CENTRAL EUROPEAN MEDIA ENTERPRISES LTD, PRE 14A, 2000-04-19

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD
PRE 14A, 2000-04-19
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<PAGE>
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)

Filed by the Registrant / /

Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

<PAGE>

Preliminary Copies

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
Southampton Princess Hotel, South Road, Southampton, Bermuda, on May 25, 2000 at
10:00 A.M., for the following purposes:

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

2. To consider and act upon an amendment to the Company's
Bye-laws concerning the indemnification provided by the
Company to the Company's directors and officers;

3. To consider and act upon a proposal to cancel options to
purchase shares of Class A Common Stock previously granted to
Frederic T. Klinkhammer and John A. Schwallie and to grant new
options to purchase shares of Class A Common Stock to Mr.
Klinkhammer and Mr. Schwallie;

4. To receive and adopt the financial statements of the Company
for the Company's fiscal year ended December 31, 1999,
together with the auditors' report thereon; and

5. To appoint Arthur Andersen as auditors for the Company and to
authorize the directors to approve their fee.

The approval and adoption of each matter to be presented to the
shareholders is independent of the approval and adoption of each other matter to
be presented to the shareholders.

Only shareholders of record at the close of business on April 5, 2000
are entitled to notice of and to vote at the meeting.

By order of the Board of Directors,

NICOLAS G. TROLLOPE
Secretary

Hamilton, Bermuda
May 1, 2000

IMPORTANT: The prompt return of proxies will ensure that your shares will be
voted. A self-addressed envelope is enclosed for your convenience.

<PAGE>

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

-----------------------------

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
May 25, 2000

-----------------------------

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(the "Company" or "CME"), a Bermuda company, for use at the Annual General
Meeting of Shareholders of the Company (the "Meeting") to be held at the
Southampton Princess Hotel, South Road, Southampton, Bermuda, on May 25, 2000,
at 10:00 A.M., and at any adjournments thereof.

Shareholders may vote their shares either by signing and returning the
proxy card accompanying this Proxy Statement or by touch-tone telephone.
Instructions for telephone voting are set forth on the accompanying proxy card.
Shareholders who execute proxies retain the right to revoke them at any time by
notice in writing to the Secretary of the Company, by revocation in person at
the Meeting or by presenting a later-dated proxy. Unless so revoked, the shares
represented by proxies will be voted at the Meeting in accordance with the
directions given therein. Shareholders vote at the Meeting by casting ballots
(in person or by proxy) which are tabulated by a person who is appointed by the
Board of Directors before the Meeting to serve as inspector of election at the
Meeting and who has executed and verified an oath of office. The presence, in
person or by proxy, of shareholders entitled to cast at least a majority of the
total number of votes entitled to be cast on each matter to be voted upon at the
Meeting constitutes a quorum as to each such matter. Abstentions and broker
"non-votes" are included in the determination of the number of shares present at
the Meeting for quorum purposes, but abstentions and broker "non-votes" are not
counted in the tabulations of the votes cast on proposals presented to
shareholders. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner or has discretionary power but
elects not to exercise it.

The registered office of the Company is located at Clarendon House,
Church Street, Hamilton HM CX, Bermuda. Certain subsidiaries of Central European
Media Enterprises Ltd. also maintain offices at Swan House, 52 Poland Street,
London W1V 3DF, England. The date on which this Proxy Statement and the enclosed
form of proxy will be first sent to shareholders is on or about May 1, 2000.

Shareholders of record of the Class A Common Stock, par value $.08 per
share, of the Company (the "Class A Common Stock") at the close of business on
April 5, 2000 shall be entitled to one vote for each share then held.
Shareholders of record of the Class B Common Stock, par value $.08 per share, of
the Company (the "Class B Common Stock") at the close of business on April 5,
2000 shall be entitled to ten votes for each share then held. The Class A Common
Stock and the Class B Common Stock shall be voted on all matters presented as a
single class. There were issued and outstanding at the close of business on
April 5, 2000, 2,313,346 shares of Class A Common Stock and 991,842 shares of
Class B Common Stock.

<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 5, 2000
with respect to the beneficial ownership of the Company's Class A Common Stock
and Class B Common Stock and also sets forth certain information with respect to
voting power and percentage of ownership as of April 5, 2000, by (i) each
shareholder known by the Company to beneficially own more than 5% of any class
of the Company's outstanding voting securities, (ii) each director of the
Company, (iii) the Chief Executive Officer, a former Chief Executive Officer and
the other executive officer of the Company and (iv) all directors and executive
officers of the Company as a group. Except as otherwise noted below, each of the
shareholders identified in the table has sole voting and investment power over
the shares beneficially owned by such person. The beneficial ownership of Shares
of Class A Common Stock and Class B Common Stock set forth in the following
table reflects the one-for-eight reverse stock split of the Company's Common
Stock in December 1999.

<TABLE>
<CAPTION>
Beneficial Ownership of Beneficial Ownership of Common Stock
Class A Common Class B Common --------------------
Stock (a) Stock % of %
----------------------- ----------------------- Voting Owner-
Name of Beneficial Owner Number Percent Number Percent Power(b) Ship(b)
- ------------------------ ------ ------- ------ ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Ronald S. Lauder(1)(12) ................ 41,562(21) 1.8% 914,134(25) 92.2% 75.0% 28.3%
Frederic T. Klinkhammer ................ 32,626(22) 1.4 -- -- * 1.0
Nicolas G. Trollope(2) ................. 212 * -- -- * *
Jacob Z. Schuster ...................... -- -- -- -- -- --
John A. Schwallie ...................... 21,458(23) * -- -- * *
Marie-Monique Steckel .................. -- -- -- -- -- --
All directors and executive
as a group (6 persons) ............... 95,858(24) 4.0 914,134(25) 92.2 75.0 29.7
Michel Delloye(3) ...................... -- -- -- -- -- --
Vladimir A. Gousinsky (4) .............. 520,789 22.5 -- -- 4.3 15.8
Mercury Asset Management plc(5) ........ 271,243 11.7 -- -- 2.2 8.2
Warburg, Pincus Asset
Management, Inc. (6) ................. 255,325 11.0 -- -- 2.1 7.7
Stephen L. Farley(7)(13) ............... 221,718 9.6 -- -- 1.8 6.7
Labrador Partners L.P.(7)(14) .......... 200,000 8.6 -- -- 1.6 6.1
ValueVest Management
Company, LLC(8)(15) .................. 156,375 6.8 -- -- 1.3 4.7
Mark A. Reily (9)(16) .................. 152,524 6.6 -- -- 1.2 4.6
ValueVest Partners, L.P.(8)(17) ........ 134,500 5.8 -- -- 1.1 4.1
Curtis Alexander(10)(18) ............... 131,536 5.7 -- -- 1.1 4.0
Leonard A. Lauder(11)(19) .............. -- -- 171,069 17.2 15.2 5.3
EL/RSLG Media, Inc.(1)(20) ............. -- -- 80,861 8.2 7.2 2.5
</TABLE>

- ---------
* Less than 1.0%

(a) Does not include 991,842 shares of Class A Common Stock issuable upon
conversion of shares of Class B Common Stock. Shares of Class B Common
Stock are convertible at any time into shares of Class A Common Stock
for no additional consideration on a share-for-share basis.

