary telephony and telegraphy (PKD 64.20.A);
20) Data transmission (PKD 64.20.C);
21) Radiocommunication (PKD 64.20.D);
22) Radiodiffusion (PKD 64.20.E);
23) Cable television (PKD 64.20.F);
24) Other telecommunication business (PKD 64.20.G);
25) Financial leasing (PKD 65.21.Z);
26) Other forms of extending credit (PKD 65.22.Z);
27) Other financial agency, not classified elsewhere (PKD 65.23.Z);
28) Development and sale of real properties on own account (PKD 70.11.Z);
29) Purchase and sale of real properties on own account (PKD 70.12.Z);
30) Rental of real properties on own account (PKD 70.20.Z);
31) Rental of passenger cars (PKD 71.10.Z);
32) Rental of other land-based transport means (PKD 71.21.Z);
33) Rental of other machines and equipment (PKD 71.34.Z);
34) Advisory services in computer hardware (PKD 72.10.Z);
35) Software business, other (PKD 72.22.Z);
36) Data processing (PKD 72.30.Z);
37) Business related with databases (PKD 72.40.Z);
38) Business related with information technology, other (PKD 72.60.Z);
39) Accounting and book-keeping business (PKD 74.12.Z);
40) Market and public opinion polling (PKD 74.13.Z);
41) Advisory services in business activities and management (PKD 74.14.A);
42) Business of holdings (PKD 74.15.Z);
43) Advertising (PKD 74.40.Z);
44) Photographic business (PKD 74.81.Z);
45) Production of movies and video recordings (PKD 92.11.Z);
46) Distribution of movies and video recordings (PKD 92.12.Z);
47) Radio and television business (PKD 92.20.Z);
48) Business of drama and puppet theater groups (PKD 92.31.A);
49) Business of music theater groups (PKD 92.31.B);
50) Business of philharmonics, orchestras, choirs (PKD 92.31.C);
51) Business of galleries and exhibition halls (PKD 92.31.E);
52) Business of information agencies (PKD 92.40.Z);
53) Business of archives (PKD 92.51.C);
54) Business of stadiums and other sports objects (PKD 92.61.Z);
55) Business related with sport, other (PKD 92.62.Z);
56) Business related with games of chance and pari-mutuel betting (PKD 92.71.Z);
57) Recreation business, other, not classified elsewhere (PKD 92.72.Z);
58) Teaching in foreign languages (PKD 80.42.A);
59) Constant education of adults and other form of education, not classified (PKD 80.42.B).
2. An activity for which a concession or permit is required shall be undertaken by the Company after such concession or permit has been obtained.
III. SHARE CAPITAL
§ 6
1. Share capital of the Company amounts to 68,071,661.40 zlotys (in words:sixty eight million seventy one thousand six hundred and sixty one zlotys forty groszy).
2. Share capital of the Company is divided into 340,358,307 ( three hundred and forty million three hundred and fifty eight thousand three hundred and seven) registered and bearer shares series A, B, D, E1, C1, E2, C2 and E3 of the nominal value of 20 groszy (words: twenty) each, including:
1) 161,815,430 (in words: one hundred and sixty one million eight hundred and fifteen thousand four hundred and thirty) registered shares series A;
2) 1,390,000 (in words: one million three hundred and ninety thousand) registered shares series B;
3) 17,150,000 (seventeen million one hundred and fifty thousand) registered shares series D; and
4) 160,002,877 (one hundred and sixty million two thousand eight hundred and seventy seven) bearer shares series A, B, C1, C2, D, E1, E2 and E3.
§ 7
1. The Management Board is authorized, within the period of three years commencing with 1st of January 2008 to perform one or a series of consecutive increases in the share capital of the Company, by the total amount not exceeding the amount of PLN 15,000,000 (the “Authorized Capital”).
2. The authorization to increase the share capital, mentioned in point 1 above, covers the possibility to subscribe shares also in exchange for in-kind contributions.
3. The authorization to increase the share capital, mentioned in point 1 above, covers the possibility to issue subscription warrants, with date of execution of registration right lapsing upon the end of three years period, mentioned in point 1 above.
4. The resolutions of the Management Board on the indication of:
(i) the date of opening and ending of the subscription,
(ii) the setting of the issue price, and
(iii) allotment of shares in exchange for in-kind contribution shall require the consent of the supervisory board.
