EXHIBIT 4.15


 


CONFORMED COPY


 


 


SHARE PURCHASE AGREEMENT


 


by and between


 


INTERNATIONAL TRADING AND INVESTMENTS HOLDINGS S.A.

LUXEMBOURG


 


and


 


SBS BROADCASTING S.A.


 


Dated as of September 12, 2003


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  PURCHASE AND SALE OF STRATEUROP SHARES

  	
   

  
	
   

  	
  Section 2.1

  	
  Purchase and Sale of Strateurop Shares

  	
   

  
	
   

  	
  (a)

  	
  SBS Consideration

  	
   

  
	
   

  	
  (b)

  	
  ITI Consideration

  	
   

  
	
   

  	
  Section 2.2

  	
  Closing.

  	
   

  
	
   

  	
  (a)

  	
  Obligations of the Parties at Closing

  	
   

  
	
   

  	
  (b)

  	
  Simultaneous Closing

  	
   

  
	
   

  	
  Section 2.3

  	
  Obligations in connection with the HYB Offering or any Alternative
  Financing.

  	
   

  
	
   

  	
  (a)

  	
  Best Efforts Obligation to Consummate the HYB Offering

  	
   

  
	
   

  	
  (b)

  	
  Approval of TVN Supervisory Board

  	
   

  
	
   

  	
  (c)

  	
  Participation in HYB Offering Preparation

  	
   

  
	
   

  	
  (d)

  	
  Alternative Financing

  	
   

  
	
   

  	
  (e)

  	
  Obligation to Escrow Certain HYB Offering
  Proceeds

  	
   

  
	
   

  	
  Section 2.4

  	
  SBS Participation in Subsequent Transfer of TVN.

  	
   

  
	
   

  	
  Section 2.5

  	
  Termination of the Call Option Agreement

  	
   

  
	
   

  	
  Section 2.6

  	
  Guarantee of Performance by Respective Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
  Section 3.1

  	
  Representations and Warranties of SBS

  	
   

  
	
   

  	
  (a)

  	
  Organization, Good Standing and
  Qualification

  	
   

  
	
   

  	
  (b)

  	
  Strateurop and the SBS TVN Shares

  	
   

  
	
   

  	
  (c)

  	
  Corporate Authority

  	
   

  
	
   

  	
  (d)

  	
  No Violations

  	
   

  
	
   

  	
  (e)

  	
  Brokers and Finders

  	
   

  
	
   

  	
  (f)

  	
  No Other Representations or Warranties

  	
   

  
	
   

  	
  Section 3.2

  	
  Representations and Warranties of ITI

  	
   

  
	
   

  	
  (a)

  	
  Organization, Good Standing and Qualification

  	
   

  
	
   

  	
  (b)

  	
  Corporate Authority

  	
   

  
	
   

  	
  (c)

  	
  No Violations

  	
   

  
	
   

  	
  (d)

  	
  HYB Offering Memorandum

  	
   

  
	
   

  	
  (e)

  	
  TVN Financial Statements

  	
   

  
	
   

  	
  (f)

  	
  Investment

  	
   

  
	
   

  	
  (g)

  	
  No Other Representations or Warranties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  COVENANTS

  	
   

  
	
   

  	
  Section 4.1

  	
  Non Compete

  	
   

  
	
   

  	
  Section 4.2

  	
  Standstill

  	
   

  
	
   

  	
  Section 4.3

  	
  Cooperation.

  	
   

  
						



 


i

















 


	
   

  	
  (a)

  	
  Best Efforts Obligation to Consummate the
  Transactions

  	
   

  
	
   

  	
  (b)

  	
  Further Assurances

  	
   

  
	
   

  	
  (c)

  	
  Right of SBS to Prior Review of Disclosures
  to Third Parties; Obligation of ITI to Keep SBS Apprised of Certain Matters

  	
   

  
	
   

  	
  Section 4.4

  	
  Fees and Expenses.

  	
   

  
	
   

  	
  (a)

  	
  Transactions Consummated

  	
   

  
	
   

  	
  (b)

  	
  Transactions Not Consummated

  	
   

  
	
   

  	
  Section 4.5

  	
  Publicity.

  	
   

  
	
   

  	
  (a)

  	
  General Obligation to Keep Certain
  Information Confidential

  	
   

  
	
   

  	
  (b)

  	
  Press Release and other Public Statements;
  Disclosures to Certain Third-Parties

  	
   

  
	
   

  	
  Section 4.6

  	
  Delivery by ITI of Certain Documents; Retention of Books and Records.

  	
   

  
	
   

  	
  (a)

  	
  Obligation of ITI to Deliver Certain
  Documents

  	
   

  
	
   

  	
  (b)

  	
  Retention of Books and Records

  	
   

  
	
   

  	
  Section 4.7

  	
  Taxes.

  	
   

  
	
   

  	
  (a)

  	
  Taxes of Strateurop Payable Prior to the
  Closing Date

  	
   

  
	
   

  	
  (b)

  	
  Taxes Arising in Connection with the
  Transfer of the Strateurop Shares.

  	
   

  
	
   

  	
  (c)

  	
  Taxes of Strateurop Arising After the Closing Date.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  CONDITIONS

  	
   

  
	
   

  	
  Section 5.1

  	
  Conditions to Obligations of SBS

  	
   

  
	
   

  	
  (a)

  	
  Representations and Warranties

  	
   

  
	
   

  	
  (b)

  	
  Compliance with Agreements and Conditions

  	
   

  
	
   

  	
  (c)

  	
  Certificate

  	
   

  
	
   

  	
  (d)

  	
  Opinions

  	
   

  
	
   

  	
  (e)

  	
  Antitrust; Consents and Approvals

  	
   

  
	
   

  	
  (f)

  	
  Termination Agreement

  	
   

  
	
   

  	
  (g)

  	
  Litigation

  	
   

  
	
   

  	
  (h)

  	
  Other Documents

  	
   

  
	
   

  	
  (i)

  	
  Directors

  	
   

  
	
   

  	
  Section 5.2

  	
  Conditions to Obligations of ITI

  	
   

  
	
   

  	
  (a)

  	
  Representations and Warranties

  	
   

  
	
   

  	
  (b)

  	
  Compliance with Agreements and Conditions

  	
   

  
	
   

  	
  (c)

  	
  Certificate

  	
   

  
	
   

  	
  (d)

  	
  Opinions

  	
   

  
	
   

  	
  (e)

  	
  Antitrust; Consents and Approvals

  	
   

  
	
   

  	
  (f)

  	
  Termination Agreement

  	
   

  
	
   

  	
  (g)

  	
  Litigation

  	
   

  
	
   

  	
  (h)

  	
  Other Documents

  	
   

  
	
   

  	
  (i)

  	
  Directors

  	
   

  
	
   

  	
  (j)

  	
  Financing

  	
   

  
					



 


ii

















 


	
  ARTICLE VI

  	
  INDEMNIFICATION

  	
   

  
	
   

  	
  Section 6.1

  	
  Survival of Representations and Warranties.

  	
   

  
	
   

  	
  Section 6.2

  	
  Indemnification.

  	
   

  
	
   

  	
  Section 6.3

  	
  Indemnification Amounts.

  	
   

  
	
   

  	
  Section 6.4

  	
  Indemnification Procedures.

  	
   

  
	
   

  	
  Section 6.5

  	
  Non-Exclusive Remedy

  	
   

  
	
   

  	
  Section 6.6

  	
  Certain Limitations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  TERMINATION AND WAIVER

  	
   

  
	
   

  	
  Section 7.1

  	
  Termination.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
  Section 8.1

  	
  Severability

  	
   

  
	
   

  	
  Section 8.2

  	
  Specific Enforcement

  	
   

  
	
   

  	
  Section 8.3

  	
  Entire Agreement

  	
   

  
	
   

  	
  Section 8.4

  	
  Counterparts

  	
   

  
	
   

  	
  Section 8.5

  	
  Notices

  	
   

  
	
   

  	
  Section 8.6

  	
  Amendments; Waivers

  	
   

  
	
   

  	
  Section 8.7

  	
  Headings

  	
   

  
	
   

  	
  Section 8.8

  	
  Successors and Assigns

  	
   

  
	
   

  	
  Section 8.9

  	
  Arbitration

  	
   

  
					



 


iii

















 


	
   

  	
  EXHIBITS

  
	
   

  	
   

  
	
  1

  	
  Definitions

  
	
  2

  	
  Form of Termination Agreement

  
	
  3

  	
  Form
  of Notarial Deed

  
	
  4

  	
  Form of Certificate of Romano Fanconi,
  Corporate Secretary of ITI, pursuant to Section 5.1(c) of the Agreement

  
	
  5

  	
  Form of Luxembourg Law Opinion of Elvinger
  Hoss & Prussen, pursuant to Section 5.1(d) of the Agreement

  
	
  6

  	
  Form
  of U.S. Law Opinion of Heller Ehrman, pursuant to Section 5.1(d) of the
  Agreement

  
	
  7

  	
  Form of Polish law opinion of Altheimer
  & Gray, pursuant to Section 5.1(d) of the Agreement

  
	
  8

  	
  Form of Certificate of Erik T. Moe, General
  Counsel of SBS, pursuant to Section 5.2(c) of the Agreement

  
	
  9

  	
  Form of Opinion of Arendt & Medernach,
  pursuant to Section 5.2(d) of the Agreement

  
	
  10

  	
  Form
  of Opinion of Erik T. Moe, General Counsel of SBS, pursuant to
  Section 5.2(d) of the Agreement

  
	
  11

  	
  TVN Annual Budget for Fiscal Year 2003

  
	
  12

  	
  TVN
  HYB Summary of Terms

  
	
  13

  	
  Balance
  Sheet of Strateurop for the period ended June 30, 2003

  
	
  14

  	
  Form
  of Letter of J.P. Morgan, pursuant to Section 2.3(b) of the Agreement

  



 


iv

















 


SHARE PURCHASE AGREEMENT


 


This SHARE PURCHASE AGREEMENT (the “Agreement”) is made and
entered into as of September 12, 2003, by and between International
Trading and Investments Holdings S.A. Luxembourg, a company organized under the
laws of Luxembourg with registered number B29742 and its registered office at
398, route d’Esch, L-1471 Luxembourg (“ITI”), and SBS Broadcasting S.A.,
a company organized under the laws of Luxembourg with registered number B31996
and its registered office at 8-10, rue Mathias Hardt, L-1717, Luxembourg (“SBS”
and, together with ITI, the “Parties” and each, a “Party”).


 


WHEREAS, ITI, together with 3W Capital Investments S.A., a company
organized under the laws of Poland (“3W”), owns, directly or indirectly,
69.57% of the share capital of TVN Sp. z o.o., a company organized under the
laws of Poland (“TVN”), which conducts broadcasting and related
activities in Poland and is licensed by the Polish Broadcasting Council to
carry on such activities;


 


WHEREAS, SBS owns indirectly through its wholly owned subsidiary, SBS
Nederland B.V. (“SBS Nederland”), all of the 18,152 outstanding ordinary
shares, par value one Euro (EUR 1) per share, of Strateurop International B.V.,
a company organized under the laws of The Netherlands (such entity, “Strateurop”
and such shares, the “Strateurop Shares”), which entity acts solely as a
holding company for 200,200 common shares, par value PLN 100 per share, of TVN
(each a “TVN Share” and, together, the “SBS TVN Shares”), which
SBS TVN Shares at the date hereof represent 30.43% of the outstanding share
capital of TVN (the “SBS TVN Interest”);


 


WHEREAS, ITI wants to purchase from SBS all of the SBS TVN Shares
through the acquisition from SBS Nederland of all the Strateurop Shares in
exchange for €131,561,300 in cash (the “Acquisition”), subject to the
terms and conditions hereinafter provided;


 


WHEREAS, ITI intends to finance its purchase of the Strateurop Shares
through an offering by TVN, or a special purpose finance subsidiary of TVN, of
high yield notes to institutional investors (the “HYB Offering”) or,
failing successful completion of the HYB Offering and at ITI’s discretion,
through an alternative financing arrangement capable of raising the ITI
Consideration, as defined below (the “Alternative Financing”).  ITI intends to procure that the proceeds of
the HYB Offering or the Alternative Financing are made available to ITI through
the appropriate contractual arrangements (the “On-Funding Arrangements”);
and


 


WHEREAS, in connection with the Acquisition, ITI and SBS want to
terminate on the Closing Date certain existing agreements between them relating
to TVN (the “Termination” and together with the Acquisition, the “Transactions”),
subject to the terms and conditions as hereinafter provided;


 


NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:


 


1

















 


ARTICLE I


 


DEFINITIONS


 


Unless otherwise indicated, defined terms in this Agreement and in the
Exhibits to this Agreement have the meanings assigned to them in Exhibit 1 hereto.


 


ARTICLE II


 


PURCHASE AND
SALE OF STRATEUROP SHARES


 


Section 2.1                                      Purchase and
Sale of Strateurop Shares. 
On the Closing Date:


 


(a)                                  SBS
Consideration.  SBS shall
sell and transfer, or shall cause its applicable Subsidiary to sell and
transfer, to ITI Media Group N.V., a company organized under the laws of The
Netherlands Antilles (“ITI Media”), the Strateurop Shares (the “SBS
Consideration”).


 


(b)                                 ITI
Consideration.  ITI shall
purchase, or shall cause its applicable Subsidiary to purchase, the Strateurop
Shares, and shall deliver, or shall cause its applicable Subsidiary to deliver,
Euros in cash to SBS Nederland in the amount of €131,561,300.


 


The cash to be paid pursuant to this Section 2.1(b) shall be paid
by or on behalf of ITI to SBS Nederland by wire transfer of Euros in
immediately available funds to an account or accounts to be designated in
writing by SBS (such account or accounts to be designated not less than two
Business Days prior to the Closing Date) (the “ITI Consideration”).  Notwithstanding the foregoing, SBS shall
have the right to direct delivery of any of the ITI Consideration to any member
of the SBS Group; provided that, ITI and its Subsidiaries shall have received
written notice not less than two Business Days prior to the Closing Date with
respect thereto.


 


Section 2.2                                      Closing.


 


(a)                                  Obligations of the
Parties at Closing.  The
closing of the Transactions shall occur on the first Business Day nominated by
either Party on which all of the conditions precedent to the obligations of the
Parties set forth in this Agreement have been satisfied or waived (the “Closing”),
it being understood that the first intention of the Parties is that the Closing
occur no later than the date of closing of the HYB Offering (the “HYB
Closing Date”) or, failing that, as soon as reasonably practicable
thereafter.  The Closing shall take
place at either the offices of Sullivan & Cromwell LLP, 1 New Fetter Lane,
London EC4A 1AN, England or such other location as may be agreed by the
Parties.  The date on which the Closing
shall occur is referred to herein as the “Closing Date”.  At the Closing:


 


2

















 


(A)                              Payment
and Delivery of the SBS Consideration. 
SBS shall deliver the SBS Consideration in accordance with
Section 2.1(a) herein, and in connection therewith, SBS shall
(i) cause SBS Nederland to sell and transfer to ITI Media the Strateurop
Shares, which sale and transfer shall be effected by execution of a notarial
deed of purchase and transfer by SBS Nederland and ITI Media substantially in
the form attached as Exhibit 3 hereto in the presence of the Notary, and (ii) deliver
or cause to be delivered to ITI a copy of the shareholder register of
Strateurop, certified by the Notary, showing that the transfer of the
Strateurop Shares to ITI Media has been validly recorded in such shareholders
register of Strateurop, and


 


(B)                                Payment
and Delivery of the ITI Consideration. 
ITI shall deliver the ITI Consideration in accordance with
Section 2.1(b) herein.


 


(b)                                 Simultaneous
Closing.  Each of the Parties
hereto will use its best efforts to ensure that the Closing will occur on the
date of the closing of the HYB Offering. 
ITI agrees that the first use of the proceeds of the HYB Offering shall
be to pay the ITI Consideration to SBS and ITI shall cause TVN or the relevant
TVN Subsidiary to deliver irrevocable instructions to the lead underwriters of
the HYB Offering to pay on the HYB Closing Date or as soon as practicable
thereafter the ITI Consideration on ITI’s behalf to SBS in accordance with
Section 2.1(b) herein.


 


Section 2.3                                      Obligations
in connection with the HYB Offering or any Alternative Financing.


 


(a)                                  Best Efforts
Obligation to Consummate the HYB Offering.  ITI shall agree to use its best efforts to
cause TVN to close the HYB Offering (provided it raises proceeds of at least
U.S. $200,000,000) as soon as practicably possible following the date hereof;
provided that ITI shall not be under any obligation to cause TVN to close the
HYB Offering and to close the Transactions if one or more events occur
following the date of this Agreement that, individually or in the aggregate,
are so material and adverse that ITI concludes, based on the advice of J.P.
Morgan Securities Ltd. (“J.P. Morgan”) and after consultation with SBS
and Morgan Stanley & Co. Ltd. (“Morgan Stanley”), that it is
impracticable or inadvisable for ITI to proceed with the HYB Offering.


 


(b)                                 Approval
of TVN Supervisory Board. 
SBS agrees that the consent of the members of the TVN Supervisory Board
appointed by SBS and the consent of SBS as a shareholder of TVN to the approval
of the HYB Offering as described in the preliminary offering memorandum to be
used in connection with the HYB Offering (the “Preliminary Offering
Memorandum”) immediately prior to the date of the Preliminary Offering
Memorandum shall not be unreasonably withheld provided that (i) the proposed
HYB Offering shall be substantially on the terms and conditions set forth in
Exhibit 12 hereto, (ii) the shareholders of TVN shall have received from J.P.
Morgan a letter addressed to them substantially in the form set out in Exhibit
14 hereto and (iii) each of the conditions


 


3

















 


precedent specifically identified in Sections 5.1 and 5.2 as to be
satisfied or waived prior to or at the date on which the TVN Supervisory Board
approves the HYB Offering (the “Approval Date”), shall be satisfied or
waived prior to such date.


 


(c)                                  Participation
in HYB Offering Preparation.  ITI
agrees to procure that, prior to the approval of the HYB Offering, (i) SBS
shall be provided with all documentation relating to the HYB Offering reasonably
requested by it, including copies of investor presentations, presentations,
financial projections and rating agency materials, (ii) SBS shall have
reasonable access to the management of TVN to address any comments or concerns
relating to the HYB Offering documentation or offer process, (iii) SBS shall
promptly be provided with drafts of the offering document as they become
available, shall be given the opportunity to comment on such offering document
and such comments shall be resolved to its reasonable satisfaction, and (iv)
SBS shall be provided the final agreed drafts, initialized for purposes of
identification, of (A) all “comfort letters” from TVN independent accountants
relating to the financial information included in the final offering memorandum
to be used in connection with the HYB Offering (the “HYB Offering Memorandum”)
and (B) all legal opinions from TVN legal counsel covering, among other things,
the absence of any material misstatement or omission in the HYB Offering
Memorandum, in the form in which those letters and opinions are to be delivered
to the HYB Offering underwriters (except that the “comfort letters” relating to
the United States portion of the offering may be limited to an “agreed
procedures” assurance pursuant to SAS 76) and addressed to all members of the
TVN Supervisory Board, who shall be entitled to rely on them (and ITI shall
procure that such comfort letters and opinions shall be delivered to the
members of the TVN Supervisory Board at the same date as to the underwriters
for the HYB Offering).


 


(d)                                 Alternative
Financing.  In the event that,
notwithstanding ITI’s best efforts in accordance with Section 2.3(a)
hereunder, the HYB Offering can not be completed, ITI agrees, in the event that
such Alternative Financing involves TVN or a Subsidiary of TVN, to (i) consult
with SBS regarding such Alternative Financing, and (ii) to provide SBS in
advance of use with a copy of all materials to be provided to rating agencies,
investment banks or prospective investors in connection with such Alternative
Financing.  For the avoidance of doubt
any pledge or sale of TVN shares to a bank or other financial institution for
purposes of an arm’s length financing or refinancing by ITI shall not constitute
an Alternative Financing for the purposes of triggering the provisions of this
Section 2.3(d).


 


(e)                                  Obligation
to Escrow Certain HYB Offering Proceeds. 
If despite the best efforts of both parties it is not practicable to
effect the Transactions on the HYB Closing Date, the Parties shall enter into
an escrow agreement, in a form reasonably satisfactory to each of SBS and ITI
(the “HYB Escrow Agreement”), with J.P. Morgan as escrow agent pursuant
to which:  (i) prior to the HYB Closing
Date, ITI shall open a new account with the escrow agent or one of its
affiliates (such account, the “ITI Bank Account”) and shall cause TVN or
the relevant TVN subsidiary to deliver irrevocable instructions to the lead
underwriters of the HYB Offering to pay by wire transfer of immediately
available


 


4

















 


funds to the ITI Bank Account on behalf of ITI an amount in Euros equal
to the ITI Consideration from the net proceeds raised in the HYB Offering (and
the first use of any proceeds of the HYB Offering shall be for such purpose)
(the “Escrowed HYB Proceeds”), (ii) prior to the HYB Closing Date, ITI
shall deliver irrevocable instructions to the escrow agent to transfer, or
cause to be transferred, immediately following the HYB Closing Date, the
Escrowed HYB Proceeds, together with any interest earned thereon (such proceeds
and such interest, the “Escrowed Property”), by wire transfer of
immediately available funds or book entry to an interest-bearing escrow account
maintained by the escrow agent (the “Escrow Bank Account”) for the
benefit of SBS and (iii) on the Closing Date ITI and SBS shall instruct the
escrow agent to deliver the Escrowed Property to SBS Nederland provided that if
the Closing has not occurred prior to the date of termination of this
Agreement, then (A) ITI shall cause the On-Funding Arrangements to be unwound
to the extent they relate to the Escrowed Property and the Escrowed Property to
be delivered to TVN, (B) ITI, SBS and TVN shall engage in discussions to arrive
at a mutually agreeable decision as to the application of the Escrowed HYB
Proceeds, having due regard for the fact that the HYB Offering was marketed on
the basis that it was to be used to fund the Acquisition and (C) ITI agrees to
cause TVN not to use the Escrowed Property until such mutually agreeable
decision has been reached.


 


Section 2.4                                      SBS
Participation in Subsequent Transfer of TVN.


 


(a)                                  In
the event that following the Closing, ITI or any of its Subsidiaries effects a
Transfer (as defined below) within 12 months of the Closing Date, then ITI
shall pay to SBS following such Transfer an amount equal to the Premium (if
any) (as defined below) associated with such Transfer, as set out in Sections
2.4(e) through (i) below, provided that the Premium shall be payable by ITI in
the same form (e.g. cash,
securities or other assets) as the Transfer Consideration (as defined below) is
received by ITI, and in the same proportions (e.g.
if the Transfer Consideration received by ITI is 70% cash and 30%
shares, the Premium shall be payable 70% in cash and 30% in such shares).


 


(b)                                 The
“Premium” for purposes of this Section 2.4 associated with a
Transfer shall be an amount in U.S. dollars (or other appropriate form,
pursuant to the operation of Section 2.4(a)) equal to 50% (in the event of
a Transfer pursuant to Section 2.4 (d)(i)) and 100% (in the event of a
Transfer pursuant to Section 2.4 (d)(ii)) of:


 


	
  Transfer Consideration

  	
   

  	
  less

  	
   

  	
  Euro 142,208,847

  
	
  % Interest Transferred

  	
   

  	
   

  	
   

  	
  30.43%

  



 


multiplied by 30.43%


 


where the “% Interest Transferred” is equal
to the percentage amount of ownership interest in TVN transferred provided that
the amount of Premium payable shall not exceed a total amount of US$ 25,000,000
in any circumstances.


 


5

















 


(c)                                  For
purposes of this Section 2.4, the aggregate consideration (the “Transfer
Consideration”) associated with a Transfer for the purpose of calculating
the Premium (if any) shall be:


 


(i) in the case of the Transfer of shares, the amount equal to (x) the
total consideration (whether in cash, securities or other assets or value
including without limitation contractual rights) paid or to be paid for such
shares by the acquiring Person (including amounts paid or to be paid by holders
of options, warrants and convertible securities and any payments related to any
non-competition or other related agreements entered into in connection with
such Transfer) ascribable to the business of TVN as at the Closing Date as
described in the Preliminary Offering Memorandum (“the TVN Base Business”))
plus (y) the amount of any indebtedness assumed by the acquiring Person
or any of its Affiliates in relation to the TVN Base Business plus (z)
if such transfer resulted in the beneficial ownership by the Person acquiring
such shares, together with such Person’s Affiliates, of all of the voting
securities of the Person that issued such shares, the amount of any
indebtedness as set forth on the most recent consolidated balance sheet of TVN
(or a pro rata amount of such indebtedness based on the percentage ownership
interest being Transferred if less than all the TVN Shares are being directly
or indirectly Transferred), and


 


(ii) in the case of a Transfer of a business or other assets, the
amount equal to (x) total consideration paid for such business or other assets
which are part of the TVN Base Business, plus (y) the amount of any
indebtedness assumed by the acquiring Person or any of its Affiliates in
relation only to elements of the Base Business transferred;


 


provided that, in each case set forth in clauses (c)(i) and (ii) above,
ITI shall be required to pay any Premium to SBS only upon the date of receipt
of the Transfer Consideration by ITI or any of its Subsidiaries (and if the
Transfer Consideration is received by ITI in installments, the Premium shall be
paid to SBS pro-rata as those installments are received by ITI).


 


(d)                                 “Transfer”
for the purposes of this Section 2.4 means any transfer, sale, assignment
or other disposal (including, without limitation, a transfer by operation of
law such as through a merger or consolidation involving TVN or any of its
Subsidiaries, or a grant or issuance of an option, warrant, convertible
security or similar instrument or right or interest to receive a share of the
profits of TVN or any of its Subsidiaries), or series of transfers, sales,
assignments or disposals of either (i) to a single purchaser, its Affiliates or
Persons acting in concert with such purchaser and its Affiliates, shares in TVN
or in direct, or indirect shareholders of TVN representing more than 25% but
not more than 50% of the then outstanding TVN equity interest (or real,
personal or intellectual property or contractual rights of TVN or its
Subsidiaries representing more than 25% but not more than 50% of the TVN Base
Business), without any transfer of management control in TVN (such management
control being the right to appoint a majority of the members of the TVN
Management Board) to a third party purchaser or (ii) shares in TVN or in direct
or indirect shareholders of TVN representing more than 50% of the then
outstanding TVN equity interest or real, personal or intellectual property or
contractual rights of TVN or its Subsidiaries representing more than 50% of the
TVN Base Business (or the sale of


 


6

















 


a lesser interest in TVN, where, in connection with such sale through
contractual provisions or otherwise, the transferee acquires the right to
appoint a majority of the members of the TVN Management Board) to a third party
purchaser, in each case set forth in clauses (d)(i) and (ii) above, if the
ultimate parent company or controlling shareholders of such third party
purchaser have their principal headquarters of activities based outside the
jurisdiction of Poland; provided that for all purposes of this
Section 2.4(d) none of (w) assignment by way of security or grant or issue
of an option, warrant instrument, convertible security or similar instrument or
right or interest to receive a share of the profits of TVN or any of its
Subsidiaries to a bank or other financial institution for purposes of an arm’s
length financing or re-financing, (x) internal transfer or reorganization
within the ITI Group, (y) initial public offering of some or all of the shares
of TVN or any member of the group of companies to which TVN belongs shall, in
themselves, constitute a Transfer. 
During the 12 months following the Closing Date, upon the transfer of
any real, personal or intellectual property or contractual rights worth in excess
of Euro 10 million on a cumulative basis which are part of the TVN Base
Business, if ITI believes that such transfer is not a Transfer for the purpose
of this Section 2.4 (d), it shall so notify SBS indicating what real,
personal or intellectual property or contractual rights have been transferred.
If SBS, by notice given to ITI within 20 days of receipt of the first notice
named above, disagrees with ITI’s conclusion and believes that such transfer is
a Transfer, then an independent expert shall be appointed following the
procedures set out in Section 2.4 (h) below and such independent expert
shall provide a determination.  The fees
and disbursements of the independent expert shall be paid by ITI if the
independent expert determines that the transfer is a Transfer, and by SBS
otherwise.


 


(e)                                  ITI
shall, within five (5) days of the occurrence of a Transfer, inform SBS of the
identity of the purchaser, the Transfer Consideration and ITI’s calculation of
the Premium, if any, payable, prepared in good faith by ITI (the “TVN
Valuation Statement”).  In the event
that SBS agrees with the amount of the Premium as set out in the TVN Valuation
Statement, ITI shall pay the cash element of the Premium to SBS within five (5)
days of being notified in writing of such agreement and any non-cash element as
soon as possible thereafter.  The
foregoing notwithstanding, ITI shall only be obligated to pay SBS a Premium at
such time as and to the extent that it receives from the purchaser of the TVN
shares so Transferred the consideration for such purchase.


 


(f)                                    SBS
shall have thirty (30) days from the date of receipt of the TVN Valuation
Statement to complete its review of the calculation of the Premium.  In the event that SBS disputes the amount of
the Premium then SBS shall so inform ITI in writing on or before the last day
of such thirty-day period (such notice being an “SBS Objection”),
setting forth the basis on which SBS so objects.  ITI shall cooperate in responding to questions and requests for
information submitted by SBS pursuant to this Section 2.4(f) in connection
with any TVN Valuation Statement and shall, with reasonable prior notice,
provide SBS with access to all books and records used in calculation of the
Premium.  If no SBS Objection is
received within such 30 day period, SBS shall be deemed to have accepted
calculation of the Premium as set out in the TVN Valuation Statement.


 


7

















 


(g)                                 In
the event SBS delivers a SBS Objection to ITI, ITI shall have ten (10) Business
Days to review and respond to the SBS Objection and SBS and ITI shall
thereafter meet to attempt to agree the amount of the Premium (if any) within
ten (10) Business Days following the completion of ITI’s review of the SBS
Objection.


 


(h)                                 If
SBS and ITI are unable to agree the Premium within such ten-day period, they
shall refer the matter to a mutually agreed third party (whether a firm of
accountants, investment bank or other person having recognized expertise and
capabilities in the valuation of business organizations), and in the absence of
such agreement either party may refer the matter to the Dean of the London
Business School to nominate an appropriate third party (whether a firm of
accountants, investment bank or other person having recognized expertise and
capabilities in the valuation of business organizations) (the “Independent
Expert”).  The Independent Expert
shall, acting as an expert and not as an arbitrator, determine in accordance
with this Section 2.4 and the definitions set forth herein the amount (if
any) payable as a Premium.  The
Independent Expert shall be instructed to deliver its written determination (a
“Final Determination”) to ITI and SBS no later than twenty (20) days
after the date of referral of the remaining differences to the Independent
Expert.  A draft of the Final
Determination shall be provided to each of SBS and ITI for comment no later
than three (3) Business Days prior to the date it is to be delivered.  The Final Determination shall include a
certification that it reached such determination in accordance with this
Section 2.4 and the amount of Premium determined shall be final and
binding upon ITI and SBS; provided that, to the extent that any amount of
Premium in the Final Determination is (x) greater than the greatest amount
initially claimed by either SBS or ITI under this Section 2.4 the final
amount shall be equal to the greater of the two amounts initially claimed by
SBS and ITI or (y) lower than the lowest amount initially claimed by either SBS
or ITI under this Section 2.4, the final amount shall be equal to the
lower of the two amounts initially claimed by SBS and ITI.  The foregoing notwithstanding and for the
avoidance of doubt, in no event can the amount of the Premium as finally
determined through the Independent Expert be in excess of U.S. $25,000,000.  The fees and disbursements of the
Independent Expert shall be equally allocated between ITI and SBS, unless the
calculation of the Premium pursuant to the Final Determination is (i) at least
U.S. $1,000,000 greater than the calculation of the Premium pursuant to the TVN
Valuation Statement, in which case, ITI shall pay such fees and disbursements,
or (ii) at least U.S. $1,000,000 less than the calculation of the Premium
pursuant to the TVN Valuation Statement, in which case, SBS shall pay such fees
and disbursements.  ITI and SBS shall
make readily available to the Independent Expert all relevant books and records
within their respective control (including without limitation as they relate to
any of their respective Subsidiaries or TVN) relating to calculation of the
amount of Premium and all other items reasonably requested by the Independent
Expert related to the foregoing items.


 


(i)                                     Except
as expressly provided in Section 2.4(h) above, each Party shall pay all
costs and expenses (including any costs or expenses of legal or accounting
advisors) it incurs pursuant to this Section 2.4.


 


8

















 


Section 2.5                                      Termination
of the Call Option Agreement.  Each
Party hereby agrees that effective the day hereof, the Call Option Agreement is
hereby terminated and shall be of no further force or effect, and,
notwithstanding anything to the contrary in the Call Option Agreement, any
liabilities or obligations outstanding prior to the date hereof under or
arising out of the Call Option Agreement shall be deemed to be fully
extinguished and any amounts owing from one Party to any other Party on or
prior to the date hereof under or arising out of the Call Option Agreement
shall be deemed to have been fully satisfied. 
Each Party to the Call Option Agreement hereby
irrevocably and unconditionally waives any and all rights of such Party under
or arising out of the Call Option Agreement.


 


Section 2.6                                      Guarantee
of Performance by Respective Subsidiaries. 
Each of ITI and SBS agrees to cause its respective Subsidiaries, as the
case may be, subject to the terms and conditions set forth in this Agreement
and the Termination Agreement, to perform all of their respective obligations
under this Agreement and the Termination Agreement, and guarantees to the other
Party the performance by such entities of all such obligations.


 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES


 


Section 3.1                                      Representations
and Warranties of SBS.  SBS hereby
makes the following representations and warranties to ITI as of the date hereof
and as of the Closing Date; provided, however, that any representations and
warranties made as of a specific date shall only be made as of such date:


 


(a)                                  Organization,
Good Standing and Qualification. 
Each of the SBS Parties (including, without limitation, SBS Nederland
and Strateurop) is a corporation duly organized, validly existing and in good
standing  (if applicable) under the laws
of its respective jurisdiction of organization and has all requisite corporate
or similar power and authority to own and operate its properties and assets and
to carry on its business as presently conducted and is qualified to do business
and is in good standing as a foreign corporation in each jurisdiction where the
ownership or operation of its assets or properties or conduct of its business
requires such qualification, except where the failure to be so organized,
qualified or in good standing, or to have such power or authority when taken
together with all other such failures, could not reasonably be expected to have
a Material Adverse Effect or to prevent, materially delay or materially impair
the ability of any of the SBS Parties to consummate the transactions
contemplated by this Agreement and the Termination Agreement.


 


(b)                                 Strateurop
and the SBS TVN Shares.  Strateurop
is a wholly-owned direct Subsidiary of SBS Nederland.  SBS Nederland is a wholly-owned direct Subsidiary of SBS.  As of the date of this Agreement, Strateurop
is the legal and beneficial owner of the SBS TVN Shares, each of which is owned
by Strateurop free and clear of any lien, pledge, security interest, claim or
other encumbrance (other than any such encumbrance arising as a result of
events or circumstances occurring prior to the acquisition by SBS of


 


9

















 


the Strateurop Shares and the indirect acquisition of the SBS TVN
Shares pursuant to the Prior Transaction). 
Since the date of the acquisition of the Strateurop Shares by SBS, the
only activity or business conducted by Strateurop has been (i) to hold the SBS
TVN Shares and (ii) to perform its obligations under the Investment Agreement
and the Relationship Agreement and to exercise its rights thereunder.  The authorized share capital of Strateurop
consists of 90,760 shares, of which 18,152 Strateurop Shares have been issued
and are outstanding.  All of the
outstanding Strateurop Shares have been duly authorized and are validly issued,
fully paid and nonassessable.  Except as
set forth in this Agreement, the Investment Agreement, the Relationship
Agreement and the Call Option Agreement, there are no preemptive or other
outstanding rights, options, warrants, conversion rights, stock appreciation
rights, redemption rights, repurchase rights, agreements, arrangements, calls,
commitments or rights of any kind that obligate SBS or any of its Subsidiaries
to issue, deliver or sell any Strateurop Shares or SBS TVN Shares or any
securities or obligations convertible or exchangeable into or exercisable for,
or giving any Person a right to subscribe for, demand delivery of or acquire,
any Strateurop Shares or SBS TVN Shares, and no securities or obligations
evidencing such rights are authorized, issued or outstanding.  Strateurop does not have outstanding any
bonds, debentures, notes or other obligations the holders of which have the
right to vote (or convertible into or exercisable for securities having the
right to vote) with its shareholders on any matter.  SBS Nederland is the legal and beneficial owner of all
outstanding Strateurop Shares, free and clear of any lien, pledge, security
interest, claims or other encumbrance. 
SBS Nederland is not a party to any other agreement, and no such option,
right or agreement exists, except as provided in the Call Option Agreement,
that requires, or that may require upon the passage of time, the payment of
money or the occurrence of any other event, SBS Nederland to transfer any of
the Strateurop Shares, or Strateurop to transfer any of the SBS TVN Shares held
by it, to anyone other than the ITI Parties. 
Except as provided in the Call Option Agreement, Strateurop has no
liabilities or obligations of any kind except (x) for those obligations set
forth herein or in the Termination Agreement and (y) for taxes or liabilities
arising in respect of taxes of Strateurop, which taxes and liabilities are
allocated between the Parties in accordance with Section 4.7 of this
Agreement.  The balance sheet of
Strateurop as of June 30, 2003 provided by SBS to ITI and attached as
Exhibit 13 hereto fairly presents the financial position of Strateurop as of
June 30, 2003 in accordance with IAS. There shall be no material adverse
change in the financial position of Strateurop at the Closing Date as compared
to the balance sheet as of June 30, 2003. As of the Closing Date, Strateurop
shall have no liabilities or obligations of any kind towards the SBS Group and
shall have no net liabilities (excluding for the purposes of the calculation of
net liabilities the value of the SBS TVN Shares).  Strateurop (i) has prepared in good faith and duly and timely
filed (taking into account any extension of time within which to file) all Tax
Returns required to be filed and all such filed Tax Returns are complete and
accurate in all material respects, (ii) has paid or made appropriate provisions
for payment of all Taxes that are required to be paid or which Strateurop is
obligated to withhold from amounts owing to any employee, creditor or third
party, except with respect to matters contested in good faith and (iii) has not
waived any statute of limitations with respect to Taxes or agreed to any
extensions of time with respect to a Tax assessment or deficiency. As of the


 


10

















 


date hereof, there are not pending or threatened in writing any audits,
examinations, investigations or other proceedings in respect of Taxes or Tax
matters relating to Strateurop.  There
are not unresolved questions or claims concerning Strateurop’s Tax liability
that could reasonably be expected to have a Material Adverse Effect.  SBS has made available to ITI true and
correct copies of the Tax Returns filed by Strateurop for each of the fiscal
years ended December 31, 2000, 2001 and 2002.


