Central European Media Enterprises (CETV)

[califax]

ANNUAL GENERAL MEETING OF SHAREHOLDERS (05/15.2009)

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CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Annual General Meeting of Shareholders of CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (the “ Company ”), a Bermuda company, will be held at The Pearman Room (4B), 4 th Floor, Conyers Dill & Pearman, Clarendon House, 2 Church Street, Hamilton, HM 11 Bermuda on [May 15], 2009 at 1:00 p.m., for the following purposes:


1.
To elect twelve directors to serve until the next Annual General Meeting of Shareholders;

2.
To approve the issuance and sale of shares of Class A Common Stock and Class B Common Stock to TW Media Holdings LLC;

3.
To approve the amendment and restatement of our Amended and Restated 1995 Stock Incentive Plan; and

4.
To appoint Deloitte LLP as the independent registered public accounting firm for the Company in respect of the fiscal year ended December 31, 2009 and to authorize the directors, acting through the Audit Committee, to approve their fee.


The Company will also lay before the meeting the financial statements of the Company for the year ended December 31, 2008 pursuant to the provisions of the Companies Act of 1981 of Bermuda.