5. Within the limits of the authorized share capital, also in case of the issue of subscription warrants, the Management Board is authorized to deprive existing shareholders of their pre-emptive rights, either entirely or partially, upon the consent of the Supervisory Board.
§ 8
The Company may issue registered or bearer securities, including bonds convertible into shares, entitling their holders to register or subscribe for shares.
§ 9 1. The shares may be issued as registered shares or bearer shares. Conversion of shares from registered into bearer shares is done upon the motion of a shareholder and requires prior consent of the Company, provided that the Company shall not refuse its consent when the Shareholder has conducted the procedure set forth in §10.1, below prior to converting registered shares into bearer shares.
The possibility of conversion of the bearer shares into registered shares is excluded.
§ 10
1. The disposal of the registered shares requires prior consent of the Management Board. The Management Board shall notify the Shareholder of granting or refusing its consent within 30 days of receiving by the Company of a written notification form the Shareholder intending to dispose of his shares (“Notice”), specifying the number of shares to be sold and the selling price. If the Management Board refuses to issue its consent for sale of the shares, it shall name the buyer thereof within two months form the date of the Company receiving the Notice referred to in the preceding sentence, for a price to be determined in accordance with the following provisions:
(i) If the Shareholder submits his Notice prior to admission of Company’s bearer shares into stock exchange trading, selling price of the shares may not be lower than the price specified in the notice, increased by 7.5%;
(ii) If the Shareholder submits his Notice after Company’s bearer shares have been admitted into stock exchange trading, selling price of the shares may not be lower than the average price of the shares of the most recent 30 listings on the Warsaw Stock Exchange, increased by 7.5%; unless a different price is agreed by the selling Shareholder and the buyer named by the Management Board.
The Agreement transferring title to the buyer named by the Management Board and payment of the price by the buyer will take place within 14 days of naming such a buyer by the Management Board, unless the buyer and the selling Shareholder agree to a different date. if the buyer named by the Management Board does not buy the shares within the time period set forth above, the Shareholder is entitled to sell his shares to any other entity, or convert registered shares into bearer shares not requiring any consent from the Company.
2. Within the term, during which the provisions of law limiting the maximal share of foreign entities, having the residence or statutory seat in the country which is not the member country of the European Economic Area are in force, the disposal of the registered Class A shares may be made only for the benefit of a natural person having the residence in the member country of the European Economic Area or a legal person or organizational entity not being legal person, which has a statutory seat in the member country of the European Economic Area, subject to observance of the conditions set forth in the concessions issued for the benefit of the Company for conducting of its activity.
Within the term, during which the provisions of law limiting the acquisition of Company’s shares by foreign entities, having the residence or statutory seat in the country which is not the member country of the European Economic Area are in force, the disposal of the Company’s shares for the benefit of a natural person, not having the residence in the member country of the European Economic Area or a legal person or organizational entity not being legal person, which does not have a statutory seat in the member country of the European Economic Area, may be made after obtaining the permit of the Chairman of National Radio and Television Council.
4. Restrictions in selling shares provided for in §10 item 1 do not apply to the selling of registered shares to a dominating, subsidiary or any other entity belonging to the capital group.
5. The disposal of the registered shares made contrary to the aforementioned provisions is ineffective towards the Company and the disposal of the shares made contrary to the provisions of item 3 is moreover invalid by virtue of law.
§ 11
The Company’s shares may be redeemed upon the shareholder’s consent through their acquisition by the Company (“Voluntary Redemption”) subject to binding provisions of law.
IV. THE COMPANY'S AUTHORITIES
§ 12
The authorities of the Company’s are:
1) the General Shareholders’ Meeting,
2) the Supervisory Board,
3) the Management Board.
The General Shareholders' Meeting
§ 13 1. The competencies of the Shareholders’ Meeting shall consist of the matters specified in the Commercial Companies Code, other provisions of laws and the Articles of Association.
2. The General Shareholders’ Meeting is authorized to set the date as of which the list of shareholders entitled to dividend for a given financial year shall be determined (“
the Dividend Date”) and the date as of which the dividend shall be paid.
3. Acquisition and disposal of the real property or of an interest therein as well as of the right of perpetual usufruct thereto does not require the consent of the General Shareholders’ Meeting.
4. Subject to the provisions of section 7 of this paragraph the resolutions of the General Shareholders’ Meeting are adopted by an absolute majority of votes cast, unless provisions of the Commercial Companies Code, other provisions of laws or the Statue provide for otherwise. As long as it is required by applicable provisions of the law, the share of votes of foreign entities having residence or statutory seat in the country which is not the member of the European Economic Area (including companies dependent to such foreign companies) shall not exceed 49%.