 


(c)                                  Corporate
Authority.  Each of the SBS Parties
who is a party to such agreements has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute,
deliver and perform its obligations under this Agreement and the Termination
Agreement, and each of the SBS Parties has all requisite corporate power and
authority and has taken all corporate action necessary to consummate the
transactions contemplated hereby and thereby, each of which shall be obtained
prior to the Approval Date except for the delivery of the fairness opinion as
set forth in Section 5.1(h).  This
Agreement is, and the Termination Agreement, when executed and delivered by the
applicable SBS Parties pursuant to Section 5.2(f) and made effective
according to the terms thereof, shall be, the valid and binding agreement of
the applicable SBS Party enforceable against such SBS Party in accordance with
its respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors’ rights and to general equity principles.


 


(d)                                 No
Violations.  The execution,
delivery and performance of this Agreement and the Termination Agreement by the
applicable SBS Parties does not, and the consummation by each of the SBS
Parties of the transactions contemplated hereby and thereby shall not,
constitute or result in (i) a breach or violation of, or a default under,
the articles of association or any other organizational documents of any member
of the SBS Group, (ii) a breach or violation of, a default under or the
acceleration of any obligations or the creation of a lien, pledge, security
interest or other encumbrance on the assets of any member of the SBS Group
(with or without notice, lapse of time or both) pursuant to, any Contract
binding upon any member of the SBS Group, any Law, or any other governmental or
non-governmental permit or license to which any member of the SBS Group is
subject, or (iii) any change in the rights or obligations of any party
under any Contract binding upon any member of the SBS Group, except, in the
case of clause (ii) or (iii) above, for any breach, violation, default,
acceleration, creation or change that, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect or to prevent,
materially delay or materially impair the ability of any of the SBS Parties to
consummate the transactions contemplated by this Agreement or the Termination
Agreement.


 


(e)                                  Brokers
and Finders.  None of SBS, its
Subsidiaries or its Affiliates nor any of their respective officers, directors
or employees, has employed any broker or finder or incurred any liability for
any brokerage fees, commissions or finders, fees in connection with the
transactions contemplated in this Agreement and the Termination Agreement except
for Morgan Stanley, whose fees shall be paid by SBS.


 


11

















 


(f)                                    No
Other Representations or Warranties.  Except for the representations and
warranties contained in this Section 3.1, neither SBS nor any other Person
makes any other express or implied representation or warranty on behalf of the
SBS Group.


 


Section 3.2                                      Representations
and Warranties of ITI.  ITI and,
limited to Section 3.2(c), (d) and (e) hereunder, TVN hereby make the
following representations and warranties to SBS as of the date hereof and as of
the Closing Date; provided, however, that any representations and warranties
made as of a specific date shall only be made as of such date:


 


(a)                                  Organization,
Good Standing and Qualification. 
Each of the ITI Parties is a corporation duly organized and validly
existing and, if applicable, in good standing under the law of its respective
jurisdiction and has all requisite corporate or similar power and authority to
own and operate its properties and assets and to carry on its business as
presently conducted and is qualified to do business and is in good standing as
a foreign corporation in each jurisdiction where the ownership or operation of
its assets or properties or conduct of its business requires such
qualification, except where the failure to be so organized, qualified or in
such good standing, or to have such power or authority when taken together with
all other such failures, could not reasonably be expected to have a Material
Adverse Effect or to prevent, materially delay or materially impair the ability
of any of the ITI Parties to consummate the transactions contemplated by this
Agreement and the Termination Agreement.


 


(b)                                 Corporate
Authority.  Each of the ITI Parties
who is a party to such agreements has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute,
deliver and perform its obligations under this Agreement and the Termination
Agreement and to consummate the transactions contemplated hereby and thereby,
except for (i) the approval of the shareholders’ meeting of TVN and the TVN
Supervisory Board subject to SBS’s consent rights and (ii) other approvals
needed from SBS under the Investment Agreement or TVN’s articles of association
in connection with the HYB Offering or any Alternative Financing involving TVN
which shall be obtained prior to the HYB Closing Date or the closing date of
the Alternative Financing, as the case may be. 
This Agreement is, and the Termination Agreement, when executed and
delivered by the applicable ITI Parties pursuant to Section 5.1(f) and
made effective according to the terms thereof, shall be, the valid and binding
agreement of the applicable ITI Party enforceable against such ITI Party in
accordance with its respective terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles.


 


(c)                                  No
Violations.  The execution, delivery
and performance of this Agreement and the Termination Agreement, and the
consummation of the HYB Offering and the On-Funding Arrangements, by the
applicable ITI Parties does not, and the consummation by the ITI Parties of the
transactions contemplated hereby and thereby shall not, constitute or result in
(i) a breach or violation of, or a default under the articles of
association or any other organizational documents of any member of the ITI
Group or


 


12

















 


TVN, (ii) a breach or violation of, a default under or the
acceleration of any obligations or the creation of a lien, pledge, security
interest or other encumbrance on the assets of any member of the ITI Group or
TVN (with or without notice, lapse of time or both) pursuant to any Contracts
binding upon any member of the ITI Group or TVN, any Law, or any other
governmental or non-governmental permit or license to which any member of the
ITI Group or TVN is subject, or (iii) any change in the rights or obligations
of any party under any of the Contracts binding upon any member of the ITI
Group or TVN (except for the waivers and consents under applicable Contracts
which should be obtained by TVN in connection with the HYB Offering or any
Alternative Financing involving TVN), except, in the case of clause
(ii) or (iii) above, for breach, violation, default, acceleration,
creation or change that, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect or to prevent, materially delay
or materially impair the ability of any of the ITI Parties to consummate the
transactions contemplated by this Agreement and the Termination Agreement.


 


(d)                                 HYB
Offering Memorandum.  The HYB
Offering Memorandum shall not as of its date and as of the HYB Closing Date,
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances in which they were made, not misleading.


 


(e)                                  TVN
Financial Statements.  Each of the
consolidated balance sheets of TVN and its Subsidiaries included in or
incorporated by reference into the HYB Offering Memorandum (including the
related notes and schedules) fairly presents the consolidated financial
position of TVN and its Subsidiaries as of December 31, 2002 and
June 30, 2003, respectively, and each of the consolidated statements of
income and of changes in financial position of TVN and its Subsidiaries
included in or incorporated by reference into the HYB Offering Memorandum
(including any related notes and schedules) fairly presents the results of
operations, retained earnings and changes in financial position, as the case
may be, of TVN and its Subsidiaries for the periods set forth therein (subject,
in the case of unaudited statements, to notes and normal year-end audit
adjustments that shall not be material in amount or effect), in each case in
accordance with IAS consistently applied during the periods involved, except as
may be noted therein.  Except as
disclosed in the HYB Offering Memorandum, since June 30, 2003 there has
not been any change in the financial condition, properties, prospects, business
or results of operations of TVN and its Subsidiaries or any development or
combination of developments of which management of TVN has knowledge that,
individually or in the aggregate, has had or could reasonably be expected to
result in a Material Adverse Effect on TVN. 
ITI agrees that in the year 2004 it shall not cause TVN to pay any
dividends or make other distributions to its shareholders relating to the
earnings of TVN and its Subsidiaries for the year 2003.


 


(f)                                    Investment.  The ITI Group is not acquiring the SBS TVN
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the U.S. Securities Act of 1933, as amended.


 


13

















 


(g)                                 No
Other Representations or Warranties.  Except for the representations and
warranties contained in this Section 3.2, neither ITI nor any other Person
makes any other express or implied representation or warranty on behalf of the
ITI Group.  Failing completion of the
HYB Offering and in the event that ITI shall enter into any Alternative
Financing involving TVN or any of its Subsidiaries, ITI shall make to SBS the
representations and warranties set forth in Section 3.2(a), (b) and (c)
hereunder in respect of such Alternative Financing and, if any offering
document is used in connection with such Alternative Financing, the
representations and warranties set forth in Section 3.2(d) and (e)
hereunder in respect thereof.


 


ARTICLE IV


 


COVENANTS


 


Section 4.1                                      Non
Compete.  SBS undertakes, whether directly or
indirectly, or as a directly or indirectly controlling shareholder (for example,
by having a right of veto), partner, agent, manager or otherwise that for a
period of one year from the Closing Date it will not (and its Affiliates will
not) own, operate, participate or engage in or provide services to
(collectively, “engage in”) any business that competes with the business of TVN
in Poland or engage in any activity specifically directed at the Polish market
which is contemplated in TVN’s latest annual fiscal year budget attached as
Exhibit 11 hereto (including, without prejudice to the generality of the
foregoing the business of TVN 24 or any other thematic subscription channel) or
any Polish Internet Activities, without the prior written consent of ITI;
provided that the existence of the relationships, or the engagement in any transaction
or activities related thereto, including the possible acquisition by SBS,
directly or indirectly, of shares in Thema Film Sp. z oo., in accordance with
Section 6 of the Agreement, dated August 26, 2003, among ITI, SBS and
TVN, including with respect to certain loans extended by SBS to Polskie Media
S.A., shall in no event be deemed to constitute a breach or violation of this
Section 4.1 (provided always that any proceeds from the repayment of such
loans shall not be applied in a manner competitive to TVN as set out above);
and provided also that the acquisition by SBS of any securities pursuant to
Section 2.4 hereunder shall in no event be deemed to constitute a
violation of this Section 4.1; and provided further for the avoidance of doubt,
that this Section 4.1 shall not apply to any shareholder of SBS.


 


Section 4.2                                      Standstill.  During the period of one year following the
Closing Date (the “Standstill Period”), the Parties agree that neither
ITI nor SBS shall: (i) obtain direct or indirect beneficial ownership, or cause
or permit any agent to obtain beneficial ownership on its behalf, of any Common
Shares or any other Voting Securities of the other Party, or any securities
convertible into or exchangeable for Common Shares or such Voting Securities of
the other Party; or (ii) take any action intended to result in the direct or
indirect beneficial ownership by it, or by any agent on its behalf, of any
Common Shares or other Voting Securities of the other Party, or any securities
convertible into or exchangeable for Common Shares or such Voting Securities of
the other Party (provided always that this Section 4.2 shall not operate
to prevent either Party or its Subsidiaries (as appropriate) from exercising
any right of pre-emption relating


 


14

















 


to Common
Shares or other Voting Securities of the other Party which are held on the
Closing Date, and each Party acknowledges that the other Party may be holding
Common Shares in its outstanding share capital prior to the Closing Date).


 


The provisions set forth in this Section 4.2 shall terminate
immediately with respect to a Party (the “Released Party”) if (i) a
tender or exchange offer is made by any Person or Group (as defined below) to
acquire Common Shares or other Voting Securities of the other Party (the “Subject
Party”) that, if added to the Voting Securities of such Subject Party (if
any) already owned by such Person or Group, would represent more than 50% of
the total combined voting power of all Voting Securities of the Subject Party
then outstanding (exclusive of treasury Voting Securities held by such Party)
(the “Threshold Amount”); or (ii) if the Subject Party, directly or
indirectly, encourages, solicits, initiates or participates in any way in
discussions or negotiations with, or provides any information to, or otherwise
takes any action to assist or facilitate any Person or group concerning any
Acquisition Proposal (as defined below) or the possible making of an
Acquisition Proposal. provided that the Released Party did not
participate in, facilitate, propose, initiate, encourage or act in concert with
such tender or exchange offer or acquisition in any way.  As used herein, the term “Group”
shall mean a group of persons formed for the purpose of acquiring, holding,
voting or disposing of Voting Securities and/or Acquisition Rights of either
Party.  For the purposes of this Section 4.2, “Acquisition
Proposal” means any offer or proposal made by a Person or group, at any
time which is structured to permit such Person or group to acquire beneficial
ownership of 50% of the consolidated assets of, or at least the Threshold
Amount in the Subject Party pursuant to any transaction or series of related
transactions.


 


Section 4.3                                      Cooperation.


 


(a)                                  Best
Efforts Obligation to Consummate the Transactions.  ITI and SBS shall cooperate with each other
and use (and shall cause their respective Subsidiaries to use) their respective
best efforts to fulfill the conditions precedent to the obligations of each of
the Parties hereunder and to take or cause to be taken all actions, and do or
cause to be done all things, necessary, proper or advisable on their respective
parts under this Agreement and applicable Laws to consummate the transactions
contemplated by this Agreement as soon as practicable and concurrently with the
closing of the HYB Offering, including preparing and filing as promptly as
practicable all documentation to effect all necessary notices, reports and
other filings and to obtain as promptly as practicable all consents,
registrations, approvals, permits and authorizations necessary or advisable to
be obtained from any third party and/or any Governmental Entity in order to
consummate the transactions contemplated by this Agreement, and neither ITI nor
SBS shall take any action, or permit any of their respective Subsidiaries to
take any action, that is inconsistent with their respective obligations
hereunder or under the obligations set forth in the Termination Agreement.


 


(b)                                 Further
Assurances.  At any time after
the Closing Date, ITI and SBS shall, and shall cause their respective
Subsidiaries to, promptly execute, acknowledge and deliver any other assurances
or documents reasonably requested by ITI or SBS, or their


 


15

















 


respective Subsidiaries, as the case may be, and necessary for ITI or
SBS, as the case may be, to satisfy their respective obligations hereunder or
obtain the benefits expressly contemplated hereby.


 


(c)                                  Right
of SBS to Prior Review of Disclosures to Third Parties;
Obligation of ITI to Keep SBS Apprised of Certain Matters.  Subject to Section 4.5 below and
applicable Laws relating to the exchange of information, SBS shall have the
right to review in advance, and ITI shall consult SBS on, all the information,
and only such information, relating to the transactions contemplated by this
Agreement and the Termination Agreement, that appears in any filing made with,
or written materials submitted to, any third party and/or any Governmental
Entity in connection with the transactions contemplated by this Agreement or
the Termination Agreement including any Alternative Financing involving
TVN.  In exercising the foregoing right,
SBS shall act reasonably and as promptly as practicable.  ITI shall keep SBS apprised of the status of
matters relating to completion of the transactions contemplated hereby,
including promptly furnishing SBS with copies of notices or other
communications received by any members of the ITI Group or TVN, as the case may
be, from any third party and/or any Governmental Entity with respect to the
transactions contemplated by this Agreement or the Termination Agreement
including any Alternative Financing that involves TVN or any of its
Subsidiaries.  ITI shall provide to SBS
copies of all financial projections, presentations and other materials provided
by ITI, TVN or any TVN Subsidiary to the underwriters, rating agencies or
investors in connection with any Alternative Financing involving TVN.


 


Section 4.4                                      Fees
and Expenses.


 


(a)                                  Transactions
Consummated.  In the event
that the Closing occurs prior to the Final Termination Date and except as may
otherwise be specifically provided in this Agreement, each Party shall pay the
fees and expenses of its counsel, accountants, investment bankers, brokers,
finders and other advisors and all other expenses incurred by such Party
incident to the negotiation, preparation, execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby.


 


(b)                                 Transactions Not
Consummated.  In the event
that Closing does not occur prior to the Final Termination Date or this
Agreement is terminated pursuant to Section 7.1(a)(i), (iii), (iv) or (v)
hereof, ITI shall reimburse (i) SBS for the fees and expenses of its legal counsel
and all other expenses incurred by SBS incident to the negotiation,
preparation, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby (up to a maximum amount of
U.S.$750,000) and (ii) TVN for the fees and expenses of its legal counsel,
accountants, investment bankers, brokers, finders and other advisors and all
other expenses and costs incurred by TVN incident to the preparation and
execution of the HYB Offering or the Alternative Financing and the On-Funding
Arrangements; provided that, in each case set forth in clauses (b)(i) and (ii),
ITI shall not be liable for any such fees and expenses to the


 


16

















 


extent that the transactions contemplated by this Agreement and the
Termination Agreement are not consummated as a result of a material breach of
this Agreement by SBS.  The Parties
acknowledge that TVN is an intended third party beneficiary in respect of this
Section 4.4(b)(ii).


 


Section 4.5                                      Publicity.


 


(a)                                  General
Obligation to Keep Certain Information Confidential.  The Parties agree that this Agreement, the
transactions contemplated hereby and their discussions pursuant herewith are to
be held in confidence and neither Party shall disclose such confidential
information other than (i) to the extent made public prior to the date hereof
or made public consistent with the terms hereof, (ii) to each Party’s
outside legal, accounting and financial advisors who have undertaken to keep
such information confidential, (iii) as mutually agreed by the Parties or
(iv) where required by applicable Law or stock exchange rules or
regulations.


 


(b)                                 Press
Release and other Public Statements; Disclosures to Certain Third-Parties.  Except as required by applicable Law or
stock exchange rules or regulations, the Parties further agree not to issue any
press release, hold any press conference, make any public announcement or
submit (confidentially or otherwise) any disclosure document to, any
governmental authority or stock exchange, related to this Agreement or the
transactions contemplated hereby, unless and until such press release, press
conference or other public announcement is approved in advance by both Parties
(which approval shall not be unreasonably withheld or delayed).


 


Section 4.6                                      Delivery
by ITI of Certain Documents; Retention of Books and Records.


 


(a)                                  Obligation
of ITI to Deliver Certain Documents. 
ITI agrees promptly to deliver to SBS and its employees, advisors and
representatives, at their reasonable request, all documents reasonably
necessary in order for Morgan Stanley or another investment banking firm of
international standing selected by SBS to deliver the Fairness Opinions.


 


(b)                                 Retention
of Books and Records.  After the
relevant date of transfer of the Strateurop Shares to ITI, ITI shall cause
Strateurop to retain, for a period of two years (or, if longer, such other
period as may be required by applicable Law), all books, records and other
documents pertaining to Strateurop in existence on such date that are required
to be retained under applicable Law and to make the same available after such
date for inspection and copying by SBS or its employees, representatives or
agents, during regular business hours and upon reasonable request and upon reasonable
advance notice.


 


Section 4.7                                      Taxes.


 


(a)                                  Taxes
of Strateurop Payable Prior to the Closing Date.  Subject to clause (b) below, any Taxes or liabilities payable in
respect of the activities of Strateurop in the


 


17

















 


period between July 26, 2000 and the Closing Date shall be for the
account of and payable by SBS and its Subsidiaries.


 


(b)                                 Taxes
Arising in Connection with the Transfer of the Strateurop Shares.


 


(i)                                     ITI
shall be solely responsible for:


 


(1)                                  any
Taxes or liabilities payable as a result of the delivery of the ITI
Consideration to SBS or the purchase of the Strateurop Shares (or the indirect
purchase of the SBS TVN Shares) (subject always to the operation of
Section 4.7(b)(ii) below), and


 


(2)                                  any
stamp, registration, transfer or similar Taxes on the sale and transfer to ITI
of the Strateurop Shares (or the indirect purchase of the SBS TVN Shares)
(subject always to the operation of Section 4.7(b)(ii) below).


 


(ii)                                  SBS
shall be solely responsible for any income or capital gain Taxes levied for the
account of any member of the SBS Group or liabilities arising in respect of
such income or capital gain taxes payable as the result of the receipt of the
ITI Consideration, the sale and transfer of the Strateurop Shares (or the
indirect sale of the SBS TVN Shares). 
(For the avoidance of doubt, for the purpose of this
Section 4.7(b)(ii), Strateurop is excepted from the SBS Group.)


 


(c)                                  Taxes
of Strateurop Arising After the Closing Date.


 


(i)                                     (A) The
ITI Group shall be solely responsible for any Taxes of Strateurop payable in
respect of the activities or transactions of Strateurop prior to July 26,
2000 or activities after the Closing Date, the Taxes payable in connection with
the HYB Offering, any Alternative Financing and the On-Funding Arrangements and
(B) after the Closing Date ITI shall file or cause to be filed when due
all Tax Returns that are required to be filed by or with respect to Strateurop
for taxable years or periods ending after the Closing Date and shall remit any
Taxes due in respect of such Tax Returns. 
SBS shall pay to ITI the Taxes for which SBS is liable pursuant to
clause (A) or (B) above but which are payable with Tax Returns to be filed by any
member of the ITI Group pursuant to the previous sentence within 10 days prior
to the due date for the filing of such Tax Returns.


 


(ii)                                  ITI
shall promptly notify SBS in writing upon receipt by ITI, any of its
Subsidiaries or Strateurop of notice of any pending or threatened federal,
state, provincial, local or foreign, income or franchise tax audits or
assessments which may materially affect the tax liabilities of Strateurop for
which SBS would be required to indemnify ITI pursuant to Article VI.  To the extent permitted by applicable Law,
SBS shall have the sole right to represent Strateurop’s interests in any tax
audit or administrative or court proceeding relating to taxable periods ending
on or before the Closing Date, and to employ counsel of its choice at its
expense.  Notwithstanding the foregoing,
SBS shall not be entitled to settle, either administratively or after the
commencement of litigation, any claim for Taxes which would adversely affect
the


 


18

















 


liability for Taxes of ITI or Strateurop for any period after the
Closing Date to any extent (including, but not limited to, the imposition of
income tax deficiencies, the reduction of asset basis or cost adjustments, the
lengthening of any amortization or depreciation periods, the denial of
amortization or depreciation deductions, or the reduction of loss or credit
carryforwards) without the prior written consent of ITI.  Such consent shall not be unreasonably
withheld, and shall not be necessary to the extent that SBS has indemnified ITI
against the effects of any such settlement.


 


(iii)                               SBS
shall be entitled to participate at its expense in the defense of any claim for
Taxes for a year or period ending after the Closing Date which may be the
subject of indemnification by SBS pursuant to Article VI and, with the
written consent of ITI, and at SBS’s sole expense, and to the extent permitted
by law, may assume the entire defense of such tax claim.  Neither ITI nor any of its Subsidiaries may
agree to settle any tax claim for the portion of the year or period ending on
the Closing Date which may be the subject of indemnification by SBS pursuant to
Article VI without the prior written consent of SBS, which consent shall
not be unreasonably withheld or delayed.


 


(iv)                              After
the Closing Date, each of SBS and ITI shall:


 


(1)                                  assist
(and cause their respective Subsidiaries to assist) the other Party in
preparing any Tax Returns or reports which such other Party is responsible for
preparing and filing in accordance with this Section 4.7(c);


 


(2)                                  cooperate
fully in preparing for any audits of, or disputes with taxing authorities
regarding, any Tax Returns of Strateurop;


 


(3)                                  make
available to the other and to any taxing authority as reasonably requested all
information, records, and documents relating to Taxes of Strateurop;


 


(4)                                  provide
timely notice to the other in writing of any pending or threatened tax audits
or assessments of Strateurop for taxable periods for which the other may have a
liability under this Section 4.7(c), provided, that failure to comply with
this provision shall not affect the other Party’s rights to indemnification
hereunder; and


 


(5)                                  furnish
the other with copies of all correspondence received from any taxing authority
in connection with any tax audit or information request with respect to any
such taxable period.


 


19

















 


ARTICLE V


 


CONDITIONS


 


Section 5.1                                      Conditions
to Obligations of SBS.  The
obligations of SBS to effect the Closing are (i) subject to the satisfaction
(or waiver by SBS) prior to or at the Approval Date (or prior to the Closing
Date in the case of an Alternative Financing) of each of the conditions
precedent set forth in this Section 5.1 (except (h)(i)) and (ii) following
the Approval Date, subject only to the satisfaction (or waiver by SBS) prior to
or at the Closing Date of each of the conditions precedent set forth in clauses
(a), (b), (e), (g) and (h) of this Section 5.1:


 


(a)                                  Representations
and Warranties.  The representations
and warranties made by ITI in this Agreement shall have been true and correct
when made, and shall be true and correct on the Closing Date as though such
representations and warranties were made on and as of the Closing Date (except
that representations and warranties that are made as of a specific date need be
true only as of such date).


 


(b)                                 Compliance
with Agreements and Conditions.  The
ITI Group shall have performed and complied in all material respects with all
agreements, obligations and conditions required by this Agreement to be performed
or complied with by any member of the ITI Group at or before the Closing Date.


 


(c)                                  Certificate.  SBS shall have received a certificate
executed on behalf of ITI by Romano Fanconi, Corporate Secretary of ITI (or
such other duly authorized officer of ITI reasonably acceptable to SBS) and
dated the Approval Date, to the effect that the conditions set forth in clauses
(a) and (b) above have been satisfied with regard to the ITI Parties,
substantially in the form set forth in Exhibit 4.


 


(d)                                 Opinions.  SBS shall have received the written opinion
or opinions, dated the Closing Date, of Elvinger Hoss & Prussen (as to
matters of Luxembourg law), Heller Ehrman (as to matters of U.S. Federal law
and the laws of the State of New York) and Altheimer & Gray or another
Polish law firm satisfactory to SBS (as to matters of Polish law) in the forms
set forth in Exhibits 5, 6 and 7, respectively.


 


(e)                                  Antitrust;
Consents and Approvals.  To the
extent required by a change in law occurring after the date of this Agreement,
(i) any applicable waiting period or approval required under any relevant
competition or antitrust Laws or regulations shall have expired, been
terminated or received, as applicable, and (ii) any material consents,
approvals, licenses, authorizations, registrations, notices or other filings
(including without limitation any of the foregoing required with respect to
broadcast licenses) required to be obtained or made with or from any
Governmental Entity or third party under applicable law shall have been obtained
or made, in each case (i) or (ii) above, in connection with the execution,
delivery and performance of this Agreement the Termination Agreement and the
transactions contemplated hereby and thereby.


 


20

















 


(f)                                    Termination
Agreement.  A Termination Agreement,
substantially in the form set forth in Exhibit 2 hereto, shall have been
executed and delivered by each party thereto other than the SBS Parties.


 


(g)                                 Litigation.  No court, arbitral tribunal or other
adjudicative body or Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, judgment,
award, decree, injunction or other order (whether temporary, preliminary or
permanent) which is in effect and prohibits consummation of the transactions
contemplated by this Agreement or the Termination Agreement or imposes material
restrictions on any member of the SBS Group in connection with the consummation
of the transactions contemplated by this Agreement and the Termination
Agreement or with respect to its or their business operations, either prior or
subsequent to the Closing.


 


(h)                                 Other
Documents.  SBS shall have
received (i) the Fairness Opinions from either Morgan Stanley or an
investment banking firm of international standing selected by ITI, and
(ii) from ITI documentation evidencing the receipt by ITI and its
Subsidiaries of all approvals (corporate or other) necessary in order for ITI
and its Subsidiaries to effect the Closing.


 


(i)                                     Directors.  TVN shall have released and indemnified, to
the full extent permitted under applicable law, the members of the TVN
Supervisory Board appointed by SBS from any potential liabilities incurred in
the scope of their employment during the course of their terms and provided
reasonable evidence of such release to SBS.


 


Section 5.2                                      Conditions
to Obligations of ITI.  The
obligations of ITI under this Agreement to effect the Closing are (i) subject
to the satisfaction (or waiver by ITI) prior to or at the Approval Date (or prior
to the Closing Date in the case of an Alternative Financing) of each of the
conditions precedent set forth in this Section 5.2 and (ii) following the
Approval Date, subject to the satisfaction (or waiver by ITI) prior to or at
the Closing Date of each of the conditions precedent set forth in clauses (a),
(b), (e), (g), (h) and (j) of this Section 5.2.


 


(a)                                  Representations
and Warranties.  The representations
and warranties made by SBS in this Agreement shall have been true and correct
when made, and shall be true and correct on such date as though such
representations and warranties were made on and as of the Closing Date (except
that representations and warranties that are made as of a specific date need be
true only as of such date).


 


(b)                                 Compliance
with Agreements and Conditions.  The
SBS Group shall have performed and complied in all material respects with all
agreements, obligations and conditions required by this Agreement or the
Termination Agreement to be performed or complied with by any member of the SBS
Group at or before the Closing Date.


 


(c)                                  Certificate.  ITI shall have received a certificate
executed on behalf of SBS by Erik T. Moe, General Counsel of SBS (or such other
duly authorized officer of SBS reasonably acceptable to ITI) dated the Approval
Date, to the effect that the


 


21

















 


conditions set forth in clauses (a) and (b) above have been satisfied
with respect to the SBS Parties, substantially in the form set forth in Exhibit
7.


 


(d)                                 Opinions.  ITI shall have received the written opinion
or opinions, dated the Closing Date, of Arendt & Medernach (as to matters
of Luxembourg law) and Erik T. Moe, General Counsel of SBS (as to matters of
U.S. Federal law and the laws of the State of New York), in the forms set forth
in Exhibits 8 and 9, respectively.


 


(e)                                  Antitrust;
Consents and Approvals.  To the
extent required by a change in law occurring after the date of this Agreement,
(i) any applicable waiting period or approval required under any relevant
competition or antitrust Laws or regulations shall have expired, been
terminated or received, as applicable, and (ii) any material consents,
approvals, licenses, authorizations, registrations, notices or other filings
(including without limitation any of the foregoing required with respect to
broadcast licenses) required to be obtained or made with or from any
Governmental Entity or third party under applicable law shall have been
obtained or made, in each case (i) or (ii) above, in connection with the
execution, delivery and performance of this Agreement the Termination Agreement
and the transactions contemplated hereby and thereby.


 


(f)                                    Termination
Agreement.  A Termination Agreement,
substantially in the form set forth in Exhibit 2 hereto, shall have been
executed and delivered by each party thereto other than the ITI Parties.


 


(g)                                 Litigation.  No court, arbitral tribunal or other
adjudicative body or Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, judgment,
award, decree, injunction or other order (whether temporary, preliminary or
permanent) which is in effect and prohibits consummation of the transactions
contemplated by this Agreement and the Termination Agreement or imposes
material restrictions on any member of the ITI Group in connection with the
consummation of the transactions contemplated by this Agreement and the
Termination Agreement or with respect to its business operations, either prior
or subsequent to the Closing.


 


(h)                                 Other
Documents.  ITI shall have received
from SBS documentation evidencing the receipt by SBS and its Subsidiaries of
all approvals (corporate or other) necessary in order for SBS and its
Subsidiaries to effect the Closing.


 


(i)                                     Directors.  The three members of the TVN Supervisory
Board appointed by SBS and the Strateurop managing director appointed by SBS
shall have tendered their resignations to TVN and Strateurop, respectively,
effective the Closing Date and subject to the Closing, including releases of TVN
and Strateurop (as appropriate) from any potential claims by such resigning
persons against such companies in relation to such termination of office.


 


(j)                                     Financing.  Either the HYB Offering or the Alternative
Financing shall have been completed and ITI shall have received from SBS
confirmation that any


 


22

















 


approvals in respect thereto required from SBS pursuant to the
Investment Agreement have been given.


 


ARTICLE VI


 


INDEMNIFICATION


 


Section 6.1                                      Survival
of Representations and Warranties.


 


(a)                                  The
representations and warranties contained in this Agreement shall survive until
the second anniversary of the Closing Date.


 


(b)                                 Save
as expressly provided to the contrary, the representations and warranties contained
in this Agreement, and the rights and remedies that may be exercised by any
Person seeking indemnification hereunder, shall not be limited or otherwise
affected by or as a result of any information furnished to, or any
investigation made by, any such Person or its representatives.


 


Section 6.2                                      Indemnification.


 


(a)                                  From
and after the Closing Date and subject to Sections 6.1, 6.3 and 6.6, ITI and,
solely as it relates to Section 6.2(iii) hereunder, TVN shall defend,
indemnify and hold harmless SBS and its Affiliates and each director, officer,
member, partner, employee and agent of such Persons against any loss, damage,
claim, liability, judgment or settlement of any nature or kind, including all
costs and expenses relating thereto, including without limitation, interest,
penalties and reasonable attorneys’ fees (collectively “Damages”),
arising out of, resulting from or relating to:


 


(i)                                     the
breach of any representation or warranty contained in Section 3.2 of this
Agreement, or any certificate delivered by any of the ITI Parties pursuant
hereto;


 


(ii)                                  the
breach by ITI or any of its Subsidiaries of any covenant or agreement (whether
to be performed prior to or after Closing) contained in this Agreement or any
of the Termination Agreement, or any certificate delivered by any of the ITI
Parties pursuant hereto; and


 


(iii)                               the
HYB Offering or any Alternative Financing, and the On-Funding Arrangements
(including, without limitation, Damages arising out of, resulting from or
relating to misstatements or omissions in the HYB Offering Memorandum or any
other offering documents or materials provided to the underwriters for the HYB
Offering, rating agencies or investors or released publicly in connection with
the HYB Offering or any document used in connection with any Alternative
Financing).


 


(b)                                 From
and after the Closing Date and subject to Sections 6.1, 6.3 and 6.6, SBS shall
defend, indemnify and hold harmless ITI and its Affiliates and each director,


 


23

















 


officer, member, partner, employee and agent of such persons against
the Strateurop Immaterial Liabilities and any Damages arising out of, resulting
from or relating to:


 


(i)                                     the
breach of any representation or warranty contained in Section 3.1, or any
certificate delivered by any of the SBS Parties pursuant hereto; and


 


(ii)                                  the
breach by SBS or any of its Subsidiaries of any covenant or agreement (whether
to be performed prior to or after Closing) contained in this Agreement or any
of the Termination Agreement, or any certificate delivered by any of the SBS
Parties pursuant hereto.


 


Section 6.3                                      Indemnification
Amounts.


 


(a)                                  No
Indemnitor (as defined below) shall have liability under Section 6.2(a)(i)
or (b)(i), as the case may be, until the aggregate amount of Damages
theretofore incurred by the Indemnitee (as defined below), as the case may be,
exceeds U.S.$500,000 (the “Deductible”), in which case the Indemnitees
shall be entitled to Damages in an aggregate amount up to the ITI
Consideration; provided, however, that the Indemnitor shall be liable only for
the amount by which all Damages exceed the Deductible.


 


(b)                                 The
limitations on the indemnification obligations set forth in this
Section 6.3 shall not apply to any covenants or agreements of the Parties
in this Agreement.


 


(c)                                  Notwithstanding
anything to the contrary set forth herein, no limitation on the indemnification
obligations set forth in this Section 6.3 shall apply to any breach of a
representation or warranty made as of the date hereof if such representation or
warranty was made with knowledge by the party making such representation or
warranty that it (i) contained an untrue statement of a material fact or
(ii) omitted to state a material fact necessary to make the statements
contained therein not misleading. 
Solely for purposes of calculating the amount of Damages incurred
arising out of or relating to any breach or representation or warranty (and not
for purposes of determining whether or not a breach has occurred), the
references to “Material Adverse Effect” or other materiality qualifications (or
correlative terms), including as expressed in accounting concepts, shall be
disregarded.


 


Section 6.4                                      Indemnification
Procedures.


 


(a)                                  In
the event that any Person shall incur or suffer any Damages in respect of which
indemnification may be sought hereunder, such Person (the “Indemnitee”)
may assert a claim for indemnification by written notice (the “Notice”)
to the party from whom indemnification is being sought (the “Indemnitor”),
stating the amount of Damages, if known, and the nature and basis of such
claim.  In the case of Damages arising
or which may arise by reason of any third-party claim, promptly after receipt
by an Indemnitee of written notice of the assertion or the commencement of any
action with respect to any matter in respect of which indemnification may be
sought hereunder (but in no event more than 20 days after receipt of such
notice), the Indemnitee shall give


 


24

















 


Notice to the Indemnitor and shall thereafter keep the Indemnitor
reasonably informed with respect thereto, provided that failure of the
Indemnitee to give the Indemnitor prompt notice as provided herein shall not
relieve the Indemnitor of any of its obligations hereunder, except to the
extent that the Indemnitor is materially prejudiced by such failure.  In case any such action is brought against
any Indemnitee, the Indemnitor shall be entitled to assume the defense thereof,
by written notice of its intention to do so to the Indemnitee within 20 days
after receipt of the Notice.  If the
Indemnitor shall assume the defense of such action, it shall not settle such
action without the prior written consent of the Indemnitee, which consent shall
not be unreasonably withheld; provided that an Indemnitee shall not be required
to consent to any settlement that (i) does not include as an unconditional
term thereof the giving by the claimant or the plaintiff of an unconditional
release of the Indemnitee from all liability with respect to such action or
(ii) involves the imposition of equitable remedies or the imposition of
any material obligations on such Indemnitee other than financial obligations
for which such Indemnitee shall be indemnified hereunder.  As long as the Indemnitor is contesting any
such action in good faith and on a timely basis, the Indemnitee shall not pay
or settle any claims brought under such action.  Notwithstanding the assumption by the Indemnitor of the defense
of any action as provided in this Section 6.4, the Indemnitee shall be
permitted to participate in the defense of such action and to employ counsel at
its own expense; provided, however, that if the defendants in any action shall
include both an Indemnitor and any Indemnitee and such Indemnitee shall have
reasonably concluded that counsel selected by Indemnitor has a potential
conflict of interest because of the availability of different or additional
defenses to such Indemnitee, such Indemnitee shall have the right to select one
separate counsel to participate in the defense of such action on its behalf, at
the expense of the Indemnitor.


