SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 29)*

 

 

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

(Name of Issuer)

Class A Common Stock, par value $0.08 per share

(Title of Class of Securities)

G20045202

(CUSIP Number)

Wayne Wirtz, Esq.

AT&T Inc.

208 S. Akard St.,

Dallas, Texas 75202

210-821-4105

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 25, 2020

(Date of Event which Requires Filing of this Schedule)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Page 2 of 8 Pages

SCHEDULE 13D

 

CUSIP No. G20045202

 

1		NAMES OF REPORTING PERSONS   AT&T Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 (See Item 5)
				8		SHARED VOTING POWER   273,471,648 (See Item 5)
				9		SOLE DISPOSITIVE POWER   0 (See Item 5)
				10		SHARED DISPOSITIVE POWER   273,471,648 (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   273,471,648 (See Item 5)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   75.0%1
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO (See Item 2)

 

(1)

Excluding the shares of Class A Common Stock issuable upon the conversion of the Series B Convertible Redeemable Preferred Shares, the 162,334,771 shares of Class A Common Stock the Reporting Persons beneficially own represented approximately 64% of the outstanding shares of CME Common Stock, as of February 4, 2020, as disclosed in the Issuer’s annual report on Form 10-K as filed on February 6, 2020. Excluding the 100,926,996 shares of Class A Common Stock covered by the 2020 Proxies (as defined in Item 6) and the shares of Class A Common Stock issuable upon the conversion of the Series B Convertible Redeemable Preferred Shares, the Reporting Persons may be deemed to have shared voting power with respect to 61,407,775 shares of Class A Common Stock and 1 share of Series A Convertible Preferred Stock, representing the power to vote 44.3% of the shares entitled to vote on matters voted on at a general meeting other than a Change of Control Event (as defined in the 2020 Proxies) based on the shares of Class A Common Stock outstanding and the Series A Convertible Preferred Stock outstanding as of February 4, 2020, as disclosed in the Issuer’s annual report on Form 10-K as filed on February 6, 2020.

Page 3 of 8 Pages

SCHEDULE 13D

 

CUSIP No. G20045202

 

1		NAMES OF REPORTING PERSONS   Warner Media, LLC (as successor by merger to Time Warner Inc.)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC, OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 (See Item 5)
				8		SHARED VOTING POWER   273,471,648 (See Item 5)
				9		SOLE DISPOSITIVE POWER   0 (See Item 5)
				10		SHARED DISPOSITIVE POWER   273,471,648 (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   273,471,648 (See Item 5)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   75.0%1
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (See Item 2)

 

(1)

Excluding the shares of Class A Common Stock issuable upon the conversion of the Series B Convertible Redeemable Preferred Shares, the 162,334,771 shares of Class A Common Stock the Reporting Persons beneficially own represented approximately 64% of the outstanding shares of CME Common Stock, as of February 4, 2020, as disclosed in the Issuer’s annual report on Form 10-K as filed on February 6, 2020. Excluding the 100,926,996 shares of Class A Common Stock covered by the 2020 Proxies (as defined in Item 6) and the shares of Class A Common Stock issuable upon the conversion of the Series B Convertible Redeemable Preferred Shares, the Reporting Persons may be deemed to have shared voting power with respect to 61,407,775 shares of Class A Common Stock and 1 share of Series A Convertible Preferred Stock, representing the power to vote 44.3% of the shares entitled to vote on matters voted on at a general meeting other than a Change of Control Event (as defined in the 2020 Proxies) based on the shares of Class A Common Stock outstanding and the Series A Convertible Preferred Stock outstanding as of February 4, 2020, as disclosed in the Issuer’s annual report on Form 10-K as filed on February 6, 2020.