5. The resolution on deletion of particular matters from the agenda of the General Shareholders’ Meeting requires for its validity the majority of three fourths of votes provided that shareholders representing at least 50% of the Company’s share capital are present at such General Shareholders’ Meeting. In case the deletion of particular matter from the agenda is requested by the Management Board, the respective resolution requires for its adoption an absolute majority of votes cast.
6. The change of the object of the Company may be made without buyout of the shares. The respective resolution concerning the above requires for its validity the majority of two thirds of votes cast, provided that shareholders representing at least 50% of the Company’s share capital are present at the meeting.
7. During the period until the bearer shares of the Company are admitted to trading on the stock exchange or until the day on which the number of registered series B shares shall be lower than 3.290.000, whichever event occurs earlier, the adoption of resolutions in the following matters:
(a) amendments of the Company's Articles of Association, including its scope of business,
(b) determination of the number of members of the Supervisory Board and their remuneration, as well as the approval of the by-laws of the Supervisory Board,
(c) increase and decrease of the share capital of the Company,
(d) redemption of shares,
(e) issuance of bonds and subscription warrants,
(f) merger with another company, and
(g) opening of liquidation of the Company,
(h) adopting by the Company of a decision to admit Company’s securities into public trading or trading on the stock exchange or regulated off-stock exchange trading, shall require that votes for the adoption of a resolution are cast by majority shareholders owners of registered series B shares.
§ 14
The Meeting of Shareholders may adopt its regulations specifying in detail organization form in which debates shall be held.
The Supervisory Board
§ 15
1. The Supervisory Board consists of seven to eleven members, appointed by the General Shareholders’ Meeting for the three years common term of office.
2. The number of members of the Supervisory Board shall be determined by the General Shareholders’ Meeting.
3. An independent Supervisory Board member is a person who satisfies all of the following criteria:
(a) is not an employee of the Company,
(b) has not been a member of the Management Board of the Company during the last three years,
(c) is not a person close to a member of the governing bodies of the Company or a senior officer employed by the Company,
(d) does not receive any remuneration from the Company or companies affiliated with the Company - other than remuneration for the performance of the duties as a member of the Supervisory Board of the Company,
(e) holds less than 5% of the shares of the Company,
(f) is not a person close to any shareholder of the Company who holds more than 5% of the shares of the Company (applicable to those shareholders who are natural persons), and
(g) is not an employee or a member of the governing body of any shareholder of the Company who holds more than 10 % of the shares of the Company, or/and is not connected with such shareholder in any other substantial manner.
4. For the purposes of sec. 3 (c) and (f), a person close to a member of the Supervisory Board is his/her spouse, parents, children, siblings and other related persons by affinity to the first degree.
5. An independent Supervisory Board member shall be obliged to submit to the Company a written statement evidencing his/her satisfaction of the criteria for being independent referred to in sec. 3 of this paragraph; such statement shall also contain his/her undertaking, while he/she is a member of the Supervisory Board, to immediately inform the Company if, in the future, he/she no longer meets the criteria for being independent referred to in sec. 3 of this paragraph.
§ 16
The Chairmen of the Supervisory Board and its Deputy shall by appointed by the Supervisory Board among its members.
§ 17
In case the mandate of the member of the Supervisory Board appointed pursuant to §15, item 4, point (c) expires, the remaining members of the Supervisory Board may appoint the new member of the Supervisory Board, who will perform this function until the date of appointment of his successor by the General Shareholders’ Meeting, not longer, however, than six months.
§ 18
1. The Supervisory Board adopts resolutions adopted during the meetings convened upon the request of the Chairman of the Supervisory Board or, in case it is not possible to convene the meeting by the Chairman of the Supervisory Board, by the Deputy Chairman of the Supervisory Board. The respective authorized person convenes the meeting upon its own initiative or within two week term following the receipt of the request of the Management Board or the member of the Supervisory Board. The request should be in writing and should include the proposed agenda of the meeting.
2. The meeting of the Supervisory Board should be held when needed, not less often than once in every quarter year.
3. The resolutions of the Supervisory Board may be adopted when at least one-half of its members are present at the meeting and all members have been notified about the meeting at least five business days prior to its planned date. The members of the Supervisory Board may participate in its meetings using means of direct remote communication, what shall be considered as personal participation in the meeting.