 


(b)                                 If
the Indemnitor shall fail to notify the Indemnitee of its desire to assume the
defense of any such action within the prescribed period of time, or shall
notify the Indemnitee that it shall not assume the defense of any such action,
then the Indemnitee may assume the defense of any such action, in which event
it may do so acting in good faith in such manner as it may deem appropriate,
and the Indemnitee shall be bound by any determination made in such action;
provided, however, that the Indemnitee shall not be permitted to settle such
action without the consent of the Indemnitor, which consent shall not be
unreasonably withheld or delayed.  The
Indemnitor shall be permitted to join in the defense of such action and to
employ counsel at its own expenses.


 


(c)                                  Amounts
payable by the Indemnitor to the Indemnitee in respect of any Damages for which
such party is entitled to indemnification hereunder shall be payable by the
Indemnitor as incurred by the Indemnitee.


 


(d)                                 In
the event of any dispute between the Parties regarding the applicability of the
indemnification provisions of this Agreement, the prevailing party shall be
entitled to recover all Damages incurred by such party arising out of,
resulting from or relating to such dispute.


 


25

















 


Section 6.5                                      Non-Exclusive
Remedy.  The indemnification
remedies provided in this Article VI shall not be deemed to be
exclusive.  Accordingly, the exercise by
any Person of any of its rights under this Article VI shall not be deemed
to be an election of remedies and shall not be deemed to prejudice, or to
constitute or operate as a waiver of, any other right or remedy that such
Person may be entitled to exercise (whether under this Agreement, under any
other Contract, under any Law or otherwise); provided, however, that no Party
shall seek other remedies in those situations where they have received full
indemnification payments with respect to such situations.


 


Section 6.6                                      Certain
Limitations.  The indemnification
obligations of the Parties hereto for any breach of a representation and
warranty described in Article III of this Agreement shall survive for only
the period applicable to such representations and warranties as set forth in
Section 6.1 of this Agreement, and thereafter all such representations and
warranties of the Parties hereto under this Agreement shall be extinguished;
provided, however, that such indemnification obligation shall not be extinguished
in the event of Damages incurred as a result of an investigation, review, suit,
claim or action that was instituted or begun prior to the expiration of the
survival period set forth in Section 6.1 if notice was sent to the
Indemnitor in the time and in the manner required by Section 6.4.  Subject to the proviso at the end of the
immediately preceding sentence, no claim for the recovery of such Damages may
be asserted by an Indemnitee after such period; provided, however, that claims
first asserted in writing and noticed with particularity as required by
Section 6.4 within such period shall not thereafter be barred.


 


ARTICLE VII


 


TERMINATION
AND WAIVER


 


Section 7.1                                      Termination.


 


(a)                                  This
Agreement may be terminated, and the transactions contemplated hereby
abandoned, at any time prior to Closing:


 


(i)                                     by
ITI or SBS in the event of a material breach or default by the other Party of
or in any representation, warranty, covenant or agreement of such other Party
contained in this Agreement which breach or default (x) would permit the
non-breaching or non-defaulting Party to elect not to consummate the
transactions contemplated by this Agreement pursuant to Section 5.1(a) or
(b) or 5.2(a) or (b) of this Agreement, and (y) either cannot by its terms
be cured or has not been cured within 30 days after written notice of such
breach or default, describing such breach or default in reasonable detail, is
given by the non-defaulting Party to the breaching or defaulting Party;


 


(ii)                                  by
ITI or SBS if the Closing shall not have occurred on or prior to (i) the later
of December 31, 2003 or (ii) if the HYB Offering shall have closed prior
to December 31, 2003, 90 days following the HYB Closing Date (the “Final
Termination Date”);


 


26

















 


(iii)                               by
ITI or SBS in the event that any Governmental Entity whose consent is necessary
for the consummation of the transactions contemplated by this Agreement shall
have issued a final, non-appealable order or taken any other final, non-appealable
action restraining, enjoining, denying approval of or otherwise prohibiting the
transactions contemplated by this Agreement or the Termination Agreement;


 


(iv)                              by
ITI or SBS if any condition precedent to such Party’s obligations to effect the
Closing has become incapable of fulfillment in any material respect on or prior
to the Final Termination Date (other than as a result of such Party’s failure
to comply with any of its obligations under this Agreement); or


 


(v)                                 by
the mutual written consent of the Parties.


 


(b)                                 Upon
termination of this Agreement pursuant to Section 7.1(a), this Agreement
shall be void and of no further force and effect (except Section 4.4,
Article VI, this Section 7.1(b), Section 8.5 and
Section 8.9) and no Party shall have any liability to any other Party
under this Agreement, except that nothing herein shall relieve any Party from
any liability for the breach of any of the representations, warranties,
covenants and agreements set forth in this Agreement except as contemplated by
Article VI.


 


ARTICLE VIII


 


MISCELLANEOUS


 


Section 8.1                                      Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect.


 


Section 8.2                                      Specific
Enforcement.  Each of ITI and SBS
acknowledge and agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. 
It is accordingly agreed that the Parties shall be entitled, to the
fullest extent permitted under applicable Law, to an injunction or injunctions
to prevent or cure breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof in any federal court of the United
States, or competent courts in Poland, Luxembourg or The Netherlands thereof
having jurisdiction, this being in addition to any other remedy to which they
may be entitled by law or equity.


 


Section 8.3                                      Entire
Agreement.  This Agreement and the
Termination Agreement contain the entire understanding of the Parties with
respect to the matters covered hereby and supercedes and replaces all prior
oral or written agreements, covering the matters contemplated in this Agreement
and the Termination Agreement.  This
Agreement shall not affect the Investment Agreement and any related agreements,
and all SBS’s rights thereunder (including, subject to Section 2.3(a)
hereunder, its approval rights thereunder in relation to the


 


27

















 


HYB Offering
or any Alternative Financing involving TVN or a Subsidiary of TVN and the
On-Funding Arrangements) remain in full force and effect until terminated by
the Termination Agreement when executed in accordance with this Agreement.


 


Section 8.4                                      Counterparts.  This Agreement may be executed by the
Parties hereto in counterparts each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


Section 8.5                                      Notices.  All notices or services of process provided
for herein shall be validly given or served, as the case may be, if in writing
and delivered personally, or by confirmed facsimile (followed promptly by an
original copy of such notice or service of process delivered by registered
mail), if to:


 


ITI:


International Trading and Investments Holdings S.A. Luxembourg


398 route d’Esch


L-1471 Luxembourg


 


Attention:  Corporate Secretary


 


Facsimile:  +352 49 48 48 2900


 


With a copy to:


ITI Services Ltd.


Beustweg 12


CH-8032 Zurich


 


Attention:  Bruno Valsangiacomo, Executive Vice-Chairman


Ray Tillet, General Counsel


 


Facsimile:  +41 1 258 88 44


 


and


 


Osborne Clarke


Hillgate House


26 Old Bailey


London EC4M 7HW


 


Attention: Brian
Rutherford


 


Facsimile: +44 20 7029 1525


 


28

















 


SBS:


SBS Broadcasting S.A.


8-10 rue Mathias Hardt


L-1717 Luxembourg


 


Attention:  Corporate Secretary


 


Facsimile:  +35 2 26 12 33 01


 


With copies to:


SBS Broadcasting S.A.


Quintet Office Park, Rietlandpark 353


1019EM Amsterdam


 


Attention:  General Counsel


 


Facsimile:  +31 20 519 1999


 


and


Sullivan & Cromwell LLP


1 New Fetter Lane


London EC4A 1AN, England


 


Attention:  William A. Plapinger


 


Facsimile:  +44 20 7959 8950


 


or to such other address or facsimile number as either Party may, from
time to time, designate in a written notice given to the other Party in a like
manner.


 


Section 8.6                                      Amendments;
Waivers.  This Agreement may be
amended only by a writing executed by each of the Parties hereto.  No waiver by either Party of any default
with respect to any provision, condition or requirement hereof shall be deemed
to be a waiver of any other provision, condition or requirement hereof; nor
shall any delay or omission of either Party to exercise any right hereunder in
any manner impair the exercise of any such right accruing to it thereafter.


 


Section 8.7                                      Headings.  The headings herein are for convenience only,
do not constitute a part of this Agreement, and shall not be deemed to limit or
affect any of the provisions hereof.


 


Section 8.8                                      Successors
and Assigns.  This Agreement shall
be binding upon and shall inure to the benefit of the Parties and their respective
successors and permitted assigns.  No
Party shall assign or transfer any of its rights or obligations hereunder
without the prior written consent of the other Party hereto.  No third party is intended to have any
rights by reason of, or to enforce, any provision of this Agreement.


 


29

















 


Section 8.9                                      Arbitration
and Governing Law.  Any dispute
arising out of or in connection with this Agreement or the Termination
Agreement, including any question regarding its existence, validity or
termination, shall be referred to and finally resolved by arbitration under the
London Court of International Arbitration Rules, which Rules are deemed to be
incorporated by reference into this clause. 
The Parties expressly reserve their rights to apply to any state court
or other judicial authority for interim or conservatory measures in accordance
with Article 25 of such Rules and subject to the terms and conditions set
forth therein.  The number of
arbitrators shall be three.  The seat,
or legal place, of arbitration shall be London, England.  The language to be used in the arbitral
proceedings shall be English.  This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


[SIGNATURE PAGE FOLLOWS]


 


30

















 


IN WITNESS WHEREOF, each of ITI, SBS and, solely for the purpose of
making the representations, warranties and agreements in Section 3.2(c),
(d) and (e) and Article VI hereunder, TVN have caused this Agreement to be
duly executed by their respective authorized directors or officers as of the
date first above written.


 


	
   

  	
  INTERNATIONAL TRADING AND

  INVESTMENTS HOLDINGS S.A.

  LUXEMBOURG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jan
  Wejchert

  	
   

  
	
   

  	
   

  	
  Name: 
  Jan Wejchert

  
	
   

  	
   

  	
  Title: 
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Bruno
  Valsangiacomo

  	
   

  
	
   

  	
   

  	
  Name: 
  Bruno Valsangiacomo

  
	
   

  	
   

  	
  Title: 
  Vice-chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SBS BROADCASTING S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Erik T.
  Moe

  	
   

  
	
   

  	
   

  	
  Name: 
  Erik T. Moe

  
	
   

  	
   

  	
  Title: 
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TVN SP Z O.O. (solely for the purposes set
  out

  above)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen
  Burgess

  	
   

  
	
   

  	
   

  	
  Name: 
  Karen Burgess

  
	
   

  	
   

  	
  Title: 
  Board Member

  



 


31

















 


Exhibit 1 to the


Share Purchase Agreement


 


DEFINITIONS


 


“Acquisition” has the meaning ascribed to it in the recitals to
the Agreement.


 


“Acquisition Proposal” has the meaning ascribed to it in
Section 4.2.


 


“Acquisition Rights” means rights to acquire beneficial
ownership of Voting Securities that are exerciseable within 60 days.


 


“Affiliate” means, with respect to any specified Person,
(x) any member of the board of directors or officer of, or any Person that
beneficially owns at least 10% of the capital stock or other equity interests
of, such specified Person, or (y) any other Person directly or indirectly
controlling, controlled by, or under common control with, such specified
Person, at any time during the period for which the determination of
affiliation is being made.  For purposes
of this Agreement, the term “control”, including the terms “controlled by” and
“under common control with”, as applied to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management of such Person, whether through ownership of voting securities or
otherwise.


 


“Agreement” means this Share Purchase Agreement, dated as of
September 12, 2003, by and between SBS, on behalf of itself and the SBS
Subsidiaries, and ITI, on behalf of itself and the ITI Subsidiaries, as it may
be amended from time to time.


 


“Alternative Financing” has the meaning ascribed to it in the
recitals to the Agreement.


 


“Approval Date” has the meaning ascribed to it in
Section 2.2(b).


 


“Business Day” means any Monday, Tuesday, Wednesday, Thursday or
Friday on which banks are open for business, are not required or permitted to
be closed and are carrying out transactions in U.S. Dollars in Poland,
Luxembourg, The Netherlands, London or The City of New York.


 


“Call Option Agreement” means the Call Option Agreement, made
and entered into as of December 23, 2002, by and between ITI and SBS.


 


“Closing” and “Closing Date” have the meanings ascribed
to them in Section 2.2(a) of the Agreement.


 


“Common Shares” means the common shares of ITI or SBS, as the
case may be.


 


1

















 


“Contract” means any written or unwritten agreement, lease,
license, instrument, contract, note, mortgage, indenture, arrangement,
understanding or other obligation.


 


“Damages” has the meaning ascribed to it in Section 6.2(a)
of the Agreement.


 


“Deductible” has the meaning ascribed to it in
Section 6.3(a) of the Agreement.


 


“Escrow Bank Account” has the meaning ascribed to it in
Section 2.3(e) of the Agreement.


 


“Escrowed HYB Proceeds” has the meaning ascribed to it in
Section 2.3(e) of the Agreement.


 


“Escrowed Property” has the meaning ascribed to it in
Section 2.3(e) of the Agreement.


 


“Fairness Opinions” means the fairness and fair value opinions
required to be obtained by SBS under the indenture in respect of the SBS Senior
Notes or under its articles of association to consummate the Transactions.


 


“Final Termination Date” has the meaning ascribed to it in
Section 7.1(a)(ii) of the Agreement.


 


“Governmental Entity” means any supranational, national,
federal, state, provincial, local or other political subdivision thereof or
entity, department, agency or instrumentality exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.


 


“HYB Closing Date” has the meaning ascribed to it in Section 2.2(a).


 


“HYB Escrow Agreement” has the meaning ascribed to it in
Section 2.3(e) of the Agreement.


 


“HYB Offering” has the meaning ascribed to it in the recitals to
the Agreement.


 


“HYB Offering Memorandum” has the meaning ascribed to it in
Section 2.3(c) of the Agreement.


 


“IAS” means international accounting standards as adopted or
promulgated by the International Accounting Standards Committee.


 


“Indemnitee” has the meaning ascribed to it in
Section 6.4(a) of the Agreement.


 


2

















 


“Indemnitor” has the meaning ascribed to it in
Section 6.4(a) of the Agreement.


 


“Investment Agreement” means the Investment Agreement, dated as
of July 26, 2000, by and between, among others, ITI and SBS, which was
entered into pursuant to the Prior Transaction.


 


“ITI” has the meaning ascribed to it in the preamble to the
Agreement.


 


“ITI Bank Account” has the meaning ascribed to it in
Section 2.3(e) of the Agreement.


 


“ITI Consideration” has the meaning ascribed to it in Section 2.1(b)
of the Agreement.


 


“ITI Group” means ITI and the ITI Subsidiaries.


 


“ITI Media” has the meaning ascribed to it in
Section 2.1(a) of the Agreement.


 


“ITI Parties” means ITI, TVN and those ITI Subsidiaries that are
or will be a party to or bound by this Agreement or the Termination Agreement.


 


“ITI Subsidiaries” means the Subsidiaries of ITI.


 


“J.P. Morgan” has the meaning ascribed to it in
Section 2.3(a).


 


“Law” means any federal, state, local or foreign law, statute,
ordinance, rule, regulation, judgment, order, injunction, decree, arbitration
award, agency requirement, license (including without limitation all
terrestrial and satellite broadcast licenses) or permit of any Governmental
Entity.


 


“Material Adverse Effect”, with respect to any Person, means a
significant and material adverse effect on the financial condition, properties,
prospects, business or results of operations of such Person and its
Subsidiaries, taken as a whole.


 


“Morgan Stanley” has the meaning ascribed to it in
Section 2.3(a) of the Agreement.


 


“Notary” means the notary appointed for the purposes of
Section 2.2(a) of this Agreement, being Ms. Cornelia Holdinga, civil-law
notary in Amsterdam, or such other Dutch civil-law notary agreed by the
Parties.


 


“Notice” has the meaning ascribed to it in Section 6.4(a)
of the Agreement.


 


“On-Funding Arrangements” has the meaning ascribed to it in the
recitals to the Agreement.


 


3

















 


“Party” has the meaning ascribed to it in the preamble to the
Agreement.


 


“Person” means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.


 


“Permitted Transfer” means any transfer to any member of the ITI
Group.


 


“Polish Internet Activities” means all Internet-related
activities in Poland that are materially related to, or connected with,
television, enhanced television, teletext or radio broadcasting services,
including, without limitation, any entertainment, news, sports or information
content, audio or video streaming, games, and classified advertising, and all
e-commerce opportunities related to any of the foregoing.


 


“Preliminary Offering Memorandum” shall have the meaning
ascribed to it in Section 2.3(b).


 


“Premium” has the meaning ascribed to it in Section 2.4(b)
of the Agreement.


 


“Prior Transaction” means the transactions entered into by the
Parties and certain of their Affiliates in connection with the Share Purchase
Agreement, dated July 21, 2000, by and between ITI, ITI Media and SBS.


 


“Relationship Agreement” means the Relationship Agreement, dated
as of July 26, 2000, by and between, among others, ITI and SBS, which was
entered into pursuant to the Prior Transaction.


 


“Released Party” has the meaning ascribed to it in
Section 4.2 of the Agreement.


 


“SBS” has the meaning ascribed to it in the preamble to the
Agreement.


 


“SBS Consideration” has the meaning ascribed to it in
Section 2.1(a) of the Agreement.


 


“SBS Group” means SBS and the SBS Subsidiaries.


 


“SBS Indenture” means the indenture, dated June 14, 2001
and amended July 13, 2001, pursuant to which the SBS Senior Notes were
issued.


 


“SBS Nederland” has the meaning ascribed to it in the recitals
to the Agreement.


 


“SBS Parties” means SBS and those SBS Subsidiaries that are or
will be a party to or bound by any of the Agreement or the Termination
Agreement.


 


4

















 


“SBS Senior Notes” means the outstanding 12% Senior Notes of SBS
due 2008, which were issued pursuant to the indenture dated as of June 14,
2001, as amended on July 13, 2001, by and between, SBS and The Bank of New
York, as trustee.


 


“SBS Subsidiaries” means the Subsidiaries of SBS.


 


“SBS TVN Interest” has the meaning ascribed to it in the
recitals to the Agreement.


 


“SBS TVN Shares” has the meaning ascribed to it in the recitals
to the Agreement.


 


“Standstill Period” has the meaning ascribed to it in
Section 4.2 of the Agreement.


 


“Strateurop” has the meaning ascribed to it in the recitals to
the Agreement.


 


“Subject Party” has the meaning ascribed to it in
Section 4.2 of the Agreement.


 


“Subsidiary” means, with respect to any Person, any other Person
of which shares of capital stock or other interests having a majority of the
general voting power in electing the board of directors (or other body
exercising similar authority) are, at the time as of which any determination is
being made, beneficially owned by the first Person and/or by one or more of its
respective Subsidiaries.


 


“Tax” (including, with correlative meaning, the terms “Taxes”,
and “Taxable”) includes all federal, state and local taxes and social
security contributions, whether direct or indirect, including but not limited
to corporate income tax, wage withholding tax, social security contributions,
value added tax, customs and excise duties, capital tax and other legal
transaction taxes, dividend withholding tax, real estate transfer taxes,
environmental taxes and duties, social security charges and retirements
contributions and local levies and taxes; together with any interest and
penalties relating thereto, which are, pursuant to any statutory provision, due
and/or payable in any jurisdiction, and together with all interest, penalties
and additions imposed with respect to such amounts and any interest in respect
of such penalties and additions.


 


“Tax Return” includes all returns and reports (including
elections, declarations, disclosures, schedules, estimates and information
returns) required to be supplied to a Tax authority relating to Taxes.


 


“Termination” has the meaning ascribed to it in the recitals to
the Agreement.


 


“Termination Agreement” means the Termination Agreement to be
executed and delivered prior to or at the Approval Date pursuant to Sections
5.1(f) and 5.2(f) of the Agreement and to become effective on the Closing Date
according to its 


 


5

















 


terms.  The Termination
Agreement shall be substantially in the form attached as Exhibit 2 to the
Agreement.


 


“3W” has the meaning ascribed to it in the recitals to the
Agreement.


 


“Threshold Amount” has the meaning ascribed to it in
Section 4.2 of the Agreement.


 


“Transactions” has the meaning ascribed to it in the recitals to
the Agreement.


 


“Transfer” has the meaning ascribed to it in Section 2.4(d).


 


“Transfer Consideration” has the meaning ascribed to it in
Section 2.4(b).


 


“TVN” has the meaning ascribed to it in the recitals to the
Agreement.


 


“TVN Base Business” has the meaning ascribed to it in
Section 2.4(e)(i).


 


“TVN Share” has the meaning ascribed to it in the recitals to
the Agreement.


 


“Voting Securities” means every share of any class of capital
stock that ordinarily has voting power for the election of directors (or
similar governing body), whether at all times or only so long as no senior
class of capital stock has such voting power by reason of the occurrence of any
contingency.


 


6

















 


Exhibit 2 to the


Share Purchase
Agreement


 


TERMINATION AGREEMENT


 


This TERMINATION AGREEMENT (the “Agreement”)
is entered into on November 7, 2003, by and between International Trading
and Investments Holdings S.A. Luxembourg, a company organized under the laws of
Luxembourg (“ITI”), SBS Broadcasting S.A., a company organized under the
laws of Luxembourg (“SBS”) and each of the other Persons listed on the
signature pages hereto (ITI, SBS and each such Person being individually
referred to as a “Party” and such Persons being collectively referred to
as the “Parties”).


 


WITNESSETH:


 


WHEREAS, ITI, ITI Media Group N.V., a company
organized under the laws of The Netherlands Antilles and a wholly owned
subsidiary of ITI (“ITI Media”), and SBS entered into a Share Purchase
Agreement, dated July 21, 2000, and as amended on July 25, 2000 (the
“Original SPA”), whereby SBS acquired an indirect 33% interest in the share
capital of TVN Sp z o.o., a corporation organized under the laws of Poland
(“TVN”);


 


WHEREAS, in connection with the Original SPA,
the Parties entered into the following agreements:


 


A.                                   an
Investment Agreement, dated as of July 26, 2000, by and among TVN, ITI,
SBS, Strateurop International B.V., a company organized under the laws of the
Netherlands (“Strateurop”), ITI TV Holdings Ltd., a company organized
under the laws of Poland (“ITI TV Holdings”) and 3W Capital Investments
S.A., a company organized under the laws of Poland (“3W”), (the “Investment
Agreement”),


 


B.                                     a
Relationship Agreement, dated as of July 26, 2000, by and among ITI, SBS,
Strateurop, ITI TV Holdings and 3W (the “Relationship Agreement”),


 


C.                                     a
Letter Agreement, dated July 26, 2000, by and among ITI, SBS, ITI Media,
JHH Exploitatie Maatschappij B.V., a company organized under the laws of the
Netherlands (“JHH”) and TVN (the “JHH Letter Agreement”),


 


D.                                    a
Letter Agreement, dated March 11, 2002, by and between ITI and SBS (the “Guarantee
Letter Agreement”),


 


E.                                      a
Letter Agreement, dated December 23, 2002, by and among ITI, SBS, ITI,
JHH, FFMP Finance Holding (“FFMP”) and TVN (the “JHH/FFMP Letter
Agreement”),


 


7

















 


F.                                      a
Bank Transfer Agreement, dated December 23, 2002, by and between Bank
Przemyslowo-Handlowy PBK S.A. (“PBK”), Kredyt Bank S.A. (“Kredyt Bank”),
TVN, ITI and SBS (the “Bank Transfer Agreement”),


 


G.                                     a
Letter Agreement, dated December 23, 2002, by and between ITI and SBS (the
“Bank Transfer Letter Agreement”),


 


H.                                    a
Letter Agreement, dated July 31, 2003, by and among JHH, FFMP, ITI and SBS
(the “Programming Library Arrangements Letter Agreement”),


 


I.                                         a
Guaranty Participation and Reimbursement Agreement, dated as of July 31,
2003, by and among ITI, SBS, JHH and FFMP (the “Guaranty Participation and
Reimbursement Agreement”),


 


J.                                        a
Programming Consulting Agreement, dated as of July 31, 2003, by and among
JHH, FFMP, ITI and SBS (the “Programming Consulting Agreement”),


 


K.                                    a
Letter Agreement Concerning Programming Library, dated July 31, 2003, by
and between ITI and SBS (the “Programming Library Letter Agreement”),
and


 


L.                                      an
Agreement, dated as of August 26, 2003, by and among ITI, SBS and TVN (the
“Omnibus Agreement”).


 


WHEREAS, ITI and SBS have signed a Share
Purchase Agreement, dated September 12, 2003 (the “New SPA”), pursuant to
which (i) the Parties intend ITI to reacquire SBS’s indirect thirty point four
three percent (30.43%) interest in TVN in exchange for the consideration set
forth therein, subject to the terms and conditions set forth in the New SPA,
and (ii) the Parties agree to enter into this Agreement prior to or at the
Approval Date (as defined in the New SPA) in order to terminate the Investment
Agreement, the Relationship Agreement, the JHH Letter Agreement, the Guarantee
Letter Agreement, the JHH/FFMP Letter Agreement, the Bank Transfer Letter
Agreement, the Programming Library Arrangements Letter Agreement, the Programming
Library Letter Agreement, and, only to the extent expressly provided herein,
the Bank Transfer Agreement, the Guaranty Participation and Reimbursement
Agreement, the Programming Consulting Agreement and the Omnibus Agreement (the
Investment Agreement, the Relationship Agreement, the JHH Letter Agreement, the
Guarantee Letter Agreement, the JHH/FFMP Letter Agreement, the Bank Transfer
Letter Agreement, the Programming Library Arrangements Letter Agreement, the
Programming Library Letter Agreement, and, only to the extent expressly
provided herein, the Bank Transfer Agreement, the Guaranty Participation and
Reimbursement Agreement, the Programming Consulting Agreement and the Omnibus
Agreement, together, the “Terminated Agreements”), subject to the terms
and conditions set forth herein; and


 


WHEREAS, the execution and delivery of this
Agreement by each of the Parties is a condition precedent to the obligations of
SBS and ITI to effect the Closing (as


 


8

















 


defined in the New SPA)
pursuant to Sections 5.1(f) and 5.2(f), respectively, of the New SPA.


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties covenant and agree as follows:


 


ARTICLE I


Representations and Warranties of the Parties


 


Section 1.                                            Each
Party hereby makes the following representations and warranties as of the date
hereof and as of the Effective Date (as defined in Article III below)to
the other Parties:


 


(a)                                  Such Party is duly
organized and validly existing under the laws of its jurisdiction of
incorporation and has all requisite power and authority and has taken all
corporate action necessary in order to execute this Agreement and perform its
obligations hereunder.


 


(b)                                 Such Party’s
execution, delivery and performance of this Agreement does not breach such
Party’s Memorandum and Articles of Association, any resolution adopted by such Party’s
board of directors or any material agreement to which such Party is a party or
by which it is bound, and does not violate any applicable law, rule, regulation
or order applicable to such Party.


 


(c)                                  This Agreement has
been duly authorized, executed and delivered and constitutes the valid, legal
and binding obligation of such Party, enforceable against such Party in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and general equity principles.


 


ARTICLE II


Termination of the Terminated Agreements


 


Section 2.1.                                   Termination
of the Investment Agreement. 
Pursuant to Article XV of the Investment Agreement, each Party to
the Investment Agreement hereby agrees that, as of the Effective Date, the
Investment Agreement shall be terminated and shall be of no further force or
effect, and, notwithstanding anything to the contrary in the Investment
Agreement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of the Investment Agreement shall be deemed to be
fully extinguished and any amounts owing from one Party to any other Party on
or prior to the Effective Date under or arising out of the Investment Agreement
shall be deemed to have been fully satisfied. As
of the Effective Date, each Party to the Investment Agreement irrevocably and
unconditionally waives any and all rights of such Party under or arising out of
the Investment Agreement.


 


9

















 


Section 2.2.                                   Termination
of the Relationship Agreement. 
Pursuant to Article XI of the Relationship Agreement, each Party to
the Relationship Agreement hereby agrees that, as of the Effective Date, the
Relationship Agreement shall be terminated and shall be of no further force or
effect, and, notwithstanding anything to the contrary in the Relationship
Agreement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of the Relationship Agreement shall be deemed to be
fully extinguished and any amounts owing from one Party to any other Party on
or prior to the Effective Date under or arising out of the Relationship
Agreement shall be deemed to have been fully satisfied. As of the Effective Date, each Party to the
Relationship Agreement irrevocably and unconditionally waives any and all
rights of such Party under or arising out of the Relationship Agreement.


 


Section 2.3.                                   Termination
of the JHH Letter Agreement.  Each
Party to the JHH Letter Agreement hereby agrees that, as of the Effective Date,
the JHH Letter Agreement shall be terminated and shall be of no further force
or effect, and, notwithstanding anything to the contrary in the JHH Letter
Agreement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of the JHH Letter Agreement shall be deemed to be
fully extinguished and any amounts owing from one Party to any other Party on
or prior to the Effective Date under or arising out of the JHH Letter Agreement
shall be deemed to have been fully satisfied. 
As of the Effective Date, each Party
to the JHH Letter Agreement irrevocably and unconditionally waives any and all
rights of such Party under or arising out of the JHH Letter Agreement.


 


Section 2.4.                                   Termination
of the Guarantee Letter Agreement. 
Each Party to the Guarantee Letter Agreement hereby agrees that, as of
the Effective Date, the Guarantee Letter Agreement is terminated and shall be
of no further force or effect, and, notwithstanding anything to the contrary in
the Guarantee Letter Agreement, any liabilities or obligations outstanding
prior to the Effective Date under or arising out of the Guarantee Letter
Agreement shall be deemed to be fully extinguished and any amounts owing from
one Party to any other Party on or prior to the Effective Date under or arising
out of the Guarantee Letter Agreement shall be deemed to have been fully
satisfied. As of the Effective Date, each
Party to the Guarantee Letter Agreement irrevocably and unconditionally waives
any and all rights of such Party under or arising out of the Guarantee Letter
Agreement.


 


Section 2.5.                                   Termination
of the JHH/FFMP Letter Agreement. 
Each Party to the JHH/FFMP Letter Agreement hereby agrees that, as of
the Effective Date, the JHH/FFMP Letter Agreement shall be terminated and shall
be of no further force or effect, and notwithstanding anything to the contrary
in the JHH/FFMP Letter Agreement, any liabilities or obligations outstanding
prior to the Effective Date under or arising out of the JHH/FFMP Letter
Agreement shall be deemed to be fully extinguished and any amounts owing from
one Party to any other Party on or prior to the Effective Date under or arising
out of the JHH/FFMP Letter Agreement shall be deemed to have been fully
satisfied.  As of the Effective Date, each Party to the JHH/FFMP Letter Agreement
irrevocably and unconditionally waives any and all rights of such Party under
or arising out of the JHH/FFMP Letter Agreement.


 


10

















 


Section 2.6.                                   Termination
of the Bank Transfer Agreement with respect to SBS.  Each Party to the Bank Transfer Agreement
hereby agrees that, as of the Effective Date, SBS shall no longer be a party to
the Bank Transfer Agreement and the Bank Transfer Agreement shall be of no
further force or effect with respect to SBS, and, notwithstanding anything to
the contrary in the Bank Transfer Agreement, any liabilities or obligations as
between SBS and the other Parties outstanding prior to the Effective Date under
or arising out of the Bank Transfer Agreement shall be deemed to be fully
extinguished and any amounts owing to or from SBS to or from any other Party on
or prior to the Effective Date under or arising out of the Bank Transfer
Agreement shall be deemed to have been fully satisfied.  PBK,
Kredyt Bank, TVN and ITI, on the one hand, and SBS, on the other hand,
irrevocably and unconditionally waive any and all rights against each other
under or arising out of the Bank Transfer Agreement.


 


Section 2.7.                                   Termination of
the Bank Transfer Letter Agreement. 
Each Party to the Bank Transfer Letter Agreement hereby agrees that, as
of the Effective Date, the Bank Transfer Letter Agreement shall be terminated
and shall be of no further force or effect, and, notwithstanding anything to
the contrary in the Bank Transfer Letter Agreement, any liabilities or
obligations outstanding prior to the Effective Date under or arising out of the
Bank Transfer Letter Agreement shall be deemed to be fully extinguished and any
amounts owing from one Party to any other Party on or prior to the Effective
Date under or arising out of the Bank Transfer Letter Agreement shall be deemed
to have been fully satisfied. As of the
Effective Date, each Party to the Bank Transfer Letter Agreement irrevocably
and unconditionally waives any and all rights of such Party under or arising
out of the Bank Transfer Letter Agreement.


 


Section 2.8.                                   Termination of
the Programming Library Arrangements Letter Agreement.  Each Party to the Programming Library
Arrangements Letter Agreement hereby agrees that, as of the Effective Date, the
Programming Library Arrangements Letter Agreement shall be terminated and shall
be of no further force or effect, and, notwithstanding anything to the contrary
in the Programming Library Arrangements Letter Agreement, any liabilities or
obligations outstanding prior to the Effective Date under or arising out of the
Programming Library Arrangements Letter Agreement shall be deemed to be fully
extinguished and any amounts owing from one Party to any other Party on or
prior to the Effective Date under or arising out of the Programming Library
Arrangements Letter Agreement shall be deemed to have been fully satisfied. As of the Effective Date, each Party to the
Programming Library Arrangements Letter Agreement irrevocably and
unconditionally waives any and all rights of such Party under or arising out of
the Programming Library Arrangements Letter Agreement.


 


Section 2.9.                                   Termination of
the Guaranty Participation and Reimbursement Agreement with respect to SBS.  (a) Pursuant to Section 6.1(a) of the
Guaranty Participation and Reimbursement Agreement, each Party to the Guaranty
Participation and Reimbursement Agreement hereby agrees that, as of the
Effective Date, SBS shall no longer be a party to the Guaranty Participation
and Reimbursement Agreement and the Guaranty Participation and Reimbursement
Agreement shall be of no further force or effect with respect to SBS, and,
notwithstanding anything to the contrary in the Guaranty Participation and
Reimbursement Agreement but subject to Sections 2.9(b) and 2.9(c)


 


11

















 


hereunder, any liabilities or
obligations as between SBS and the other Parties outstanding prior to the
Effective Date under or arising out of the Guaranty Participation and
Reimbursement Agreement shall be deemed to be fully extinguished and any
amounts owing to or from SBS to or from any other Party on or prior to the
Effective Date under or arising out of the Guaranty Participation and
Reimbursement Agreement shall be deemed to have been fully satisfied.  ITI, JHH
and FFMP, on the one hand, and SBS, on the other hand, irrevocably and
unconditionally waive any and all rights against each other under or arising
out of the Guaranty Participation and Reimbursement Agreement.


 


(b) Not later than thirty (30) days
following the Effective Date, and notwithstanding Section 2.9(a) hereunder,
ITI shall pay to SBS (i) the amount calculated pursuant to Section 2.1 of
the Guaranty Participation and Reimbursement Agreement for the period beginning
on the first day of the month immediately succeeding the last month for which a
payment was made by ITI to SBS pursuant to Section 2.1 of the Guaranty
Participation and Reimbursement Agreement and ending on the Effective Date and
(ii) any amounts which may be due and payable on the Effective Date pursuant to
Section 2.2 of the Guaranty Participation and Reimbursement Agreement.


 


(c) Not later than thirty (30)
days following the Effective Date, and notwithstanding Section 2.9(a)
hereunder, JHH and FFMP shall pay to SBS all amounts, including accrued
interest, which, upon the making of a demand by SBS pursuant to
Section 3.2 of the Guaranty Participation and Reimbursement Agreement,
would be due and payable to SBS by JHH, FFMP or any other Person within five
(5) days of the date of such demand pursuant to Sections 3.1 and 3.2 of the
Guaranty Participation and Reimbursement Agreement.


 


Section 2.10.                             Termination
of the Programming Consulting Agreement with respect to SBS.  (a) Pursuant to Section 4.1(a) of the
Programming Consulting Agreement, each Party to the Programming Consulting
Agreement hereby agrees that, as of the Effective Date, SBS shall no longer be
a party to the Programming Consulting Agreement and the Programming Consulting
Agreement shall be of no further force or effect with respect to SBS, and,
notwithstanding anything to the contrary in the Programming Consulting
Agreement but subject to Section 2.10(b) hereunder, any liabilities or
obligations as between SBS and the other Parties outstanding prior to the
Effective Date under or arising out of the Programming Consulting Agreement
shall be deemed to be fully extinguished and any amounts owing to or from SBS
to or from any other Party on or prior to the Effective Date under or arising
out of the Programming Consulting Agreement shall be deemed to have been fully
satisfied.  ITI, JHH and FFMP, on the one hand, and SBS, on the other hand,
irrevocably and unconditionally waive any and all rights against each other
under or arising out of the Programming Consulting Agreement.