(b) Represents the percentage of total voting power and the percentage
ownership of the Class A Common Stock and the Class B Common Stock
currently beneficially owned by each identified shareholder and all
directors and executive officers as a group. The Class A Common Stock
and the Class B Common Stock are the only authorized classes of the
Company's capital stock with shares outstanding.

(1) The address of each of the shareholders indicated is Suite 4200, 767
Fifth Avenue, New York, New York 10153.

(2) These shares are owned beneficially by the Proverbs Trust of which Mr.
Trollope and his wife are co-trustees and beneficiaries.

(3) Resigned as President and Chief Executive Officer and a director of the
Company on March 23, 1999. Mr. Delloye is no longer required to file
Section 16 reports with the Securities and Exchange Commission in
connection with his beneficial ownership of the Company's securities.
Pursuant to Mr. Delloye's severance agreement (see page 13), all of Mr.
Delloye's options for Class A Common Stock have expired. The Company is
not aware of any shares of its stock beneficially owned by Mr. Delloye.

<PAGE>

(4) Information in respect of the beneficial ownership of Mr. Vladimir A.
Goussinsky (other than percentage ownership) is based upon a statement
on Schedule 13D, dated October 22, 1999, filed jointly by Mr.
Goussinsky, Elemental Limited, Media Most Limited, media Most B.V., Zao
Media Most and Dr. Andre V. Tsimailo. The address of Mr. Goussinsky,
Zao Media Most and Dr. Andre V. Tsimailo is ulitsa Novy Arbat 36,
Moscow 121205 Russian Federation. The address of Elemental Limited and
Media Most Limited is 57/63 Line Wall Road, Gibraltar. The address of
Media Most B.V. is Locatellikade 1, 1076 AZ, Amsterdam Netherlands.

(5) Information in respect of the beneficial ownership of Mercury Asset
Management plc (other than percentage ownership) is based upon a
statement on Schedule 13D filed by such person. The address of Mercury
Asset Management plc is 33 King William Street, London, EC4R 9AS,
England.

(6) Information in respect of the beneficial ownership of Warburg, Pincus
Asset Management, Inc. (other than its percentage ownership) is based
upon a statement on Schedule 13G filed by such person. The address of
Warburg, Pincus Asset Management, Inc. is 466 Lexington Avenue, New
York, New York 10017.

(7) Information in respect of the beneficial ownership of Stephen L. Farley
and Labrador Partners L.P. (other than percentage ownership) is based
upon a statement on Schedule 13G filed jointly by such persons. The
address of Mr. Farley and Labrador Partners L.P. is 655 Third Avenue,
Suite 2520, New York, New York 10017.

(8) Information in respect of the beneficial ownership of ValueVest
Management Company, LLC and ValueVest Partners, L.P. is based upon a
statement on Schedule 13G filed jointly by such persons. The address of
ValueVest Management Company, LLC and ValueVest Partners, L.P. is One
Sansome Street, 39th Floor, San Francisco, California 94104.

(9) Information in respect of the beneficial ownership of Mark A. Reily
(other than his percentage ownership) is based upon a statement on
Schedule 13G/A filed by such person. The address of Mr. Reily is 260
Broadway, Suite 2-D, New York, New York 10013.

(10) Information in respect of the beneficial ownership of Curtis Alexander
(other than his percentage ownership) is based upon a statement on
Schedule 13G filed by such person. The address of Mr. Alexander is 615
Boston Post Road, Suite 200, Sudbury, Massachusetts 01776.

(11) Information in respect of the beneficial ownership of Leonard A. Lauder
(other than his percentage ownership) is based upon a statement on
Schedule 13D filed by such person. The address of Mr. Leonard Lauder is
c/o The Estee Lauder Companies Inc., 767 Fifth Avenue, New York, New
York 10153.

(12) 15,004 of these shares of Class B Common Stock are owned directly by
Ronald S. Lauder, 423,177 of these shares of Class B Common Stock are
owned beneficially by RSL Investments Corporation, 284,062 of these
shares of Class B Common Stock are owned beneficially by RSL Capital
LLC and 72,223 of these shares of Class B Common Stock are owned
beneficially by Duna Investments, Inc., all of which are owned by Mr.
Lauder. 26,307 of these shares of Class B Common Stock are held by RAJ
Family Partners L.P. and beneficially owned by Mr. Lauder, and 80,861
of these shares of Class B Common Stock are held by EL/RSLG Media,
Inc., of which 50% of the common stock outstanding is beneficially
owned by the 1995 Estee Lauder RSL Trust and beneficially owned by Mr.
Lauder.

(13) 200,000 of these shares are also included in the shares reported as
being beneficially owned by Labrador Partners L.P. Mr. Farley is the
managing general partner of Labrador Partners L.P.

(14) These shares are also included in the shares reported as being
beneficially owned by Stephen L. Farley, the managing general partner
of Labrador Partners L.P.

(15) 134,500 of these shares are also included in the shares reported as
being beneficially owned by ValueVest Partners, L.P. ValueVest
Management Company, LLC is the general partner of ValueVest Partners,
L.P.

<PAGE>

(16) 15,750 of these shares are owned directly by Mark A. Reily ("Reily"),
4,000 of these shares are owned by an IRA F/B/O Reily, 1,250 shares are
owned by a SEP IRA F/B/O Reily, 86,737 shares are owned by Media Group
Investors, L.P. which has a sole general partner, Media Group
Management, Inc., of which Reily is a 75% shareholder, 15,662 shares of
Common Stock owned by Media Group Investments, Ltd., which has as its
investment advisor Vercingetorix Corp., of which Reily is a 50%
shareholder, 16,000 shares of Common Stock owned by Goldman Sachs
Strategic Tech Fund, which also has as its investment adviser
Vercingetorix Corp., and 13,125 shares of Common Stock owned by Key
Media & Communications, Inc., which has as its investment advisor
Vercingetorix Corp.

(17) These shares are also included in the shares reported as being
beneficially owned by ValueVest Management Company, LLC, the general
partner of ValueVest Partners, L.P.

(18) 12 of the shares are owned directly by Curtis Alexander ("Alexander").
86,737 of these shares are owned by Media Group Investors, L.P. which
has a sole general partner, Media Group Management, Inc., of which
Alexander is a 25% shareholder. 15,662 of these shares are owned by
Media Group Investments, Ltd., which has as its investment advisor
Vercingetorix Corp. of which Alexander is a 50% shareholder. 16,000 of
these shares are owned by Goldman Sachs Strategic Technology Portfolio,
L.P., which also has as its investment adviser Vercingetorix Corp.
13,125 of these shares are owned by Key Media & Communications, Inc.,
which also has as its investment advisor Vercingetorix Corp.

(19) 35,654 of these shares of Class B Common Stock are owned directly by
Leonard A. Lauder. 80,861 of these shares of Class B Common Stock are
held by EL/RSLG Media, Inc., of which 50% of the common stock
outstanding is beneficially owned by the 1995 Estee Lauder LAL Trust,
of which Leonard A. Lauder is a co-trustee and beneficiary. 54,554 of
these shares of Class B Common Stock are held by LWG Family Partners
L.P., a partnership whose managing partner is a corporation which is
one-third owned by Mr. Lauder.

(20) These shares are also included in the shares reported as being
beneficially owned by Ronald S. Lauder and Leonard A. Lauder.