4. To the extent permitted by the law, the members of the Supervisory Board may participate in adoption of the Supervisory Board’s resolutions by casting their votes in writing through another member of the Supervisory Board.
5. The Supervisory Board may adopt its resolutions without the formal meeting in writing, provided that all members have been notified on the content of the proposed resolution. To make the voting in the form set forth in the preceding sentence may be decided by the Chairman or the Deputy Chairman of the Supervisory Board upon their own initiative or upon the request of the member of the Supervisory Board or the Management Board.
6. Subject to the provisions of section 7 of this paragraph, resolutions of the Supervisory Board are adopted by the simple majority of votes. In case of a tie vote, the vote cast by the Chairman of the Supervisory Board shall be decisive.
7. During the period until the bearer shares of the Company are admitted to trading on the stock exchange or until the day on which the shareholders owners of registered series B shares shall lose their right to appoint and revoke one member of the Supervisory Board in accordance with § 15 section 4 letter b), whichever event occurs earlier, the adoption of resolutions in matters referred to in § 21 section 2 items 8, 10, 11 and 13, shall require casting of a vote for the adoption of such resolution by member of the Supervisory Board appointed by shareholders owners of registered series B shares.
§ 19
In the agreements between the Company and members of the Management Board the Company is represented by the Supervisory Board. The agreements are signed by the Chairman of the Supervisory Board and in case of his absence, another member authorized by the Supervisory Board.
§ 20
The Supervisory Board adopts its regulations specifying its organization as well as the form of performing of its activities, which is approved by the General Shareholders’ Meeting.
§ 21
1. The Supervisory Board exercises permanent supervision over the Company’s activities.
2. Special competencies of the Supervisory Board include:
1) examination of the financial statements of the Company as well as the Management Board’s report on the Company’s operations, motions of the Management Board concerning distribution of profits or coverage of loss as well as submitting a report to the General Shareholders’ Meeting presenting the outcome of the above examination;
2) representation of the Company in agreements and disputes with members of the Management Board;
3) suspension, for important reasons, of particular members of the Management Board as well as delegating members of the Supervisory Board for temporary performance of the duties of members of the Management Board, who are unable to do so;
4) approval of the Management Board’s regulations and its amendments;
5) granting the consent for acquisition and disposal of the real property of the Company or interest therein or the right of perpetual usufruct thereto, the market value of which in Polish zloty exceeds the equivalent of EUR 250,000;
6) approving of issue price of new shares consented to by the Management Board;
7) approving of dates of opening and ending of the subscription consented to by the Management Board;
8) granting the consent, within the scope of increases of the share capital made by the Management Board on the basis of authorization specified in § 7 for activities provided for in §7 sections 3, 4 and 5;
9) granting the consent for making the prepayment to the shareholders against future dividend;
10) appointment and recalling of the auditors of the financial statements of the Company;
11) adoption and change of the annual fiscal year budget of the Company as well as the approving of the annual fiscal year budgets of its subsidiaries as well as amendments thereto;
12)approving publications of annual reports and financial statements of the Company prepared pursuant to the International Financial Reporting Standards (IFRS);
13)granting of prior consent for the undertaking of the following actions by the Management Board:
(a) entering into any contract or incurring any obligation with a dominating entity or entity affiliated with a dominating entity of the Company having a value of more than the equivalent of EUR 500,000 in aggregate per financial year, except for transactions provided for in the approved budget;
(b) entering into or change of any contract by the Company with any other entity, including the Company’s subsidiary (other than a wholly owned subsidiary of the Company) that requires the Company to expend or to provide goods or services having a value being more than the equivalent of EUR 5,000,000 in aggregate per financial year, that is otherwise material to the business of the Company or its subsidiaries provided that this provision shall not apply to programming contracts and expenditures which are included in the approved annual budget;
(c) incurring by the Company of loans or credits or other financing for the purpose other than refinancing of existing obligations bigger than equivalent of EUR 5,000,000 in aggregate per financial year, except for loans, credits or other financing included in the approved budget;
(d) make any capital expenditure for the acquisition or leasing of fixed assets not specifically included in the approved budget totally exceeding the equivalent of EUR 5,000,000 in aggregate during the relevant financial year;
(e) acquisition of securities or shares of any company for the amount exceeding totally the equivalent of EUR 5,000,000 in aggregate during the relevant financial year, except for such transactions included in the approved budget ;
(f) disposal (including lease and tenancy) or encumbrance of Company’s assets, the value of which exceeds totally the equivalent of EUR 5,000,000 in aggregate during the relevant fiscal year except for included in the approved budget;
(g) exercising by the Company of powers held in respect of subsidiaries with regard to permitting such subsidiaries to carry out the actions listed in this item;
(h) undertaking other activities not specified in items a) – f) other than those which are connected with the current business activities of the Company resulting in creation of obligation or expiry of third party obligation towards the Company the value of which exceeds totally the equivalent of EUR 5,000,000 in aggregate during the relevant financial year except for transactions included in the approved budget.