 


(b) Not later than thirty (30) days
following the Effective Date, and notwithstanding Section 2.10(a)
hereunder, JHH and FFMP shall pay to SBS the amount due pursuant to
Section 2.1(a) of the Programming Consulting Agreement for the period
beginning on the first day of the month immediately succeeding the last month
for which an invoice was


 


12

















 


delivered by SBS pursuant to
Section.2.2 of the Guaranty Consulting Agreement and subsequently paid by JHH
and FFMP and ending on the Effective Date.


 


Section 2.11.                             Termination
of the Programming Library Letter Agreement.  Each Party to the Programming Library Letter Agreement hereby
agrees that, as of the Effective Date, the Programming Library Letter Agreement
shall be terminated and shall be of no further force or effect, and,
notwithstanding anything to the contrary in the Programming Library Letter
Agreement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of the Programming Library Letter Agreement shall be
deemed to be fully extinguished and any amounts owing from one Party to any
other Party on or prior to the Effective Date under or arising out of the
Programming Library Letter Agreement shall be deemed to have been fully
satisfied. As of the Effective Date, each
Party to the Programming Library Letter Agreement irrevocably and
unconditionally waives any and all rights of such Party under or arising out of
the Programming Library Letter Agreement.


 


Section 2.12.                             Partial Termination of
the Omnibus Agreement.  (a) Each
Party to the Omnibus Agreement hereby agrees that, as of the Effective Date,
Sections 1, 2, 3, 4 (subject to Section 2.12(b) hereunder) and 5 of the
Omnibus Agreement (for the purposes of this Section 2.12, the “Terminated
Provisions”) shall be terminated and shall be of no further force or
effect, and, notwithstanding anything to the contrary in the Omnibus Agreement,
any liabilities or obligations outstanding prior to the Effective Date under or
arising out of the Terminated Provisions shall be deemed to be fully
extinguished and any amounts owing from one Party to any other Party on or
prior to the Effective Date under or arising out of the Terminated Provisions
shall be deemed to have been fully satisfied. As
of the Effective Date, each Party to the Omnibus Agreement irrevocably and
unconditionally waives any and all rights of such Party under or arising out of
the Terminated Provisions.  For
the avoidance of doubt, each Party to the Omnibus Agreement affirms that
Sections 6 through 15 thereof shall remain in full force and effect on and
after the Effective Date.


 


(b)  Not later than thirty (30) days
following the Effective Date, and notwithstanding Section 2.10(a), ITI
shall cause ITI Film Studios to prepare pro-forma financial statements for the
period from January 1, 2003 to the Effective Date on the basis set forth
in Section 4 of the Omnibus Agreement and shall pay the amounts due to SBS
pursuant to such Section 4 as they relate to that period less an amount of
US$ 289.4.


 


Section 2.13.                             Termination
of any other agreements, guarantees or other arrangements arising out of the
Terminated Agreements.  Each of the
Parties to all other agreements, guarantees or other arrangements arising out
of, or entered into pursuant to any of the Terminated Agreements (together, the
“Ancillary Documents”), including, but not limited to, the Amendment to
the Framework Programming Supply and License Agreement, such amendment dated
July 26, 2000, (the “Framework Amendment”) by and among SBS, ITI,
JHH, ITI Media and TVN, and the Amendment to the Call Option Agreement, such
amendment dated July 26, 2000, (the “Call Option Amendment”), by
and among SBS, ITI, JHH, ITI Media and TVN, hereby agrees that, as of the
Effective Date, such Ancillary Documents shall be terminated and shall be of no
further force or


 


13

















 


effect, and, notwithstanding
anything to the contrary in each such agreement, guarantee or other
arrangement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of any of the Ancillary Documents shall be deemed to
be fully extinguished and any amounts owing from one Party to any other Party
on or prior to the Effective Date under or arising out of the Ancillary
Documents shall be deemed to have been fully satisfied. As of the Effective Date, each of the Parties to each
of the Ancillary Documents irrevocably and unconditionally waives any and all
rights of such Party under or arising out of such Ancillary Document.


 


ARTICLE III


Effectiveness


 


This Agreement shall become effective upon
Closing (as defined in the New SPA) and the date of such Closing shall be the “Effective
Date”.  If Closing does not occur
prior to the date of termination of the New SPA, on that same date this
Agreement shall terminate and shall have no legal force or effect.


 


ARTICLE IV


Definitions


 


Except as otherwise specifically provided,
capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Investment Agreement.


 


ARTICLE V


Amendment to TVN Articles


 


ITI shall take all necessary corporate action
for the purpose of causing TVN to amend, promptly following the Effective Date,
its articles of association to delete all references to SBS therein and
otherwise to reflect the fact that SBS is no longer a shareholder of TVN.  ITI and TVN hereby agree to release and
indemnify SBS from and for all liabilities and losses arising from SBS status
as a shareholder of TVN under the TVN articles of association, the Polish
commercial companies code or other Polish law.


 


ARTICLE VI


Miscellaneous


 


Section 6.1.                                   Arbitration.  Any dispute arising out of or in connection
with this Agreement, including any question regarding its existence, validity
or termination, shall be referred to and finally resolved by arbitration under
the London Court of International Arbitration Rules, which Rules are deemed to
be incorporated by reference into this clause. 
The Parties expressly reserve their rights to apply to any state court
or other judicial authority for interim or conservatory measures in accordance
with Article 25 of such Rules and subject to the terms and conditions set
forth therein.  The number of
arbitrators shall be three.  The seat,
or legal place, of arbitration shall be London, England.  The language to be used in the arbitral
proceedings shall be English.  This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


14

















 


Section 6.2.                                   Amendments.  This Agreement may be amended only by a
writing executed by each of the Parties hereto.


 


Section 6.3.                                   Successors
and Assigns.  This Agreement shall
be binding upon and shall inure to the benefit of each Party and to their
respective successors and assigns. No party shall assign or transfer any of its
rights or obligations hereunder without the prior written consent of the other
parties hereto.  No third party is
intended to have any rights by reason of, or to enforce, any provision of this
Agreement.


 


Section 6.4.                                   Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
taken together shall constitute one and the same agreement.


 


Section 6.5.                                   Further
Assurances.  At any time after the
date hereof, each Party hereto shall promptly execute, acknowledge and deliver
any other assurances or documents reasonably requested by any of the other
Parties and necessary for such Party to satisfy its obligations hereunder or
obtain the benefits expressly contemplated hereby.


 


Section 6.6.                                   Guarantee
of Performance by Respective Subsidiaries. 
Each of the Parties agrees to cause its Subsidiaries to perform all
their respective obligations under this Agreement, and guarantees the
performance by such entities of such obligations to the other Parties hereto.


 


Section 6.7.                                   Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and effect.


 


[SIGNATURE PAGE FOLLOWS]


 


15

















 


IN WITNESS WHEREOF, this Agreement has been
duly executed and delivered on behalf of the Parties as of the date first
written above.


 


INTERNATIONAL TRADING AND INVESTMENTS


HOLDINGS S.A. LUXEMBOURG


 


 


	
  By:

  	
  /s/ Bruno
  Valsangiacomo

  	
   

  
	
   

  	
  Name: 
  Bruno Valsangiacomo

  
	
   

  	
  Title: 
  Executive Vice Chairman

  
	
   

  	
   

  
	
  ITI MEDIA GROUP
  N.V.

  
	
  By:

  	
  /s/ Romano
  Fanconi

  	
   

  
	
   

  	
  Name: 
  Romano Fanconi

  
	
   

  	
  Title: 
  Managing Director

  
	
  By:

  	
  /s/ Bruno
  Valsangiacomo

  	
   

  
	
   

  	
  Name: 
  Bruno Valsangiacomo

  
	
   

  	
  Title: 
  Managing Director

  
	
   

  	
   

  
	
  TVN SP Z O.O.

  
	
  By:

  	
  /s/ Karen
  Burgess

  	
   

  
	
   

  	
  Name: 
  Karen Burgess

  
	
   

  	
  Title: 
  Board Member

  
	
  By:

  	
  /s/ Piotr
  Walter

  	
   

  
	
   

  	
  Name: 
  Piotr Walter

  
	
   

  	
  Title: 
  President

  
	
   

  	
   

  
	
  3W CAPITAL INVESTMENTS S.A.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Witold
  Sadohski

  	
   

  
	
   

  	
  Name: 
  Witold Sadohski

  
	
   

  	
  Title: 
  President of the Board

  



 


16

















 


	
  JHH EXPLOITATIE
  MAATSCHAPPIJ B.V.

  
	
  By:

  	
  /s/ Romano
  Fanconi

  	
   

  
	
   

  	
  Name: 
  Romano Fanconi

  
	
   

  	
  Title: 
  Attorney in fact

  
	
   

  	
   

  
	
  FFMP FINANCE HOLDING B.V.

  
	
  By:

  	
  /s/ Romano
  Fanconi

  	
   

  
	
   

  	
  Name: 
  Romano Fanconi

  
	
   

  	
  Title: 
  Attorney in fact

  
	
   

  	
   

  
	
  SBS BROADCASTING S.A.

  
	
  By:

  	
  /s/ Erik T.
  Moe

  	
   

  
	
   

  	
  Name: 
  Erik T. Moe

  
	
   

  	
  Title: 
  Senior Vice-President

  
	
   

  	
   

  
	
  STRATEUROP INTERNATIONAL B.V.

  
	
  By:

  	
  /s/ Klaus
  Frederiksen

  	
   

  
	
   

  	
  Name: 
  Klaus Frederiksen

  
	
   

  	
  Title: 
  Managing Director

  
	
   

  	
   

  
	
  ITI TV HOLDINGS LIMITED

  
	
  By:

  	
  /s/ Maciej Zak

  	
   

  
	
   

  	
  Name:  Maciej Zak

  
	
   

  	
  Title:  President of the Board

  



 


17

















 


	
  BANK PRZEMYSLOWO-HANDLOWY PBK S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
  KREDYT BANK S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


18

















 


Exhibit 3 to


Share Purchase Agreement


 


	
  PURCHASE AND TRANSFER OF SHARES

  	
   

  	
  KM/6000860/23106

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  STRATEUROP INTERNATIONAL B.V.

  	
   

  	
  02-12-2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2

  	
   

  



 


 


Today, the second of
December                                                                                                                                                     


two thousand and three, appeared before me,
                                                                                                                                


Cornelia Holdinga, civil-law notary in Amsterdam:
                                                                                                                      


Karlijn van der Meer, care of Stibbe, 1077 ZZ Amsterdam, Strawinskylaan
2001, born in Enschede on the seventeenth day of February nineteen hundred
and seventy-five,        in the present matter
acting as holder of a written power of attorney
of:        


1.            the
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) SBS Nederland B.V.,
having its seat in Amsterdam, its address 1019 EM Amsterdam, Rietlandpark 353
and filed at the Trade Register under number33268593,
                                     
(‘SBS’);


 


2.            the
company incorporated in accordance with the laws of the Netherlands Antilles ITI Media Group N.V., having its address at
Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, Netherlands Antilles,
                                              
(‘ITI’);


 


3.            the
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) Strateurop International
B.V., having its seat in Amsterdam, its address at 1019 EM
Amsterdam, filed at the Trade Register under number 33306032,
                                              (the
‘Company’).


 


(a)                                              
Powers of attorney


 


The powers of attorney are evidenced by three (3) private deeds, which will
be attached to this deed.


The appearing person declared:


 


(b)                                              
Share Purchase Agreement


 


•                 the
company incorporated in accordance with the laws of Luxembourg, SBS Broadcasting
S.A. (‘SBS SA’), and the company
incorporated in accordance with the laws of Luxembourg,


 


19

















 


International Trading and Investments
Holdings S.A. Luxembourg (‘ITI SA’) have entered into a
Share Purchase Agreement, (the ‘SPA’)
on the twelfth day of September two thousand and three;


 


•                 in
section 2.1 of the SPA, SBS SA and ITI SA agreed that SBS SA shall cause
its applicable subsidiary to transfer the Shares, as referred to hereinafter to
ITI. Furthermore SBS SA and ITI SA agreed that ITI SA shall cause its
applicable subsidiary to pay the purchase price for the Shares, as referred to
hereinafter, to SBS;


 


•                 SBS
and ITI are the applicable subsidiaries, as mentioned in section 2.1 of
the SPA;


 


•                 SBS
and ITI accept the imposed obligation and for that reason SBS and ITI herewith
enter into this present deed of purchase and transfer of shares.


 


(c)                                              
The shares


 


SBS is holder of all eighteen thousand one hundred fifty-two (18.152)
ordinary paid up shares in the capital of the Company, together constituting
the entire issued capital held by others than the Company, each with a par
value of one euro (EUR 1,—), numbered 1 to 18.152 inclusive, (the ‘Shares’).


 


(d)                                              
Preceding acquisition


 


SBS acquired the Shares by transfer as a result of sale and purchase
executed by deed on the sixth day of March two thousand and two before
J.H.M. Carlier, civil-law notary in Amsterdam.


 


This transfer is acknowledged by the Company in the deed mentioned
above.


 


(e)                                              
Purchase and transfer


 


SBS hereby sells and transfers the Shares to ITI, who hereby buys and accepts
the Shares from SBS.


 


(f)                                              
Purchase price


 


The purchase price amounts to one hundred thirty-one million five
hundred sixty-one thousand three hundred euro (EUR 131,561,300.-) (the ‘Purchase Price’).


 


SBS has received the Purchase Price by payment on a third party account
with Stibbe Derdengelden Notariaat, for which ITI is granted acquittance.


 


(g)                                              
Guarantees


 


Article 1.


 


20

















 


SBS grants the following guarantees in respect to the Shares to ITI:


a.              SBS did not grant rights to purchase or
otherwise acquire shares in the capital of the Company but to ITI;


b.             the Shares have not been encumbered with an
attachment, usufruct or pledge nor have depositary receipts for the Shares been
issued with the Company’s concurrence;


c.              no resolutions to make any distributions
out of the equity (vermogen) of the Company have been
adopted, which have not been carried out.


 


(h)                                              
Account and risk


 


Article 2.


The Shares and all rights attached thereto including any distributions
made by the Company on the Shares will from now on be for the account and risk
of ITI.


(i)                                              
Dissolution, conditions subsequent and precedent


 


Article 3.


 


SBS and ITI waive the right to request the dissolution of the agreement
concluded in the present deed.


 


SBS and ITI have not agreed on any conditions subsequent (ontbindende
voorwaarden) in respect of the transfer of Shares provided herein.


 


(j)                                              
The conditions precedent (opschortende voorwaarden) as
agreed upon in the SPA between SBS SA and ITI SA in respect of the transfer of
the Shares provided herein have been fully satisfied and/or waived on or prior
to the day and time of this deed.


 


Share Purchase Agreement


All rights and obligations of SBS and ITI arising from this deed of
purchase and transfer of shares are notwithstanding the rights and obligations
of SBS SA and ITI SA arising from the SPA.


(k)                                              
Provisions restricting free transferability


 


As SBS is holder of all issued shares held by others than the Company
in the capital of the Company, the right of first refusal as referred to in the
articles of association does not apply.


Regulation Board of the Royal Notarial Regulatory Body
(Verordening
Koninklijke Notariële Beroepsorganisatie)


ITI declares that it is aware of the fact that Cornelia Holdinga,
civil-law notary in Amsterdam, is one of the partners of the law firm of Stibbe
in Amsterdam, which acts as the external legal advisor of SBS.


With reference to the provisions of articles 19, 20, 21 and 22 of the
‘Code of Conduct (Verordening Beroeps- en Gedragsregels)’ as determined by the
Board of the Royal Notarial


 


21

















 


Regulatory Body (Koninklijke Notariële Beroepsorganisatie),
the ITI explicitly declares that it consents to the fact that SBS will be
assisted by Stibbe in all cases connected with this deed and all potential
conflicts arising therefrom.


 


(l)                                              
Acknowledgement


 


The Company declared that it acknowledges the transfer of the Shares
and that it will make the appropriate entry in the shareholders register.


This deed was executed today in Amsterdam.


The substance of this deed was stated and explained to the appearing
person.


The appearing person declared not to require a full reading of the
deed, to have taken note of the contents of this deed and to consent to it.


Subsequently, this deed was read out in a limited form, and immediately
thereafter signed by the appearing person and myself, civil-law notary.


(Signed):
K. van der Meer, C. Holdinga.


 


22

















 


PURCHASE AND TRANSFER OF SHARES


in the capital of:


Strateurop International B.V.


Dated 2 December 2003.


 


23

















 


Exhibit 4 to


Share Purchase Agreement


 


INTERNATIONAL TRADING AND INVESTMENTS HOLDINGS
S.A. LUXEMBOURG


 


Certificate


 


Romano Fanconi, Corporate Secretary of International Trading and
Investments Holdings S.A. Luxembourg, a corporation organized under the laws of
Luxembourg (“ITI”), pursuant to Section 5.1 (c) of the Share Purchase
Agreement, dated as of September 12, 2003 (the “Agreement”) by and
between ITI and SBS Broadcasting S.A., a company organized under the laws of
Luxembourg, hereby certifies that:


 


(i)                                     The
representation and warranties made by ITI in the Agreement were true and
correct when made and are true and correct on the date hereof as though made on
and as of this date (except that representations and warranties that are made
as of a specific date need be true only of such date).


 


(2)                                  ITI and its
Subsidiaries have performed and complied in all material respects with all
agreements, obligations and conditions required by the Agreement or the
Termination Agreement to be performed or complied with by ITI and/or its
Subsidiaries at or before the date hereof.


 


IN WITNESS WHEREOF, the undersigned has
hereunto signed his name.


 


	
  Date:  November 11, 2003

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Romano Fanconi

  	
   

  
	
   

  	
  Title:

  	
  Corporate Secretary of

  
	
   

  	
  International Trading and

  
	
   

  	
  Investments Holdings S.A.,

  
	
   

  	
  Luxembourg

  



 


 


24

















 


EXHIBIT 5 TO THE


SHARE PURCHASE

AGREEMENT


 


ELVINGER, HOSS & PRUSSEN


AVOCATS A LA COUR


 


	
  ANDRE ELVINGER

  	
  2, Place Winston
  Churchill

  	
  Tél. (352) 44
  66 440

  
	
  JEAN HOSS

  	
  B.P. 425

  
	
  YVES PRUSSEN

  	
  L-2014 Luxembourg

  	
  Fax (352) 44 22 55

  
	
  JACQUES ELVINGER

  
	
  MARC ELVINGER

  
	
  PHILIPPE HOSS

  
	
  MARTINE ELVINGER

  
	
  PIT RECKINGER

  
	
  MANOU HOSS

  	
  SBS BROADCASTING SA

  
	
  PATRICK REUTER

  	
  8-10 , rue Mathias Hardt

  
	
  PIERRE ELVINGER

  	
  Luxembourg

  
	
  GAST JUNCKER

  
	
  PATRICK SANTER

  
	
  JEROME WIGNY

  
	
  MYRIAM PIERRAT

  
	
  FRANZ FAYOT

  	
  cc:   ITI Holdings S.A.

  398, route d’ESch

  L-1470 Luxembourg

  
	
  TOINON HOSS

  
	
   

  
					



 


 


	
  [Draft (6) 030912]
  Agreed Form of EHP Luxemburg law opinion

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Luxembourg

  	
  2003

  
	
   

  
	
   

  	
  O/Ref.
  :

  	
   

  	
  JH/TH/

  
	
   

  	
  Re :

  	
   

  	
  Share
  Purchase Agreement between SBS Broadcasting S.A. and International Trading
  and Investments Holdings S.A. Luxembourg in relation to 100%of the shares of
  Strateurop International B.V.

  
							



 


Dear Sirs,


 


1. We refer to, and have examined, copies of the following documents:


 


(i)                                     a
[emailed/faxed executed] copy of the Share Purchase Agreement between SBS
Broadcasting S.A. (“SBS”) and International Trading and Investments
Holdings S.A. (the “Company”) [and []], relating to the sale and
purchase of shares in Strateurop International BV (the “Share Purchase
Agreement”);


 


(ii)                                  a
[emailed/faxed executed] copy of the Termination Agreement dated [] between the
Company, SBS, [and each of the Parties] listed on the signature pages thereto
(the “Termination Agreement”);


 


(iii)                               the
articles of incorporation dated 5th March 2002 of the Company;


 


25

















 


(iv)                              a
[faxed] copy of [an extract dated [] of ] a resolution of the board of
directors of the Company dated [] (the “Resolution”); and


 


(v)                                 originals
or copies certified or otherwise identified to us to our satisfaction or such
other documents and corporate and public records as we have deemed necessary or
appropriate as a basis for this opinion.


We have not examined any other documents
which may have been referred to in the Documents unless listed herein, and/or
entered into in relation to the transactions contemplated by, the Documents set
out above.


 


All documents referred to above
under (i) to (v) are referred to as the “Documents” and the Documents
referred to under (i) to (ii) are referred to as the “Transaction Documents”).


 


“Parties” shall mean all parties to any one of the Documents and
“Other Parties” means all parties to any one the Documents other than
the Company.


 


Words and expressions defined in the Documents shall, unless otherwise
defined herein, have the same meaning when used in this opinion.


 


2. We express no opinion herein
with regard to any system of law other than the laws of Luxembourg as currently
applied by the Luxembourg courts.  We
also express no opinion as to whether or not a foreign court (applying its own
conflict of law rules) will act in accordance with the parties’ agreement as to
jurisdiction and/or choice of law. We neither express nor imply any view or
opinion on and/or in respect of the laws of any jurisdiction other than
Luxembourg, and have made no investigation of any other law which may be
relevant to any of the documents submitted to us or the opinions herein
contained and the opinions expressed herein are subject to the effect of such
laws.


 


3. This opinion relates only to the laws of Luxembourg as they are in
force and are construed at the date hereof and are given on the basis that it
will be governed by, and construed in accordance with the laws of Luxembourg
and assumes:


 


(i)                                              the
genuineness of all signatures and seals on all documents (including the
Documents) submitted to us originals, the authenticity of all originals and the
completeness and conformity to the originals thereof of all documents submitted
to us as faxed or emailed or by other means copies or specimens and the
conformity of originals to the last drafts and forms reviewed by us;


 


(ii)                                           that
the Other Parties are duly incorporated or organised and validly existing under
the laws of their respective places of incorporation;


 


26

















 


(iii)                                        the
capacity, power, and legal right and authority of each of the Other Parties to
enter into, to execute and deliver and to perform their respective obligations
under the Documents;


 


(iv)                                       the
due execution and delivery by each of the Other Parties of the Documents by a
person or persons duly authorised to do so;


 


(v)                                          that
the execution, delivery and performance by each of the Other Parties of the
Documents to which they are a party is legal, valid and binding on them under
the laws of their place of incorporation, organisation or residence
respectively and under all other applicable laws and have been and remain duly
approved and authorised by all necessary governmental, corporate and other
action in accordance with their respective constitutive documents, the laws of
their respective places of incorporation, organisation or residence
respectively and such other applicable laws;


 


(vi)                                       that
all authorisations and consents of or notification to, any authority or agency
of any country other than Luxembourg which may be required in connection with
the execution, delivery, and performance of the Transaction Documents have been
duly obtained or duly made;


 


(vii)                                    that
all obligations under the Documents are valid, legally binding upon and
enforceable against the Other Parties as a matter of all relevant laws most
notably the expressed governing law is valid as a matter of the governing law;
and that there is no provision of the laws of any jurisdiction (except
Luxembourg) that would have a bearing on the foregoing;


 


(viii)                                 that
all obligations under the Documents are valid, legally binding upon and
enforceable against the Company as a matter of all relevant laws (except
Luxembourg law) most notably the expressed governing law is valid as a matter
of the governing law; and that there is no provision of the laws of any
jurisdiction (except Luxembourg) that would have a bearing on the foregoing;


 


(ix)                                         that
all conditions precedent, representations, warranties and covenants (whether
imposed by any law (except Luxembourg law) or contractually) to the Transaction
Documents have been complied with (or waived) (except that we are not assuming
the correctness of any representation or warrants relating to the matters
covered by this opinion);


 


(x)                                            that
the Company has not passed a resolution for its winding-up which would not have
been published as required by Luxembourg law and no proceedings have been
instituted or steps taken for the winding-up for the Company; which would not
have been enrolled with the Luxembourg court;


 


27

















 


(xi)                                         that
no proceedings have been instituted or injunction granted against the Company
to restrain it from performing any of its obligations under the Documents;


 


(xii)                                      that
none of the Other Parties to the Documents has passed a voluntary winding-up
resolution, that no petition has been presented or order made by a court or any
other competent authority for the winding-up, dissolution, administration,
bankruptcy or for the submission of any such person to the procedures of bankruptcy
(where relevant), controlled management or receivership or any analogous
proceedings and no analogous proceedings under the law of its place of
establishment or incorporation, as the case may be, or where it carries on its
business, have been taken in relation to it and no receiver, manager, trustee
or similar officer has been appointed in relation to it or any of its
respective assets or revenues;


 


(xiii)                                   that
the Resolution [was taken at a board of directors meeting of the Company which
was duly held and was duly passed](1) and has not been amended or rescinded and
is in full force and effect;


 


(xiv)                                  that
the terms used in the Documents carrying the meaning ascribed to them in
vernacular English;


 


(xv)                                     that
all documents, forms and notices which should have been deposited at the
companies registrar at the district court of Luxembourg on behalf of or
relating to the Company have been deposited and the files of records maintained
at the Company’s registrar at the district court of Luxembourg concerning the
Company for public inspection are complete, accurate and up-to date;


 


(xvi)                                  that
the Transaction Documents accurately record the whole of the terms agreed
between the Parties thereto, and they have not been varied or any obligation of
any Party thereto waived and that the terms of the Documents are and will be
strictly observed and performed by the Parties thereto;


 


(xvii)                               that
there is no other agreement, undertaking, representation or warranty (oral or
written) and no other arrangement (whether legally binding or not) between all
or any of the parties or any other matter which renders such information
inaccurate, incomplete or misleading or which effects the conclusions stated in
this opinion; and


 












(1) 
To be deleted if full board minutes (instead of extract) are received


 


28

















 


(xviii)                            the
binding effect of the Documents on the parties is not affected by duress, undue
influence or mistake and none of the Documents has been entered into by any
party in connection with money laundering or any other unlawful activity.


 


4. Based on the Documents, the assumptions above and subject to the
reservations hereafter and to any matters not disclosed to us (other than
matters with respect to Luxembourg law), we are of the opinion that:


 


(i)                                              The
Company is a company duly organised and validly existing under the laws of
Luxembourg;


 


We have enquired on  [] 2003 at [], with the Greffe de la 2e section du Tribunal  d’Arrondissement
de et à Luxembourg as to whether bankruptcy proceedings against the
Company have been filed with the court in Luxembourg. The person to whom we
spoke orally confirmed that to her knowledge no such procedure had been filed
to the  [], 2003 or was currently
pending before the court. It should be noted that we can however not opine
thereon and as to whether a writ has been served on the Company but had not yet
been enrolled with the Luxembourg court.


 


(ii)                                           The
Company has the power to enter into the Transaction Documents to which it is
stated to be a party and to exercise its rights and perform its obligations
under such Transaction Documents, and has taken all necessary action to
authorise the entry into such Transaction Documents and the exercise of its
rights and performance of its obligations under such Transaction Documents;


 


(iii)                                        No
authorisation, approval, consent, order, registration (other than as set out in
opinion (viii)) or filing with any authority, agency or court of Luxembourg is
necessary in connection with the execution, delivery, performance, validity and
enforceability of each of the Transaction Documents in accordance with their
respective terms needs to be obtained;


 


(iv)                                       It
is not necessary under the laws of Luxembourg in order to enable the Other
Parties to enforce their rights under the Transaction Documents by reason of
the execution of the Transaction Documents or by performance by the Other
Parties of their obligations thereunder that the Other Parties be licensed,
qualified or otherwise entitled to carry on business in Luxembourg;


 


29

















 


(v)                                          We
hereby confirm that the execution of the Transaction Documents on behalf of the
Company by Mr Bruno Valsanciacomo and Mr Mariusz Walter constitutes and operates as due execution thereof by
the Company and each of the obligations expressed therein to be assumed by the
Company constitutes a legal, valid and binding obligation on it enforceable
under the laws of Luxembourg in accordance with their terms, it being
understood that the Luxembourg courts may consider that contractual rights and
obligations must under all circumstances be exercised and respectively
performed, in good faith;


 


(vi)                                       Each
Transaction Document to which the Company is a party is in proper form for its
enforcement in the courts of Luxembourg;


 


(vii)                                    The
execution and delivery of, the performance by the Company of its obligations
under, and compliance with the provisions of, the Transaction Documents to
which it is a party will not conflict, violate or result in a breach of (i) any
applicable Luxembourg law, statute or regulation or (ii) any provisions of
constitutional documents, or (iii) government or court order applicable to the
Company made known to us by the Company [after enquiry with Romano Fanconi,
corporate secretary of the Company];


 


(viii)                                 It
is not necessary to ensure that for each Transaction Document to which the
Company is a party to constitute legal, valid, binding and enforceable
obligations of the Company that the Transaction Documents are registered, recorded,
notarised or filed at any Luxembourg public office or elsewhere in Luxembourg
provided however that in the case of an action in front of a Luxembourg court
or use thereof before a Luxembourg agency, the registration of the relevant
Transaction Documents might be ordered in which case ad valorem taxes with
various rates may apply on obligations recorded therein;


 


(ix)                                         Except
as set out in opinion (viii) above, no stamp, registration, issue or similar
duties or taxes or governmental fees and charges are payable in Luxembourg in
connection with the execution, delivery and performance of any of the
Transaction Documents;


 


(x)                                            Neither
the Company nor any of its assets is entitled in Luxembourg to immunity on
grants of sovereignty or otherwise from any legal action or proceeding
(including without limitation, suit, attachment prior to judgement, execution
or other enforcement);


 


(xi)                                         The
courts of Luxembourg will accept and give effect to the choice of New York law
as the governing law of the Transaction Documents, except insofar as the


 


30

















 


provisions of the applicable foreign law may
conflict with Luxembourg public policy;


 


(xii)                                      Luxembourg
has ratified the European Convention on international commercial arbitration of
21st April 1961 and the Arrangement relating to the application
of the European Convention on international commercial arbitration of 17th
December 1962. In addition Luxembourg has ratified the New York Convention
on enforcement of foreign arbitral awards of 10th June, 1958 with
the following reservation: The convention shall apply on the basis of
reciprocity of the recognition and enforcement of the sole arbitral awards
rendered on the territory of another contracting state;


 


Consequently any award rendered on the territory of another contracting
state against the Company with respect to the Transaction Documents may be
enforced in Luxembourg subject to the conditions imposed by such conventions
and arrangement and pursuant to the rules provided for in the Luxembourg Nouveau Code
de Procédure Civile; and


 


(xiii)                                   None
of the Other Parties (other than SBS) is or will be deemed to be resident,
domiciled carrying on business or subject to taxation, reporting, filing or
registration requirements in Luxembourg by reason only of the negotiation,
preparation, execution, performance, enforcement of and/or receipt of any
payment under any Transaction Documents.


 


5. The opinions expressed above are subject to the following
reservations:


 


(i)                                    the binding effect
and validity of the Transaction Documents and their enforceability against the
Company are subject to all limitations by reason of bankruptcy, insolvency,
moratorium, gestion
controlée, general settlement with creditors, reorganisation or
similar laws including application of preference period affecting the rights of
creditors generally;


 


(ii)                                  the
enforcement of the Transaction Documents and the rights and obligations of the
parties thereto will be subject to the general statutory principles of
Luxembourg law and no opinion is given herein as to the availability of any
specific performance remedy, other than monetary damages for the enforcement of
any obligation of the parties and this opinion should not be taken to imply
that a Luxembourg court will necessarily grant any remedy other than monetary
damages; in particular, orders for specific performance and injunctions might
not be available;


 


31

















 


(iii)                               the
obligation of the parties to indemnify the other party(ies) in relation to
fines or penalties imposed on such parties may be considered invalid and
unenforceable in Luxembourg because of the personal character of the fines or
penalties;


 


(iv)                              provisions
conferring or imposing a remedy, default interest, a step fee, a break-up fee,
an obligation or penalty consequent upon default may be reduced or increased by
a Luxembourg court, if such pecuniary remedy were construed by the court as
constituting an excessive (or unreasonably low) pecuniary remedy;


 


(v)                                 where
any obligations are to be performed or observed or are based upon a matter
arising in a jurisdiction outside Luxembourg they may not be enforceable under
Luxembourg law if and to the extent that such performance or observance would
be unlawful, unenforceable, or contrary to public policy under the laws of such
jurisdiction;


 


(vi)                              enforcement of the obligations
may be invalidated by reason of fraud or the abusive choice of a foreign law in
order to circumvent the application of the law which would normally have been
applicable without the choice of applicable law in the agreements;


 


(vii)                           provisions in any Transaction
Document providing that the terms thereof can only be amended or varied or
provisions thereof can only be waived by an instrument in writing may not be
effective;


 


(viii)                        the question whether or not
any provisions of the Transaction Documents which may be invalid on account of
illegality may be severed from the other provisions thereof in order to save
those other provisions would be determined by the Luxembourg courts in their
discretion;


 


(ix)                                any obligation to pay a
sum of money expressed in a currency which is not of legal tender in Luxembourg
(a “foreign currency”) will be enforceable in a currency which is of legal
tender therein, though the monetary judgement may be expressed in a foreign
currency and/or its equivalent in a currency of legal tender at the time of
payment and any loss incurred as a result of currency exchange fluctuations can
be recovered under Luxembourg law subject to decision of the court;


 


(x)                                   any obligation to
pay interest on interest may not be enforceable under Luxembourg law;


 


(xi)                                any certificate or
determination which would by contract be deemed to be conclusive may not be
upheld in a Luxembourg Court and where any party to any Transaction Document is
vested with a discretion or may determine a matter in its opinion,


 


32

















 


Luxembourg law requires that contracts be performed in
good faith and consequently that such discretion be exercised reasonably or
that such opinion be based on reasonable grounds;


 


(xii)                             a
court of Luxembourg may refuse to give effect to a purported contractual
obligation to pay costs imposed upon another party in respect of the costs of
any unsuccessful litigation brought against that party before a court of
Luxembourg and a court of Luxembourg may not award by way of costs all of the
expenditure incurred by a successful litigant in proceedings brought before a
court of Luxembourg;


 


(xiii)                          claims
may become barred under statutory limitations period rules;


 


(xiv)                         claims
may be subject to the rules of set off or counterclaims;


 


(xv)                            Luxembourg
law does not allow consolidation of bankruptcies or similar collective
insolvency proceedings between Luxembourg corporate entities unless the assets
of one entity had been commingled with the assets of another entity and have
been used or disposed of by the other entity as if it were such other entity’s
assets;


 


(xvi)                         a
Luxembourg court may stay proceedings if concurrent proceedings between the
same parties and on the same grounds have been brought in another court of
competent jurisdiction;


 


(xvii)                      Luxembourg
courts before whom any documents are produced other than in French or German
may require that it be accompanied by a complete or partial translation into
the French or German language;


 


(xviii)                   any
provisions resulting in appointing directly of indirectly a person or entity to
take legal action on behalf of the Luxembourg Company will not be enforceable
before Luxembourg courts pursuant to the rule “nul ne plaide par procureur”;


 


(xix)                           the
right to take concurrent proceedings in court(s) and/or arbitration in one or
more jurisdictions against any of the parties to the Transaction Documents may
be limited in particular by rules on estoppel;


 


33

















 


(xx)                              for
provisional measures summary proceedings may be initiated before the Luxembourg
courts if the measures to be implemented are to be effective in Luxembourg;


 


(xxi)                           under
Luxembourg contract law unforeseeable damages may not be reclaimed under
Luxembourg law;


 


(xxii)                        any
provision in the Transaction Documents stating that any rights and obligations
thereunder shall bind successors and assigns of any party thereto may, where
the law does not provide therefor, not be enforceable in Luxembourg in the
absence of any further agreements to that effect with such successors or
assigns;


 


(xxiii)                     provisions
providing for the limitation of liability in the case of gross negligence and
wilful misconduct may not be enforceable under Luxembourg law;


 


(xxiv)                    no
opinion is given as to the taxation consequences of the transactions
contemplated by the Transaction Documents (or any document in connection
therewith) except as set out in opinion (viii);


 


(xxv)                       a
contractual provision allowing for a deemed service of process or notification
of court order may not be recognised by a Luxembourg court;


 


(xxvi)                    powers of
attorneys, instructions or authorisations may not be held to be irrevocable; and


 


(xxvii)                 the provisions
according to which the determination by an expert will be binding on the
parties is a valid provision, however the courts may not give a effect to such
determination if the expert has in its determination committed a gross error (erreur
grossière).


 


We undertake no responsibility to notify any addressee of this opinion
of any change in the laws of Luxembourg or their construction, interpretation
or application after the date of this opinion or any change of circumstances
occurring after the date of this opinion affecting the Company which may have
any bearing on this opinion.


 


In this opinion Luxembourg legal concepts are translated in English
terms and not in their original French terms used in Luxembourg laws. The
concepts concerned may not be


 


34

















 


identical to the concepts described by the same English terms as they
exist under the laws of other jurisdictions. This opinion is subject to
Luxembourg law and may, therefore, only be relied upon under the express
condition that any issues of interpretation or any other issues arising
thereunder be governed by Luxembourg law and subject to the exclusive
jurisdiction of the Luxembourg Courts.


 


This opinion is strictly limited to the matters stated herein and does
not extend to, and is not to be read as extending by implication to, any other
matters.