(21) Represents shares of Class A Common Stock underlying (i) warrants which
are currently exercisable at exercise prices per share of $128.80 and
$242.00 on 31,250 and 8,750 shares of Class A Common Stock,
respectively and which expire on September 9, 2000 and October 2, 2001,
respectively, (ii) 1,250 shares of Class A Common Stock underlying
options which are currently exercisable at $184.00 per share and which
expire on August 1, 2007, and (iii) 312 shares of Class A Common Stock
underlying options which are currently exercisable, which had an
initial exercise price equal to $178.60 and which exercise price
increases on the first day of each calendar quarter by one quarter of
5.57% and which expire on June 8, 2008. Does not include 938 shares of
Class A Common Stock underlying options which are not currently
exercisable and which will not become exercisable within 60 days, but
which had an initial exercise price of $178.60 per share, which
exercise price increases on the first day of each calendar quarter by
one-quarter of 5.57% and which expire on June 8, 2008.

(22) Includes 32,501 shares of Class A Common Stock underlying options which
are currently exercisable at exercise prices per share of $66.50,
$192.00, and $186.50 on 22,500, 6,667 and 3,334 shares of Class A
Common Stock, respectively. Does not include 23,749 shares of Class A
Common Stock underlying options which are not currently exercisable and
which will not become exercisable within 60 days, but of which (i)
options for 5,833 shares had an initial exercise price of $192.00,
which exercise price increases on each January 1 by 5.55% compounded
annually and which expire on January 19, 2005; (ii) options for 2,916
had an initial exercise price of $186.50 per share, which exercise
price increases on each January 1 by 5.55% compounded annually and
which expire on February 23, 2005; and (iii) options for 15,000 shares
have an exercise price of $66.50 per share and expire on March 23,
2009. Pursuant to a Board of Directors proposal and Shareholder vote,
the above options to acquire 56,250 shares of Class A Common Stock are
subject to cancellation. At the Annual General Meeting to which this
Proxy Statement relates, shareholders are being asked to approve a
proposal of the Board of Directors to cancel these options and grant
options to Mr. Klinkhammer to acquire 132,000 shares of Class A Common
Stock. Such options would not be currently exercisable and would not be
exercisable within 60 days but would have an exercise price of $11.875
per share and would expire on March 8, 2007.

<PAGE>

(23) Represents 20,625 shares of Class A Common Stock underlying options
which are currently exercisable at exercise prices per share of
$112.00, $117.00, $166.00 and $184.00 on 1,250, 6,250, 3,125 and 10,000
shares of Class A Common Stock, respectively and 833 shares of Class A
Common Stock underlying options which are currently exercisable, which
had an initial exercise price equal to $91.504 and which exercise price
increases on the first day of each calendar quarter by one quarter of
4.91%. Does not include 11,667 shares of Class A Common Stock
underlying options which are not currently exercisable and which will
not become exercisable within 60 days but of which (i) options for
1,667 shares had an initial exercise price of $91.504 per share, which
exercise price increases on the first day of each calendar quarter by
one-quarter of 4.91% and which expire on August 1 2003; and (ii)
options for 10,000 shares have an exercise price of $104.00 per share
and expire on August 1, 2006. Pursuant to a Board of Directors proposal
and Shareholder vote, these options to acquire shares of Class A Common
Stock are subject to cancellation. At the Annual General Meeting to
which this Proxy Statement relates, shareholders are being asked to
approve a proposal of the Board of Directors to cancel these options
and grant options to Mr. Schwallie to acquire 33,000 shares of Class A
Common Stock. Such options would not be currently exercisable and would
not be exercisable within 60 days but would have an exercise price of
$11.875 per share and would expire on March 8, 2007.

(24) Includes 55,521 shares of Class A Common Stock underlying options which
are currently exercisable or which will become exercisable within 60
days and 40,000 shares of Class A Common Stock underlying warrants
which are currently exercisable. Does not include 30,812 shares of
Class A Common Stock underlying options which are not currently
exercisable and which will not become exercisable within 60 days.

(25) Includes 12,500 shares of Class B Common Stock underlying options
which are currently exercisable at an exercise price of $191.416 per
share and which expire on August 1, 2007.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers, directors and persons who
beneficially own greater than 10% of a registered class of the Company's equity
securities to file certain reports ("Section 16 Reports") with the Securities
and Exchange Commission with respect to ownership and changes in ownership of
the Common Stock and other equity securities of the Company. Based solely on the
Company's review of the Section 16 Reports furnished to the Company and written
representations from certain reporting persons, the Company believes that,
during the fiscal year ended December 31, 1999, all filing requirements under
Section 16(a) applicable to its officers, directors and greater than 10%
beneficial owners were complied with on a timely basis, except that
Marie-Monique Steckel and Jacob Z. Schuster each filed a late Form 3 upon
becoming a director of the Company on December 14, 1999.

<PAGE>

ELECTION OF DIRECTORS

Five directors will be nominated for election at the Meeting to serve
until the Company's next annual general meeting of shareholders. The election of
directors requires the affirmative vote of a majority of the votes cast, in
person or by proxy, at the Meeting, provided that a quorum is present in person
or by proxy. Abstentions and broker non-votes will be included in determining
the presence of a quorum, but are not counted as votes cast. Unless otherwise
indicated, the accompanying form of proxy will be voted FOR the persons listed
below. At this time, the Board of Directors knows of no reason why any nominee
might be unable to serve. There is no arrangement or understanding between any
director and any other person pursuant to which such person was selected as a
director.

<TABLE>
<CAPTION>
Year
Became a
Name of Nominee Principal Occupation Age Director
- --------------- -------------------- --- --------
<S> <C> <C> <C>
Ronald S. Lauder............... Nonexecutive Chairman of the Board of
the Company; Chairman of RSL Communications, Ltd. 56 1994
Frederic T. Klinkhammer........ President, Chief Executive Officer and Director 55 1999
Nicolas G. Trollope............ Partner, Conyers Dill & Pearman 53 1994
Jacob Z. Schuster.............. President, RSL Management Corporation 51 1999
Marie-Monique Steckel.......... Consultant to Ronald S. Lauder 60 1999
</TABLE>

Ronald S. Lauder, a founder of the Company, has served as nonexecutive
Chairman of the Board of the Company since its incorporation in 1994. He is also
the co-founder and has served as the Chairman of RSL Communications, Ltd. ("RSL
Communications"), an international telecommunications company, since 1994. Mr.
Lauder is a principal shareholder of The Estee Lauder Companies Inc. ("Estee
Lauder") and has served as Chairman of Estee Lauder International and Chairman
of Clinique Laboratories, Inc., divisions of Estee Lauder, since returning to
the private sector from government service in 1987. From 1986 until 1987, Mr.
Lauder served as U.S. Ambassador to Austria. From 1983 to 1986, Mr. Lauder
served as Deputy Assistant Secretary of Defense for European and NATO Affairs.
Mr. Lauder currently is a director of Estee Lauder. He is Chairman of the Board
of Trustees of the Museum of Modern Art, Chairman of the Council of Presidents
of American Jewish Organizations, President of the Jewish National Fund,
Chairman of the International Public Committee of the World Jewish Restitution
Organization, Treasurer of the World Jewish Congress, a member of the Board of
Governors of the Joseph H. Lauder Institute of Management and International
Studies at the University of Pennsylvania and a member of the Visiting Committee
of the Wharton School at the University of Pennsylvania. He received his B.S. in
International Business from the Wharton School of the University of
Pennsylvania.