Page 4 of 8 Pages

SCHEDULE 13D

 

CUSIP No. G20045202

 

1		NAMES OF REPORTING PERSONS   TW Media Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 (See Item 5)
				8		SHARED VOTING POWER   273,471,648 (See Item 5)
				9		SOLE DISPOSITIVE POWER   0 (See Item 5)
				10		SHARED DISPOSITIVE POWER   273,471,648 (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   273,471,648 (See Item 5)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   75.0%1
14		TYPE OF REPORTING PERSON   OO (See Item 2)

 

(1)

Excluding the shares of Class A Common Stock issuable upon the conversion of the Series B Convertible Redeemable Preferred Shares, the 162,334,771 shares of Class A Common Stock the Reporting Persons beneficially own represented approximately 64% of the outstanding shares of CME Common Stock, as of February 4, 2020, as disclosed in the Issuer’s annual report on Form 10-K as filed on February 6, 2020. Excluding the 100,926,996 shares of Class A Common Stock covered by the 2020 Proxies (as defined in Item 6) and the shares of Class A Common Stock issuable upon the conversion of the Series B Convertible Redeemable Preferred Shares, the Reporting Persons may be deemed to have shared voting power with respect to 61,407,775 shares of Class A Common Stock and 1 share of Series A Convertible Preferred Stock, representing the power to vote 44.3% of the shares entitled to vote on matters voted on at a general meeting other than a Change of Control Event (as defined in the 2020 Proxies) based on the shares of Class A Common Stock outstanding and the Series A Convertible Preferred Stock outstanding as of February 4, 2020, as disclosed in the Issuer’s annual report on Form 10-K as filed on February 6, 2020.

Page 5 of 8 Pages

SCHEDULE 13D

 

CUSIP No. G20045202

 

1		NAMES OF REPORTING PERSONS   Time Warner Media Holdings B.V.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 (See Item 5)
				8		SHARED VOTING POWER   273,471,648 (See Item 5)
				9		SOLE DISPOSITIVE POWER   0 (See Item 5)
				10		SHARED DISPOSITIVE POWER   273,471,648 (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   273,471,648 (See Item 5)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   75.0%1
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (See Item 2)

 

(1)

Excluding the shares of Class A Common Stock issuable upon the conversion of the Series B Convertible Redeemable Preferred Shares, the 162,334,771 shares of Class A Common Stock the Reporting Persons beneficially own represented approximately 64% of the outstanding shares of CME Common Stock, as of February 4, 2020, as disclosed in the Issuer’s annual report on Form 10-K as filed on February 6, 2020. Excluding the 100,926,996 shares of Class A Common Stock covered by the 2020 Proxies (as defined in Item 6) and the shares of Class A Common Stock issuable upon the conversion of the Series B Convertible Redeemable Preferred Shares, the Reporting Persons may be deemed to have shared voting power with respect to 61,407,775 shares of Class A Common Stock and 1 share of Series A Convertible Preferred Stock, representing the power to vote 44.3% of the shares entitled to vote on matters voted on at a general meeting other than a Change of Control Event (as defined in the 2020 Proxies) based on the shares of Class A Common Stock outstanding and the Series A Convertible Preferred Stock outstanding as of February 4, 2020, as disclosed in the Issuer’s annual report on Form 10-K as filed on February 6, 2020.

Page 6 of 8 Pages

 

Item 1.

Security and Issuer.

This Amendment No. 29 to Schedule 13D (“Amendment No. 29”) amends the Schedule 13D originally filed on April 1, 2009 (the “Original 13D”), as previously amended on May 21, 2009 by Amendment No. 1 to Schedule 13D, on December 8, 2009 by Amendment No. 2 to Schedule 13D, on March 4, 2011 by Amendment No. 3 to Schedule 13D, on May 3, 2012 by Amendment No. 4 to Schedule 13D, on June 20, 2012 by Amendment No. 5 to Schedule 13D, on June 27, 2012 by Amendment No. 6 to Schedule 13D, on July 11, 2012 by Amendment No. 7 to Schedule 13D, on May 1, 2013 by Amendment No. 8 to Schedule 13D, on May 10, 2013 by Amendment No. 9 to Schedule 13D, on May 17, 2013 by Amendment No. 10 to Schedule 13D, on June 24, 2013 by Amendment No. 11 to Schedule 13D, on June 28, 2013 by Amendment No. 12 to Schedule 13D, on March 7, 2014 by Amendment No. 13 to Schedule 13D, on March 28, 2014 by Amendment No. 14 to Schedule 13D, on May 7, 2014 by Amendment No. 15 to Schedule 13D, on November 20, 2014 by Amendment No. 16 to Schedule 13D, on October 7, 2015 by Amendment No. 17 to Schedule 13D, on November 17, 2015 by Amendment No. 18 to Schedule 13D, on February 29, 2016 by Amendment No. 19 to Schedule 13D, on April 26, 2016 by Amendment No. 20 to Schedule 13D, on May 11, 2016 by Amendment No. 21 to Schedule 13D, on March 16, 2017 by Amendment No. 22 to Schedule 13D, on February 14, 2018 by Amendment No. 23 to Schedule 13D, on May 10, 2018 by Amendment No. 24 to Schedule 13D (“Amendment No. 24”), on June 14, 2018 by Amendment No. 25 to Schedule 13D, on March 27, 2019 by Amendment No. 26 to Schedule 13D, on May 7, 2019 by Amendment No. 27 to Schedule 13D, and on October 27, 2019 by Amendment No. 28 to Schedule 13D (the Original 13D as so amended, the “Schedule 13D”), filed by Time Warner Inc., a Delaware corporation (“Time Warner”), TW Media Holdings LLC, a Delaware limited liability company and subsidiary of Time Warner whose interests are held by Time Warner and another subsidiary of Time Warner (“TW Media”), and Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid or a private limited company, organized under the laws of the Netherlands, and direct, wholly owned subsidiary of TW Media (“TW Holdings B.V.” and, together with Time Warner and TW Media, the “TW Reporting Persons”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