 


This opinion is delivered to you only for your use.


 


It may not be relied upon by any other person, or used for any other
purpose, or quoted or referred to in any public document, or filed with any
government agency or other person without in any such case, our written
consent.


 


	
   

  	
  Very truly Yours.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Elvinger, Hoss & Prussen

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Toinon Hoss

  



 


35

















 


Exhibit 6 to the


Share Purchase Agreement


 


[FORM OF U.S. LAW OPINION OF HELLER EHRMAN]


 


               ,
2003


 


SBS Broadcasting S.A.


8-10 rue Mathias Hardt


L-1717 Luxembourg


 


Ladies and Gentlemen:


 


We have acted as special United States counsel to International Trading
and Investment Holdings S.A. (“ITI”), a joint stock company organized under the
laws of Luxembourg, TVN Sp. Z o.o. (“TVN”), a limited liability company
organized under the laws of the Republic of Poland, ITI TV Holdings Sp. Z o.o.
(“ITI TV Holdings”), a limited liability company organized under the laws of
the Republic of Poland, and 3W Capital Investments S.A. (“3W”), a joint stock
company organized under the laws of the Republic of Poland (ITI, TVN, ITI TV
Holdings and 3W are referred to herein collectively as the “ITI Companies”), in
connection with (1) the Share Purchase Agreement dated as of
          September 2003 by
and among ITI and SBS Broadcasting S.A. (“SBS”) (the “Share Purchase
Agreement”), and (2) the Termination and Amendment Agreement dated as of
          September 2003 by
and among the ITI Companies, ITI Media Group N.V., JHH Exploitatie Maatschappij
B.V., FFMP Finance Holding B.V., SBS and Strateurop International B.V. (the
“Termination Agreement”).


 


The Share Purchase Agreement and the Termination Agreement are referred
to herein collectively as the “Transaction Agreements”.  This opinion is being delivered to you
pursuant to Section 5.1(d) of the Share Purchase Agreement at the request
of ITI.  Unless otherwise defined
herein, terms which are defined in the Share Purchase Agreement are used herein
as so defined.


 


I


 


We have reviewed the Transaction Agreements.  In conducting such review, we have assured (i) the authenticity
of all documents submitted to us as originals, (ii) the conformity to originals
of all documents submitted to us as copies, (iii) that the Transaction
Agreements have been duly executed and delivered by the parties thereto, and
(iv) the legal capacity of all natural persons.  We have also assumed that the Transaction Agreements are the
legal, valid, binding and enforceable obligations of the parties thereto other
than the ITI companies (the “Other Parties”).


 


II


 


We have also assumed the following, without making any inquiry into the
reasonableness or validity thereof:


 


36

















 


A.                                   Each
of the parties to the Transaction Agreements has been duly organized and is
validly existing and in good standing in its jurisdiction of organization, has
all necessary power and authority and has taken all corporate action necessary
to execute and deliver, and perform its obligations under, the Transaction
Agreements.


 


B.                                     There
are no facts or circumstances relating to any of the parties other than the ITI
Companies that might prevent any other party from enforcing any of the rights
to which our opinion relates.


 


III


 


We express no opinion as
to:


 


(m)                               Whether
a federal, state or foreign court or other tribunal outside the state of New
York would give effect to the choice of law provisions of the Transaction
Agreements.


 


(n)                                 Any
securities, tax, anti trust, land use, safety, environmental or hazardous
materials laws, rules or regulations.


 


(o)                                 The
effect on the ITI Companies’ obligations and the Other Parties’ rights under
the Transaction Agreements of laws relating to fraudulent transfers and
fraudulent obligations set forth in Sections 544 and 548 of the United States
Bankruptcy Code and Article 10 of the New York Debtor and Creditor Law.


 


This opinion is limited to the federal laws of the United States of
America and the laws of the State of New York, and we disclaim any opinion as
to the laws of any other jurisdiction. 
As to matters of Luxembourg law relevant to the opinions expressed
herein, we have relied upon the opinion of Elvinger, Hoss & Prussen dated                                            ,
2003 without independently considering the matters stated therein.  As to matters of Polish law relevant to the
opinions expressed herein, we have relied upon the opinion of Altheimer &
Grey dated                                   ,
2003 without independently considering the matters stated therein.  We further disclaim any opinion as to any
statute, rule, regulation, ordinance, order or other promulgation of any
regional or local governmental body or as to any related judicial or
administrative decision.


 


IV


 


Based on the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that each of the Transaction Agreements
constitutes the legal, valid and binding obligation of each of the ITI
Companies which is a party thereto and is enforceable against each of the ITI
Companies which is a party thereto in accordance with its terms.


 


The opinion in the preceding paragraph is subject to the qualifications
that the enforceability of the Transaction Agreements may be limited by (a) any
applicable bankruptcy, insolvency, fraudulent conveyance or transfer, equitable
subordination, reorganization, moratorium or similar law and judicial decisions
affecting creditors’ rights generally, (b) general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether considered in a proceeding in
equity or a law), (c) the possible judicial application of foreign law or
foreign governmental or judicial action, and (d) 


 


37

















 


federal and state securities laws and public policy considerations
limiting rights to indemnity and contribution.


 


IV


 


We further advise you that:


 


A.                                   The
effectiveness of indemnities, rights of contribution, exculpatory provisions,
waivers of the benefits of statutory provisions and non-competition provisions,
if any, may be limited on public policy grounds.


 


B.                                     The
Other Parties may not invoke penalties for defaults that bear no reasonable
relation to the damage suffered or that would otherwise work a forfeiture.


 


V


 


This opinion is rendered to you in connection with the Transaction
Agreements and is solely for your benefit. 
This opinion may not be relied upon by any other person, firm,
corporation or other entity without our prior written consent.  This opinion is expressed as of the date
hereof, and we disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we become aware, after the date of this opinion.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HELLER EHRMAN WHITE & MCAULIFFE, LLP

  



 


38

















 


Exhibit 7 to the


Share Purchase Agreement


 


 


[FORM OF A&G POLISH LAW OPINION]


 


                  ,
2003


 


SBS Broadcasting S.A.


8-10 rue Mathias Hardt


BP 39, L-2010 Luxembourg


 


International Trading and
Investments Holdings S.A Luxembourg


398 route d’Esch


L-1471 Luxembourg


 


Ladies and Gentlemen:


 


We have acted as special Polish
counsel to International Trading and Investments Holdings S.A. Luxembourg
(“ITI”), a joint stock company organized under the laws of Luxembourg , TVN Sp.
z o.o. (“TVN”), a limited liability company organized under the laws of the
Republic of Poland, ITI TV Holdings Sp. z o.o. (“ITI TV Holdings”), a limited
liability company organized under the laws of the Republic of Poland, and 3W
Capital Investments S.A. (“3W”), a joint stock company organized under the laws
of the Republic of Poland (ITI, TVN, ITI TV Holdings and 3W are referred to
herein collectively as the “ITI Companies”), in connection with (1) the Share
Purchase Agreement dated as of September    , 2003 by and
between ITI and SBS Broadcasting S.A. (“SBS”) with TVN as an additional
signatory party (the “Share Purchase Agreement”), and (2) the Termination
Agreement dated as of September    , 2003 by and among ITI
Companies, ITI Media Group N.V., JHH Exploitatie Maatschappij B.V., FFMP
Finance Holding B.V., SBS and Strateurop International B.V. (the “Termination
Agreement”).


 


The Share Purchase Agreement and
the Termination Agreement are referred to herein collectively as the
“Transaction Agreements”.


 


This opinion is being delivered
to you pursuant to Section 5.1(d) of the Share Purchase Agreement at the
request of ITI. All capitalized terms, unless otherwise defined herein, shall
have the meaning ascribed to them in the Share Purchase Agreement.


 


We have reviewed the Transaction
Agreements. In conducting such review, we have assumed (i) the authenticity of
all documents submitted to us as originals, (ii) the conformity to originals of
all documents submitted to us as copies, (iii) that the Transaction Agreements
have been duly executed and delivered by the parties thereto other than ITI
Companies, and (iv) the legal capacity of all natural persons and absence of
any defects of the declarations of will of such natural persons executing the
Transaction Agreements. We have also assumed that the Transaction Agreements
are the legal, valid, binding and enforceable obligations of the parties
thereto other than ITI Companies.


 


39

















 


Based on the foregoing, and
subject to the qualifications set forth herein, we are of the opinion that:


 


1.               Each of TVN, ITI TV Holdings and 3W
is a corporation duly organized, validly existing under the laws of the
Republic of Poland and has all requisite corporate power and authority to
execute, deliver and perform its obligations under the respective Transaction
Agreements to which each of them is a party and to consummate the transactions
contemplated thereby, subject to the fulfilment of certain conditions set forth
in the respective Transaction Agreements.


 


2.               The Transaction Agreements have been
duly authorized, executed and delivered by each of TVN, ITI TV Holdings and 3W.


 


3.               Each of the Transaction Agreements
is a valid and legally binding obligation of each of the ITI Companies that is
a party to such agreement, enforceable against such ITI Company in accordance
with its terms.


 


4.               No notices, reports or other filings
are required to be made by any ITI Company with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
any ITI Company from, any Polish Governmental Entity in connection with the
execution and delivery of the Share Purchase Agreement, and the consummation of
the transactions contemplated thereby, except for notifications (i) to the
Polish National Council Radio and Television Council for informational purposes
of the acquisition of Strateurop Shares, and (ii) to the National Bank of
Poland for statistical purposes of any foreign exchange transactions in which
any ITI Company being a Polish resident shall be engaged in connection with the
transactions contemplated thereby.


 


5.               The execution, delivery and
performance by each of ITI Companies of the Transaction Agreements to which it
is a party does not and the consummation of the transactions contemplated
thereby will not constitute or result in: (A) in the case of TVN, ITI TV
Holdings and 3W, a breach or violation of, or a default under, its organizational
documents, subject to obtaining by TVN of appropriate corporate consents
referred to in Section 3.2(b) of the Share Purchase Agreement; (B) a
breach or violation of, or a default under, the acceleration of any obligations
or the creation of a lien, pledge, security interest or other encumbrance on
the assets of any ITI Company (with or without notice, lapse of time or both)
pursuant to any Contract binding upon any ITI Company, any Law, or any other
governmental or non-governmental permit or license to which any ITI Company is
subject, or (C) any change in the rights or obligations of any party under any
of the Contracts binding upon any ITI Company; except for, with respect to
clause (C) above, the waivers and consents under applicable Contracts that are
required in connection with HYB Offering or any Alternative Financing involving
TVN.


 


The opinions expressed in
paragraphs 3 and 5 above are subject to the qualifications that the binding
effect and enforceability of the Transaction Agreements may be limited by (a)
any applicable bankruptcy, insolvency, fraudulent conveyance or transfer,
subordination, reorganization, moratorium or similar law and judicial decisions
affecting


 


40

















 


creditors’ rights generally, (b)
application of general principles of social co-existence, socio-economic
designation of rights and rebus sic stantibus, as provided for in articles 5
and 3571 of the Polish Civil Code, and (c) possible foreign
governmental or judicial action.


 


We also wish to point out that
provisions of the Transaction Agreements which permit the parties thereto to
take actions or make determinations may be subject to a requirement that such
actions be taken and such determinations be made on a reasonable basis and in
good faith.


 


We do not herein express any
opinion as to any laws other than the laws of the Republic of Poland as in
force on the date hereof. As to matters of Luxembourg law relevant to the
opinions expressed herein, we have relied upon the opinion of Elvinger, Hoss
& Prussen, dated     , 2003 without independently
considering the matters stated therein.


 


This opinion is furnished to you
solely for your use in connection with the Transaction Agreements and it may
not be relied upon or used for any other purpose nor provided to any other
person. This opinion is expressed as of the date hereof and we assume no
responsibility to update this opinion after the date hereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  For Altheimer & Gray

  



 


41

















 


Exhibit 8 to


Share Purchase
Agreement


 


SBS BROADCASTING S.A.


 


Officer’s Certificate


 


Erik T. Moe, the General Counsel of SBS Broadcasting S.A., a company
organized under the laws of Luxembourg (“SBS”), pursuant to Section 5.2
(c) of the Share Purchase Agreement, dated as of September 12, 2003 (the
“Agreement”), by and between SBS and International Trading and Investments
Holdings S.A. Luxembourg, a company organized under the laws of Luxembourg,
hereby certifies that:


 


(1)                                  The
representations and warranties made by SBS in the Agreement were true and
correct when made and true and correct on the date hereof as though made on and
as of this date (except that representations and warranties that are made as of
a specific date need be true only as of such date).


 


(2)                                  SBS
and its Subsidiaries have performed and complied in all material respects with
all agreements, obligations and conditions required by the Agreement or the
Termination Agreement to be performed or complied with by SBS and/or its
Subsidiaries at or before the date hereof.


 


IN WITNESS WHEREOF, the undersigned has hereunto signed his name.


 


	
  Date:  November 11, 2003

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Erik T. Moe

  	
   

  
	
   

  	
  Name:

  	
  Erik T. Moe

  
	
   

  	
  Title:

  	
  General Counsel of SBS Broadcasting S.A.

  



 


42

















 


Exhibit 9 to


Share Purchase Agreement


 


DRAFT 5 – A&M 12/09/2003


AGREED FORM OF
OPINION OF


ARENDT & MEDERNACH


 


 


	
   

  	
   

  	
  International Trading and Investments

  Holdings S.A. Luxembourg

  Attn.***

  398, route d’Esch

  L-1471 Luxembourg

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Luxembourg, 7 November 2003

  
	
  O/ref.: 22986.016D

  	
   

  	
  sophie.wagner@arendt-medernach.com

  
	
  Y/ref.: -

  	
   

  	
  Tel : (352) 407878-253/-273

  
	
   

  	
   

  	
  Fax : (352) 407804-701

  



 


 


Ladies and Gentlemen,


 


We are lawyers admitted to
practice under the laws of Luxembourg.


 


This opinion is given to you in
connection with a share purchase agreement dated 12 September 2003 between
SBS Broadcasting S.A. (the “Company”) and International Trading and
Investments Holdings S.A. Luxembourg (the “Purchaser”)
relating to the sale and purchase of all the shares of the company Strateurop
International B.V. (the “Share Purchase Agreement”) and with a termination agreement
between the Purchaser, ITI Media Group N.V., TVN SP Zo.o., 3W Capital
Investments S.A., JHH Exploitatie Maatschappil B.V., FFMP Finance B.V.,
Strateurop International B.V., ITI TV Holdings Limited, Bank
Przemyslowo-Handlowy PKB S.A., Kredyt Bank S.A. and the Company (the “Termination
Agreement”) (the Share Purchase Agreement and the Termination
Agreement being together referred to as the “Transaction Agreements”).


 


For the purpose of this opinion,
we have examined:


 


i)                                         A facsimile executed copy of the
Share Purchase Agreement dated 12 September 2003 between SBS Broadcasting
S.A. and International Trading and Investments Holdings S.A. Luxembourg;


 


ii)                                      A facsimile copy of the Termination
Agreement between International Trading and Investments Holdings S.A.
Luxembourg, ITI Media Group N.V., TVN SP Zo.o., 3W


 


43

















 


Capital
Investments S.A., JHH Exploitatie Maatschappij B.V., FFMP Finance B.V.,
Strateurop International B.V., ITI TV Holdings Limited, Bank
Przemyslowo-Handlowy PKB S.A., Kredyt Bank S.A. and SBS Broadcasting S.A.,
executed on 7 November 2003 by SBS Broadcasting S.A. and Strateurop
International B.V.;


 


iii)                                   a copy of the consolidated version
of the articles of incorporation of the Company as of 23 September 2003
(the “Articles of Incorporation”);


 


iv)                                  an executed copy of the resolution of the board
of directors of the Company passed on 10 September 2003 authorising the
entering into the Transaction Agreements (the “Board Minutes”);


 


v)                                     a non-bankruptcy certificate, dated 31
October 2003, issued by the Greffe de la deuxième section du Tribunal
d’Arrondissement de et à  Luxembourg;


 


All documents referred to above under (i) to
(v) are referred to as the “Documents”.


 


“Parties”
shall mean all parties to any one of the Documents and “Other Parties” means all parties to any one
of the Documents other than the Company.


 


Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Transaction Agreements.


 


We have assumed:


 


i)                                         that the Termination Agreement,
examined by us, will be signed by all the Other Parties;


 


ii)                                      the genuineness of all signatures on
all documents as well as the completeness and conformity to original documents
of all copies and/or other specimen documents submitted to us;


 


iii)                                   that all consents, approvals,
authorisations, or orders required from any governmental or other regulatory
authorities of any country other than Luxembourg and all other requirements of
any country other than Luxembourg for the legality, validity and enforceability
of the Transaction Agreements have been duly obtained or fulfilled and are and
will remain in full force and effect and that any conditions, other than those
provided by Luxembourg law or the Articles of Incorporation, to which the
Transaction Agreements are subject have been satisfied;


 


iv)                                  that
the Transaction Agreements constitute the legal, valid, binding and enforceable
obligations of the parties thereto for all purposes of the laws of the state of
New York to which they are expressly made subject.


 


Subject as mentioned herein, we
are of the following opinion:


 


44

















 


1.               The Company is a company duly
incorporated under the laws of the Grand-Duchy of Luxembourg by a notarial deed
dated 24 October 1989 and registered as a Luxembourg société anonyme for an
unlimited duration at the Registre de Commerce et des Sociétés de Luxembourg
under number B 31996 and is validly existing. On 31 October 2003, we
inquired with the Greffe de la 2ème section du Tribunal d’Arrondissement de et à
Luxembourg as to whether bankruptcy proceedings against the Company
have been filed with the court. On 31 October 2003, the Greffe de
la 2ème section du Tribunal d’Arrondissement de et à Luxembourg
issued a non-bankruptcy certificate confirming that no notice of appointment of
a receiver (curateur)
has been filed or is currently pending before the court;


 


2.               The Company has the necessary
corporate power under its Articles of Incorporation to execute the Transaction
Agreements and to perform its obligations under the Transaction Agreements;


 


3.               The Company has taken all necessary
corporate action to authorize the entry into and the performance of the
Transaction Agreements;


 


4.               We hereby confirm that the execution
of the Transaction Agreements on behalf of the Company by Erik Moe, Senior Vice
President and general counsel of the Company constitutes and operates as due
execution thereof by the Company and each of the obligations expressed therein
to be assumed by the Company constitutes a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with the terms of
the Transaction Agreements, it being understood that the Luxembourg courts may
consider that contractual rights and obligations must under all circumstances
be exercised and respectively performed in good faith;


 


5.               The
Transaction Agreements when duly executed and delivered by or on behalf of the
Company, are in proper form for their enforcement in the courts of Luxembourg;


 


6.               The execution and delivery of the
Transaction Agreements by the Company and the Company’s performance of its
obligations under the Transaction Agreements will not violate, conflict with or
result in a breach of  (i) any
Luxembourg law, rule or regulation applicable to it or (ii) any provision of
its Articles of Incorporation, or (iii) government or court order applicable to
the Company made known to us by the Company after enquiry with Mr. Erik T. Moe;


 


7.               No consent, approval, authorization
or order is required by the Company from any governmental authority in
Luxembourg under the laws of Luxembourg in connection with the execution,
delivery, performance, validity and enforceability of each of the Transaction
Agreements;


 


8.               It is not necessary under the laws
of Luxembourg in order to enable the Other Parties to enforce their rights
under the Transaction Agreements by reason of the execution of the Transaction
Agreements or by performance by the Other Parties of their obligations
thereunder that the Other Parties be licensed, qualified or otherwise entitled
to carry on business in Luxembourg;


 


45

















 


9.               It is not necessary or desirable, in
order to ensure the legality, validity and enforceability of the obligations of
the Company under the Transaction Agreements, that the same be filed,
registered, recorded or enrolled with any authority, agency or court of
Luxembourg or that any official action be taken in Luxembourg, or that any
instrument relating thereto be signed, delivered, filed, registered, recorded
or notarised in any public office or elsewhere in Luxembourg provided however
that in the case of an action in front of Luxembourg court or use thereof
before a Luxembourg agency, the registration of the relevant Transaction
Agreements might be ordered in which case ad valorem taxes with various rates may
apply on obligations recorded therein ;


 


10.         No stamp, registration, issue or
similar duties or taxes or governmental fees and charges are payable in
Luxembourg in connection with the execution, delivery and performance of any of
the Transaction Agreements except as set out in opinion (8) above;


 


11.         Neither the Company nor any of its
assets is entitled in Luxembourg to immunity on grants of sovereignty or
otherwise from any legal action or proceeding (including without limitation,
suit, attachment prior to judgment , execution or other enforcement);


 


12.         The choice of the laws of the state
of New York to govern the Transaction Agreements is valid and binding under
Luxembourg law;


 


13.         The submission by the Company to
arbitration under section 8.9 of the Share Purchase Agreement and under
section 5.1 of the Termination Agreement will be valid, binding and
irrevocable according to the New York Convention on the Recognition and
Enforcement of Foreign Arbitral Awards of 1958 (the “New York Convention”).


 


Consequently, any award rendered
on the territory of another contracting state against the Company with respect
to the Transaction Agreements may be enforced in Luxembourg subject to the
conditions imposed by the New York Convention and pursuant to the rules
provided for in the Luxembourg Nouveau Code de Procédure Civile.


 


14.         None of the Other Parties other than
the Purchaser is or will be deemed to be resident , domiciled carrying on
business or subject to taxation, reporting, filing or registration requirements
in Luxembourg by reason only of the negotiation, preparation, execution,
performance, enforcement of and/or receipt of any payment under any Transaction
Agreement.


 


This opinion is subject to the
following reservations:


 


(i)                                     if the Transaction Agreements were produced
in proceedings before a Luxembourg court, such court may require that all or
part of the Transaction Agreements, or any of the documents or agreements
referred to therein, be translated into French or German and registration of
any such documents exhibited in any court proceedings or before any official
authority (autorité
constituée) in Luxembourg might be ordered, the registration tax
being a fixed rate of 12,- EUR or an ad valorem rate depending on the nature of
the registered document;


 


46

















 


(ii)                                  the
enforcement of the Transaction Agreements and the rights and obligations of the
parties thereto will be subject to the general statutory principles of
Luxembourg law and no opinion is given herein as to the availability of any
specific performance remedy, other than monetary damages for the enforcement of
any obligation of the Company and this opinion should not be taken to imply
that a Luxembourg court will necessarily grant any remedy other than monetary
damages; in particular, orders for specific performance and injunctions might
not be available;


 


(iii)                               where
any obligations are to be performed or observed or are based upon a matter
arising in a jurisdiction outside Luxembourg they may not be enforceable under
Luxembourg law if and to the extent that such performance or observance would
be unlawful, unenforceable, or contrary to public policy under the laws of such
jurisdiction;


 


(iv)                              whilst,
in the event of any proceedings being brought in a Luxembourg court in respect
of a monetary obligation expressed to be payable in a currency other than Euro,
a Luxembourg court would have power to give judgment expressed as an order to
pay in a currency other than Euro; however, enforcement of the judgment against
the Company in Luxembourg would be available only in Euro and for such purposes
all claims or debts are converted into Euro normally at the prevailing exchange
rate on the date of payment and any loss incurred as a result of currency
exchange fluctuations can be recovered under Luxembourg law, subject to
decision of the court;


 


(v)                                 any enforcement against the Company
would be subject to insolvency laws affecting creditors generally;


 


(vi)                              any
determination or certificates made or given pursuant to the provisions of the
Transaction Agreements which provides for such determination or certificate to
be final, conclusive and/or binding might not necessarily be held under
Luxembourg law to be final, conclusive and/or binding;


 


(vii)                           a
contractual provision conferring or imposing a remedy, default interest, a step
fee, a break-up fee, an obligation or penalty consequent upon default may not
be fully enforceable and may be reduced or increased by a Luxembourg court, if
such pecuniary remedy were construed by the court as constituting an excessive
(or unreasonably low) pecuniary remedy;


 


(viii)                        any provision in the Transaction
Agreements stating that any rights and obligations shall bind successors and
assigns of any party thereto may not be enforceable in Luxembourg in the
absence of any further agreements to that effect with such successors and
assigns in case such successors and assigns are Luxembourg
individuals/entities;


 


(ix)                                a severability clause may be
ineffective if a Luxembourg courts considers that the illegal, invalid or
unenforceable clause was a substantive or material clause;


 


(x)                                   as
regards jurisdiction, a Luxembourg court may stay or dismiss proceedings if
concurrent proceedings are being brought elsewhere;


 


47

















 


(xi)                                a foreign jurisdiction clause does
not prevent the parties from initiating legal action before Luxembourg courts
to the extent that summary proceedings (référé)
seeking conservatory or urgent provisional measures are concerned.
Notwithstanding a foreign jurisdiction clause, Luxembourg courts would have in
principle jurisdiction for any conservatory or provisional action in connection
with assets located in Luxembourg and such action would most likely be governed
by Luxembourg law;


 


(xii)                             actions
in Luxembourg must be brought exclusively in the name of the principal, not of
the agent of the principal;


 


(xiii)                          provisions
providing for the limitation of liability in the case of gross negligence and
willful misconduct may not be enforceable under Luxembourg law;


 


(xiv)                         no opinion is given as to the
taxation consequences of the transaction contemplated by the Transaction
Agreements (or any document in connection therewith) except as set out in
opinion (8).


 


In this opinion Luxembourg legal
concepts are expressed in English terms and not in their original French terms
used in Luxembourg laws. The concepts concerned may not be identical to the
concepts described by the same English terms as they exist under the laws of
other jurisdictions. This opinion may, therefore, only be relied upon under the
express condition that any issues of interpretation arising thereunder be
governed by Luxembourg law and be brought before a court in Luxembourg.


 


This opinion is addressed to the
addressees solely for their benefit and on whose behalf they are acting and
solely for the purpose of the Transaction Agreements. It is not to be
transmitted to any other person nor is it to be relied upon by any other person
(other than their legal adviser(s)) verified or for any other purpose quoted or
referred to in any public document or filed with any governmental agency or
other person without our consent. This opinion is strictly limited to the
matters stated herein and does not extend to, and is not to be read as
extending by implication to, any agreement or document referred to in the
Transaction Agreements or otherwise.


 


This opinion is limited to Luxembourg law of general application at the
date of this opinion as currently applied by the Luxembourg courts, and is
given on the basis that it will be governed by and construed in accordance with
Luxembourg law. We have made no investigation of, and do not express or imply
any views on, the laws of any country other than Luxembourg. Luxembourg courts
have exclusive jurisdiction with respect to this opinion.


 


	
   

  	
  Yours
  faithfully,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Arendt
  & Medernach

  	
   

  
	
   

  	
  By
  Sophie Wagner-Chartier

  	
   

  



 


48

















 


Exhibit 10 to the


Share Purchase Agreement


 


[Form of
Opinion of Erik T. Moe]


 


 


[•], 2003


 


International Trading and Investments Holdings S.A.


398 Route d’Esch


1471 Luxembourg


 


Dear Sirs:


 


In connection with the purchase by International Trading and
Investments Holdings S.A., a company organized under the laws of Luxembourg
(“ITI”), pursuant to the Share Purchase Agreement, dated as of
September 12, 2003 (the “Share Purchase Agreement”), by and between ITI
and SBS Broadcasting S.A., a company organized under the laws of Luxembourg
(“SBS”), of all the outstanding shares of Strateurop International B.V., a
company organized under the laws of The Netherlands, and the other transactions
contemplated by the Share Purchase Agreement to occur on the Closing Date
(capitalized terms used but not defined herein having the same meanings
assigned to them in the Share Purchase Agreement), in my capacity as General
Counsel of SBS, I have examined such corporate records, certificates and other
documents, and such questions of law, as I have considered necessary or
appropriate for the purpose of this opinion. 
Upon the basis of such examination, it is my opinion that the Share
Purchase Agreement and the Termination Agreement constitute valid and legally
binding obligations of the SBS Parties party thereto enforceable against the
SBS Parties party thereto in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights, to general equity principles and to federal and state securities laws
and public policy considerations limiting rights to indemnity and contribution.


 


As contemplated by the qualifications set forth in preceding paragraph,
in rendering the foregoing opinion, I am expressing no opinion as to Federal or
state laws relating to fraudulent transfers.


 


The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and I am expressing no opinion as
to the effect of the laws of any other jurisdiction.  With respect to all matters of Luxembourg law, I have, with your
approval, relied on the opinion, dated the date hereof, of Arendt &
Medernach, delivered to you pursuant to Section 5.2 of the Share Purchase
Agreement, and my opinion is subject to the same


 


49

















 


assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion.


 


With your approval, I have relied as to certain matters on information
obtained from public officials and other sources believed by me to be
responsible, and I have assumed that the Share Purchase Agreement and the
Termination Agreement have been duly authorized, executed and delivered by each
party thereto and that the signatures on all documents examined by me are
genuine, assumptions I have not independently verified.


 


This opinion is furnished to you in my capacity as General Counsel of
SBS and is solely for your benefit and may not be disclosed to, or relied upon,
any third party without my prior written consent.


 


Very truly yours,


 


50

















 


Exhibit 11 to the


Share purchase Agreement


 


TVN Annual Budget for Fiscal Year 2003


 


51

















 


Income
Statement (‘000 PLN) / Rachunek zysków i strat


 


	
  TVN Consolidated

  	
   

  	
  FY 03 B

  	
   

  	
  FY 02 LE

  	
   

  	
  FY 02 B

  	
   

  	
  FY 01 A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue / Przychody

  	
   

  	
  558,645

  	
   

  	
  549,548

  	
   

  	
  544,728

  	
   

  	
  467,719

  	
   

  
	
  (% to sales) / (%sprzedaśży)

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  2

  	
  %

  	
  1

  	
  %

  	
  16

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Direct Costs / Koszty bezpośrednie

  	
   

  	
  295,509

  	
   

  	
  313,147

  	
   

  	
  306,645

  	
   

  	
  290,617

  	
   

  
	
  (% to sales) / (%sprzedaży)

  	
   

  	
  53

  	
  %

  	
  57

  	
  %

  	
  56

  	
  %

  	
  62

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -6

  	
  %

  	
  2

  	
  %

  	
  6

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating income / Zysk brutto
  ze sprzedaży

  	
   

  	
  263,136

  	
   

  	
  236,401

  	
   

  	
  238,082

  	
   

  	
  177,102

  	
   

  
	
  (% to sales) / (%sprzedaży)

  	
   

  	
  47

  	
  %

  	
  43

  	
  %

  	
  44

  	
  %

  	
  38

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  11

  	
  %

  	
  -1

  	
  %

  	
  34

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SG&A / Koszty administracji
  i ogólnego zarządu

  	
   

  	
  103,066

  	
   

  	
  76,480

  	
   

  	
  83,003

  	
   

  	
  98,558

  	
   

  
	
  (% to sales) / (%sprzedaży)

  	
   

  	
  18

  	
  %

  	
  14

  	
  %

  	
  15

  	
  %

  	
  21

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  35

  	
  %

  	
  -8

  	
  %

  	
  -16

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  operating costs (income), net/ Pozostale koszty (przychody) operacyjne, netto

  	
   

  	
  60

  	
   

  	
  (442

  	
  )

  	
  —

  	
   

  	
  (12,669

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBITDA

  	
   

  	
  160,009

  	
   

  	
  160,363

  	
   

  	
  155,079

  	
   

  	
  91,213

  	
   

  
	
  (% to sales) / (%sprzedaży)

  	
   

  	
  29

  	
  %

  	
  29

  	
  %

  	
  28

  	
  %

  	
  20

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  0

  	
  %

  	
  3

  	
  %

  	
  70

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Depreciation & Amortisation
  / Amortyzacja

  	
   

  	
  28,844

  	
   

  	
  36,279

  	
   

  	
  38,684

  	
   

  	
  45,937

  	
   

  
	
  (% to sales) / (%sprzedaży)

  	
   

  	
  5

  	
  %

  	
  7

  	
  %

  	
  7

  	
  %

  	
  10

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -20

  	
  %

  	
  -6

  	
  %

  	
  -16

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finance
  costs (income), Net / Koszty (przychody) finansowe, netto

  	
   

  	
  13,288

  	
   

  	
  33,141

  	
   

  	
  27,949

  	
   

  	
  2,077

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PBT / Zysk przed opodatkowaniem

  	
   

  	
  117,878

  	
   

  	
  90,943

  	
   

  	
  88,447

  	
   

  	
  43,199

  	
   

  
	
  (% to sales) / (%sprzedaży)

  	
   

  	
  21

  	
  %

  	
  17

  	
  %

  	
  16

  	
  %

  	
  9

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  30

  	
  %

  	
  3

  	
  %

  	
  105

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TAX / Podatek

  	
   

  	
  31,827

  	
   

  	
  28,642

  	
   

  	
  25,847

  	
   

  	
  14,445

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net profit (loss) / Zysk (strata) netto

  	
   

  	
  86,051

  	
   

  	
  62,301

  	
   

  	
  62,599

  	
   

  	
  28,755

  	
   

  
	
  (% to sales) / (%sprzedaży)

  	
   

  	
  15

  	
  %

  	
  11

  	
  %

  	
  11

  	
  %

  	
  6

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  38

  	
  %

  	
  0

  	
  %

  	
  118

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBITA/SALES
  [%] / EBITA/Sprzedaż [%]

  	
   

  	
  28.6

  	
  %

  	
  29.2

  	
  %

  	
  28.5

  	
  %

  	
  19.5

  	
  %

  



 


52

















 


Revenue
Statement (‘000 PLN) / Zestawienie przychodów


 


	
  TVN Consolidated

  	
   

  	
  FY 03 B

  	
   

  	
  FY 02 LE

  	
   

  	
  FY 02 B

  	
   

  	
  FY 01 A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net revenue from advertising spot sales/ Przychody netto ze
  sprzedaży czasu antenowego

  	
   

  	
  482,377

  	
   

  	
  466,943

  	
   

  	
  466,377

  	
   

  	
  365,119

  	
   

  
	
  (% of Total Revenue) / (% przychodów razem)

  	
   

  	
  86

  	
  %

  	
  85

  	
  %

  	
  86

  	
  %

  	
  78

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  3

  	
  %

  	
  0

  	
  %

  	
  28

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barter revenue / Przychody barterowe

  	
   

  	
  22,623

  	
   

  	
  21,880

  	
   

  	
  20,340

  	
   

  	
  27,321

  	
   

  
	
  (% of Total Revenue) / (% przychodów razem)

  	
   

  	
  4

  	
  %

  	
  4

  	
  %

  	
  4

  	
  %

  	
  6

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  3

  	
  %

  	
  8

  	
  %

  	
  -26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsoring

  	
   

  	
  22,935

  	
   

  	
  29,581

  	
   

  	
  30,368

  	
   

  	
  35,833

  	
   

  
	
  (% of Total Revenue) / (% przychodów razem)

  	
   

  	
  4

  	
  %

  	
  5

  	
  %

  	
  6

  	
  %

  	
  8

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -22

  	
  %

  	
  -3

  	
  %

  	
  -15

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Audiotele/Telecom

  	
   

  	
  17,000

  	
   

  	
  19,050

  	
   

  	
  16,132

  	
   

  	
  16,530

  	
   

  
	
  (% of Total Revenue) / (% przychodów razem)

  	
   

  	
  3

  	
  %

  	
  3

  	
  %

  	
  3

  	
  %

  	
  4

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -11

  	
  %

  	
  18

  	
  %

  	
  -2

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Teleshopping

  	
   

  	
  5,000

  	
   

  	
  3,709

  	
   

  	
  3,718

  	
   

  	
  1,516

  	
   

  
	
  (% of Total Revenue) / (% przychodów razem)

  	
   

  	
  1

  	
  %

  	
  1

  	
  %

  	
  1

  	
  %

  	
  0

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  35

  	
  %

  	
  0

  	
  %

  	
  145

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other revenue / Pozostale przychody

  	
   

  	
  8,710

  	
   

  	
  8,386

  	
   

  	
  7,793

  	
   

  	
  21,399

  	
   

  
	
  (% of Total Revenue) / (% przychodów razem)

  	
   

  	
  2

  	
  %

  	
  2

  	
  %

  	
  1

  	
  %

  	
  5

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  4

  	
  %

  	
  8

  	
  %

  	
  -64

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total revenue / Przychody RAZEM

  	
   

  	
  558,645

  	
   

  	
  549,548

  	
   

  	
  544,728

  	
   

  	
  467,719

  	
   

  
	
  (% of Total Revenue)

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  
	
  (% change)

  	
   

  	
  2

  	
  %

  	
  1

  	
  %

  	
  16

  	
  %

  	
   

  	
   

  



 


53

















 


Direct Costs Statement (‘000 PLN) /
Zestawienie kosztów bezpośrednich


 


	
  TVN Consolidated

  	
   

  	
  FY 03 B

  	
   

  	
  FY 02 LE

  	
   

  	
  FY 02 B

  	
   

  	
  FY 01 A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Program licences purchased from JHH / Koszty licencji programowych
  (JHH)

  	
   

  	
  —

  	
   

  	
  80,410

  	
   

  	
  85,925

  	
   

  	
  78,260

  	
   

  
	
  (% of Total Direct Costs)/ (% Kosztów bezp. Razem)

  	
   

  	
  0

  	
  %

  	
  26

  	
  %

  	
  28

  	
  %

  	
  27

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -100

  	
  %

  	
  -6

  	
  %

  	
  10

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dubbing and voice-over

  	
   