Frederic T. Klinkhammer has served as President and Chief Executive
Officer of the Company since March 1999. Mr. Klinkhammer has also served as
President and Chief Executive Officer of CME Development Corporation since March
1999. From January 1998 until March 1999, Mr. Klinkhammer served as Chief
Operating Officer and Executive Vice President of the Company and as Chief
Operating Officer, Executive Vice President and Managing Director of CME
Development Corporation. From July 1992 to December 1997, Mr. Klinkhammer
operated an international broadcasting and telecommunications consulting
practice. Mr. Klinkhammer was founding Chief Executive Officer of MediaLinx, the
multimedia arm of BCE Inc., from March 1993 to August 1996 and was responsible
for the creation of Sympatico, Canada's largest internet service provider. Mr.
Klinkhammer was President and Chief Executive Officer of IMAX Corporation from
August 1990 to June 1992, during which time that company produced its first two
feature length films. From March 1984 to August 1990, Mr. Klinkhammer served as
President and Chief Executive Officer of First Choice, Canada's largest pay
television company. From March 1983 to March 1984, Mr. Klinkhammer served as
Chief Executive Officer of Cablenet Ltd., a multi system

<PAGE>

cable operator with operations in the U.S. and Canada. From January 1974 to
March 1983, Mr. Klinkhammer served as Vice President-Finance and later Vice
President and General Manager of Citytv in Toronto, Canada. Mr. Klinkhammer, a
certified Management Accountant, is a graduate of Ryerson Polytechnical
Institute in Business.

Jacob Z. Schuster has been President and Treasurer of RSL Management
Corporation since November 1995. Mr. Schuster has been Executive Vice President
and Assistant Secretary of RSL Communications since 1994 and served as the
Treasurer of RSL Communications from 1994 through 1998 and as Chief Financial
Officer of RSL Communications from February 1997 until December 1998. From 1986
to 1992, Mr. Schuster was a General Partner and the Treasurer of Goldman, Sachs
& Co. Mr. Schuster is a director of RSL Communications and deltathree.com, Inc.
Mr. Schuster received a B.S. degree from Johns Hopkins University and an M.B.A.
degree from Baruch College.

Marie-Monique Steckel has served as a consultant to Ronald S. Lauder
since September 1999. From 1979 to September 1999, Ms. Steckel served as the
President of France Telecom North America. Ms. Steckel serves as a director of
Lepercq-Istel Fund. Ms. Steckel received a political science degree from the
Institute d'Etudes Politiques in Paris and did graduate work at Yale and Harvard
Business School.

Nicolas G. Trollope has served as Vice President and Secretary of the
Company since January 1997. Mr. Trollope has been a partner with the law firm of
Conyers, Dill & Pearman, Hamilton, Bermuda, since 1991. Mr. Trollope serves as a
director of RSL Communications and Delphi International Ltd., an insurance
company. Mr. Trollope received an LL.B. degree from London University.

Committees of the Board

The Board of Directors has an Audit Committee which is composed of
Messrs. Lauder and Trollope. During a portion of 1999 the Audit Committee was
composed of Messrs. Lauder and Herbert S. Schlosser and Peter R. Goldscheider.
Messrs. Schlosser and Goldscheider no longer serve on the Board of Directors The
Audit Committee is responsible for recommending annually to the Board of
Directors the independent auditors to be retained by the Company, reviewing with
the independent auditors the scope and results of the audit engagement and
establishing and monitoring the Company's financial policies and control
procedures. During the fiscal year ended December 31, 1999, the Audit Committee
met on one occasion.

The Board of Directors has a Compensation Committee which is composed
of Messrs. Lauder and Schuster and Ms. Steckel. During a portion of 1999 the
Compensation Committee was composed of Messrs. Lauder and Trollope. The
Compensation Committee is responsible for determining executive compensation
policies and guidelines and for administering the Company's 1994 Stock Option
Plan (the "1994 Stock Option Plan") and the Company's 1995 Stock Option Plan
(the "1995 Stock Option Plan"; collectively, the 1994 Stock Option Plan and the
1995 Stock Option Plan may be referred to as the "Stock Option Plans"),
including granting options and setting the terms thereof pursuant to such plans.
In addition, the Compensation Committee is responsible for the administration of
the Company's Director, Officer and Senior Executive Co-Investment Plan and for
reviewing and approving significant employment agreements. During the fiscal
year ended December 31, 1999, the Compensation Committee met on one occasions.

During the fiscal year ended December 31, 1999, the Board of Directors
met, or acted by unanimous consent, on twenty occasions. Each member of the
Board of Directors attended at least 75% of the aggregate number of meetings of
the Board of Directors and the Committees of the Board on which they served
during the periods that they served.

There is no family relationship among any directors or executive
officers of the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE
ELECTION OF THE FIVE NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS.

<PAGE>

EXECUTIVE OFFICER

Set forth below is certain information describing the Company's
executive officer who is not a nominee for director:

John A. Schwallie, age 37, has served as Vice President-Finance and
Chief Financial Officer of the Company since August 1995. Mr. Schwallie, a
certified public accountant, served as Financial Director of CNTS, the Company's
Czech Republic subsidiary, from 1994 until August 1995. From 1992 until 1993,
Mr. Schwallie served as the Advisor to the Financial Director of Prague
Breweries, the second largest brewery in the Czech Republic. During 1991, he
served as the assistant to the Regional Director of General Atlantic, a London
based multi-billion dollar privately held conglomerate, operating retail outlets
in Prague. Mr. Schwallie received his B.S. degree from Skidmore College and his
M.B.A. degree from Cornell University.

There is no arrangement or understanding between any executive officer
and any other person regarding selection as an executive officer.

<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes all plan and non-plan compensation
awarded to, earned by, or paid to the Company's present and one former Chief
Executive Officers and its other executive officer (together, the "Named
Executive Officers") who either served as executive officers during, or were
serving as executive officers at the end of, the last completed fiscal year
ended December 31, 1999, for services rendered in all capacities to the Company
and its subsidiaries for each of the Company's last three fiscal years. The
number of securities underlying options set forth in the following table
reflects the one-for-eight stock split of the Company's Common Stock which
occurred in December 1999.

<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------------------
Awards
Annual Compensation -------------------------------------
---------------------------------------------- Securities
Other Annual Restricted Underlying All Other
Name and Salary Bonus Compensation Awards Options(4) Compensation
Principal Position Year $ $ $ $ # $
------------------ ---- - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C>

Frederic T. Klinkhammer
President and Chief Executive 1999 350,000 100,000 166,400(1) -- 37,500 2,520(6)
Officer ......................... 1998 300,000 200,000 74,700(1) 18,750 504(6)

John A. Schwallie 1999 250,000 40,000 38,400(2) -- 10,000 2,520(6)
Vice President-Finance 1998 235,417 80,000 39,843(3) 2,500 1,008(6)
And Chief Financial Officer ..... 1997 210,417 75,000 -- 10,000

Michel Delloye
Former President and Chief 1999 87,500 -- 81,000(1) -- -- 1,300,040(5)
Executive Officer ................ 1998 271,943 -- 254,125(1) 28,125 60(6)
</TABLE>

- ----------------------
(1) Represents an expatriate premium paid by the Company pursuant to the
terms of an employment agreement.