This Amendment No. 29 relates to the Class A Common Stock, par value $0.08 per share (the “Class A Common Stock”), of Central European Media Enterprises Ltd., a Bermuda company (the “Issuer”) with its principal executive offices at O’Hara House, 3 Bermudiana Road, Hamilton, Bermuda. As provided in the Joint Filing Agreement filed as Exhibit No. 99.55 hereto, the Reporting Persons have agreed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), to file one Statement on Schedule 13D with respect to their ownership of the Class A Common Stock of the Issuer.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of Amendment No. 27 to Schedule 13D dated May 7, 2019 is hereby amended by replacing it in its entirety with the following:

On April 25, 2020 each of Warner Media, LLC (as successor by merger to Time Warner) and TW Holdings B.V. granted each director of the Company who is “independent” (as determined under Part 229.407 of Title 17 of the United States of America Code of Federal Regulations) a standing proxy/authorization (the “2020 TW Proxy” and “2020 TW Holdings Proxy”, as applicable, and collectively, the “2020 Proxies”) in substantially the same form as the Initial Proxies (as defined in Amendment No. 24), to remain effective for twelve (12) months, from the date of the 2020 Proxies. Pursuant to the 2020 Proxies, each of Warner Media, LLC and TW Holdings B.V. appointed such directors as their agents to vote the shares of Class A Common Stock covered by the applicable 2020 Proxy (23,700,000 shares of Class A Common Stock in the case of the 2020 TW Proxy, and 77,226,996 shares of Class A Common Stock in the case of the 2020 TW Holdings Proxy) at any general meeting of the Issuer in the same proportion as votes cast at such meeting in respect of shares not subject to the 2020 Proxies. The 2020 Proxies remain effective for the term, unless the applicable grantor and its affiliates cease to beneficially own a majority of the voting equity securities of the Issuer, in which case, the 2020 Proxies terminate automatically. The 2020 Proxies do not apply to any general meeting that has been convened to vote on, among any other matters, a Change of Control Event (as defined in the applicable 2020 Proxy). Warner Media, LLC and TW Holdings B.V. will retain their ability to vote the shares of Class A Common Stock covered by the 2020 TW Proxy and 2020 TW Holdings Proxy at any such meeting, subject to the terms of the Proxy Agreement.

Page 7 of 8 Pages

 

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by adding the following documents as exhibits:

Exhibit Description

99.60    Standing Proxy/Authorization, dated as of April 25, 2020, delivered by Warner Media, LLC to the Issuer.

99.61    Standing Proxy/Authorization, dated as of April 25, 2020, delivered by Time Warner Media Holdings B.V. to the Issuer.

