Share Option Plan

Acting pursuant to the provisions of point 5 of Resolution no. 2 of the Extraordinary General Meeting of Multimedia Polska S.A. of 19 January 2009, the Management Board of Multimedia Polska S.A. adopted resolution no. 5/2009 dated 11 February 2009 regarding the adoption of a share option plan for Key Company Employees for the years 2009-2010 (the “Management Option Plan”).

The goal of the Plan is to provide additional incentive for Key Employees by granting eligible ones a premium (henceforth the “Option”) which should depend on the degree of involvement in the Company’s development. The Plan will be executed by offering Multimedia shares to Key Employees in 2009, and subsequently in 2010.

The Management Option Plan will be effected as follows:

1. Key Company Employees will be eligible for participation in the Management Option Plan in a given year.
2. In cooperation with the Supervisory Board, the President of the Management Board will draw up a list of persons to whom options will be granted and the number of shares that will be available for purchase by them (the “Eligible Persons”). The list of Eligible Persons will be drawn up no later than by 26 February 2009 in the case of Tranche I and by 15 January 2010 in the case of Tranche II. In cooperation with the Supervisory Board, the Management Board may amend the list of Persons Eligible to participate in the Management Option Plan. If a Company Management Board Member should become an Eligible Person, then whether the options are to be granted and the number of shares that may be purchased by that person will be determined by the Company Supervisory Board. In this case, in an agreement between a Management Board Member and the Company, the Company shall be represented by the Supervisory Board.
3. The number of Eligible Persons shall not be greater than 35 people.
4. Eligible Persons will be entitled to purchase in aggregate no more than 861,000 (eight hundred and sixty one thousand) Multimedia treasury shares with a nominal value of PLN 1 (one zloty) each, on the basis of Offers made to Eligible Persons.
5. Shares will be sold to Eligible Persons at a price not higher than PLN 3 per share. This limit will remain unchanged throughout the period of the Management Option Plan.
6. Shares available for purchase by Eligible Persons will be divided into two tranches.
7. Tranche I will be realised on or before 5 March 2009. Tranche II will be realised on or before 30 January 2010.
8. Shares constituting Tranche I that have not been purchased by Eligible Persons may be moved to Tranche II. The decision to move the shares shall be made by the Management Board after consultations with the Company Supervisory Board on or before 31 December 2009. When making the decision regarding the transfer of shares from Tranche I to Tranche II, the Management Board, in cooperation with the Supervisory Board, may at the same time modify the list of Eligible Persons.
9. Eligible Persons will be given an option to exercise their right to receive a loan in order to acquire the shares. The repayment of the loan will be secured in such a way that the funds equivalent to the loan amount with interest accrued thereon received by an Eligible Person as a result of his/her disposal of shares will be in the first instance transferred to the Company by the brokerage house keeping the securities account of the given Eligible Person.
10. The execution of the Management Option Plan shall begin on the day on which the offer is made to Eligible Persons to acquire shares and shall end on the date on which the share pool available for purchase by Eligible Persons is exhausted.
11. The rights of Eligible Persons existing in connection with the execution of the Management Option Plan shall expire for reasons specified in Offers made to Eligible Persons.

The allocation of shares to eligible employees in the first stage of the Plan was completed on 3 March 2009. In the first stage of the plan, a total of 256,000 shares at PLN 3.00 each were allocated to 17 key employees. The cost of the share option plan, being the difference between the buy price paid by the Company for the shares and the sell price at which shares were sold to eligible employees, was PLN 1,113,600. The shares were acquired in Warsaw, outside the regulated market. The first stage of the Plan did not involve the Company’s Management Board.