  	
  2,375

  	
   

  	
  3,232

  	
   

  	
  4,842

  	
   

  	
  2,636

  	
   

  
	
  (% of Total Direct Costs)/ (% Kosztów bezp. Razem)

  	
   

  	
  1

  	
  %

  	
  1

  	
  %

  	
  2

  	
  %

  	
  1

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -27

  	
  %

  	
  -33

  	
  %

  	
  84

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Amortisation of programming licences / Amortyzacja biblioteki
  programowej

  	
   

  	
  93,779

  	
   

  	
  27,583

  	
   

  	
  32,890

  	
   

  	
  37,244

  	
   

  
	
  (% of Total Direct Costs)/ (% Kosztów bezp. Razem)

  	
   

  	
  32

  	
  %

  	
  9

  	
  %

  	
  11

  	
  %

  	
  13

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  240

  	
  %

  	
  -16

  	
  %

  	
  -12

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Local production cost / Koszty produkcji lokalnej

  	
   

  	
  120,879

  	
   

  	
  116,203

  	
   

  	
  99,456

  	
   

  	
  83,327

  	
   

  
	
  (% of Total Direct Costs)/ (% Kosztów bezp. Razem)

  	
   

  	
  41

  	
  %

  	
  37

  	
  %

  	
  32

  	
  %

  	
  29

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  4

  	
  %

  	
  17

  	
  %

  	
  19

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Royalties (ZAiKS)

  	
   

  	
  19,148

  	
   

  	
  19,221

  	
   

  	
  19,213

  	
   

  	
  (4,803

  	
  )

  
	
  (% of Total Direct Costs)/ (% Kosztów bezp. Razem)

  	
   

  	
  6

  	
  %

  	
  6

  	
  %

  	
  6

  	
  %

  	
  -2

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  -500

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Broadcasting cost / Koszty nadawania i emisji

  	
   

  	
  50,579

  	
   

  	
  59,260

  	
   

  	
  52,894

  	
   

  	
  27,912

  	
   

  
	
  (% of Total Direct Costs)/ (% Kosztów bezp. Razem)

  	
   

  	
  17

  	
  %

  	
  19

  	
  %

  	
  17

  	
  %

  	
  10

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -15

  	
  %

  	
  12

  	
  %

  	
  90

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other / Inne

  	
   

  	
  8,750

  	
   

  	
  7,239

  	
   

  	
  11,426

  	
   

  	
  66,041

  	
   

  
	
  (% of Total Direct Costs)/ (% Kosztów bezp. Razem)

  	
   

  	
  3

  	
  %

  	
  2

  	
  %

  	
  4

  	
  %

  	
  23

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  21

  	
  %

  	
  -37

  	
  %

  	
  -83

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Direct Costs / Koszty bezpośrednie RAZEM

  	
   

  	
  295,509

  	
   

  	
  313,147

  	
   

  	
  306,645

  	
   

  	
  290,617

  	
   

  
	
  (% of Total Direct Costs)/ (% Kosztów bezp. Razem)

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -6

  	
  %

  	
  2

  	
  %

  	
  6

  	
  %

  	
   

  	
   

  



 


54

















 


SG&A Costs
Statement (‘000 PLN) / Zestawienie kosztów administracji i ogólnego
zarządu


 


	
  TVN Consolidated

  	
   

  	
  FY 03 B

  	
   

  	
  FY 02 LE

  	
   

  	
  FY 02 B

  	
   

  	
  FY 01 A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Salaries / Wynagrodzenia (wraz z ZUS)

  	
   

  	
  35,711

  	
   

  	
  32,581

  	
   

  	
  32,582

  	
   

  	
  40,095

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  35

  	
  %

  	
  43

  	
  %

  	
  39

  	
  %

  	
  41

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  10

  	
  %

  	
  0

  	
  %

  	
  -19

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rental and maintenance of buildings / Wynajem i utrzymanie budynków

  	
   

  	
  11,388

  	
   

  	
  9,831

  	
   

  	
  10,430

  	
   

  	
  4,722

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  11

  	
  %

  	
  13

  	
  %

  	
  13

  	
  %

  	
  5

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  16

  	
  %

  	
  -6

  	
  %

  	
  121

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marketing and research / Reklama

  	
   

  	
  12,007

  	
   

  	
  11,085

  	
   

  	
  13,589

  	
   

  	
  16,045

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  12

  	
  %

  	
  14

  	
  %

  	
  16

  	
  %

  	
  16

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  8

  	
  %

  	
  -18

  	
  %

  	
  -15

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consulting services / Uslugi doradcze

  	
   

  	
  3,558

  	
   

  	
  3,686

  	
   

  	
  6,775

  	
   

  	
  5,783

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  3

  	
  %

  	
  5

  	
  %

  	
  8

  	
  %

  	
  6

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -3

  	
  %

  	
  -46

  	
  %

  	
  17

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecommunication charges / Telekomunikacja

  	
   

  	
  3,311

  	
   

  	
  3,284

  	
   

  	
  3,925

  	
   

  	
  4,784

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  3

  	
  %

  	
  4

  	
  %

  	
  5

  	
  %

  	
  5

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  1

  	
  %

  	
  -16

  	
  %

  	
  -18

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transportation services and automobile expenses / Transport i
  samochody

  	
   

  	
  1,668

  	
   

  	
  1,512

  	
   

  	
  2,275

  	
   

  	
  2,931

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  2

  	
  %

  	
  2

  	
  %

  	
  3

  	
  %

  	
  3

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  10

  	
  %

  	
  -34

  	
  %

  	
  -22

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Travelling and entertainment / Podróże slużbowe i reprezentacja

  	
   

  	
  2,218

  	
   

  	
  2,340

  	
   

  	
  2,448

  	
   

  	
  2,784

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  2

  	
  %

  	
  3

  	
  %

  	
  3

  	
  %

  	
  3

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -5

  	
  %

  	
  -4

  	
  %

  	
  -12

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Training / Szkolenia

  	
   

  	
  618

  	
   

  	
  271

  	
   

  	
  772

  	
   

  	
  615

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  1

  	
  %

  	
  0

  	
  %

  	
  1

  	
  %

  	
  1

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  128

  	
  %

  	
  -65

  	
  %

  	
  26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Insurance / Ubezbieczenia

  	
   

  	
  899

  	
   

  	
  991

  	
   

  	
  1,087

  	
   

  	
  1,139

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  1

  	
  %

  	
  1

  	
  %

  	
  1

  	
  %

  	
  1

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -9

  	
  %

  	
  -9

  	
  %

  	
  -5

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Office supplies / Materialy biurowe

  	
   

  	
  1,110

  	
   

  	
  1,361

  	
   

  	
  1,449

  	
   

  	
  1,537

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  1

  	
  %

  	
  2

  	
  %

  	
  2

  	
  %

  	
  2

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -18

  	
  %

  	
  -6

  	
  %

  	
  -6

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Taxes and charges / Podatki i oplaty

  	
   

  	
  3,665

  	
   

  	
  4,297

  	
   

  	
  3,729

  	
   

  	
  4,488

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  4

  	
  %

  	
  6

  	
  %

  	
  4

  	
  %

  	
  5

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -15

  	
  %

  	
  15

  	
  %

  	
  -17

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Management provision / Rezerwa ogólnego zarządu

  	
   

  	
  —

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  (1,200

  	
  )

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  -1

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -100

  	
  %

  	
  0

  	
  %

  	
  -100

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bad debts written off / Spisane należności

  	
   

  	
  —

  	
   

  	
  177

  	
   

  	
  —

  	
   

  	
  69

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -100

  	
  %

  	
  0

  	
  %

  	
  -100

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Doubtful debts provided for / Rezerwa na nieściągalne należności

  	
   

  	
  1,000

  	
   

  	
  2,977

  	
   

  	
  2,576

  	
   

  	
  3,534

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  1

  	
  %

  	
  4

  	
  %

  	
  3

  	
  %

  	
  4

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  -66

  	
  %

  	
  16

  	
  %

  	
  -27

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payables written off / Odpisane zobowiązania

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  (2

  	
  )

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  -100

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other / Pozostale

  	
   

  	
  25,912

  	
   

  	
  2,087

  	
   

  	
  1,365

  	
   

  	
  11,233

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  25

  	
  %

  	
  3

  	
  %

  	
  2

  	
  %

  	
  11

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  1142

  	
  %

  	
  53

  	
  %

  	
  -88

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total SG&A / Koszty administracji i ogólnego zarządu RAZEM

  	
   

  	
  103,066

  	
   

  	
  76,480

  	
   

  	
  83,003

  	
   

  	
  98,558

  	
   

  
	
  (% of Total SG&A Costs) / (% kosztów A&OZ razem)

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  
	
  (% change) / (%zmiana)

  	
   

  	
  35

  	
  %

  	
  -8

  	
  %

  	
  -16

  	
  %

  	
   

  	
   

  



 


55

















 


Balance Sheet
(‘000 PLN) / Bilans


 


	
  TVN Consolidated

  	
   

  	
  FY 03 B

  	
   

  	
  FY 02 LE

  	
   

  	
  FY 02 B

  	
   

  	
  FY 01 A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property, plant and
  equipment/Rzeczowy majątek trwaly

  	
   

  	
  80,735

  	
   

  	
  59,546

  	
   

  	
  54,053

  	
   

  	
  69,936

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intangible assets/Wartości
  niematerialne i prawne

  	
   

  	
  23,709

  	
   

  	
  21,212

  	
   

  	
  23,285

  	
   

  	
  27,806

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-current program
  rights/Licencje programowe

  	
   

  	
  61,708

  	
   

  	
  33,010

  	
   

  	
  45,741

  	
   

  	
  25,709

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-term
  investments/Majątek finansowy

  	
   

  	
  12,014

  	
   

  	
  11,388

  	
   

  	
  10,966

  	
   

  	
  10,968

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-current receivables/ Należności dlugoterminowe

  	
   

  	
  31,844

  	
   

  	
  30,908

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-current assets/Majątek
  trwaly

  	
   

  	
  210,009

  	
   

  	
  156,065

  	
   

  	
  134,046

  	
   

  	
  134,419

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current program rights/Licencje
  programowe

  	
   

  	
  67,643

  	
   

  	
  72,843

  	
   

  	
  18,000

  	
   

  	
  20,501

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current capitalised local
  production cost/Kapitalizacja produkcji lokalnej

  	
   

  	
  17,075

  	
   

  	
  16,118

  	
   

  	
  11,036

  	
   

  	
  7,711

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trade
  receivables/Należności handlowe

  	
   

  	
  89,833

  	
   

  	
  70,463

  	
   

  	
  83,069

  	
   

  	
  76,433

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barter
  receivables/Należności barterowe

  	
   

  	
  2,474

  	
   

  	
  0

  	
   

  	
  1,402

  	
   

  	
  14,579

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  receivables/Należności pozostale

  	
   

  	
  25,249

  	
   

  	
  67,703

  	
   

  	
  29,340

  	
   

  	
  43,645

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash and cash
  equivalents/Środki pieniężne

  	
   

  	
  43,849

  	
   

  	
  8,711

  	
   

  	
  100,609

  	
   

  	
  24,825

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current assets/Majątek
  obrotowy

  	
   

  	
  246,123

  	
   

  	
  235,838

  	
   

  	
  243,457

  	
   

  	
  187,694

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL ASSETS/SUMA AKTYWÓW

  	
   

  	
  456,132

  	
   

  	
  391,902

  	
   

  	
  377,502

  	
   

  	
  322,113

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equity/Kapital wlasny

  	
   

  	
  132,243

  	
   

  	
  42,529

  	
   

  	
  52,532

  	
   

  	
  (24,424

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-term borrowings/Kredyty
  dlugoterminowe

  	
   

  	
  147,463

  	
   

  	
  208,074

  	
   

  	
  49,784

  	
   

  	
  73,498

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Related party
  borrowings/Pożyczki od stron powiązanych

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  145,584

  	
   

  	
  133,552

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trade payables/Zobowiązania
  handlowe

  	
   

  	
  81,419

  	
   

  	
  65,472

  	
   

  	
  71,338

  	
   

  	
  57,699

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barter
  payables/Zobowiązania barterowe

  	
   

  	
  1,939

  	
   

  	
  1,146

  	
   

  	
  636

  	
   

  	
  3,217

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Related party
  payables/Zobowiązania wobec stron powiązanych

  	
   

  	
  3,246

  	
   

  	
  13,038

  	
   

  	
  —

  	
   

  	
  12,898

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Overdrafts and short term
  loans/Kredyty handlowe

  	
   

  	
  49,154

  	
   

  	
  9,737

  	
   

  	
  39,827

  	
   

  	
  33,014

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Provisions for liabilities and
  charges/Rezerwy

  	
   

  	
  1,746

  	
   

  	
  3,430

  	
   

  	
  1,915

  	
   

  	
  1,942

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  State payables/Zobowiązania
  z tytulu cel, podatków ...

  	
   

  	
  4,664

  	
   

  	
  4,501

  	
   

  	
  —

  	
   

  	
  9,195

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other short-term liabilities and
  accruals/Pozostale zobowiązania krótkoterminowe

  	
   

  	
  34,258

  	
   

  	
  43,975

  	
   

  	
  15,887

  	
   

  	
  21,521

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  payables/Zobowiązania krótkoterminowe i fundusze specjalne

  	
   

  	
  176,426

  	
   

  	
  141,299

  	
   

  	
  129,602

  	
   

  	
  139,487

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL LIABILITIES/SUMA PASYWÓW

  	
   

  	
  456,132

  	
   

  	
  391,902

  	
   

  	
  377,502

  	
   

  	
  322,113

  	
   

  



 


56

















 


Cash Flow
Statement  (‘000 PLN) / Sprawozdanie z
przeplywu środków pieniężnych


 


	
  TVN Consolidated /Sprawozdanie z
  przeplywu środków pieniężnych

  	
   

  	
  FY 03 B

  	
   

  	
  FY 02 LE

  	
   

  	
  FY 02 B

  	
   

  	
  FY 01 A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating activities / Dzialalność operacyjna

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash (used in)/generated from
  operations / Środki pieniężne z dzialalności operacyjnej

  	
   

  	
  87,477

  	
   

  	
  74,734

  	
   

  	
  125,909

  	
   

  	
  69,241

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest received / Odsetki otrzymane

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  421

  	
   

  	
  4,457

  	
   

  
	
  Interest paid / Odsetki zaplacone

  	
   

  	
  (7,434

  	
  )

  	
  —

  	
   

  	
  (28,339

  	
  )

  	
  (28,600

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax (paid)/received / Podatek zaplacony

  	
   

  	
  (1,341

  	
  )

  	
  (44,670

  	
  )

  	
  (29,814

  	
  )

  	
  (6,859

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net cash used in operating
  activities / Środki pieniężne netto z dzialaności operacyjnej

  	
   

  	
  78,703

  	
   

  	
  30,064

  	
   

  	
  68,178

  	
   

  	
  38,239

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investing activities / Dzialalność inwestycyjna

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payments to acquire property, plant and equipment / Nabycie
  majątku trwalego

  	
   

  	
  (33,388

  	
  )

  	
  (11,983

  	
  )

  	
  (13,006

  	
  )

  	
  (45,596

  	
  )

  
	
  Proceeds from disposal of property, plant and equipment/ Sprzedaż
  skladników majątku trwalego

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,059

  	
   

  
	
  Payments to acquire intangible assets / Nabycie wartości
  niematerialnych i prawnych

  	
   

  	
  (41,348

  	
  )

  	
  (11,943

  	
  )

  	
  (7,931

  	
  )

  	
  (9,367

  	
  )

  
	
  Payments to acquire long-term investments /

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  Payments to acquire subsidiary, net of cash acquired / Nabycie akcji i
  udzialów w jednostkach zależnych

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net cash inflow/outflow from
  investing activities / Środki pieniężne netto z
  dzialalności inwestycyjnej

  	
   

  	
  (74,736

  	
  )

  	
  (23,926

  	
  )

  	
  (20,936

  	
  )

  	
  (53,904

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financing activities / Dzialalność finansowa

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Proceeds received from short term loans / Zaciągnięcie
  krótkoterminowych kredytów bankowych

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  Proceeds received from long term loans / Zaciągnięcie
  dlugoterminowych kredytów bankowych

  	
   

  	
  (45,208

  	
  )

  	
  134,576

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  Payments made on short term loans / Splata krótkoterminowych kredytów
  bankowych

  	
   

  	
  39,417

  	
   

  	
  (23,276

  	
  )

  	
  —

  	
   

  	
   

  	
   

  
	
  Payments made on long term loans / Splata dlugoterminowych kredytów
  bankowych

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  (39,827

  	
  )

  	
  (25,025

  	
  )

  
	
  Proceeds from related party borrowings/ Zaciągnięcie
  dlugoterminowych pożyczek

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  59,845

  	
   

  
	
  Payments made on related party borrowings/ Splata dlugoterminowych
  pożyczek

  	
   

  	
  —

  	
   

  	
  (133,552

  	
  )

  	
  —

  	
   

  	
  (6,977

  	
  )

  
	
  Proceeds from share capital issue / Przychody ze zwiększenia
  kapitalu

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net cash inflow/outflow from
  financing activities / Środki pieniężne netto z
  dzialaności finansowej

  	
   

  	
  (5,790

  	
  )

  	
  (22,252

  	
  )

  	
  (39,827

  	
  )

  	
  27,843

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash increase/(decrease) /
  Zmiana stanu środków pieniężnych netto

  	
   

  	
  (1,824

  	
  )

  	
  (16,114

  	
  )

  	
  7,415

  	
   

  	
  12,178

  	
   

  



 












* 
some estimated disclosures / niektóre wartości estymowane


 


57

















TVN
consolidated Income Statement


 


	
  TVN

  	
   

  	
  0301

  	
   

  	
  0302

  	
   

  	
  0303

  	
   

  	
  0304

  	
   

  	
  0305

  	
   

  	
  0306

  	
   

  	
  0307

  	
   

  	
  0308

  	
   

  	
  0309

  	
   

  	
  0310

  	
   

  	
  0311

  	
   

  	
  0312

  	
   

  
	
   

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  
	
  Income statement

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue

  	
   

  	
  36,180,140

  	
   

  	
  38,943,981

  	
   

  	
  56,559,692

  	
   

  	
  53,732,643

  	
   

  	
  51,646,386

  	
   

  	
  40,615,144

  	
   

  	
  26,731,541

  	
   

  	
  27,270,257

  	
   

  	
  45,738,609

  	
   

  	
  60,772,106

  	
   

  	
  64,754,880

  	
   

  	
  46,989,643

  	
   

  
	
  Net revenue from advertising spot sales

  	
   

  	
  32,270,545

  	
   

  	
  34,671,246

  	
   

  	
  50,242,060

  	
   

  	
  47,268,919

  	
   

  	
  44,305,947

  	
   

  	
  35,106,237

  	
   

  	
  23,147,082

  	
   

  	
  23,633,030

  	
   

  	
  39,049,018

  	
   

  	
  53,695,564

  	
   

  	
  57,499,981

  	
   

  	
  41,487,200

  	
   

  
	
  Barter revenue

  	
   

  	
  1,513,010

  	
   

  	
  1,626,152

  	
   

  	
  2,356,048

  	
   

  	
  2,217,139

  	
   

  	
  2,078,159

  	
   

  	
  1,646,626

  	
   

  	
  1,084,458

  	
   

  	
  1,107,228

  	
   

  	
  1,832,310

  	
   

  	
  2,519,260

  	
   

  	
  2,697,619

  	
   

  	
  1,945,162

  	
   

  
	
  Sponsoring

  	
   

  	
  563,251

  	
   

  	
  813,251

  	
   

  	
  2,128,250

  	
   

  	
  2,413,251

  	
   

  	
  3,428,948

  	
   

  	
  2,028,947

  	
   

  	
  666,667

  	
   

  	
  696,667

  	
   

  	
  3,023,947

  	
   

  	
  2,723,948

  	
   

  	
  2,723,948

  	
   

  	
  1,723,947

  	
   

  
	
  Audiotele

  	
   

  	
  1,416,667

  	
   

  	
  1,416,666

  	
   

  	
  1,416,667

  	
   

  	
  1,416,667

  	
   

  	
  1,416,666

  	
   

  	
  1,416,667

  	
   

  	
  1,416,667

  	
   

  	
  1,416,666

  	
   

  	
  1,416,667

  	
   

  	
  1,416,667

  	
   

  	
  1,416,666

  	
   

  	
  1,416,667

  	
   

  
	
  Teleshopping

  	
   

  	
  416,667

  	
   

  	
  416,666

  	
   

  	
  416,667

  	
   

  	
  416,667

  	
   

  	
  416,666

  	
   

  	
  416,667

  	
   

  	
  416,667

  	
   

  	
  416,666

  	
   

  	
  416,667

  	
   

  	
  416,667

  	
   

  	
  416,666

  	
   

  	
  416,667

  	
   

  
	
  Revenue from cable operators

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other revenue

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue from related parties

  	
   

  	
  618,963

  	
   

  	
  634,492

  	
   

  	
  842,272

  	
   

  	
  939,622

  	
   

  	
  880,212

  	
   

  	
  817,091

  	
   

  	
  444,324

  	
   

  	
  445,128

  	
   

  	
  734,753

  	
   

  	
  789,806

  	
   

  	
  806,110

  	
   

  	
  757,107

  	
   

  
	
  Revenue from ITI Group

  	
   

  	
  618,963

  	
   

  	
  634,492

  	
   

  	
  842,272

  	
   

  	
  939,622

  	
   

  	
  880,212

  	
   

  	
  817,091

  	
   

  	
  444,324

  	
   

  	
  445,128

  	
   

  	
  734,753

  	
   

  	
  789,806

  	
   

  	
  806,110

  	
   

  	
  757,107

  	
   

  
	
  ITI Cinema

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Tenbit

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Endemol Neovision

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other

  	
   

  	
  618,963

  	
   

  	
  634,492

  	
   

  	
  842,272

  	
   

  	
  939,622

  	
   

  	
  880,212

  	
   

  	
  817,091

  	
   

  	
  444,324

  	
   

  	
  445,128

  	
   

  	
  734,753

  	
   

  	
  789,806

  	
   

  	
  806,110

  	
   

  	
  757,107

  	
   

  
	
  Total revenue

  	
   

  	
  36,799,103

  	
   

  	
  39,578,473

  	
   

  	
  57,401,964

  	
   

  	
  54,672,265

  	
   

  	
  52,526,598

  	
   

  	
  41,432,235

  	
   

  	
  27,175,865

  	
   

  	
  27,715,385

  	
   

  	
  46,473,362

  	
   

  	
  61,561,912

  	
   

  	
  65,560,990

  	
   

  	
  47,746,750

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating costs

  	
   

  	
  21,580,067

  	
   

  	
  20,450,739

  	
   

  	
  29,543,068

  	
   

  	
  29,232,202

  	
   

  	
  28,131,507

  	
   

  	
  23,029,904

  	
   

  	
  18,753,045

  	
   

  	
  16,036,793

  	
   

  	
  27,689,243

  	
   

  	
  30,191,393

  	
   

  	
  27,825,697

  	
   

  	
  23,045,439

  	
   

  
	
  Program licences purchased from JHH

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Dubbing and voice-over

  	
   

  	
  197,883

  	
   

  	
  197,884

  	
   

  	
  197,883

  	
   

  	
  197,883

  	
   

  	
  197,884

  	
   

  	
  197,883

  	
   

  	
  197,883

  	
   

  	
  197,884

  	
   

  	
  197,883

  	
   

  	
  197,883

  	
   

  	
  197,884

  	
   

  	
  197,883

  	
   

  
	
  Amortisation of programming licences

  	
   

  	
  7,190,098

  	
   

  	
  6,681,772

  	
   

  	
  8,605,870

  	
   

  	
  9,518,716

  	
   

  	
  8,079,660

  	
   

  	
  7,755,412

  	
   

  	
  7,720,321

  	
   

  	
  6,917,130

  	
   

  	
  6,666,436

  	
   

  	
  9,246,940

  	
   

  	
  7,627,028

  	
   

  	
  7,770,094

  	
   

  
	
  Local production cost

  	
   

  	
  8,470,891

  	
   

  	
  8,218,738

  	
   

  	
  13,325,760

  	
   

  	
  12,977,174

  	
   

  	
  13,088,437

  	
   

  	
  8,535,551

  	
   

  	
  4,407,692

  	
   

  	
  4,291,006

  	
   

  	
  13,177,493

  	
   

  	
  13,293,107

  	
   

  	
  12,685,521

  	
   

  	
  8,407,634

  	
   

  
	
  Salaries

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Wages and salaries

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Social security costs

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  External production costs

  	
   

  	
  4,402,050

  	
   

  	
  4,199,000

  	
   

  	
  11,970,350

  	
   

  	
  11,621,500

  	
   

  	
  11,719,500

  	
   

  	
  7,125,350

  	
   

  	
  625,000

  	
   

  	
  625,000

  	
   

  	
  11,775,500

  	
   

  	
  11,915,850

  	
   

  	
  11,315,000

  	
   

  	
  7,049,850

  	
   

  
	
  Prizes

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  News services

  	
   

  	
  1,327,642

  	
   

  	
  1,315,673

  	
   

  	
  1,315,410

  	
   

  	
  1,315,674

  	
   

  	
  1,328,937

  	
   

  	
  1,316,201

  	
   

  	
  1,250,159

  	
   

  	
  1,278,473

  	
   

  	
  1,361,993

  	
   

  	
  1,337,257

  	
   

  	
  1,330,521

  	
   

  	
  1,317,784

  	
   

  
	
  Amortisation of capitalised
  production cost

  	
   

  	
  2,701,199

  	
   

  	
  2,664,065

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  54,000

  	
   

  	
  2,492,533

  	
   

  	
  2,347,533

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other program costs

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  
	
  Royalties (ZAiKS)

  	
   

  	
  1,434,381

  	
   

  	
  1,190,749

  	
   

  	
  1,963,979

  	
   

  	
  1,866,992

  	
   

  	
  1,794,428

  	
   

  	
  1,416,568

  	
   

  	
  939,781

  	
   

  	
  958,249

  	
   

  	
  1,592,309

  	
   

  	
  2,109,109

  	
   

  	
  2,245,900

  	
   

  	
  1,635,309

  	
   

  
	
  Broadcasting cost

  	
   

  	
  4,187,418

  	
   

  	
  4,075,104

  	
   

  	
  4,075,574

  	
   

  	
  4,254,969

  	
   

  	
  4,127,936

  	
   

  	
  4,085,857

  	
   

  	
  5,128,981

  	
   

  	
  3,422,757

  	
   

  	
  4,232,005

  	
   

  	
  4,545,371

  	
   

  	
  4,238,808

  	
   

  	
  4,203,963

  	
   

  
	
  Terrestial transmitters charges

  	
   

  	
  808,344

  	
   

  	
  681,444

  	
   

  	
  681,444

  	
   

  	
  877,625

  	
   

  	
  703,205

  	
   

  	
  703,205

  	
   

  	
  956,466

  	
   

  	
  709,418

  	
   

  	
  709,416

  	
   

  	
  1,001,624

  	
   

  	
  747,372

  	
   

  	
  747,373

  	
   

  
	
  Satellite charges

  	
   

  	
  3,214,232

  	
   

  	
  3,218,819

  	
   

  	
  3,219,288

  	
   

  	
  3,202,502

  	
   

  	
  3,181,890

  	
   

  	
  3,207,810

  	
   

  	
  3,997,673

  	
   

  	
  2,538,498

  	
   

  	
  3,359,747

  	
   

  	
  3,380,905

  	
   

  	
  3,328,595

  	
   

  	
  3,281,748

  	
   

  
	
  Other broadcasting cost

  	
   

  	
  164,842

  	
   

  	
  174,841

  	
   

  	
  174,842

  	
   

  	
  174,842

  	
   

  	
  242,841

  	
   

  	
  174,842

  	
   

  	
  174,842

  	
   

  	
  174,841

  	
   

  	
  162,842

  	
   

  	
  162,842

  	
   

  	
  162,841

  	
   

  	
  174,842

  	
   

  
	
  Costs of special sales

  	
   

  	
  99,396

  	
   

  	
  86,492

  	
   

  	
  1,374,002

  	
   

  	
  416,468

  	
   

  	
  843,162

  	
   

  	
  1,038,633

  	
   

  	
  358,387

  	
   

  	
  249,767

  	
   

  	
  1,823,117

  	
   

  	
  798,983

  	
   

  	
  830,556

  	
   

  	
  830,556

  	
   

  
	
  Operating income

  	
   

  	
  15,219,036

  	
   

  	
  19,127,734

  	
   

  	
  27,858,896

  	
   

  	
  25,440,063

  	
   

  	
  24,395,091

  	
   

  	
  18,402,331

  	
   

  	
  8,422,820

  	
   

  	
  11,678,592

  	
   

  	
  18,784,119

  	
   

  	
  31,370,519

  	
   

  	
  37,735,293

  	
   

  	
  24,701,311

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Selling, general and
  administration expenses

  	
   

  	
  9,359,442

  	
   

  	
  7,810,049

  	
   

  	
  12,929,925

  	
   

  	
  8,401,544

  	
   

  	
  7,934,552

  	
   

  	
  7,638,457

  	
   

  	
  7,679,971

  	
   

  	
  7,596,184

  	
   

  	
  9,668,723

  	
   

  	
  8,305,820

  	
   

  	
  7,547,429

  	
   

  	
  8,194,246

  	
   

  
	
  Salaries

  	
   

  	
  3,073,750

  	
   

  	
  3,013,523

  	
   

  	
  3,013,784

  	
   

  	
  3,007,095

  	
   

  	
  2,952,349

  	
   

  	
  2,933,572

  	
   

  	
  2,915,717

  	
   

  	
  2,915,566

  	
   

  	
  2,893,789

  	
   

  	
  2,897,185

  	
   

  	
  2,863,762

  	
   

  	
  3,231,330

  	
   

  
	
  Wages and salaries

  	
   

  	
  2,617,720

  	
   

  	
  2,590,234

  	
   

  	
  2,611,556

  	
   

  	
  2,627,051

  	
   

  	
  2,599,301

  	
   

  	
  2,594,756

  	
   

  	
  2,584,710

  	
   

  	
  2,604,194

  	
   

  	
  2,601,260

  	
   

  	
  2,616,516

  	
   

  	
  2,600,343

  	
   

  	
  2,924,919

  	
   

  
	
  Social security costs

  	
   

  	
  456,030

  	
   

  	
  423,289

  	
   

  	
  402,228

  	
   

  	
  380,044

  	
   

  	
  353,048

  	
   

  	
  338,816

  	
   

  	
  331,007

  	
   

  	
  311,372

  	
   

  	
  292,529

  	
   

  	
  280,669

  	
   

  	
  263,419

  	
   

  	
  306,411

  	
   

  
	
  Rental and maintenance of buildings

  	
   

  	
  950,298

  	
   

  	
  937,965

  	
   

  	
  937,491

  	
   

  	
  (1,467,714

  	
  )

  	
  324,350

  	
   

  	
  327,600

  	
   

  	
  338,430

  	
   

  	
  5,216,185

  	
   

  	
  985,217

  	
   

  	
  950,892

  	
   

  	
  941,287

  	
   

  	
  945,511

  	
   

  
	
  Marketing and research

  	
   

  	
  1,455,078

  	
   

  	
  636,092

  	
   

  	
  1,613,806

  	
   

  	
  3,415,910

  	
   

  	
  1,475,720

  	
   

  	
  1,134,607

  	
   

  	
  1,262,817

  	
   

  	
  (3,680,743

  	
  )

  	
  2,021,453

  	
   

  	
  1,158,838

  	
   

  	
  682,953

  	
   

  	
  830,683

  	
   

  
	
  Consulting services

  	
   

  	
  311,311

  	
   

  	
  302,847

  	
   

  	
  297,261

  	
   

  	
  352,546

  	
   

  	
  272,968

  	
   

  	
  307,840

  	
   

  	
  267,773

  	
   

  	
  297,969

  	
   

  	
  276,717

  	
   

  	
  294,090

  	
   

  	
  247,774

  	
   

  	
  329,264

  	
   

  
	
  Telecommunication charges

  	
   

  	
  278,800

  	
   

  	
  283,800

  	
   

  	
  284,000

  	
   

  	
  273,800

  	
   

  	
  273,800

  	
   

  	
  273,800

  	
   

  	
  273,800

  	
   

  	
  273,800

  	
   

  	
  273,800

  	
   

  	
  274,000

  	
   

  	
  273,800

  	
   

  	
  273,800

  	
   

  
	
  Transportation services and automobile expenses

  	
   

  	
  297,745

  	
   

  	
  135,043

  	
   

  	
  129,301

  	
   

  	
  135,009

  	
   

  	
  110,263

  	
   

  	
  122,397

  	
   

  	
  124,858

  	
   

  	
  112,723

  	
   

  	
  124,697

  	
   

  	
  147,072

  	
   

  	
  103,633

  	
   

  	
  124,833

  	
   

  
	
  Costs relating to disputes with the supplier of TV equipment

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Travelling and entertainment

  	
   

  	
  185,007

  	
   

  	
  166,960

  	
   

  	
  158,043

  	
   

  	
  242,103

  	
   

  	
  220,528

  	
   

  	
  188,649

  	
   

  	
  157,732

  	
   

  	
  154,711

  	
   

  	
  204,078

  	
   

  	
  224,949

  	
   

  	
  161,827

  	
   

  	
  153,859

  	
   

  
	
  Training

  	
   

  	
  93,267

  	
   

  	
  40,598

  	
   

  	
  61,012

  	
   

  	
  67,271

  	
   

  	
  34,002

  	
   

  	
  30,594

  	
   

  	
  47,139

  	
   

  	
  41,002

  	
   

  	
  75,153

  	
   

  	
  55,944

  	
   

  	
  44,088

  	
   

  	
  28,230

  	
   

  
	
  Insurance

  	
   

  	
  74,076

  	
   

  	
  74,077

  	
   

  	
  74,077

  	
   

  	
  75,234

  	
   

  	
  75,235

  	
   

  	
  75,234

  	
   

  	
  75,234

  	
   

  	
  75,235

  	
   

  	
  75,235

  	
   

  	
  75,234

  	
   

  	
  75,235

  	
   

  	
  75,234

  	
   

  
	
  Office supplies

  	
   

  	
  107,539

  	
   

  	
  81,001

  	
   

  	
  154,777

  	
   

  	
  77,339

  	
   

  	
  75,055

  	
   

  	
  80,750

  	
   

  	
  122,796

  	
   

  	
  80,005

  	
   

  	
  97,654

  	
   

  	
  75,901

  	
   

  	
  76,146

  	
   

  	
  81,227

  	
   

  
	
  Taxes and charges

  	
   

  	
  292,189

  	
   

  	
  261,294

  	
   

  	
  284,601

  	
   

  	
  345,025

  	
   

  	
  251,199

  	
   

  	
  274,181

  	
   

  	
  237,266

  	
   

  	
  241,799

  	
   

  	
  752,499

  	
   

  	
  272,531

  	
   

  	
  221,115

  	
   

  	
  230,901

  	
   

  
	
  Provision for VAT

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Management provision

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Bad debts written off

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Doubtful debts provided for

  	
   

  	
  83,333

  	
   

  	
  83,334

  	
   

  	
  83,333

  	
   

  	
  83,333

  	
   

  	
  83,334

  	
   

  	
  83,333

  	
   

  	
  83,333

  	
   

  	
  83,334

  	
   

  	
  83,333

  	
   

  	
  83,333

  	
   

  	
  83,334

  	
   

  	
  83,333

  	
   

  
	
  Payables written off

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other

  	
   

  	
  2,157,049

  	
   

  	
  1,793,515

  	
   

  	
  5,838,439

  	
   

  	
  1,794,593

  	
   

  	
  1,785,749

  	
   

  	
  1,805,900

  	
   

  	
  1,773,076

  	
   

  	
  1,784,598

  	
   

  	
  1,805,098

  	
   

  	
  1,795,851

  	
   

  	
  1,772,475

  	
   

  	
  1,806,041

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other operating (income) /
  expense, net

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  
	
  Property, plant and equipment payables written off

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other, net

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating income / loss prior to
  depreciation (EBITDA)

  	
   

  	
  5,854,594

  	
   

  	
  11,312,685

  	
   

  	
  14,923,971

  	
   

  	
  17,033,519

  	
   

  	
  16,455,539

  	
   

  	
  10,758,874

  	
   

  	
  737,849

  	
   

  	
  4,077,408

  	
   

  	
  9,110,396

  	
   

  	
  23,059,699

  	
   

  	
  30,182,864

  	
   

  	
  16,502,065

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Depreciation

  	
   

  	
  2,194,906

  	
   

  	
  1,981,437

  	
   

  	
  2,032,119

  	
   

  	
  2,109,177

  	
   

  	
  2,079,586

  	
   

  	
  2,127,080

  	
   

  	
  2,154,519

  	
   

  	
  2,470,320

  	
   

  	
  4,047,158

  	
   

  	
  2,506,814

  	
   

  	
  2,550,791

  	
   

  	
  2,589,756

  	
   

  
	
  Property, plant and equipment

  	
   

  	
  1,501,538

  	
   

  	
  1,250,478

  	
   

  	
  1,303,511

  	
   

  	
  1,254,597

  	
   

  	
  1,212,529

  	
   

  	
  1,249,900

  	
   

  	
  1,281,960

  	
   

  	
  1,597,123

  	
   

  	
  3,126,854

  	
   