(2) Represent housing costs paid by the Company.

(3) Represents a living allowance paid by the Company pursuant to the terms
of an employment agreement.

(4) At the Annual General Meeting to which this Proxy Statement relates,
shareholders are being asked to approve a proposal of the Board of
Directors to cancel these options and grant options to acquire 132,000
and 33,000 shares of Class A Common Stock to Mr. Klinkhammer and Mr.
Schwallie, respectively, all at an exercise price of $11.875 per share.

(5) Mr. Delloye resigned as President and Chief Executive Officer of the
Company on March 23, 1999. Pursuant to a severance agreement (see page
13), Mr. Delloye received a lump sum payment from the Company and one
of its subsidiaries totaling $1,300,000. This number also represents
life insurance benefits paid by the Company.

(6) Represents life insurance benefits paid by the Company.

No stock appreciation rights or long-term incentive plan awards (all as
defined in the proxy regulations of the Securities and Exchange Commission) were
awarded to, earned by, or paid to the Named Executive Officers during the time
periods described above.

<PAGE>

Option Grants In Last Fiscal Year

The following table sets forth information with respect to grants of
options to purchase shares of Class A Common Stock granted to the Named
Executive Officers during the fiscal year ended December 31, 1999.

<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------- Potential Realizable
Percent of Value at Assumed Annual
Number of Total Rates of Stock Price
Securities Options Appreciation
Underlying Granted to for Option Term
Options Employees Exercise ------------------------
Granted In Fiscal Price Expiration 5% 10%
Name (#)(1)(2) Year ($/sh)(1) Date ($) ($)
- ---- --------- ---- --------- ---- --- ---
<S> <C> <C> <C> <C> <C> <C>
Frederic T .Klinkhammer........ 37,500 61.22% 66.50 3/23/09 1,568,000 3,974,000

John A. Schwallie.............. 10,000 16.33% 104.00 8/1/06 654,000 1,657,000
</TABLE>

- ----------

(1) The number of securities underlying options granted in 1999 and the
exercise price for such options reflect the one-for-eight reverse stock
split of the Company's Common Stock which occurred in December 1999.

(2) At the Annual General Meeting to which this Proxy Statement relates,
shareholders are being asked to approve a proposal of the Board of
Directors to cancel these options and grant options to acquire 132,000
and 33,000 shares of Class A Common Stock to Mr. Klinkhammer and Mr.
Schwallie, respectively, all at an exercise price of $11.875 per share,
which options will expire on March 8, 2007.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The following table sets forth information with respect to each
exercise of stock options during the fiscal year ended December 31, 1999 by the
Named Executive Officers and the value at December 31, 1999 of unexercised stock
options held by the Named Executive Officers.

<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares Acquired Value Fiscal Year-end Fiscal Year-End
On Exercise Realized (#)(1)(2) ($)(1)(3)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Frederic T. Klinkhammer ...... 0 0 23,749/32,501 0/0
John A. Schwallie ............ 0 0 21,458/11,667 0/0
Michel Delloye ............... 0 0 10,937/0(4) 0/0
</TABLE>

- ----------
(1) The number of securities underlying unexercised options at fiscal
year-end reflect the one-for-eight reverse stock split of the Company's
Common Stock which occurred in December 1999.

(3) All options listed are exercisable at prices greater than the closing
market price of the Company's Common Stock at year-end.

(4) Pursuant to Mr. Delloye's severance agreement with the Company and one
of its wholly-owned subsidiaries (see page 13), all of these options
have been terminated.

<PAGE>

Compensation of Directors

The Company pays a cash fee to each of its non-employee directors of
$10,000 per annum. In addition, on the first business day following each annual
general meeting of the Company's shareholders during the term of the 1995 Stock
Option Plan, each non-employee director of the Company (other than Mr. Trollope
who declines such options, but including for these purposes the Chairman) who
has served as a director since the last annual general meeting of shareholders
will be granted options to purchase 1,250 shares (or, in the case of the
Chairman, such higher number as the Board of Directors shall determine) of Class
A Common Stock (in the case of the Chairman, Class B Common Stock). For the
non-employee directors, the exercise price of the options will equal the average
of the closing price of a share of Class A Common Stock for the 10 business days
following the annual meeting (105% of the fair market value of a share of Class
A Common Stock in the case of an option to acquire Class B Common Stock) plus a
premium reflecting the risk-free rate of return based on the life of the option.
The options will vest over the five year period from the date of grant and will
expire 10 years from the date of grant.

The Company reimburses each director for expenses in connection with
attending meetings of the Board of Directors. Mr. Trollope is a partner in the
law firm of Conyers Dill & Pearman, Hamilton, Bermuda, which served as the
Company's Bermuda counsel for the fiscal year ended December 31, 1999 and is
expected to continue to serve as the Company's Bermuda counsel in 2000. For the
fiscal year ended December 31, 1999, the Company paid fees of $159,625.57 to
Conyers Dill & Pearman, which includes the services of Mr. Trollope as a
director. No separate compensation is paid to any director for serving on
committees. Directors who are also employees of the Company receive no
additional compensation for service as a director.

On August 1, 1996, the Company and Mr. Herbert Schlosser, a former
director of the Company, entered into a consulting agreement which expired in
accordance with its terms on July 31, 1999. Under the consulting agreement, Mr.
Schlosser served as a consultant to the Company and, at the request of the
Company's management, performed general consulting services relating to the
Company's broadcast operations. Pursuant to the agreement, the Company paid Mr.
Schlosser at the rate of $100,000 per annum through July 31, 1999, initially
granted Mr. Schlosser 10 year options to purchase 3,125 shares of Class A Common
Stock at an exercise price equal to $174.00 per share, and on August 1, 1997
granted Mr. Schlosser additional 10 year options to purchase 1,250 shares of
Class A Common Stock at an exercise price equal to $184.00 per share. Such
options were in addition to those granted separately to Mr. Schlosser for
serving as a director.

Employment Agreements, Termination of Employment and Change-in-Control
Arrangements

Frederic T. Klinkhammer

Frederic T. Klinkhammer has entered into employment agreements dated as
of January 1, 1998 and amended as of March 23, 1999 with the Company and a
wholly-owned subsidiary of the Company. The employment agreements provide that
Mr. Klinkhammer will serve as President and Chief Executive Officer of the
Company and such subsidiary. Prior to March 23, 1999, under the employment
agreements, Mr. Klinkhammer served as Executive Vice President and Chief
Operating Officer of the Company and Executive Vice President, Managing Director
and Chief Operating Officer of such subsidiary. Pursuant to Mr. Klinkhammer's
employment agreement with the Company, as amended, the Company was required to
name Mr. Klinkhammer to its Board of Directors and the Board is required to
nominate Mr. Klinkhammer for election and re-election to the Board of Directors
of the Company during his term of employment with the Company. Under the
employment agreements, Mr. Klinkhammer will be entitled to receive a base salary
of $350,000 per year which will be increased annually, commencing on March 23,
2000, by 5% or such greater amount determined at the option and sole discretion
of the Compensation Committee, and an expatriate premium of UK (pound)104,000
per annum (plus an additional amount based on the increase in the consumer price
index in the London metropolitan area). The employment agreements provide for an
annual cash bonus opportunity of 75% of base salary if performance is at 100% of
target performance goals established by the Compensation Committee for such year
and up to 100% of his base salary if performance is at or above 150% of such
target. 60% of the bonus is based on the achievement of Company wide objectives
established by the Compensation Committee and 40% of the bonus is based on an
evaluation of personal performance as determined by the Compensation Committee.
For 1999, Mr. Klinkhammer was given a cash bonus of $100,000. The employment
agreements also provide that Mr. Klinkhammer will receive an additional one time
bonus of $1,000,000 if he is employed by the Company or any successor
corporation to the Company on December 31, 2003 and if the price of the
Company's Class A Common Stock has increased from its price as of March 22, 1999
(i.e., $66.50 per share) and the percentage increase exceeds that of the Nasdaq
Composite Index for such period.