Page 8 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: April 27, 2020

 

Exhibit 99.60

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

(Company)

STANDING PROXY/AUTHORISATION

The undersigned (Grantor), of 30 Hudson Yards, New York, NY 10001, a holder of 23,700,000 shares of Class A Common Stock in the Company (the “Shares”), HEREBY APPOINTS each director of the Company from time to time who is “independent” (as determined under Part 229.407 of Title 17 of the United States of America Code of Federal Regulations), acting personally or through such director’s attorney appointed pursuant to a power of attorney in the form, or substantially in the form, as that set out in Schedule 2 hereto, each of them to be the Grantor’s agent and standing proxy/representative to personally represent the Grantor and to vote the Shares on the Grantor’s behalf at any General Meeting of the Company (including, for the avoidance of doubt, any class meeting of holders of shares of Class A Common Stock) in accordance with the voting instructions set out at Schedule 1 hereto and, on the Grantor’s behalf, to consent to short notice of such meeting, such agency and proxy/authorisation to remain effective for 12 months from the date hereof or if prior to such date the Grantor ceases to hold such Shares, until such time as the Grantor ceases to be registered as the holder of the Shares. Notwithstanding the foregoing, none of the rights otherwise set out herein are bestowed where a General Meeting of the Company has been convened to vote in respect of, amongst any other matters that may also be discussed at such General Meeting, a “Change of Control Event” (as defined below).

This standing proxy/authorisation shall also terminate if the Grantor and its Affiliates cease to Beneficially Own the majority of the voting equity securities of the Company.

For the purposes of this standing proxy/authorisation:

(i) A “Change of Control Event” means (in each case, in one transaction or a series of related transactions): (i) any merger, consolidation, amalgamation, tender offer, recapitalisation, reorganisation, scheme of arrangement or any other transaction resulting in the shareholders of the Company immediately before such transaction owning, directly or indirectly, less than a majority of the aggregate voting power of the resultant entity, or (ii) any sale, transfer or exclusive license of all or substantially all of the assets of the Company”.

(ii) “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under direct or indirect common control with such Person. For the purposes of this definition “control,” when used with respect to any specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

(iii) “Beneficially Own” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as in effect

on the date hereof); provided, however, that a Person will be deemed to beneficially own (and have beneficial ownership of) all securities that such Person has the right to acquire, whether such right is exercisable immediately or with the passage of time or the satisfaction of conditions.

(iv) “Person” means an individual, partnership, corporation, limited company, limited liability company, business trust, joint stock company, trust, unincorporated association or joint venture.

The Grantor hereby revokes the appointment of any previous standing proxy/authorisation made by an instrument executed by the Grantor.

 

Dated		April 25, 2020
[Print Name of Grantor]		Warner Media, LLC (f/k/a Time Warner Inc.)
[Print Name and Title of Signatory]		Priya Dogra, Executive Vice President, Strategy and Corporate Development
Signature		/s/ Priya Dogra

 

2 of 7

Schedule 1

Voting Instructions

When exercising any right to vote in connection with this standing proxy/authorisation, reference is made to Bye-Law 72 of the Bye-Laws of the Company, which provides that where a person is entitled to more than one vote on a poll, such person need not use all such votes or use such votes in the same way.

Accordingly, the person(s) exercising the right to vote in connection with this standing proxy/authorisation shall ensure in so far as is possible that such votes are cast to reflect the proportions of votes cast excluding those that are the subject of this standing proxy/authorisation and any standing proxy/authorisation granted by Time Warner Media Holdings B.V. pursuant to the Letter Agreement among Time Warner Inc., Time Warner Media Holdings B.V. and the Company dated April 25, 2018.

 

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Schedule 2

Power of Attorney

[Document to Follow]

 

4 of 7

BY THIS POWER OF ATTORNEY dated                                        20

PARTIES

I, [Name], [address] (Grantor) in my capacity as a proxy holder in respect of                      shares of Class A Common Stock (Shares) in Central European Media Enterprises Ltd. dated                      (Proxy) hereby appoint [Name] [care] of [address] to be my attorney (Attorney) and in my name and on my behalf to do and execute all or any of the certain acts, documents, deeds and things I may do as holder of, and in accordance with, the Proxy.

BACKGROUND

 

(A)	By virtue of the Proxy, I am entitled to exercise certain rights and powers in connection with the Shares, as more fully set out therein.

 

(B)	I now wish to appoint the Attorney to assist me in exercising the powers conferred by the Proxy in the manner set out herein.

OPERATIVE TERMS

 

1.	INTERPRETATION

In this Power of Attorney the headings are inserted for convenience and reference only and shall have no legal effect, nor shall they affect in any way the construction of any clause contained herein. Defined terms used shall, unless otherwise defined herein, have the meaning ascribed to them in the Proxy.

