SHAREHOLDERS AGREEMENT
On December 30,1996, in Warsaw
TVN Ltd. with its seat in Warsaw, hereinafter referred to as "TVN", represented
by the President of the Management Board Mariusz Walter and the Vice-President
of the Management Board Wojciech Prokofi
and
AMBRESA Ltd. with its seat in Warsaw, hereinafter referred to as "AMBRESA",
represented by the President of the Management Board Maciejewicz and the
Vice-President of the Management Board Anatol Nowik,
concluded the following agreement:
Whereas, pursuant to the intentions of TVN and the remaining shareholders of
Telewizja Wis_a Ltd. (hereinafter referred to as "Wis_a"), AMBRESA, constituting
in 100% the affiliate of BRE, shall purchase from PRiKB REALBUD 31 334 shares in
the share capital of Wis_a;
Whereas TVN, which can ensure respective staffing and financial resources,
pursuant to the suggestions of Krajowa Rada Radiofonii i Telewizji, undertakes
to establish the federation of regional broadcasters of television programs,
achieving this purpose by, among others, the acquisition of the shares in the
share capital of Wisla and providing Wisla with necessary program and financial
support;
Whereas, the realization of the process of establishing the federation of
regional broadcasters of television programs shall require strict cooperation of
TVN and AMBRESA as the shareholders holding the majority of participation in the
share capital of Wisla;
The Parties resolve as follows:
Article 1
1. The parties undertake to strictly cooperate in the matters which require
the adoption of resolutions by the shareholders of Wis_a. AMBRESA,
acknowledging that TVN is the only shareholder of Wis_a experienced in
the scope of emission of television programs, undertakes to take into
account the opinion of TVN in all the matters concerning Wis_a, in the
scope which does not infringe upon basic interests of AMBRESA.
2. With reference to the cooperation referred to in par. 1, the parties to
this agreement undertake to vote during the next assembly of
shareholders of Wis_a, for the adoption of the resolution on the
increase of the share capital of Wis_a, by the amount of 11,200,000
(eleven million two hundred thousand) zlotys and for covering the shares
and making full contribution in exchange for the shares, pursuant to the
following:
a) TVN shall acquire 54,880 (fifty four thousand eight hundred and
eighty) shares in the increased share capital, in the amount of
100 (one hundred) zlotys each, of the overall value of 5,488,000
(five million four hundred eighty eight thousand) zlotys;
b) AMBRESA shall acquire 30,520 (thirty thousand five hundred and
twenty) shares in the increased share capital, in the amount of
100 (one hundred) zlotys each, of the overall value of 3,052,000
(three million fifty two thousand) zlotys;
Article 2
1. TVN undertakes to purchase or to indicate an entity that shall
purchase from AMBRESA on conditions stipulated below:
a) 31,334 (thirty one thousand three hundred thirty four) shares
in the share capital of Wis_a, which AMBRESA shall purchase from
PRiKB REALBUD;
b) 30,520 (thirty thousand five hundred and twenty) shares
covered pursuant to the provisions of art. 1 par. 2 item b) in
the increased share capital of Wis_a;
c) any other shares which may be covered or acquired by AMBRESA
in the scope of cooperation stipulated in the hereby agreement.
The shares referred to in items a) - c), shall be hereinafter
referred to jointly as the"Option Shares".
2. The sale price of the Option Shares shall be calculated on the basis
of the following formula: the purchase price or the price of covering
the shares by AMBRESA (including borne costs, such as stamp duties),
increased by 1 %.
3. The obligation on the part of TVN to purchase the Option Shares
referred to in par. 1, shall be an irrevocable offer of purchase of the
Option Shares. This offer may be accepted by AMBRESA starting from the
first day after the lapse of one year from the date of execution of the
hereby agreement, for the period of 3 months.
4. AMBRESA hereby grants an irrevocable power of attorney to
Altheimer & Gray Polska Ltd. , to accept for and on behalf of AMBRESA
the purchase offer regarding the Option Shares. The irrevocable form of
the power of attorneys is justified by the form of legal relationship
between the parties to the hereby agreement.
5. Should AMBRESA intend to sell or in any other way dispose of the
Option Shares, prior to the lapse of the period specified in par. 3, to
other entities than stipulated in par. 1, TVN, or the entity appointed
by TVN, shall be entitled to pre-emptive right with reference to the
Option Shares. Such right may be executed within 3 months from the date
of the receipt by TVN of the notification on the content of the
agreement on the sale of the Option Shares, or from the date of other
legal action on the basis of which the sale of the Option Shares shall
be executed. The price, at which TVN shall be entitled to execute its
pre-emptive right, shall be the lower amount from the following: (i) the
price payable for the Option Shares pursuant to par. 2; and (ii) the
price or an economic advantage gained by AMBRESA pursuant to the legal
action intending to dispose of the Option Shares.
6. Should, as a result of the acceptance by AMBRESA of the purchase
offer regarding the Option Shares within the period specified under par.
3, TVN or the entity appointed by TVN fail to fulfil their obligation to
purchase the Option Shares, then the pre-emptive right referred to in
par. 5 shall expire, and AMBRESA shall be entitled to dispose of the
Option Shares for the benefit of
2
another entity, whereas TVN shall be obliged to pay to AMBRESA as
damages, the difference between the amount obtained from the sale of the
Option Shares to the third parties, and the price payable pursuant to
par. 2.
7. AMBRESA undertakes not to encumber the Option Shares with any
obligation or property rights established for the benefit of the third
parties.
Article 3
In order to ensure performance of the obligations by TVN referred to in art. 2
par. 1, TVN undertakes to make an irregular deposit, in the understanding of
art. 845 of the Civil Code, for the period of fifteen months, in form of the
amount of 11,409,895.00 zlotys.
Article 4
Any amendments to the hereby agreement shall be made in writing, in order to be
effective.
Article 5
Stamp duty relating to the sale of the Option Shares shall be borne by the
buyer.
Article 6
This Agreement has been executed in two counterparts, one for each party.
TVN Ltd. AMBRESA Ltd.
/illegible signatures/ /illegible signatures/
3