<PAGE>

Under the amendment to Mr. Klinkhammer's employment agreement with the
Company, on his being named Chief Executive Officer on March 23, 1999 he was
awarded options to acquire 37,500 shares of the Company's Class A Common Stock
at an exercise price equal to $66.50 per share, the mean between the high and
low trading prices of the Company's Class A Common Stock on the date of grant.
Under Mr. Klinkhammer's employment agreement with the Company, at the time he
was first hired as Executive Vice President and Chief Operating Officer, he was
also awarded in 1998 options to acquire, in the aggregate, 18,750 shares of the
Company's Class A Common Stock. On March 8, 2000 the Board of Directors (acting
without the participation of Mr. Klinkhammer) upon the recommendation of the
Compensation Committee (but subject to the approval of the shareholders at the
Annual General Meeting to which this Proxy Statement relates) cancelled all
56,250 of such options and awarded to Mr. Klinkhammer options to acquire 132,000
shares of the Company's Class A Common Stock at an exercise price equal to
$11.875 per share. Such options would vest in three equal installments on each
of the first three anniversaries of the date of the grant provided that the
vesting would be accelerated as to one-half of such options if the Company's
attributable EBITDA (before corporate charges) equals or exceeds $10.0 million
during any year in which such options have not yet vested and as to the
remaining one-half of such options if the Company's attributable EBITDA (before
corporate charges) equals or exceeds $15.0 million during any year in which such
options have not yet vested. All 132,000 of such options have an expiration date
of March 8, 2007. All options granted to Mr. Klinkhammer will become exercisable
in the event that Mr. Klinkhammer's employment is terminated by the Company as a
result of a change in control of the Company or in the event of a merger,
reorganization or consolidation in which the Company is not the surviving
corporation. The timing and amount of any subsequent option awards will be at
the discretion of the Compensation Committee and approved by the Board of
Directors, and will be commensurate with Mr. Klinkhammer's position with the
Company and taking into account option awards made to other executives of the
Company.

Mr. Klinkhammer's employment agreements also contain noncompetition
provisions applicable during the term of the employment agreement and for a two
year period thereafter, prohibit Mr. Klinkhammer from using confidential
information of the Company during the term of the employment agreements and
thereafter, and specify certain benefits and perquisites that Mr. Klinkhammer
shall be entitled to receive. The term of the employment agreements generally
expire on March 22, 2004. The employment agreements provide that if Mr.
Klinkhammer's employment agreements are not extended at the expiration of the
five year term, he will serve as a part-time consultant for two years following
such expiration, for which he will be paid $250,000 per annum.

John A. Schwallie

John A. Schwallie, Vice President-Finance and Chief Financial Officer
of the Company, has employment agreements dated as of August 1, 1999 with the
Company and a wholly-owned subsidiary of the Company. Under the employment
agreements, Mr. Schwallie will receive an aggregate annual salary of $250,000.
In addition, under such agreements Mr. Schwallie receives a monthly living
allowance of UK (pound)3,333.33 for each calendar month during which he
maintains a principal residence in the Greater London metropolitan area. Mr.
Schwallie's salary and monthly living allowance will be increased annually
commencing on August 1, 2000 to reflect the increase in the consumer price index
in the London metropolitan area for the previous calendar year. Mr. Schwallie
will have the opportunity to earn an annual cash bonus for each full year in a
target amount of 33% of base salary, to be determined by the CEO of the Company
and subject to the Compensation Committee's approval in its sole discretion. The
formula used to calculate the amount of the bonus shall be the same for all
Executive Officers of the Company, excluding the President and CEO. For 1999 Mr.
Schwallie received a cash bonus equal to $40,000. Mr. Schwallie, who had
previously been granted options to purchase 23,125 shares of Class A Common
Stock, was also granted 7 year options under his current agreements to purchase
an additional 10,000 shares of Class A Common Stock at an exercise price of
$104.00 per share. On March 8, 2000 the Board of Directors (acting without the
participation of Mr. Klinkhammer) upon the recommendation of the Compensation
Committee (but subject to the approval of shareholders at the Annual General
Meeting to which this Proxy Statement relates) cancelled all 33,125 of such
options and awarded to Mr. Schwallie options to acquire 33,000 shares of the
Company's Class A Common Stock at an exercise price equal to $11.875 per share.
Such options vest in three equal installments on each of the first three
anniversaries of the date of the grant, provided that the vesting would be
accelerated as to one-half of such options if the Company's attributable EBITDA
(before corporate charges) equals or exceeds $10.0 million during any year in
which such options have not yet vested and as to the remaining one-half of such
options if the Company's attributable EBITDA (before corporate charges) equals
or exceeds $15.0 million during any year in which such options have not yet
vested. All 33,000 of such options have an expiration date of March 8, 2007. In
the event of a merger, reorganization or consolidation in which the Company is
not the surviving corporation, then all options which have been granted to Mr.
Schwallie shall become immediately exercisable. The employment

<PAGE>

agreements contain a confidentiality covenant and a non-compete covenant which
has a term of two years after the termination of Mr. Schwallie's employment. The
terms of the employment agreements generally expire on July 31, 2002.

Termination of Employment

Michel Delloye

The Company and one of its wholly-owned subsidiaries entered into a
severance agreement, dated as of July 27, 1999, with Michel Delloye, who
resigned as President, Chief Executive Officer, and a director of the Company on
March 23, 1999. Pursuant to the severance agreement, most of the provisions of
certain employment agreements between Mr. Delloye, the Company and its
subsidiary were terminated. Under the severance agreement, the Company and its
subsidiary agreed to pay Mr. Delloye lump sum severance payments of $846,000 and
UK(pound)275,000, respectively, offset by an amount equal to UK(pound)63,365,
which amount had been advanced by the Company and its subsidiary to Mr. Delloye
in connection with the acquisition of a house and related costs. In addition,
under the severance agreement, the Company agreed to pay to Mr. Delloye's
lawyers the sum of $25,000 for legal expenses in connection with the
representation of Mr. Delloye in connection with his relationship with the
Company and its subsidiary.

Under the employment agreements, Mr. Delloye had been granted options
to purchase 28,125 shares of Class A Common Stock. Under the severance
agreement, 10,937 options became exercisable immediately prior to Mr. Delloye's
resignation on March 23, 1999. These options have subsequently expired
unexercised. The remaining options were terminated as of March 23, 1999.