 

2.	EFFECTIVE DATE FOR POWER OF ATTORNEY

This Power of Attorney shall have effect immediately and shall remain in effect until revoked as provided for herein or upon the expiration or termination of the Proxy.

 

3.	POWERS OF ATTORNEY

The powers hereby given by this Power of Attorney are to do and execute all or any of the certain acts, documents, deeds and things I may do as holder of, and in accordance with, the Proxy, subject to and in accordance with the terms of the Proxy, including, for the avoidance of doubt, the voting instructions set forth therein.

 

4.	ACTIONS OF ATTORNEY TO BE VALID

I hereby declare that everything which my Attorney shall do or cause to be done in pursuance to this Power of Attorney shall be valid and effectual to the fullest extent permitted by applicable law.

 

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5.	EXCLUSION OF LIABILITY

My Attorney shall not be liable for any loss, liability or expense of any nature, either direct or indirect arising out of his duties as my Attorney, except as a result of the gross negligence (as understood under the law of the State of Delaware), wilful default, fraud or dishonesty of such Attorney.

 

6.	REVOCATION OF POWER OF ATTORNEY

 

6.1	It shall be lawful for me at any time to revoke this Power of Attorney by notice in writing to my Attorney delivered to the last known address of my Attorney.

 

6.2	Forthwith upon delivery in manner aforesaid of such notice in writing the powers granted herein shall cease to be exercisable by my Attorney.

 

7.	MASCULINE INCLUDES FEMININE

In this Power of Attorney words importing the masculine shall include the feminine and neuter genders and the singular shall include the plural and vice versa.

 

8.	GOVERNING LAW

This Power of Attorney shall be governed by and construed according to the laws of Bermuda.

IN WITNESS WHEREOF the Grantor has duly executed this Power of Attorney as a Deed on the date stated at the beginning of it.

 

6 of 7

SIGNATORIES

 

SIGNED as a deed by [NAME] in the			)
presence of:			)
			)
			)
			)
Witness signature
Name:
Address:
Occupation:

 

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Exhibit 99.61

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

(Company)

STANDING PROXY/AUTHORISATION

The undersigned (Grantor), of 30 Hudson Yards, New York, NY 10001, a holder of 77,226,996 shares of Class A Common Stock in the Company (the “Shares”), HEREBY APPOINTS each director of the Company from time to time who is “independent” (as determined under Part 229.407 of Title 17 of the United States of America Code of Federal Regulations), acting personally or through such director’s attorney appointed pursuant to a power of attorney in the form, or substantially in the form, as that set out in Schedule 2 hereto, each of them to be the Grantor’s agent and standing proxy/representative to personally represent the Grantor and to vote the Shares on the Grantor’s behalf at any General Meeting of the Company (including, for the avoidance of doubt, any class meeting of holders of shares of Class A Common Stock) in accordance with the voting instructions set out at Schedule 1 hereto and, on the Grantor’s behalf, to consent to short notice of such meeting, such agency and proxy/authorisation to remain effective for 12 months from the date hereof or if prior to such date the Grantor ceases to hold such Shares, until such time as the Grantor ceases to be registered as the holder of the Shares. Notwithstanding the foregoing, none of the rights otherwise set out herein are bestowed where a General Meeting of the Company has been convened to vote in respect of, amongst any other matters that may also be discussed at such General Meeting, a “Change of Control Event” (as defined below).

This standing proxy/authorisation shall also terminate if the Grantor and its Affiliates cease to Beneficially Own the majority of the voting equity securities of the Company.

For the purposes of this standing proxy/authorisation:

(i) A “Change of Control Event” means (in each case, in one transaction or a series of related transactions): (i) any merger, consolidation, amalgamation, tender offer, recapitalisation, reorganisation, scheme of arrangement or any other transaction resulting in the shareholders of the Company immediately before such transaction owning, directly or indirectly, less than a majority of the aggregate voting power of the resultant entity, or (ii) any sale, transfer or exclusive license of all or substantially all of the assets of the Company”.

(ii) “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under direct or indirect common control with such Person. For the purposes of this definition “control,” when used with respect to any specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

(iii) “Beneficially Own” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as in effect

on the date hereof); provided, however, that a Person will be deemed to beneficially own (and have beneficial ownership of) all securities that such Person has the right to acquire, whether such right is exercisable immediately or with the passage of time or the satisfaction of conditions.    