  	
  1,591,897

  	
   

  	
  1,640,072

  	
   

  	
  1,679,202

  	
   

  
	
  Intangible assets

  	
   

  	
  693,368

  	
   

  	
  730,959

  	
   

  	
  728,608

  	
   

  	
  854,580

  	
   

  	
  867,057

  	
   

  	
  877,180

  	
   

  	
  872,559

  	
   

  	
  873,197

  	
   

  	
  920,304

  	
   

  	
  914,917

  	
   

  	
  910,719

  	
   

  	
  910,554

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating profit / loss

  	
   

  	
  3,659,688

  	
   

  	
  9,331,248

  	
   

  	
  12,891,852

  	
   

  	
  14,924,342

  	
   

  	
  14,375,953

  	
   

  	
  8,631,794

  	
   

  	
  (1,416,670

  	
  )

  	
  1,607,088

  	
   

  	
  5,063,238

  	
   

  	
  20,552,885

  	
   

  	
  27,632,073

  	
   

  	
  13,912,309

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finance costs, net

  	
   

  	
  3,180,027

  	
   

  	
  1,826,675

  	
   

  	
  768,022

  	
   

  	
  469,345

  	
   

  	
  (99,794

  	
  )

  	
  1,524,942

  	
   

  	
  1,785,320

  	
   

  	
  2,210,848

  	
   

  	
  3,300,072

  	
   

  	
  958,654

  	
   

  	
  (1,385,674

  	
  )

  	
  (1,250,255

  	
  )

  
	
  Interest income

  	
   

  	
  (154,441

  	
  )

  	
  (108,964

  	
  )

  	
  (132,604

  	
  )

  	
  (130,369

  	
  )

  	
  (128,753

  	
  )

  	
  (139,130

  	
  )

  	
  (145,467

  	
  )

  	
  (151,108

  	
  )

  	
  (165,073

  	
  )

  	
  (151,357

  	
  )

  	
  (120,028

  	
  )

  	
  (118,903

  	
  )

  
	
  Bank charges

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Interest expense on bank loans

  	
   

  	
  582,498

  	
   

  	
  595,494

  	
   

  	
  589,261

  	
   

  	
  576,469

  	
   

  	
  566,570

  	
   

  	
  611,276

  	
   

  	
  637,341

  	
   

  	
  660,076

  	
   

  	
  720,257

  	
   

  	
  655,221

  	
   

  	
  511,345

  	
   

  	
  504,012

  	
   

  
	
  Interest expense on related party borrowings

  	
   

  	
  44,483

  	
   

  	
  45,474

  	
   

  	
  45,594

  	
   

  	
  44,610

  	
   

  	
  44,043

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Penalty interest for late payments to trade and tax creditors

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  800

  	
   

  	
  (800

  	
  )

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other interest and charges

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  500

  	
   

  
	
  Foreign exchange losses

  	
   

  	
  3,191,168

  	
   

  	
  1,635,521

  	
   

  	
  545,537

  	
   

  	
  (407,859

  	
  )

  	
  (760,947

  	
  )

  	
  1,289,800

  	
   

  	
  1,649,979

  	
   

  	
  2,087,639

  	
   

  	
  3,562,411

  	
   

  	
  701,246

  	
   

  	
  (2,425,649

  	
  )

  	
  (1,740,538

  	
  )

  
	
  Foreign exchange gains

  	
   

  	
  (484,181

  	
  )

  	
  (341,350

  	
  )

  	
  (280,266

  	
  )

  	
  385,994

  	
   

  	
  178,793

  	
   

  	
  (237,504

  	
  )

  	
  (357,033

  	
  )

  	
  (387,059

  	
  )

  	
  (817,223

  	
  )

  	
  (246,956

  	
  )

  	
  648,158

  	
   

  	
  104,674

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Profit / loss before tax

  	
   

  	
  479,661

  	
   

  	
  7,504,573

  	
   

  	
  12,123,830

  	
   

  	
  14,454,997

  	
   

  	
  14,475,747

  	
   

  	
  7,106,852

  	
   

  	
  (3,201,990

  	
  )

  	
  (603,760

  	
  )

  	
  1,763,166

  	
   

  	
  19,594,231

  	
   

  	
  29,017,747

  	
   

  	
  15,162,564

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax

  	
   

  	
  129,509

  	
   

  	
  2,026,234

  	
   

  	
  3,273,434

  	
   

  	
  3,902,849

  	
   

  	
  3,908,452

  	
   

  	
  1,918,850

  	
   

  	
  (864,537

  	
  )

  	
  (163,015

  	
  )

  	
  476,055

  	
   

  	
  5,290,442

  	
   

  	
  7,834,791

  	
   

  	
  4,093,893

  	
   

  
	
  Corporate income tax

  	
   

  	
  129,509

  	
   

  	
  2,026,234

  	
   

  	
  3,273,434

  	
   

  	
  3,902,849

  	
   

  	
  3,908,452

  	
   

  	
  1,918,850

  	
   

  	
  (864,537

  	
  )

  	
  (163,015

  	
  )

  	
  476,055

  	
   

  	
  5,290,442

  	
   

  	
  7,834,791

  	
   

  	
  4,093,893

  	
   

  
	
  Deferred tax

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Profit / loss after tax before
  minority interest

  	
   

  	
  350,152

  	
   

  	
  5,478,339

  	
   

  	
  8,850,396

  	
   

  	
  10,552,148

  	
   

  	
  10,567,295

  	
   

  	
  5,188,002

  	
   

  	
  (2,337,453

  	
  )

  	
  (440,745

  	
  )

  	
  1,287,111

  	
   

  	
  14,303,789

  	
   

  	
  21,182,956

  	
   

  	
  11,068,671

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minority interest

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net profit / loss attributable
  to shareholders

  	
   

  	
  350,152

  	
   

  	
  5,478,339

  	
   

  	
  8,850,396

  	
   

  	
  10,552,148

  	
   

  	
  10,567,295

  	
   

  	
  5,188,002

  	
   

  	
  (2,337,453

  	
  )

  	
  (440,745

  	
  )

  	
  1,287,111

  	
   

  	
  14,303,789

  	
   

  	
  21,182,956

  	
   

  	
  11,068,671

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of shares

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Basic EPS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


58

















 


TVN
consolidated Income Statement


 


	
  TVN

  	
   

  	
  0301

  	
   

  	
  0302

  	
   

  	
  0303

  	
   

  	
  0304

  	
   

  	
  0305

  	
   

  	
  0306

  	
   

  	
  0307

  	
   

  	
  0308

  	
   

  	
  0309

  	
   

  	
  0310

  	
   

  	
  0311

  	
   

  	
  0312

  	
   

  
	
   

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  
	
  Income statement

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue

  	
   

  	
  36,180,140 

  	
   

  	
  75,124,121 

  	
   

  	
  131,683,813 

  	
   

  	
  185,416,456 

  	
   

  	
  237,062,842 

  	
   

  	
  277,677,986 

  	
   

  	
  304,409,527 

  	
   

  	
  331,679,784 

  	
   

  	
  377,418,393 

  	
   

  	
  438,190,499 

  	
   

  	
  502,945,379 

  	
   

  	
  549,935,022 

  	
   

  
	
  Net revenue from advertising spot sales

  	
   

  	
  32,270,545 

  	
   

  	
  66,941,791 

  	
   

  	
  117,183,851 

  	
   

  	
  164,452,770 

  	
   

  	
  208,758,717 

  	
   

  	
  243,864,954 

  	
   

  	
  267,012,036 

  	
   

  	
  290,645,066 

  	
   

  	
  329,694,084 

  	
   

  	
  383,389,648 

  	
   

  	
  440,889,629 

  	
   

  	
  482,376,829 

  	
   

  
	
  Barter revenue

  	
   

  	
  1,513,010 

  	
   

  	
  3,139,162 

  	
   

  	
  5,495,210 

  	
   

  	
  7,712,349 

  	
   

  	
  9,790,508 

  	
   

  	
  11,437,134 

  	
   

  	
  12,521,592 

  	
   

  	
  13,628,820 

  	
   

  	
  15,461,130 

  	
   

  	
  17,980,390 

  	
   

  	
  20,678,009 

  	
   

  	
  22,623,171 

  	
   

  
	
  Sponsoring

  	
   

  	
  563,251 

  	
   

  	
  1,376,502 

  	
   

  	
  3,504,752 

  	
   

  	
  5,918,003 

  	
   

  	
  9,346,951 

  	
   

  	
  11,375,898 

  	
   

  	
  12,042,565 

  	
   

  	
  12,739,232 

  	
   

  	
  15,763,179 

  	
   

  	
  18,487,127 

  	
   

  	
  21,211,075 

  	
   

  	
  22,935,022 

  	
   

  
	
  Audiotele

  	
   

  	
  1,416,667 

  	
   

  	
  2,833,333 

  	
   

  	
  4,250,000 

  	
   

  	
  5,666,667 

  	
   

  	
  7,083,333 

  	
   

  	
  8,500,000 

  	
   

  	
  9,916,667 

  	
   

  	
  11,333,333 

  	
   

  	
  12,750,000 

  	
   

  	
  14,166,667 

  	
   

  	
  15,583,333 

  	
   

  	
  17,000,000 

  	
   

  
	
  Teleshopping

  	
   

  	
  416,667 

  	
   

  	
  833,333 

  	
   

  	
  1,250,000 

  	
   

  	
  1,666,667 

  	
   

  	
  2,083,333 

  	
   

  	
  2,500,000 

  	
   

  	
  2,916,667 

  	
   

  	
  3,333,333 

  	
   

  	
  3,750,000 

  	
   

  	
  4,166,667 

  	
   

  	
  4,583,333 

  	
   

  	
  5,000,000 

  	
   

  
	
  Revenue from cable operators

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Other revenue

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue from related parties

  	
   

  	
  618,963 

  	
   

  	
  1,253,455 

  	
   

  	
  2,095,727 

  	
   

  	
  3,035,349 

  	
   

  	
  3,915,561 

  	
   

  	
  4,732,652 

  	
   

  	
  5,176,976 

  	
   

  	
  5,622,104 

  	
   

  	
  6,356,857 

  	
   

  	
  7,146,663 

  	
   

  	
  7,952,773 

  	
   

  	
  8,709,880 

  	
   

  
	
  Revenue from ITI Group

  	
   

  	
  618,963 

  	
   

  	
  1,253,455 

  	
   

  	
  2,095,727 

  	
   

  	
  3,035,349 

  	
   

  	
  3,915,561 

  	
   

  	
  4,732,652 

  	
   

  	
  5,176,976 

  	
   

  	
  5,622,104 

  	
   

  	
  6,356,857 

  	
   

  	
  7,146,663 

  	
   

  	
  7,952,773 

  	
   

  	
  8,709,880 

  	
   

  
	
  ITI Cinema

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tenbit

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Endemol Neovision

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  618,963 

  	
   

  	
  1,253,455 

  	
   

  	
  2,095,727 

  	
   

  	
  3,035,349 

  	
   

  	
  3,915,561 

  	
   

  	
  4,732,652 

  	
   

  	
  5,176,976 

  	
   

  	
  5,622,104 

  	
   

  	
  6,356,857 

  	
   

  	
  7,146,663 

  	
   

  	
  7,952,773 

  	
   

  	
  8,709,880 

  	
   

  
	
  Total revenue

  	
   

  	
  36,799,103 

  	
   

  	
  76,377,576 

  	
   

  	
  133,779,540 

  	
   

  	
  188,451,805 

  	
   

  	
  240,978,403 

  	
   

  	
  282,410,638 

  	
   

  	
  309,586,503 

  	
   

  	
  337,301,888 

  	
   

  	
  383,775,250 

  	
   

  	
  445,337,162 

  	
   

  	
  510,898,152 

  	
   

  	
  558,644,902 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating costs

  	
   

  	
  21,580,067 

  	
   

  	
  42,030,806 

  	
   

  	
  71,573,874 

  	
   

  	
  100,806,076 

  	
   

  	
  128,937,583 

  	
   

  	
  151,967,487 

  	
   

  	
  170,720,532 

  	
   

  	
  186,757,325 

  	
   

  	
  214,446,568 

  	
   

  	
  244,637,961 

  	
   

  	
  272,463,658 

  	
   

  	
  295,509,097 

  	
   

  
	
  Program licences purchased from JHH

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Dubbing and voice-over

  	
   

  	
  197,883 

  	
   

  	
  395,767 

  	
   

  	
  593,650 

  	
   

  	
  791,533 

  	
   

  	
  989,417 

  	
   

  	
  1,187,300 

  	
   

  	
  1,385,183 

  	
   

  	
  1,583,067 

  	
   

  	
  1,780,950 

  	
   

  	
  1,978,833 

  	
   

  	
  2,176,717 

  	
   

  	
  2,374,600 

  	
   

  
	
  Amortisation of programming licences

  	
   

  	
  7,190,098 

  	
   

  	
  13,871,870 

  	
   

  	
  22,477,740 

  	
   

  	
  31,996,456 

  	
   

  	
  40,076,116 

  	
   

  	
  47,831,528 

  	
   

  	
  55,551,849 

  	
   

  	
  62,468,979 

  	
   

  	
  69,135,415 

  	
   

  	
  78,382,355 

  	
   

  	
  86,009,383 

  	
   

  	
  93,779,477 

  	
   

  
	
  Local production cost

  	
   

  	
  8,470,891 

  	
   

  	
  16,689,629 

  	
   

  	
  30,015,389 

  	
   

  	
  42,992,563 

  	
   

  	
  56,081,000 

  	
   

  	
  64,616,551 

  	
   

  	
  69,024,243 

  	
   

  	
  73,315,249 

  	
   

  	
  86,492,742 

  	
   

  	
  99,785,849 

  	
   

  	
  112,471,370 

  	
   

  	
  120,879,004 

  	
   

  
	
  Salaries

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Wages and salaries

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Social security costs

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  External production costs

  	
   

  	
  4,402,050 

  	
   

  	
  8,601,050 

  	
   

  	
  20,571,400 

  	
   

  	
  32,192,900 

  	
   

  	
  43,912,400 

  	
   

  	
  51,037,750 

  	
   

  	
  51,662,750 

  	
   

  	
  52,287,750 

  	
   

  	
  64,063,250 

  	
   

  	
  75,979,100 

  	
   

  	
  87,294,100 

  	
   

  	
  94,343,950 

  	
   

  
	
  Prizes

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  News services

  	
   

  	
  1,327,642 

  	
   

  	
  2,643,315 

  	
   

  	
  3,958,725 

  	
   

  	
  5,274,399 

  	
   

  	
  6,603,336 

  	
   

  	
  7,919,537 

  	
   

  	
  9,169,696 

  	
   

  	
  10,448,169 

  	
   

  	
  11,810,162 

  	
   

  	
  13,147,419 

  	
   

  	
  14,477,940 

  	
   

  	
  15,795,724 

  	
   

  
	
  Amortisation of capitalised
  production cost

  	
   

  	
  2,701,199 

  	
   

  	
  5,365,264 

  	
   

  	
  5,365,264 

  	
   

  	
  5,365,264 

  	
   

  	
  5,365,264 

  	
   

  	
  5,419,264 

  	
   

  	
  7,911,797 

  	
   

  	
  10,259,330 

  	
   

  	
  10,259,330 

  	
   

  	
  10,259,330 

  	
   

  	
  10,259,330 

  	
   

  	
  10,259,330 

  	
   

  
	
  Other program costs

  	
   

  	
  40,000 

  	
   

  	
  80,000 

  	
   

  	
  120,000 

  	
   

  	
  160,000 

  	
   

  	
  200,000 

  	
   

  	
  240,000 

  	
   

  	
  280,000 

  	
   

  	
  320,000 

  	
   

  	
  360,000 

  	
   

  	
  400,000 

  	
   

  	
  440,000 

  	
   

  	
  480,000 

  	
   

  
	
  Royalties (ZAiKS)

  	
   

  	
  1,434,381 

  	
   

  	
  2,625,130 

  	
   

  	
  4,589,109 

  	
   

  	
  6,456,101 

  	
   

  	
  8,250,529 

  	
   

  	
  9,667,097 

  	
   

  	
  10,606,878 

  	
   

  	
  11,565,127 

  	
   

  	
  13,157,436 

  	
   

  	
  15,266,545 

  	
   

  	
  17,512,445 

  	
   

  	
  19,147,754 

  	
   

  
	
  Broadcasting cost

  	
   

  	
  4,187,418 

  	
   

  	
  8,262,522 

  	
   

  	
  12,338,096 

  	
   

  	
  16,593,065 

  	
   

  	
  20,721,001 

  	
   

  	
  24,806,858 

  	
   

  	
  29,935,839 

  	
   

  	
  33,358,596 

  	
   

  	
  37,590,601 

  	
   

  	
  42,135,972 

  	
   

  	
  46,374,780 

  	
   

  	
  50,578,743 

  	
   

  
	
  Terrestial transmitters charges

  	
   

  	
  808,344 

  	
   

  	
  1,489,788 

  	
   

  	
  2,171,232 

  	
   

  	
  3,048,857 

  	
   

  	
  3,752,062 

  	
   

  	
  4,455,267 

  	
   

  	
  5,411,733 

  	
   

  	
  6,121,151 

  	
   

  	
  6,830,567 

  	
   

  	
  7,832,191 

  	
   

  	
  8,579,563 

  	
   

  	
  9,326,936 

  	
   

  
	
  Satellite charges

  	
   

  	
  3,214,232 

  	
   

  	
  6,433,051 

  	
   

  	
  9,652,339 

  	
   

  	
  12,854,841 

  	
   

  	
  16,036,731 

  	
   

  	
  19,244,541 

  	
   

  	
  23,242,214 

  	
   

  	
  25,780,712 

  	
   

  	
  29,140,459 

  	
   

  	
  32,521,364 

  	
   

  	
  35,849,959 

  	
   

  	
  39,131,707 

  	
   

  
	
  Other broadcasting cost

  	
   

  	
  164,842 

  	
   

  	
  339,683 

  	
   

  	
  514,525 

  	
   

  	
  689,367 

  	
   

  	
  932,208 

  	
   

  	
  1,107,050 

  	
   

  	
  1,281,892 

  	
   

  	
  1,456,733 

  	
   

  	
  1,619,575 

  	
   

  	
  1,782,417 

  	
   

  	
  1,945,258 

  	
   

  	
  2,120,100 

  	
   

  
	
  Costs of special sales

  	
   

  	
  99,396 

  	
   

  	
  185,888 

  	
   

  	
  1,559,890 

  	
   

  	
  1,976,358 

  	
   

  	
  2,819,520 

  	
   

  	
  3,858,153 

  	
   

  	
  4,216,540 

  	
   

  	
  4,466,307 

  	
   

  	
  6,289,424 

  	
   

  	
  7,088,407 

  	
   

  	
  7,918,963 

  	
   

  	
  8,749,519 

  	
   

  
	
  Operating income

  	
   

  	
  15,219,036 

  	
   

  	
  34,346,770 

  	
   

  	
  62,205,666 

  	
   

  	
  87,645,729 

  	
   

  	
  112,040,820 

  	
   

  	
  130,443,151 

  	
   

  	
  138,865,971 

  	
   

  	
  150,544,563 

  	
   

  	
  169,328,682 

  	
   

  	
  200,699,201 

  	
   

  	
  238,434,494 

  	
   

  	
  263,135,805 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Selling, general and
  administration expenses

  	
   

  	
  9,359,442 

  	
   

  	
  17,169,491 

  	
   

  	
  30,099,416 

  	
   

  	
  38,500,960 

  	
   

  	
  46,435,512 

  	
   

  	
  54,073,969 

  	
   

  	
  61,753,940 

  	
   

  	
  69,350,124 

  	
   

  	
  79,018,847 

  	
   

  	
  87,324,667 

  	
   

  	
  94,872,096 

  	
   

  	
  103,066,342 

  	
   

  
	
  Salaries

  	
   

  	
  3,073,750 

  	
   

  	
  6,087,273 

  	
   

  	
  9,101,057 

  	
   

  	
  12,108,152 

  	
   

  	
  15,060,501 

  	
   

  	
  17,994,073 

  	
   

  	
  20,909,790 

  	
   

  	
  23,825,356 

  	
   

  	
  26,719,145 

  	
   

  	
  29,616,330 

  	
   

  	
  32,480,092 

  	
   

  	
  35,711,422 

  	
   

  
	
  Wages and salaries

  	
   

  	
  2,617,720 

  	
   

  	
  5,207,954 

  	
   

  	
  7,819,510 

  	
   

  	
  10,446,561 

  	
   

  	
  13,045,862 

  	
   

  	
  15,640,618 

  	
   

  	
  18,225,328 

  	
   

  	
  20,829,522 

  	
   

  	
  23,430,782 

  	
   

  	
  26,047,298 

  	
   

  	
  28,647,641 

  	
   

  	
  31,572,560 

  	
   

  
	
  Social security costs

  	
   

  	
  456,030 

  	
   

  	
  879,319 

  	
   

  	
  1,281,547 

  	
   

  	
  1,661,591 

  	
   

  	
  2,014,639 

  	
   

  	
  2,353,455 

  	
   

  	
  2,684,462 

  	
   

  	
  2,995,834 

  	
   

  	
  3,288,363 

  	
   

  	
  3,569,032 

  	
   

  	
  3,832,451 

  	
   

  	
  4,138,862 

  	
   

  
	
  Rental and maintenance of buildings

  	
   

  	
  950,298 

  	
   

  	
  1,888,263 

  	
   

  	
  2,825,754 

  	
   

  	
  1,358,040 

  	
   

  	
  1,682,390 

  	
   

  	
  2,009,990 

  	
   

  	
  2,348,420 

  	
   

  	
  7,564,605 

  	
   

  	
  8,549,822 

  	
   

  	
  9,500,714 

  	
   

  	
  10,442,001 

  	
   

  	
  11,387,512 

  	
   

  
	
  Marketing and research

  	
   

  	
  1,455,078 

  	
   

  	
  2,091,170 

  	
   

  	
  3,704,976 

  	
   

  	
  7,120,886 

  	
   

  	
  8,596,606 

  	
   

  	
  9,731,213 

  	
   

  	
  10,994,030 

  	
   

  	
  7,313,287 

  	
   

  	
  9,334,740 

  	
   

  	
  10,493,578 

  	
   

  	
  11,176,531 

  	
   

  	
  12,007,214 

  	
   

  
	
  Consulting services

  	
   

  	
  311,311 

  	
   

  	
  614,158 

  	
   

  	
  911,419 

  	
   

  	
  1,263,965 

  	
   

  	
  1,536,933 

  	
   

  	
  1,844,773 

  	
   

  	
  2,112,546 

  	
   

  	
  2,410,515 

  	
   

  	
  2,687,232 

  	
   

  	
  2,981,322 

  	
   

  	
  3,229,096 

  	
   

  	
  3,558,360 

  	
   

  
	
  Telecommunication charges

  	
   

  	
  278,800 

  	
   

  	
  562,600 

  	
   

  	
  846,600 

  	
   

  	
  1,120,400 

  	
   

  	
  1,394,200 

  	
   

  	
  1,668,000 

  	
   

  	
  1,941,800 

  	
   

  	
  2,215,600 

  	
   

  	
  2,489,400 

  	
   

  	
  2,763,400 

  	
   

  	
  3,037,200 

  	
   

  	
  3,311,000 

  	
   

  
	
  Transportation services and automobile expenses

  	
   

  	
  297,745 

  	
   

  	
  432,788 

  	
   

  	
  562,089 

  	
   

  	
  697,098 

  	
   

  	
  807,361 

  	
   

  	
  929,758 

  	
   

  	
  1,054,616 

  	
   

  	
  1,167,339 

  	
   

  	
  1,292,036 

  	
   

  	
  1,439,108 

  	
   

  	
  1,542,741 

  	
   

  	
  1,667,574 

  	
   

  
	
  Costs relating to disputes with the supplier of TV equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Travelling and entertainment

  	
   

  	
  185,007 

  	
   

  	
  351,967 

  	
   

  	
  510,010 

  	
   

  	
  752,113 

  	
   

  	
  972,641 

  	
   

  	
  1,161,290 

  	
   

  	
  1,319,022 

  	
   

  	
  1,473,733 

  	
   

  	
  1,677,811 

  	
   

  	
  1,902,760 

  	
   

  	
  2,064,587 

  	
   

  	
  2,218,446 

  	
   

  
	
  Training

  	
   

  	
  93,267 

  	
   

  	
  133,865 

  	
   

  	
  194,877 

  	
   

  	
  262,148 

  	
   

  	
  296,150 

  	
   

  	
  326,744 

  	
   

  	
  373,883 

  	
   

  	
  414,885 

  	
   

  	
  490,038 

  	
   

  	
  545,982 

  	
   

  	
  590,070 

  	
   

  	
  618,300 

  	
   

  
	
  Insurance

  	
   

  	
  74,076 

  	
   

  	
  148,153 

  	
   

  	
  222,230 

  	
   

  	
  297,464 

  	
   

  	
  372,699 

  	
   

  	
  447,933 

  	
   

  	
  523,167 

  	
   

  	
  598,402 

  	
   

  	
  673,637 

  	
   

  	
  748,871 

  	
   

  	
  824,106 

  	
   

  	
  899,340 

  	
   

  
	
  Office supplies

  	
   

  	
  107,539 

  	
   

  	
  188,540 

  	
   

  	
  343,317 

  	
   

  	
  420,656 

  	
   

  	
  495,711 

  	
   

  	
  576,461 

  	
   

  	
  699,257 

  	
   

  	
  779,262 

  	
   

  	
  876,916 

  	
   

  	
  952,817 

  	
   

  	
  1,028,963 

  	
   

  	
  1,110,190 

  	
   

  
	
  Taxes and charges

  	
   

  	
  292,189 

  	
   

  	
  553,483 

  	
   

  	
  838,084 

  	
   

  	
  1,183,109 

  	
   

  	
  1,434,308 

  	
   

  	
  1,708,489 

  	
   

  	
  1,945,755 

  	
   

  	
  2,187,554 

  	
   

  	
  2,940,053 

  	
   

  	
  3,212,584 

  	
   

  	
  3,433,699 

  	
   

  	
  3,664,600 

  	
   

  
	
  Provision for VAT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Management provision

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Bad debts written off

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Doubtful debts provided for

  	
   

  	
  83,333 

  	
   

  	
  166,667 

  	
   

  	
  250,000 

  	
   

  	
  333,333 

  	
   

  	
  416,667 

  	
   

  	
  500,000 

  	
   

  	
  583,333 

  	
   

  	
  666,667 

  	
   

  	
  750,000 

  	
   

  	
  833,333 

  	
   

  	
  916,667 

  	
   

  	
  1,000,000 

  	
   

  
	
  Payables written off

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Other

  	
   

  	
  2,157,049 

  	
   

  	
  3,950,564 

  	
   

  	
  9,789,003 

  	
   

  	
  11,583,596 

  	
   

  	
  13,369,345 

  	
   

  	
  15,175,245 

  	
   

  	
  16,948,321 

  	
   

  	
  18,732,919 

  	
   

  	
  20,538,017 

  	
   

  	
  22,333,868 

  	
   

  	
  24,106,343 

  	
   

  	
  25,912,384 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other operating (income) /
  expense, net

  	
   

  	
  5,000 

  	
   

  	
  10,000 

  	
   

  	
  15,000 

  	
   

  	
  20,000 

  	
   

  	
  25,000 

  	
   

  	
  30,000 

  	
   

  	
  35,000 

  	
   

  	
  40,000 

  	
   

  	
  45,000 

  	
   

  	
  50,000 

  	
   

  	
  55,000 

  	
   

  	
  60,000 

  	
   

  
	
  Property, plant and equipment payables written off

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Other, net

  	
   

  	
  5,000 

  	
   

  	
  10,000 

  	
   

  	
  15,000 

  	
   

  	
  20,000 

  	
   

  	
  25,000 

  	
   

  	
  30,000 

  	
   

  	
  35,000 

  	
   

  	
  40,000 

  	
   

  	
  45,000 

  	
   

  	
  50,000 

  	
   

  	
  55,000 

  	
   

  	
  60,000 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating income / loss prior to
  depreciation (EBITDA)

  	
   

  	
  5,854,594 

  	
   

  	
  17,167,279 

  	
   

  	
  32,091,250 

  	
   

  	
  49,124,769 

  	
   

  	
  65,580,308 

  	
   

  	
  76,339,182 

  	
   

  	
  77,077,031 

  	
   

  	
  81,154,439 

  	
   

  	
  90,264,835 

  	
   

  	
  113,324,534 

  	
   

  	
  143,507,398 

  	
   

  	
  160,009,463 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Depreciation

  	
   

  	
  2,194,906 

  	
   

  	
  4,176,343 

  	
   

  	
  6,208,462 

  	
   

  	
  8,317,639 

  	
   

  	
  10,397,225 

  	
   

  	
  12,524,305 

  	
   

  	
  14,678,824 

  	
   

  	
  17,149,144 

  	
   

  	
  21,196,302 

  	
   

  	
  23,703,116 

  	
   

  	
  26,253,907 

  	
   

  	
  28,843,663 

  	
   

  
	
  Property, plant and equipment

  	
   

  	
  1,501,538 

  	
   

  	
  2,752,016 

  	
   

  	
  4,055,527 

  	
   

  	
  5,310,124 

  	
   

  	
  6,522,653 

  	
   

  	
  7,772,553 

  	
   

  	
  9,054,513 

  	
   

  	
  10,651,636 

  	
   

  	
  13,778,490 

  	
   

  	
  15,370,387 

  	
   

  	
  17,010,459 

  	
   

  	
  18,689,661 

  	
   

  
	
  Intangible assets

  	
   

  	
  693,368 

  	
   

  	
  1,424,327 

  	
   

  	
  2,152,935 

  	
   

  	
  3,007,515 

  	
   

  	
  3,874,572 

  	
   

  	
  4,751,752 

  	
   

  	
  5,624,311 

  	
   

  	
  6,497,508 

  	
   

  	
  7,417,812 

  	
   

  	
  8,332,729 

  	
   

  	
  9,243,448 

  	
   

  	
  10,154,002 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating profit / loss

  	
   

  	
  3,659,688 

  	
   

  	
  12,990,936 

  	
   

  	
  25,882,788 

  	
   

  	
  40,807,130 

  	
   

  	
  55,183,083 

  	
   

  	
  63,814,877 

  	
   

  	
  62,398,207 

  	
   

  	
  64,005,295 

  	
   

  	
  69,068,533 

  	
   

  	
  89,621,418 

  	
   

  	
  117,253,491 

  	
   

  	
  131,165,800 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finance costs, net

  	
   

  	
  3,180,027 

  	
   

  	
  5,006,702 

  	
   

  	
  5,774,724 

  	
   

  	
  6,244,069 

  	
   

  	
  6,144,275 

  	
   

  	
  7,669,217 

  	
   

  	
  9,454,537 

  	
   

  	
  11,665,385 

  	
   

  	
  14,965,457 

  	
   

  	
  15,924,111 

  	
   

  	
  14,538,437 

  	
   

  	
  13,288,182 

  	
   

  
	
  Interest income

  	
   

  	
  (154,441

  	
  )

  	
  (263,405

  	
  )

  	
  (396,009

  	
  )

  	
  (526,378

  	
  )

  	
  (655,131

  	
  )

  	
  (794,261

  	
  )

  	
  (939,728

  	
  )

  	
  (1,090,836

  	
  )

  	
  (1,255,909

  	
  )

  	
  (1,407,266

  	
  )

  	
  (1,527,294

  	
  )

  	
  (1,646,197

  	
  )

  
	
  Bank charges

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Interest expense on bank loans

  	
   

  	
  582,498 

  	
   

  	
  1,177,992 

  	
   

  	
  1,767,253 

  	
   

  	
  2,343,722 

  	
   

  	
  2,910,292 

  	
   

  	
  3,521,568 

  	
   

  	
  4,158,909 

  	
   

  	
  4,818,985 

  	
   

  	
  5,539,242 

  	
   

  	
  6,194,463 

  	
   

  	
  6,705,808 

  	
   

  	
  7,209,820 

  	
   

  
	
  Interest expense on related party borrowings

  	
   

  	
  44,483 

  	
   

  	
  89,957 

  	
   

  	
  135,551 

  	
   

  	
  180,161 

  	
   

  	
  224,204 

  	
   

  	
  224,204 

  	
   

  	
  224,204 

  	
   

  	
  224,204 

  	
   

  	
  224,204 

  	
   

  	
  224,204 

  	
   

  	
  224,204 

  	
   

  	
  224,204 

  	
   

  
	
  Penalty interest for late payments to trade and tax creditors

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  800 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Other interest and charges

  	
   

  	
  500 

  	
   

  	
  1,000 

  	
   

  	
  1,500 

  	
   

  	
  2,000 

  	
   

  	
  2,500 

  	
   

  	
  3,000 

  	
   

  	
  3,500 

  	
   

  	
  4,000 

  	
   

  	
  4,500 

  	
   

  	
  5,000 

  	
   

  	
  5,500 

  	
   

  	
  6,000 

  	
   

  
	
  Foreign exchange losses

  	
   

  	
  3,191,168 

  	
   

  	
  4,826,689 

  	
   

  	
  5,372,226 

  	
   

  	
  4,964,367 

  	
   

  	
  4,203,420 

  	
   

  	
  5,493,220 

  	
   

  	
  7,143,199 

  	
   

  	
  9,230,838 

  	
   

  	
  12,793,249 

  	
   

  	
  13,494,495 

  	
   

  	
  11,068,846 

  	
   

  	
  9,328,308 

  	
   

  
	
  Foreign exchange gains

  	
   

  	
  (484,181

  	
  )

  	
  (825,531

  	
  )

  	
  (1,105,797

  	
  )

  	
  (719,803

  	
  )

  	
  (541,010

  	
  )

  	
  (778,514

  	
  )

  	
  (1,135,547

  	
  )

  	
  (1,522,606

  	
  )

  	
  (2,339,829

  	
  )

  	
  (2,586,785

  	
  )

  	
  (1,938,627

  	
  )

  	
  (1,833,953

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Profit / loss before tax

  	
   

  	
  479,661 

  	
   

  	
  7,984,234 

  	
   

  	
  20,108,064 

  	
   

  	
  34,563,061 

  	
   

  	
  49,038,808 

  	
   

  	
  56,145,660 

  	
   

  	
  52,943,670 

  	
   

  	
  52,339,910 

  	
   

  	
  54,103,076 

  	
   

  	
  73,697,307 

  	
   

  	
  102,715,054 

  	
   

  	
  117,877,618 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax

  	
   

  	
  129,509 

  	
   

  	
  2,155,743 

  	
   

  	
  5,429,177 

  	
   

  	
  9,332,026 

  	
   

  	
  13,240,478 

  	
   

  	
  15,159,328 

  	
   

  	
  14,294,791 

  	
   

  	
  14,131,776 

  	
   

  	
  14,607,831 

  	
   

  	
  19,898,273 

  	
   

  	
  27,733,064 

  	
   

  	
  31,826,957 

  	
   

  
	
  Corporate income tax

  	
   

  	
  129,509 

  	
   

  	
  2,155,743 

  	
   

  	
  5,429,177 

  	
   

  	
  9,332,026 

  	
   

  	
  13,240,478 

  	
   

  	
  15,159,328 

  	
   

  	
  14,294,791 

  	
   

  	
  14,131,776 

  	
   

  	
  14,607,831 

  	
   

  	
  19,898,273 

  	
   

  	
  27,733,064 

  	
   

  	
  31,826,957 

  	
   

  
	
  Deferred tax

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Profit / loss after tax before
  minority interest

  	
   

  	
  350,152 

  	
   

  	
  5,828,491 

  	
   

  	
  14,678,887 

  	
   

  	
  25,231,035 

  	
   

  	
  35,798,330 

  	
   

  	
  40,986,332 

  	
   

  	
  38,648,879 

  	
   

  	
  38,208,134 

  	
   

  	
  39,495,245 

  	
   

  	
  53,799,034 

  	
   

  	
  74,981,990 

  	
   

  	
  86,050,661 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minority interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net profit / loss attributable
  to shareholders

  	
   

  	
  350,152 

  	
   

  	
  5,828,491 

  	
   

  	
  14,678,887 

  	
   

  	
  25,231,035 

  	
   

  	
  35,798,330 

  	
   

  	
  40,986,332 

  	
   

  	
  38,648,879 

  	
   

  	
  38,208,134 

  	
   

  	
  39,495,245 

  	
   

  	
  53,799,034 

  	
   

  	
  74,981,990 

  	
   

  	
  86,050,661 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of shares

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  	
  658,000 

  	
   

  
	
  Basic EPS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


59

















 


TVN
consolidated Balance Sheet


 


Balance sheet


 


	
   

  	
   

  	
  YEAR TO DATE

  	
   

  
	
   

  	
   

  	
  0301

  	
   

  	
  0302

  	
   

  	
  0303

  	
   

  	
  0304

  	
   

  	
  0305

  	
   

  	
  0306

  	
   

  	
  0307

  	
   

  	
  0308

  	
   

  	
  0309

  	
   

  	
  0310

  	
   

  	
  0311

  	
   

  	
  0312

  	
   

  
	
   

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  	
  BU

  	
   

  
	
  ASSETS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-current assets

  	
   

  	
  155,655,130 

  	
   

  	
  158,985,370 

  	
   

  	
  163,279,845 

  	
   

  	
  170,517,023 

  	
   

  	
  171,650,701 

  	
   

  	
  173,598,243 

  	
   

  	
  179,966,485 

  	
   

  	
  188,091,827 

  	
   

  	
  193,474,639 

  	
   

  	
  198,184,973 

  	
   

  	
  204,318,961 

  	
   

  	
  210,009,461 

  	
   

  
	
  Property, plant and equipment

  	
   

  	
  71,190,082 

  	
   

  	
  73,113,220 

  	
   

  	
  76,043,693 

  	
   

  	
  77,495,389 

  	
   

  	
  77,356,910 

  	
   

  	
  78,595,020 

  	
   

  	
  79,902,639 

  	
   

  	
  82,026,256 

  	
   

  	
  80,017,400 

  	
   

  	
  79,151,219 

  	
   

  	
  80,682,172 

  	
   

  	
  80,735,225 

  	
   

  
	
  Land and buildings

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  	
  12,152,951 

  	
   

  
	
  Leasehold improvements

  	
   

  	
  15,648,128 

  	
   

  	
  15,414,688 

  	
   

  	
  15,272,747 

  	
   

  	
  15,080,138 

  	
   

  	
  15,137,289 

  	
   

  	
  14,924,457 

  	
   

  	
  14,860,006 

  	
   

  	
  14,914,116 

  	
   

  	
  14,666,796 

  	
   

  	
  14,419,477 

  	
   

  	
  14,172,157 

  	
   

  	
  13,891,504 

  	
   

  
	
  TV and broadcasting equipment

  	
   

  	
  36,684,364 

  	
   

  	
  39,011,145 

  	
   

  	
  42,037,722 

  	
   

  	
  43,437,603 

  	
   

  	
  43,391,275 

  	
   

  	
  44,920,629 

  	
   

  	
  46,469,111 

  	
   

  	
  48,792,944 

  	
   

  	
  47,218,718 

  	
   

  	
  46,785,133 

  	
   

  	
  48,748,684 

  	
   

  	
  49,267,456 

  	
   

  
	
  Vehicles

  	
   

  	
  4,280,044 

  	
   

  	
  4,153,680 

  	
   

  	
  4,216,116 

  	
   

  	
  4,512,852 

  	
   

  	
  4,403,846 

  	
   

  	
  4,365,731 

  	
   

  	
  4,229,616 

  	
   

  	
  4,093,501 

  	
   

  	
  3,957,385 

  	
   

  	
  3,821,270 

  	
   

  	
  3,685,155 

  	
   

  	
  3,549,040 

  	
   

  
	
  Furniture and fixtures

  	
   

  	
  2,424,595 

  	
   

  	
  2,380,756 

  	
   

  	
  2,364,157 

  	
   

  	
  2,311,845 

  	
   

  	
  2,271,549 

  	
   

  	
  2,231,252 

  	
   

  	
  2,190,955 

  	
   

  	
  2,072,744 

  	
   

  	
  2,021,550 

  	
   

  	
  1,972,388 

  	
   

  	
  1,923,225 

  	
   

  	
  1,874,274 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intangible assets

  	
   

  	
  21,466,238 

  	
   

  	
  21,967,499 

  	
   

  	
  21,405,823 

  	
   

  	
  26,751,371 

  	
   

  	
  26,733,731 

  	
   

  	
  26,427,945 

  	
   

  	
  25,695,387 

  	
   

  	
  24,926,190 

  	
   

  	
  26,104,312 

  	
   

  	
  25,466,095 

  	
   

  	
  24,555,376 

  	
   

  	
  23,708,823 

  	
   

  
	
  Goodwill

  	
   

  	
  12,852,000 

  	
   

  	
  12,330,873 

  	
   

  	
  11,809,745 

  	
   

  	
  11,288,617 

  	
   

  	
  10,767,490 

  	
   

  	
  10,246,362 

  	
   

  	
  9,725,234 

  	
   

  	
  9,204,107 

  	
   

  	
  8,682,979 

  	
   

  	
  8,161,851 

  	
   

  	
  7,640,724 

  	
   

  	
  7,119,596 

  	
   

  
	
  Programming formats

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Broadcasting license

  	
   

  	
  2,159,797 

  	
   

  	
  2,102,367 

  	
   

  	
  2,044,938 

  	
   

  	
  1,987,508 

  	
   

  	
  1,930,078 

  	
   

  	
  1,872,648 

  	
   

  	
  1,815,219 

  	
   

  	
  1,757,789 

  	
   

  	
  1,700,359 

  	
   

  	
  1,642,929 

  	
   

  	
  1,585,500 

  	
   

  	
  1,528,070 

  	
   

  
	
  Software and other

  	
   

  	
  6,454,441 

  	
   

  	
  7,534,259 

  	
   

  	
  7,551,140 

  	
   

  	
  13,475,246 

  	
   

  	
  14,036,163 

  	
   

  	
  14,308,935 

  	
   

  	
  14,154,934 

  	
   

  	
  13,964,294 

  	
   

  	
  15,720,974 

  	
   

  	
  15,661,315 

  	
   

  	
  15,329,152 

  	
   

  	
  15,061,157 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-current program rights

  	
   

  	
  21,540,519 

  	
   

  	
  21,992,519 

  	
   

  	
  23,800,519 

  	
   

  	
  24,252,519 

  	
   

  	
  25,608,519 

  	
   

  	
  26,245,079 

  	
   

  	
  31,537,354 

  	
   

  	
  37,749,970 

  	
   

  	
  43,149,946 

  	
   

  	
  49,018,262 

  	
   

  	
  54,902,918 

  	
   

  	
  61,707,915 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-current capitalised local
  production cost

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-term investments

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  
	
  Polskie Media S.A.

