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general meeting of shareholders

ANNUAL GENERAL SHAREHOLDERS MEETING OF TVN S.A.
MAY 14, 2010 AT 11:00 A.M.
IN THE COMPANY’S HEADQUARTER
IN WARSAW, AT 166 WIERTNICZA STREET

1. Announcement on convening the Annual General Shareholders Meeting of TVN S.A. (link)

2. Information on a total number of shares:

At the date of the announcement of the convening of the Annual General Meeting of TVN S.A. the total number of shares of TVN S.A. was 340,825,219 and the total number of votes was 340,825,219.

3. Draft resolutions for the Annual Shareholders Meeting of TVN S.A. (link)

4. Annual report of TVN Group (link)

5. Appendixes to resolutions for the Annual Shareholders Meeting containing (link)

- The Supervisory Board Report on the evaluation of the MB Report on TVN S.A. activity and the fiscal statement of TVN S.A. in 2009
- Assessment of the Supervisory Board on consolidated financial statement of TVN Group in 2009
- The Management Board motion on allocation of the profits achieved by TVN in 2009 financial year
- Assessment of the Supervisory Board on the standing of TVN S.A. in 2009_appendix to resolution no. 33
- Report on the activity of TVN Supervisory Board and its Committees containing an assessment of activity performed by the Supervisory Board in 2009
- By-laws of the General Meeting of Shareholders of TVN S.A.
and
- Supervisory Resolution on assessment of the Management Board's motion on dividends day and day of dividends payment and Motion of TVN S.A. Management Board

6. Form Power of attorney issued by individuals (link) and issued by legal person (link)

7. Form allowing performance of voting rights by an attorney (link)

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The principles of convening and holding the General Meeting of Shareholders are set forth in:

  1. Commercial Companies Code
  2. TVN S.A. Articles of Association (Chapter IV, §13,§14)
  3. By-laws of the Shareholders Meeting (translation only)


The Management Board of TVN S.A. makes available an e-mail address, allowing Shareholders of TVN S.A. to contact the Management Board electronically in relation to organization of the General Meeting of Shareholders of TVN S.A.

1. Scope of Shareholder requests fulfilled using e-mail

Shareholder, exercising rights extended to them according to provisions of the Code of Commercial Companies, are able to send e-mails to the Management Board of TVN S.A. to the following address: walnezgromadzenie@tvn.pl, stating their intention to convene a General Meeting of Shareholders, place specific matters into the agenda of the meeting, and submit draft resolutions.

A Shareholder using e-mail is required to identify himself, and the manner in which he documents his rights is subject to review.

2. Manner of proving Shareholder rights

A certificate of deposit containing name of the Shareholder, issued by a brokerage house is the document which confirms possession of TVN S.A. shares. Such document should be annexed to the Shareholder’s request in the form of a scan.

3. Scope and manner of submitting data by an eligible Shareholder

Any Shareholder being an individual, who submits a request, shall specify his/her first and last name, address of domicile, and will send by e-mail a scan of his/her identity card, passport or another identity document allowing review of Shareholder’s identity.

Any Shareholder being a legal person or organizational entity not having personality at law, but possessing legal capacity, shall specify its name (firm), seat, address, KRS (or any other applicable register) number, as well as first and last names of persons acting as a body of the legal person, and will send by e-mail a scan containing current or full excerpt from the court register, or any other register applicable to such person.

Any Shareholder acting through an attorney, is additionally obligated to submit by e-mail a statement of having extended a power of attorney, naming the attorney by giving his/her first and last name, address of domicile, if the attorney is an individual; or name (firm), seat, address, KRS (or any other applicable register) number, as well as first and last names of persons acting as a body of such legal person or in the name of an entity not having personality at law but having legal capacity, if the attorney is a legal person or an entity not having personality at law but having legal capacity. Also, the Shareholder is obligated to send by e-mail scans of the following documents: identity card, passport or another document confirming identity, or a current/full excerpt from the court register or any other register applicable to such person, allowing identification of the attorney and the Shareholder as his principal, and scan of the power of attorney document.

4. Language of documents

Documents sent electronically and prepared in a language other than Polish, shall be translated into the Polish language by a certified translator.

5. Review of Shareholder’s request

Any Shareholder duly submitting a motion to TVN S.A. should at the same time specify an e-mail address, through which the Management Board of TVN S.A. could contact such Shareholder, as well as his/her attorney, if any. Address stated by the Shareholder will be used for review purposes and correspondence by sending a question in response to the Shareholder or his/her attorney to confirm the information being submitted.

If the documents submitted are not in compliance with the applicable laws or fail to meet the requirements set forth above, TVN S.A. shall refuse such request of the Shareholder by sending a notification to the specified e-mail address.

6. Announcing the General Meeting of Shareholders

A full and complete set of information, as required according to the applicable laws in relation to the General Meeting of Shareholders of TVN S.A. shall be available in each case of the announcement of convening the General Meeting of Shareholders, at the following web page: www.investor.tvn.pl from the date of convening the General Meeting of Shareholders, as provided for in the Code of Commercial Companies.
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