(iv) “Person” means an individual, partnership, corporation, limited company, limited liability company, business trust, joint stock company, trust, unincorporated association or joint venture.

The Grantor hereby revokes the appointment of any previous standing proxy/authorisation made by an instrument executed by the Grantor.

 

Dated		April 25, 2020
[Print Name of Grantor]		Time Warner Media Holdings B.V.
[Print Name and Title of Signatory]		Manuel Urrutia, Managing Director
Signature		/s/ Manuel Urrutia

 

2 of 7

Schedule 1

Voting Instructions

When exercising any right to vote in connection with this standing proxy/authorisation, reference is made to Bye-Law 72 of the Bye-Laws of the Company, which provides that where a person is entitled to more than one vote on a poll, such person need not use all such votes or use such votes in the same way.

Accordingly, the person(s) exercising the right to vote in connection with this standing proxy/authorisation shall ensure in so far as is possible that such votes are cast to reflect the proportions of votes cast excluding those that are the subject of this standing proxy/authorisation and any standing proxy/authorisation granted by Time Warner Inc. pursuant to the Letter Agreement among Time Warner Inc., Time Warner Media Holdings B.V. and the Company dated April 25, 2018.

 

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Schedule 2

Power of Attorney

[Document to Follow]

 

4 of 7

BY THIS POWER OF ATTORNEY dated                    20

PARTIES

I, [Name], [address] (Grantor) in my capacity as a proxy holder in respect of              shares of Class A Common Stock (Shares) in Central European Media Enterprises Ltd. dated              (Proxy) hereby appoint [Name] [care] of [address] to be my attorney (Attorney) and in my name and on my behalf to do and execute all or any of the certain acts, documents, deeds and things I may do as holder of, and in accordance with, the Proxy.

BACKGROUND

 

(A)	By virtue of the Proxy, I am entitled to exercise certain rights and powers in connection with the Shares, as more fully set out therein.

 

(B)	I now wish to appoint the Attorney to assist me in exercising the powers conferred by the Proxy in the manner set out herein.

OPERATIVE TERMS

 

1.	INTERPRETATION

In this Power of Attorney the headings are inserted for convenience and reference only and shall have no legal effect, nor shall they affect in any way the construction of any clause contained herein. Defined terms used shall, unless otherwise defined herein, have the meaning ascribed to them in the Proxy.

 

2.	EFFECTIVE DATE FOR POWER OF ATTORNEY

This Power of Attorney shall have effect immediately and shall remain in effect until revoked as provided for herein or upon the expiration or termination of the Proxy.

 

3.	POWERS OF ATTORNEY

The powers hereby given by this Power of Attorney are to do and execute all or any of the certain acts, documents, deeds and things I may do as holder of, and in accordance with, the Proxy, subject to and in accordance with the terms of the Proxy, including, for the avoidance of doubt, the voting instructions set forth therein.

 

4.	ACTIONS OF ATTORNEY TO BE VALID

I hereby declare that everything which my Attorney shall do or cause to be done in pursuance to this Power of Attorney shall be valid and effectual to the fullest extent permitted by applicable law.

 

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5.	EXCLUSION OF LIABILITY

My Attorney shall not be liable for any loss, liability or expense of any nature, either direct or indirect arising out of his duties as my Attorney, except as a result of the gross negligence (as understood under the law of the State of Delaware), wilful default, fraud or dishonesty of such Attorney.

 

6.	REVOCATION OF POWER OF ATTORNEY

 

6.1	It shall be lawful for me at any time to revoke this Power of Attorney by notice in writing to my Attorney delivered to the last known address of my Attorney.

 

6.2	Forthwith upon delivery in manner aforesaid of such notice in writing the powers granted herein shall cease to be exercisable by my Attorney.

 

7.	MASCULINE INCLUDES FEMININE

In this Power of Attorney words importing the masculine shall include the feminine and neuter genders and the singular shall include the plural and vice versa.

 

8.	GOVERNING LAW

This Power of Attorney shall be governed by and construed according to the laws of Bermuda.

IN WITNESS WHEREOF the Grantor has duly executed this Power of Attorney as a Deed on the date stated at the beginning of it.

 

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SIGNATORIES

 

SIGNED as a deed by [NAME] in the presence of:			) ) )
			) )
Witness signature
Name:
Address:
Occupation:

 

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