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  	
  12,013,774 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-current receivables

  	
   

  	
  29,444,517 

  	
   

  	
  29,898,358 

  	
   

  	
  30,016,036 

  	
   

  	
  30,003,970 

  	
   

  	
  29,937,767 

  	
   

  	
  30,316,425 

  	
   

  	
  30,817,331 

  	
   

  	
  31,375,637 

  	
   

  	
  32,189,207 

  	
   

  	
  32,535,623 

  	
   

  	
  32,164,721 

  	
   

  	
  31,843,724 

  	
   

  
	
  Other non-current receivables

  	
   

  	
  29,444,517 

  	
   

  	
  29,898,358 

  	
   

  	
  30,016,036 

  	
   

  	
  30,003,970 

  	
   

  	
  29,937,767 

  	
   

  	
  30,316,425 

  	
   

  	
  30,817,331 

  	
   

  	
  31,375,637 

  	
   

  	
  32,189,207 

  	
   

  	
  32,535,623 

  	
   

  	
  32,164,721 

  	
   

  	
  31,843,724 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current assets

  	
   

  	
  243,756,959 

  	
   

  	
  237,804,106 

  	
   

  	
  242,166,842 

  	
   

  	
  235,704,427 

  	
   

  	
  223,505,531 

  	
   

  	
  202,053,440 

  	
   

  	
  199,750,226 

  	
   

  	
  204,174,974 

  	
   

  	
  241,420,469 

  	
   

  	
  242,787,626 

  	
   

  	
  269,700,369 

  	
   

  	
  246,122,771 

  	
   

  
	
  Current program rights

  	
   

  	
  107,994,934 

  	
   

  	
  103,127,929 

  	
   

  	
  94,522,058 

  	
   

  	
  85,082,182 

  	
   

  	
  78,076,417 

  	
   

  	
  70,620,780 

  	
   

  	
  63,158,314 

  	
   

  	
  57,882,723 

  	
   

  	
  90,704,073 

  	
   

  	
  81,457,132 

  	
   

  	
  74,928,299 

  	
   

  	
  67,643,286 

  	
   

  
	
  Current capitalised local production cost

  	
   

  	
  11,667,383 

  	
   

  	
  9,196,318 

  	
   

  	
  10,930,968 

  	
   

  	
  12,446,268 

  	
   

  	
  13,918,568 

  	
   

  	
  15,599,218 

  	
   

  	
  13,106,685 

  	
   

  	
  10,759,152 

  	
   

  	
  12,303,452 

  	
   

  	
  13,828,402 

  	
   

  	
  15,481,402 

  	
   

  	
  17,075,352 

  	
   

  
	
  Trade receivables

  	
   

  	
  60,992,889 

  	
   

  	
  68,301,801 

  	
   

  	
  88,345,037 

  	
   

  	
  94,621,813 

  	
   

  	
  89,456,515 

  	
   

  	
  76,368,258 

  	
   

  	
  53,283,799 

  	
   

  	
  45,852,227 

  	
   

  	
  68,622,279 

  	
   

  	
  95,564,384 

  	
   

  	
  109,560,886 

  	
   

  	
  89,832,857 

  	
   

  
	
  Barter receivables (programming)

  	
   

  	
  7,101,940 

  	
   

  	
  3,550,970 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Barter receivables (non-programming)

  	
   

  	
  2,458,857 

  	
   

  	
  2,508,857 

  	
   

  	
  2,558,857 

  	
   

  	
  2,608,857 

  	
   

  	
  2,658,857 

  	
   

  	
  2,708,857 

  	
   

  	
  2,758,857 

  	
   

  	
  2,808,857 

  	
   

  	
  2,858,857 

  	
   

  	
  2,908,857 

  	
   

  	
  2,958,857 

  	
   

  	
  2,473,928 

  	
   

  
	
  Other receivables

  	
   

  	
  16,235,868 

  	
   

  	
  16,232,574 

  	
   

  	
  16,228,134 

  	
   

  	
  16,223,157 

  	
   

  	
  16,220,035 

  	
   

  	
  17,306,145 

  	
   

  	
  16,201,385 

  	
   

  	
  20,479,822 

  	
   

  	
  21,354,914 

  	
   

  	
  17,419,323 

  	
   

  	
  16,185,945 

  	
   

  	
  16,311,044 

  	
   

  
	
  Advances for programming paid
  to JHH

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  VAT recoverable

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  	
  9,320,611 

  	
   

  
	
  Prepayments

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  	
  3,668,271 

  	
   

  
	
  Deferred tax asset

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  	
  635,624 

  	
   

  
	
  CIT receivable

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  1,100,147 

  	
   

  	
  — 

  	
   

  	
  4,282,609 

  	
   

  	
  5,163,335 

  	
   

  	
  1,229,497 

  	
   

  	
  — 

  	
   

  	
  140,013 

  	
   

  
	
  Sundry receivables and other
  current assets

  	
   

  	
  2,611,362 

  	
   

  	
  2,608,068 

  	
   

  	
  2,603,628 

  	
   

  	
  2,598,651 

  	
   

  	
  2,595,529 

  	
   

  	
  2,581,492 

  	
   

  	
  2,576,879 

  	
   

  	
  2,572,707 

  	
   

  	
  2,567,073 

  	
   

  	
  2,565,320 

  	
   

  	
  2,561,439 

  	
   

  	
  2,546,525 

  	
   

  
	
  Related party receivables

  	
   

  	
  9,334,248 

  	
   

  	
  9,044,270 

  	
   

  	
  9,092,135 

  	
   

  	
  9,033,116 

  	
   

  	
  8,905,215 

  	
   

  	
  8,964,560 

  	
   

  	
  8,674,659 

  	
   

  	
  8,755,055 

  	
   

  	
  9,127,082 

  	
   

  	
  9,277,664 

  	
   

  	
  9,171,356 

  	
   

  	
  8,937,612 

  	
   

  
	
  ITI Group

  	
   

  	
  9,334,248 

  	
   

  	
  9,044,270 

  	
   

  	
  9,092,135 

  	
   

  	
  9,033,116 

  	
   

  	
  8,905,215 

  	
   

  	
  8,964,560 

  	
   

  	
  8,674,659 

  	
   

  	
  8,755,055 

  	
   

  	
  9,127,082 

  	
   

  	
  9,277,664 

  	
   

  	
  9,171,356 

  	
   

  	
  8,937,612 

  	
   

  
	
  Federacja

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash and cash equivalents

  	
   

  	
  27,970,840 

  	
   

  	
  25,841,387 

  	
   

  	
  20,489,653 

  	
   

  	
  15,689,034 

  	
   

  	
  14,269,924 

  	
   

  	
  10,485,622 

  	
   

  	
  42,566,527 

  	
   

  	
  57,637,138 

  	
   

  	
  36,449,812 

  	
   

  	
  22,331,864 

  	
   

  	
  41,413,624 

  	
   

  	
  43,848,692 

  	
   

  
	
  Cash at bank and in hand

  	
   

  	
  (712,641

  	
  )

  	
  (2,862,198

  	
  )

  	
  (7,919,815

  	
  )

  	
  (12,270,696

  	
  )

  	
  (13,269,107

  	
  )

  	
  (17,432,410

  	
  )

  	
  14,366,291 

  	
   

  	
  29,198,630 

  	
   

  	
  7,392,542 

  	
   

  	
  (6,850,499

  	
  )

  	
  12,695,147 

  	
   

  	
  15,635,798 

  	
   

  
	
  Short term bank deposits

  	
   

  	
  28,683,481 

  	
   

  	
  28,703,585 

  	
   

  	
  28,409,468 

  	
   

  	
  27,959,730 

  	
   

  	
  27,539,031 

  	
   

  	
  27,918,032 

  	
   

  	
  28,200,236 

  	
   

  	
  28,438,508 

  	
   

  	
  29,057,270 

  	
   

  	
  29,182,363 

  	
   

  	
  28,718,477 

  	
   

  	
  28,212,894 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL ASSETS

  	
   

  	
  399,412,089 

  	
   

  	
  396,789,476 

  	
   

  	
  405,446,687 

  	
   

  	
  406,221,450 

  	
   

  	
  395,156,232 

  	
   

  	
  375,651,683 

  	
   

  	
  379,716,711 

  	
   

  	
  392,266,801 

  	
   

  	
  434,895,108 

  	
   

  	
  440,972,599 

  	
   

  	
  474,019,330 

  	
   

  	
  456,132,232 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EQUITY AND LIABILITIES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equity

  	
   

  	
  46,542,668 

  	
   

  	
  52,021,007 

  	
   

  	
  60,871,403 

  	
   

  	
  71,423,551 

  	
   

  	
  81,990,846 

  	
   

  	
  87,178,848 

  	
   

  	
  84,841,395 

  	
   

  	
  84,400,650 

  	
   

  	
  85,687,761 

  	
   

  	
  99,991,550 

  	
   

  	
  121,174,506 

  	
   

  	
  132,243,177 

  	
   

  
	
  Share capital

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  	
  65,716,700 

  	
   

  
	
  Accumulated profit / loss

  	
   

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  	
  (19,524,104

  	
  )

  
	
  Cumulative translation adjustment

  	
   

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  
	
  Profit / loss for current period

  	
   

  	
  350,152 

  	
   

  	
  5,828,491 

  	
   

  	
  14,678,887 

  	
   

  	
  25,231,035 

  	
   

  	
  35,798,330 

  	
   

  	
  40,986,332 

  	
   

  	
  38,648,879 

  	
   

  	
  38,208,134 

  	
   

  	
  39,495,245 

  	
   

  	
  53,799,034 

  	
   

  	
  74,981,990 

  	
   

  	
  86,050,661 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minority interest

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-term borrowings

  	
   

  	
  158,852,000 

  	
   

  	
  160,624,000 

  	
   

  	
  160,648,000 

  	
   

  	
  159,788,000 

  	
   

  	
  158,732,000 

  	
   

  	
  160,060,000 

  	
   

  	
  162,024,000 

  	
   

  	
  164,272,000 

  	
   

  	
  167,844,000 

  	
   

  	
  168,928,000 

  	
   

  	
  166,248,000 

  	
   

  	
  147,463,200 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Related party borrowings

  	
   

  	
  10,212,183 

  	
   

  	
  10,371,278 

  	
   

  	
  10,418,208 

  	
   

  	
  10,407,771 

  	
   

  	
  10,384,223 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  ITI Group

  	
   

  	
  10,212,183 

  	
   

  	
  10,371,278 

  	
   

  	
  10,418,208 

  	
   

  	
  10,407,771 

  	
   

  	
  10,384,223 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current payables

  	
   

  	
  183,805,158 

  	
   

  	
  173,773,111 

  	
   

  	
  173,508,996 

  	
   

  	
  164,602,048 

  	
   

  	
  144,049,083 

  	
   

  	
  128,412,755 

  	
   

  	
  132,851,236 

  	
   

  	
  143,594,071 

  	
   

  	
  181,363,267 

  	
   

  	
  172,052,969 

  	
   

  	
  186,596,744 

  	
   

  	
  176,425,775 

  	
   

  
	
  Trade payables

  	
   

  	
  79,906,965 

  	
   

  	
  70,324,625 

  	
   

  	
  67,244,023 

  	
   

  	
  60,002,209 

  	
   

  	
  62,643,694 

  	
   

  	
  47,591,780 

  	
   

  	
  51,009,505 

  	
   

  	
  65,820,831 

  	
   

  	
  95,110,563 

  	
   

  	
  81,704,939 

  	
   

  	
  88,855,356 

  	
   

  	
  81,419,099 

  	
   

  
	
  Barter payables

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  	
  1,938,703 

  	
   

  
	
  JHH programming payables

  	
   

  	
  24,496,000 

  	
   

  	
  24,496,000 

  	
   

  	
  24,496,000 

  	
   

  	
  24,496,000 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Related party payables

  	
   

  	
  971,172 

  	
   

  	
  971,173 

  	
   

  	
  3,473,871 

  	
   

  	
  4,317,977 

  	
   

  	
  3,470,438 

  	
   

  	
  2,810,341 

  	
   

  	
  11,200 

  	
   

  	
  11,200 

  	
   

  	
  3,240,079 

  	
   

  	
  3,240,078 

  	
   

  	
  3,240,078 

  	
   

  	
  3,245,638 

  	
   

  
	
  ITI Group

  	
   

  	
  971,172 

  	
   

  	
  971,173 

  	
   

  	
  3,473,871 

  	
   

  	
  4,317,977 

  	
   

  	
  3,470,438 

  	
   

  	
  2,810,341 

  	
   

  	
  11,200 

  	
   

  	
  11,200 

  	
   

  	
  3,240,079 

  	
   

  	
  3,240,078 

  	
   

  	
  3,240,078 

  	
   

  	
  3,245,638 

  	
   

  
	
  Federacja

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Overdrafts and short term loans

  	
   

  	
  40,295,498 

  	
   

  	
  41,333,992 

  	
   

  	
  41,929,253 

  	
   

  	
  42,290,722 

  	
   

  	
  42,593,292 

  	
   

  	
  43,536,568 

  	
   

  	
  44,664,909 

  	
   

  	
  45,886,985 

  	
   

  	
  47,500,242 

  	
   

  	
  48,426,463 

  	
   

  	
  48,267,808 

  	
   

  	
  49,154,400 

  	
   

  
	
  Interest on bank borrowings + current
  portion

  	
   

  	
  582,498 

  	
   

  	
  1,177,992 

  	
   

  	
  1,767,253 

  	
   

  	
  2,343,722 

  	
   

  	
  2,910,292 

  	
   

  	
  3,521,568 

  	
   

  	
  4,158,909 

  	
   

  	
  4,818,985 

  	
   

  	
  5,539,242 

  	
   

  	
  6,194,463 

  	
   

  	
  6,705,808 

  	
   

  	
  8,192,400 

  	
   

  
	
  Short term bank borrowings

  	
   

  	
  39,713,000 

  	
   

  	
  40,156,000 

  	
   

  	
  40,162,000 

  	
   

  	
  39,947,000 

  	
   

  	
  39,683,000 

  	
   

  	
  40,015,000 

  	
   

  	
  40,506,000 

  	
   

  	
  41,068,000 

  	
   

  	
  41,961,000 

  	
   

  	
  42,232,000 

  	
   

  	
  41,562,000 

  	
   

  	
  40,962,000 

  	
   

  
	
  Other

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Provisions for liabilities and charges

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  	
  1,745,646 

  	
   

  
	
  Royalty payments

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  	
  1,595,646 

  	
   

  
	
  Equipment suppliers

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  VAT provision

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Other provisions

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  	
  150,000 

  	
   

  
	
  State payables

  	
   

  	
  1,815,812 

  	
   

  	
  4,091,244 

  	
   

  	
  4,806,783 

  	
   

  	
  5,586,747 

  	
   

  	
  6,713,475 

  	
   

  	
  5,714,547 

  	
   

  	
  8,639,005 

  	
   

  	
  2,662,194 

  	
   

  	
  3,094,530 

  	
   

  	
  3,155,576 

  	
   

  	
  8,445,629 

  	
   

  	
  4,663,852 

  	
   

  
	
  CIT payable

  	
   

  	
  600,934 

  	
   

  	
  2,497,658 

  	
   

  	
  3,273,434 

  	
   

  	
  3,902,849 

  	
   

  	
  4,660,784 

  	
   

  	
  3,579,479 

  	
   

  	
  6,802,601 

  	
   

  	
  1,272,266 

  	
   

  	
  1,356,780 

  	
   

  	
  1,356,605 

  	
   

  	
  6,605,295 

  	
   

  	
  2,875,010 

  	
   

  
	
  VAT and other taxes payable

  	
   

  	
  1,214,878 

  	
   

  	
  1,593,586 

  	
   

  	
  1,533,349 

  	
   

  	
  1,683,898 

  	
   

  	
  2,052,691 

  	
   

  	
  2,135,068 

  	
   

  	
  1,836,404 

  	
   

  	
  1,389,928 

  	
   

  	
  1,737,750 

  	
   

  	
  1,798,971 

  	
   

  	
  1,840,334 

  	
   

  	
  1,788,842 

  	
   

  
	
  Other short-term liabilities and accruals

  	
   

  	
  32,635,362 

  	
   

  	
  28,871,728 

  	
   

  	
  27,874,717 

  	
   

  	
  24,224,044 

  	
   

  	
  24,943,835 

  	
   

  	
  25,075,170 

  	
   

  	
  24,842,268 

  	
   

  	
  25,528,512 

  	
   

  	
  28,733,504 

  	
   

  	
  31,841,564 

  	
   

  	
  34,103,524 

  	
   

  	
  34,258,437 

  	
   

  
	
  Salaries and employee benefits

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  	
  6,811,416 

  	
   

  
	
  Deferred income from sales of
  airtime

  	
   

  	
  3,466,713 

  	
   

  	
  3,731,783 

  	
   

  	
  5,420,364 

  	
   

  	
  5,151,550 

  	
   

  	
  4,956,823 

  	
   

  	
  3,896,852 

  	
   

  	
  2,564,708 

  	
   

  	
  2,616,303 

  	
   

  	
  4,390,630 

  	
   

  	
  5,825,285 

  	
   

  	
  6,205,726 

  	
   

  	
  4,504,448 

  	
   

  
	
  Deferred tax liability

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  	
  3,094 

  	
   

  
	
  Accrued costs

  	
   

  	
  20,594,340 

  	
   

  	
  16,784,435 

  	
   

  	
  13,503,000 

  	
   

  	
  10,136,755 

  	
   

  	
  11,707,921 

  	
   

  	
  12,948,151 

  	
   

  	
  13,771,872 

  	
   

  	
  14,611,755 

  	
   

  	
  16,005,688 

  	
   

  	
  17,850,626 

  	
   

  	
  19,815,047 

  	
   

  	
  21,614,220 

  	
   

  
	
  Accrued JHH programming fee

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  	
  — 

  	
   

  
	
  Other liabilities

  	
   

  	
  1,759,799 

  	
   

  	
  1,541,000 

  	
   

  	
  2,136,843 

  	
   

  	
  2,121,229 

  	
   

  	
  1,464,581 

  	
   

  	
  1,415,657 

  	
   

  	
  1,691,178 

  	
   

  	
  1,485,944 

  	
   

  	
  1,522,676 

  	
   

  	
  1,351,143 

  	
   

  	
  1,268,241 

  	
   

  	
  1,325,259 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL EQUITY AND LIABILITIES

  	
   

  	
  399,412,009 

  	
   

  	
  396,789,396 

  	
   

  	
  405,446,607 

  	
   

  	
  406,221,370 

  	
   

  	
  395,156,152 

  	
   

  	
  375,651,603 

  	
   

  	
  379,716,631 

  	
   

  	
  392,266,721 

  	
   

  	
  434,895,028 

  	
   

  	
  440,972,519 

  	
   

  	
  474,019,250 

  	
   

  	
  456,132,152 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BS total check

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  	
  ERROR

  	
   

  
	
  IS check

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  	
  O.K.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  	
  (80

  	
  )

  



 


NOTES


 


60

















 


APPENDIX C TVN CAPEX 2003


 


	
  Department

  	
   

  	
  Description

  	
   

  	
  PLN

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Administration

  	
   

  	
  Other

  	
   

  	
  93,700

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Administration
  Total

  	
   

  	
   

  	
   

  	
  93,700

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IT

  	
   

  	
  Creation
  of data warehouse and reporting tool/WON

  	
   

  	
  2,098,425

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Development of operating management system
  for current activities

  	
   

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  Other*
  (Notebooks, printers and
  other computer equipment; Microsoft and other software licences;
  telecomunication interface software and other)

  	
   

  	
  5,538,448

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IT Total

  	
   

  	
   

  	
   

  	
  8,636,873

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marketing

  	
   

  	
  Other

  	
   

  	
  39,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marketing Total

  	
   

  	
   

  	
   

  	
  39,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Production

  	
   

  	
  Expenditures
  for new studio in Sękocin

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Purchase of land in Sękocin for new
  studio purposes

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Production Total

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales

  	
   

  	
  Other

  	
   

  	
  128,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales Total

  	
   

  	
   

  	
   

  	
  128,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Technical

  	
   

  	
  Current
  replacement for production requirements

  	
   

  	
  2,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Implementing of virtual studio

  	
   

  	
  1,268,340

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Puchases of digital videos

  	
   

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Replacement and enchancement of emission
  systems

  	
   

  	
  1,666,360

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Replacement of current analog archive with
  digital one

  	
   

  	
  1,500,000

  	
   

  
	
   

  	
   

  	
  Replacement
  of technology for Studio 2 (due to movement of TVN24 to MBC)

  	
   

  	
  3,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Other* (New transponders, replacement of amplifiers,
  cameras, other)

  	
   

  	
  9,646,311

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Technical Total

  	
   

  	
   

  	
   

  	
  20,581,011

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transport

  	
   

  	
  Other

  	
   

  	
  495,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transport Total

  	
   

  	
   

  	
   

  	
  495,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grand TOTAL

  	
   

  	
   

  	
   

  	
  29,974,085

  	
   

  



 


61

















 












*-no single expenditure above 250 kUSD


 


	
  Co-productions

  	
   

  	
  2,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sitcom/drama
  to be produced 2003 but broadcast 2004 **

  	
   

  	
  3,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Movie/series
  acquisition 2003 but broadcast starting 2004

  	
   

  	
  6,500,000

  	
   

  
	
  Grand TOTAL

  	
   

  	
  12,400,000

  	
   

  



 












** all other productions included in
production costs


 


62

















 


TVN
budget meeting 27 November 2002 in Zurich


 


Note


 


	
  Programming capex not separately disclosed

  	
   

  	
   

  	
   

  
	
  Co-productions

  	
   

  	
  2,500

  	
   

  
	
  Sitcom

  	
   

  	
  3,400

  	
   

  
	
  Movie rights

  	
   

  	
  6,500

  	
   

  
	
  Total included to
  balance sheet/cashflow

  	
   

  	
  12,400

  	
   

  



 


63

















 


Exhibit 12 to the


Share Purchase Agreement


 


TVN


HIGH YIELD BOND


SUMMARY
OF TERMS


 


1.              Issuer:
A special purpose entity (which will be a finance subsidiary of TVN) created
for the express purpose of the financing. 
The high yield bonds issued by the special purpose entity, including in
particular the obligation of the special purpose entity to pay principal,
premium, if any, and interest on the high yield bonds, will be guaranteed by
TVN and its so called “restricted subsidiaries”.


 


2.              Type
of Instrument: High yield
bonds issued on a senior subordinated unsecured basis where the noteholders
will be (i) subordinate in right of payment in an amount of up to USD
75,000,000 under credit facilities granted now or in the future to TVN and (ii)
pari passu in right of payment with other senior third party obligations of TVN
that may be issued in the future.


 


3.              Term:  Ten
years with a “bullet” maturity of principal of the high yield bonds.


 


4.              Interest: Fixed rate payable in arrears on semi-annual
interest payment dates..


 


5.              Redemption/Put
Provisions:


 


a.               Optional
Redemption: Five year call protection, with right of redemption at a
declining premium in the following years.


 


b.               Equity
Claw-Back Redemption:  In the event
that TVN conducts a successful public offering of its equity securities, TVN
will be permitted to redeem a stipulated principal amount of the high yield
bonds.


 


c.               Optional
Redemption in the Event of Tax Law Changes


 


d.               Change
of Control:  Upon the occurrence of
a “change of control” of TVN, owners of the high yield bonds will have the
right to put their bonds to the issuer/TVN for purchase.


 


6.              Security:
The high yield bonds will be unsecured as will other indebtedness that may be
issued in the future (subject to customary limited exceptions as provided in
the bond indenture).  As noted in point
2 above, TVN and the “restricted subsidiaries” will guarantee the debt service
and other payment obligations for the high yield bonds.  Senior bank credit facilities described in
clause (i) of point 2 above may be secured by a mortgage, pledge, security
interest, encumbrance, lien or charge of any kind on all or any of TVN’s and
the “restricted subsidiaries’” real, personal and intangible property.


 


7.              Additional Indebtedness: The bond
indenture will allow the issuer to incur additional indebtedness (including but
not limited to additional high yield bonds) provided that the leverage ratio
for TVN (and its “restricted subsidiaries”) is less than 5.00 to 1.00.


 


64

















 


8.              Bond
Indenture and Covenants: The bond indenture will contain a set of covenants
and other provisions standard for a financing of that nature which require TVN
(including for this purpose the “restricted subsidiaries” of TVN) to meet
certain tests if TVN or a “restricted subsidiary” of TVN wishes to issue or
guaranty additional new indebtedness (leverage ratio incurrence test based on
ratio of indebtedness of TVN and the “restricted subsidiaries” to rolling four
quarters EBITDA of TVN and its “restricted subsidiaries” – see point 8 above),
dispose of existing assets (including stock of “restricted subsidiaries”),
acquire new assets, bring new “restricted subsidiaries” into the bond
indenture, prepay shareholder loans or other subordinated indebtedness, declare
and pay a dividend, distribution or other so called “restricted payment”, enter
into sale/leaseback transactions or enter into a merger or consolidation
transaction.  Tests are incurrence and
not maintenance tests.  The bond
indenture will also set forth rules to ensure that transactions between TVN and
its “restricted subsidiaries”, on the one hand, and affiliates, on the other
hand, are on an arm’s-length basis.  As
part of the bond indenture, TVN will be required to provide the bond trustee
and the owners of the high yield bonds with quarterly and annual financial
statements and other reports as customary for this type of financing.  After discussion with the underwriters and consistent
with current practice for non US issuers of high yield debt, it was agreed that
no registration rights were to be granted in connection with the high yield
bond offering.


 


9.              Purpose
of Issue:  Provide funds for (i) the
purchase of SBS’s 30.4% ownership stake in TVN for the Euro equivalent of USD
145,000,000 (as determined on closing of the Share Purchase Agreement), (ii)
the repayment of the existing bank credit facilities currently outstanding in
the amount of approximately USD 50,000,000 provided to TVN by the bank
syndicate headed by BPH-PBK Bank (the “Bank”) (in the event that the Bank does
not consent to the issue of the high yield bonds and TVN chooses to prepay its
facilities), (iii) the purchase of TVN 24 by TVN and other assets (in the event
that the Bank grants its consent to the high yield bonds and the credit
facilities remain in place) and (iv) the funding of all issuance and related
transaction costs.


 


10.       Underwriters:  JPMorgan Securities Limited (book runner
and lead manager)


Bear Stearns International Limited (joint lead manager)


Jeffries & Company Inc. (joint lead manager)


 


11.       Underwriting
Fees:  Three percent (3%) of the
Issue Amount with the underwriting fees capped at USD 6,000,000. Excluded from
the Issue Amount for purposes of calculating underwriting fees will be any
bonds purchased by investors by and as a consequence of the efforts of ITI. .


 


12.       Method
of Offering:  The underwriters will
market the high yield bonds to large institutional investors in Europe and
North America pursuant to US SEC Rule 144A and Regulation S, as is typical for
this type of debt security.


 


65

















 


Exhibit 13 to
the


Share Purchase Agreement


 


Strateurop
International B.V.


 


Balance Sheets


 


	
   

  	
   

  	
  31-Dec-02

  	
   

  	
  30-Jun-03

  	
   

  
	
   

  	
   

  	
  euro

  	
   

  	
  euro

  	
   

  
	
  Cash and Cash equivalents

  	
   

  	
  10,489,177

  	
   

  	
  144,837

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total current
  assets

  	
   

  	
  10,489,177

  	
   

  	
  144,837

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investment (TVN shares)

  	
   

  	
  10,860,804

  	
   

  	
  10,860,804

  	
   

  
	
  Other non-current assets

  	
   

  	
  53,958

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total non-current
  assets

  	
   

  	
  10,914,762

  	
   

  	
  10,860,804

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total assets

  	
   

  	
  21,403,939

  	
   

  	
  11,005,641

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trade payables

  	
   

  	
  3,130

  	
   

  	
  1,422

  	
   

  
	
  Accrued expenses

  	
   

  	
  1,228,751

  	
   

  	
  434,755

  	
   

  
	
  Intercompany payables

  	
   

  	
  203,681

  	
   

  	
  21,683

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total current
  liabilities

  	
   

  	
  1,435,562

  	
   

  	
  457,860

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Share capital

  	
   

  	
  18,152

  	
   

  	
  18,152

  	
   

  
	
  Share premium

  	
   

  	
  11,866,352

  	
   

  	
  11,866,352

  	
   

  
	
  Profit brought forward

  	
   

  	
  8,084,583

  	
   

  	
  7,731,708

  	
   

  
	
  Dividend paid

  	
   

  	
   

  	
   

  	
  (9,068,431

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholders’
  equity

  	
   

  	
  19,969,087

  	
   

  	
  10,547,781

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total liabilities

  	
   

  	
  21,404,649

  	
   

  	
  11,005,641

  	
   

  



 


66

















 


Exhibit 14 to the


Share Purchase
Agreement


 


[Form of
Letter of J.P. Morgan]


 


•
[September] 2003


 


The Shareholders


TVN Sp. z o.o.,


3 Augustowka Street,


02-981


Warsaw


Poland


 


Ladies and Gentlemen:


 


You have advised J.P. Morgan Securities Ltd. (“JPM”) that International
Trading and Investments Holdings S.A. Luxembourg (“ITI”) is considering
acquiring SBS Broadcasting SA’s (“SBS”) 30.43% stake in TVN Sp. z o.o.(“the
Company”) (the “Acquisition”).  We
understand that the total funding needs of ITI in connection with the
Acquisition will be the Euro equivalent of US$145,000,000.  We further understand that in order to
finance the Acquisition, fund miscellaneous working capital needs and to pay
related fees and expenses, TVN is considering causing the issue of up to €[•] million of senior or
senior subordinated notes in the high yield market (“the Notes”) (the issue of
the Notes together with the Acquisition being “the Transaction”).  Following the Transaction, the only debt in
the Company will be the Notes (as described above) and a maximum of $[•] million of funded debt
under a bank credit facility.


 


We are pleased to inform you that, based upon our knowledge of the
Company, our review of the information provided to JPM to date, and our close
relationship with both the Company and the ITI Group, we are highly confident
in our ability to sell or place the Notes as described above, subject to the
matters set forth in the following paragraph.


 


Our view expressed above is based on the outline of the Transaction as
currently contemplated, our understanding of the business, results of
operations, financial condition and prospects of the Company after giving
effect to the Transaction.  Our view is
also subject to, among other things: (i) agreement on the terms and conditions
of the sale of the Notes and all existing debt of the Company, if any, and all
related documentation being reasonably satisfactory in form and substance to
JPM; (ii) the execution and delivery of documentation with respect to the
Transaction and all related transactions in form and substance reasonably
satisfactory to JPM; (iii) the absence of any material adverse change in the
business (financial or otherwise), results of operations, assets, liabilities
or prospects of the Company, as determined by JPM in its sole discretion; (iv)
the receipt of all necessary governmental, regulatory and third party approvals
and consents in connection with the Transaction; (v) the execution and delivery
of documentation with respect to the Notes and the offering and sale thereof
(including, but not limited to, the underwriting agreement, purchase agreement
or placement agreement) that is in form and substance reasonably satisfactory
to JPM; (vi) our continuing due diligence investigation not disclosing any
facts that would materially alter our current view with respect to the Company.
and (viii) there having


 


67

















 


not occurred any disruption or adverse change, as determined by JPM in
its sole discretion, in the market for new issuance of high yield debt
securities or in the securities market in general.


 


It should be understood that this letter shall not constitute or give
rise to any obligation on the part of JPM to arrange, underwrite or provide or
commit to arrange, underwrite or provide any financing for the Transaction, to
purchase any Notes or to provide any advisory or placement services; any such
obligations would arise only under separate written agreements acceptable to
JPM in its sole discretion.


 


This letter is being delivered to you for your information and is
solely for your use.  This letter is not
to be distributed or disclosed to, or otherwise relied upon by, any other
person without JPM’s prior written consent, except as required by law.  Notwithstanding the foregoing, you may show
this letter to your representatives provided that they agree to keep this
letter confidential.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  J.P. Morgan Securities Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


68