3. For the purposes of this paragraph any amount expressed as the equivalent of a given amount in EUR is converted into PLN at the rate of exchange announced by the National Bank of Poland as of the day when a respective act was executed or when the Supervisory Board gave its consent to such act. Furthermore the total value of actions referred to in section 2 item 13 of this paragraph which in a given financial year have been carried out by the Management Board without obtaining prior consent of the Supervisory Board in view of the fact that the limit of amounts exempting such actions from the necessity of obtaining the consent of the Supervisory Board has not been exceeded cannot exceed the amount of EUR 15,000,000.
The Management Board
§ 22
1. The Management Board conducts the Company’s business and represents it in external relations.
2. The following persons are authorized to represent the Company:
- The President of the Management Board, acting solely or
- Two members of the Management Board, acting jointly.
§ 23 1. The Management Board shall be composed of at least three members, including the President and at least one Vice President, all appointed and replaced by the Supervisory Board. As long as it is required by the applicable provisions of law, the majority of members of the Management Board shall be Polish citizens.
2. The number of the members of the Management Board is determined by the Supervisory Board, provided that the number of the members of the Management Board appointed for the first term of office is to be determined in the resolution on transformation of the Company, mentioned in § 1 of the Articles of Association.
3. The members of the Management Board are appointed for the joint three year term of office.
4. Any member of the Management Board who resigned from performance of his function is obligated to notify the Supervisory Board on his resignation.
5. The revocation or suspension of the member of the Management Board from performance of his function may be done exclusively for significant reasons. The resolution on revocation or suspension of the member of the Management Board from performance of his function shall indicate reasons, causing the revocation or suspension.
§ 24 1. The President of the Management Board shall direct the operations of the Management Board. Subject to the provisions of section 2 of this paragraph, the Management Board adopts resolutions during the meetings convened upon the request of the President of the Management Board upon his own initiative or upon the request of the member of the Management Board or the Supervisory Board. The members of the Management Board may participate in its meetings using means of direct remote communication, which shall be considered as personal participation in the meeting.
2. Resolutions of the Management Board may be adopted without formal meeting in writing provided that all members have been notified on the content of the proposed resolution. Undertaking of voting in the form set forth in the preceding sentence may be decided by the President of the Management Board upon his own initiative or upon the request of any other member of the Management Board.
3. Resolutions of the Management Board are adopted by the simple majority of cast votes, provided that in case they are adopted on the meeting, at lease half of number of the members of the Management Board must be present. In case of a tie vote, the vote cast by the President of the Management Board shall be decisive.
§ 25
The detailed rules for performing of activities by the Management Board are set forth in the Management Board’s regulations adopted by the Management Board and ratified by the Supervisory Board.
V. THE FINANCIAL ECONOMY AND ACCOUNTING
§ 26
- 1. The Company has the following capitals and funds:
1) share capital,
2) surplus capital,
3) reserve capitals.
2. The General Shareholders’ Meeting may create reserve capitals for coverage of losses and expenditures during the financial year.
§ 27
1. The shareholders may participate in the profit presented in the audited financial statements, which was designated by the General Shareholders’ Meeting to distribution among shareholders.
2. The Management Board is authorized to make prepayment against dividend planned as of the end of the financial year.
§ 28
The financial year shall be the calendar year.
VI. FINAL PROVISIONS
§ 29
The Company makes its announcements in Monitor Sądowy i Gospodarczy.
§ 30
In case of the Company’s liquidation, the General Shareholders’ Meeting shall appoint, upon the request of the Supervisory Board, liquidators among the members of the Management Board and shall determine the manner of conducting of liquidation process.
§ 31
To all matters, which are not regulated by this Statue, the provisions of the Commercial Companies Code as well as other provisions of law shall apply.