Mr. Delloye continues to be subject to provisions in the employment
agreements with regard to a prohibition on the use of confidential information.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee at the end of the fiscal year
ended December 31, 1999 were Ronald S. Lauder and Jacob Z. Schuster and
Marie-Monique Steckel. Prior to the 1999 Annual General Meeting of Shareholders,
the Compensation Committee was composed of Messrs. Lauder and Trollope. See
"Compensation of Directors" and "Certain Relationships and Related
Transactions."

<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee administers the Company's compensation
programs for the Company's executive officers and station managers and also
administers the Company's Stock Option Plans.

Compensation Objectives and Policies

The Compensation Committee seeks to provide compensation packages to
the Company's executive officers and station managers that will motivate them
and retain their services. The Compensation Committee has adopted the following
basic objectives and policies for compensating the Company's executive officer
and station managers:

o compensation plans reward individual and corporate
achievement;

o short and long-term incentives are to be effectively balanced
to satisfy both the short and long-term goals of the Company;
and

o the interests of the Company's executive officers and station
managers are to be aligned with those of the Company's
shareholders through potential stock ownership.

The Compensation Committee has devised pay packages that consist of
three components:

Base Salary

Base salaries are intended to provide regular compensation at a
sufficient level to retain and motivate the Company's executive officers and
station managers.

Annual Bonus

The Company's annual bonus plan for the Company's executive officers
and station managers provides participants an opportunity to earn bonuses equal
to a specified percentage of their salaries. A portion of the bonus (determined
by the Compensation Committee) will be based on the achievement of company-wide
financial objectives (such as attributable revenue and EBITDA) established by
the Compensation Committee, and the remainder will be based on an evaluation of
personal performance submitted by management and approved by the Compensation
Committee. The performance of the Chief Executive Officer will be solely
evaluated by the Compensation Committee.

Stock Options

Stock Options are an integral part of the pay packages of the Company's
executive officers and station managers. The Compensation Committee believes
that stock options, which are designed to focus attention on stock values, are
the most effective way of aligning the long-term interests of the Company's
executive officers and station managers with those of the Company's
shareholders. The exercise price of each option on shares of Class A Common
Stock will not be less than the fair market value on the date the grant is
approved by the Compensation Committee, and will generally take any of the
following three forms, at the discretion of the Compensation Committee.

<TABLE>
<CAPTION>
Expiry Vesting Schedule (Years)
----------- -------------------------------------------------------------------
1 2 3 4 5
<S> <C> <C> <C> <C> <C> <C>
Two-year options................ 5 years 33% 67%
Three-year options.............. 7 years 25% 30% 45%
Five-year options............... 10 years 10% 15% 15% 25% 35%
</TABLE>

<PAGE>

The Compensation Committee may elect to accelerate the vesting schedule
of the options based on the satisfaction of certain Company performance goals.

Options will generally remain exercisable during continued employment
until the seventh anniversary of the date of grant, which provides executives an
incentive to increase shareholder value over the long term since the full
benefit of the options cannot be realized unless stock price appreciation occurs
over a number of years.

Options will expire on the earlier of their stated expiration date or
one year after termination of an executive's employment, except that options
terminate immediately following a termination for cause and 90 days following a
voluntary termination by the executive. If there is a change in control of the
Company, options generally will become exercisable if an executive is thereafter
terminated by the Company other than for cause, or if the executive terminates
for good reason. Options that have not vested at the time of termination of
employment cannot be exercised.

Fiscal Year 1999

Compensation of the Chief Executive Officer

Frederic T. Klinkhammer

Frederic T. Klinkhammer has served as the Company's Chief Executive
Officer since March 1999. Mr. Klinkhammer has entered into employment agreements
with the Company and a wholly-owned subsidiary of the Company dated as
January 1, 1998 and amended as of March 23, 1999. They provide:

Salary

An initial base salary of $350,000 per year with 5% increase in base
salary per year (or such greater amount determined at the option and sole
discretion of the Compensation Committee) provided during the term of the
agreements and an expatriate premium of UK (pound) 104,000 per year (plus an
additional amount based on an increase in the consumer price index in the London
metropolitan area).

Annual Bonus

The Compensation Committee granted a $100,000 bonus to Mr. Klinkhammer
for 1999. The bonus granted to Mr. Klinkhammer was based on his achievement of
personal performance objectives established by the Compensation Committee. Under
Mr. Klinkhammer's employment agreement, he was eligible for 40% of the potential
bonus amount for the achievement of personal performance objectives. The
Compensation Committee determined that Mr. Klinkhammer achieved these objectives
as follows:

o leading the Company through an extremely challenging operating
environment during 1999;

o building more productive relationships with the Company's
station managers;

o reducing Company-wide operating costs; and

o delivering to the Board operating and strategic plans which
the Board believes establish achievable targets in the
extremely challenging operating environment faced by the
Company.

Stock Options

During 1999, Mr. Klinkhammer was granted options to purchase 37,500
shares of Class A Common Stock, at an exercise price of $66.50 per share. On
March 8, 2000 the Compensation Committee recommended to the Board of Directors
the cancellation of all 37,500 of such options and the award to Mr. Klinkhammer
of new options to acquire 132,000 shares of the Company's Class A Common Stock
at an exercise price equal to $11.875 per share. The Board of Directors (without
the participation of Mr. Klinkhammer) accepted the Compensation Committee's
recommendation (subject to the approval of shareholders at the Annual General
Meeting to which this Proxy Statement relates). Such options will vest in three
equal installments on each of the first three anniversaries of the

<PAGE>

date of the grant provided that the vesting would be accelerated as to one-half
of such options if the Company's attributable EBITDA (before corporate charges)
equals or exceeds $10.0 million during any year in which such options have not
yet vested and as to the remaining one-half of such options if the Company's
attributable EBITDA (before corporate charges) equals or exceeds $15.0 million
during any year in which such options have not yet vested. All 132,000 of such
options would have an expiration date of March 8, 2007. As stated above in this
Report, the Compensation Committee views the award of stock options as a key
tool to motivate and retain its executive officers, including the Chief
Executive Officer, as well as to align their interests with those of the
Company's stockholders. Over the last 12 months, the price of the Company's
Class A Common Stock on the Nasdaq National Market has dropped significantly.
The Compensation Committee believes that the drop in the price of the Class A
Common Stock was primarily as a result of (i) the continuing pre-emption of the
television broadcast signal of the Company's television operations in the Czech
Republic by CET 21, spol. s.r.o., which is the license holder for Nova TV, and
(ii) the economic downturn experienced in many of the Company's markets. The
Compensation Committee believes that both these events were beyond the control
of Mr. Klinkhammer and that the exercise prices for Mr. Klinkhammer's options
were based on market factors no longer applicable to the Company. Accordingly,
in order to continue to have Mr. Klinkhammer's compensation package remain
consistent with the Compensation Committee's compensation objectives and
policies, on March 8, 2000, the Compensation Committee and Board of Directors
(without the participation of Mr. Klinkhammer) took the action described in this
paragraph.

In setting Mr. Klinkhammer's compensation package when he became Chief
Executive Officer in March 1999, a number of factors were considered, including:

o the desire of the Board of Directors to name a current
executive of the Company, with knowledge of both the
operations and the short and long-term strategy of the
Company, as Chief Executive Officer, particularly in light of
the resignation of Michel Delloye after only one year as the
Company's Chief Executive Officer and ongoing negotiations
with SBS Broadcasting S.A. ("SBS") with respect to the
purchase by SBS of all the assets, and the assumption by SBS
of all the liabilities, of the company. The transaction with
SBS subsequently was terminated (See the Company's Form 8-K,
dated September 29, 1999);

o the unique skills and experience of Mr. Klinkhammer in the
international media business which the Board of Directors
believed would be necessary to lead the Company through what
the Board of Directors believed would be an extremely
challenging operating environment; and

o the total compensation of key executives at other media
companies.

Compensation of the Former Chief Executive Officer

Michel Delloye

Michel Delloye served as the Company's Chief Executive Officer
beginning in March 1998 through March 23, 1999 when he resigned. Until his
resignation, Mr. Delloye had employment agreements which were to expire in March
2003. They provided:

Salary

An initial base salary of $350,000 per year with $10,000 increases in
base salary per year provided during the term of the agreements and an
expatriate premium of UK (pound) 202,500 per year (plus an additional amount
based on an increase in the consumer price index in the London metropolitan
area).

Stock Options

During 1998, Mr. Delloye was granted options to purchase 28,125 shares
of Class A Common Stock, at an exercise price of $196.50 per share. 21,875 of
the options vested equally after the first and second anniversaries of their
grant and were to generally remain exercisable for ten years, and 6,250 of the
options were to vest equally after the third, fourth and fifth anniversaries of
their grant and were to generally remain exercisable for seven years.

<PAGE>

In setting Mr. Delloye's compensation package, a number of factors were
considered, including:

o the unique skills and experience of Mr. Delloye;

o the total compensation of key executives at other media
companies; and

o the importance of Mr. Delloye, at the time such package was
set, to the continued growth and success of the Company and
the need to provide him with a significant incentive to
motivate and retain his services for a five year period
starting in 1998.

Severance Agreement

See - "Executive Compensation - Employment Agreements, Termination of
Employment and Change-in-Control Arrangements - Termination of Employment" on
page 13 for a description of the severance agreement between Mr. Delloye and the
Company.

Compensation Committee

RONALD S. LAUDER
JACOB Z. SCHUSTER
MARIE-MONIQUE STECKEL

<PAGE>

PERFORMANCE GRAPH

The following performance graph is a line graph comparing the change in
the cumulative shareholder return of the Class A Common Stock against the total
cumulative total return of the Nasdaq Composite Index and the Dow Jones World
Cable and Broadcasting Index between December 31, 1994 and December 31, 1999.

[LINE GRAPH]

DOW JONES
NASDAQ World Cable
Composite and
Date CETV Index Broadcasting Index(1)
---- ---- --------- ---------------------

12/94 100.00 98.04 93.03
12/95 146.43 137.17 113.27
12/96 226.79 168.32 114.18
12/97 180.36 204.74 143.48
12/98 46.88 285.88 209.33
12/99 6.25 541.18 423.82

Value of $100 invested at December 31, 1994 as of December 31, 1999:
Central European Media Enterprises Ltd. .................... $ 6.25
NASDAQ Composite Index ..................................... $ 541.18
Dow Jones World Cable and Broadcasting Index(1)............. $ 423.82

- ----------------
(1) This index includes 20 companies, many of which are non-U.S. based.
Accordingly, the Company believes that the inclusion of this index is useful in
understanding the stock performance of the Company against companies in the
television broadcast and cable industry.

<PAGE>

AMENDMENT TO THE COMPANY'S BYE-LAWS CONCERNING DIRECTORS AND
OFFICERS INDEMNIFICATION

Amendments to the Companies Act, 1981 of Bermuda have been enacted
which allow companies incorporated under the laws of Bermuda to indemnify their
directors and officers in connection with the execution of their duties as a
director or officer of a Bermuda company in accordance with standards that are
more flexible than those currently provided for in the Company's Bye-laws. The
Board of Directors believes that adopting the indemnification standards to the
extent permitted under Bermuda law will assist the Board in identifying and
attracting additional independent directors with broad experience and skills to
serve on the Board. In addition, the Board of Directors believes that the
adoption of indemnification standards to the extent provided for by Bermuda law
would make the Company's indemnification standards more consistent with other
public companies organized under the laws of Bermuda.

For the reasons set forth above, the Board of Directors has determined
that it is in the best interests of the Company and its shareholders to amend
Bye-law 166(1) as set forth in Exhibit A hereto, which would allow the Company
to indemnify its directors and officers in connection with the execution of
their duties as a director or officer of the Company to the full extent
permitted under Bermuda law. Currently, Bye-law 166(1) provides that the
indemnification provided by the Company to its directors and officers may not
extend to acts of "wilful negligence, wilful default, fraud or dishonesty." If
the shareholders approve proposed amendment to Bye-law 166(1) the
indemnification provided by the Company to its directors and officers would not
extend to acts of "fraud or dishonesty."

Vote Required; Recommendation

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE IN
FAVOR OF AMENDING THE COMPANY'S BYE-LAWS CONCERNING DIRECTORS AND OFFICERS
INDEMNIFICATION.

<PAGE>

CANCELLATION OF OPTIONS TO PURCHASE SHARES OF CLASS A COMMON STOCK
PREVIOUSLY GRANTED TO FREDERIC T. KLINKHAMMER AND JOHN A. SCHWALLIE
AND GRANT OF NEW OPTIONS TO PURCHASE SHARES OF CLASS A COMMON STOCK TO
MR. KLINKHAMMER AND MR. SCHWALLIE

The Compensation Committee of the Board of Directors of the Company
views stock options as a key tool to motivate and retain its executive officers,
including Frederic T. Klinkhammer, the Chief Executive Officer, and John A.
Schwallie, the Chief Operating Officer, as well as to align their interests with
those of the Company's shareholders. During and prior to the fiscal year ended
December 31, 1999, Mr. Klinkhammer had been awarded options to acquire in the
aggregate 56,250 shares of Class A Common Stock with initial exercise prices of
$66.50, $192.00 and $186.50 on 37,500, 12,500 and 6,250 shares, respectively.
During and prior to the fiscal year ended December 31, 1999, Mr. Schwallie was
awarded options to acquire in the aggregate 33,125 shares of Class A Common
Stock with initial exercise prices of $112.00, $117.00, $166.00, $184.00,
$91.504, and $104.00 on 1,250, 6,250, 3,125, 10,000, 2,500 and 10,000 shares,
respectively. Over the last 12 months, the price of the Company's Class A Common
Stock on the Nasdaq National Market has dropped significantly. The Compensation
Committee believes that the drop in the price of the Class A Common Stock was
primarily as a result of (i) the continuing pre-emption of the television
broadcast signal of the Company's television operations in the Czech Republic by
CET 21, spol. s.r.o., which is the license holder for Nova TV, and (ii) the
economic downturn experienced in many of the Company's markets. The Compensation
Committee and the Board of Directors believes that both these events were beyond
the control of Mr. Klinkhammer and Mr. Schwallie and that as a result, the
exercise prices of Mr. Klinkhammer's and Mr. Schwallie's options are based on
market factors no longer applicable to the Company. Upon the recommendation of
the Compensation Committee, the Board of Directors (acting without the
participation of Mr. Klinkhammer) determined that in order to keep Mr.
Klinkhammer's and Mr. Schwallie's compensation packages consistent with the
Compensation Committee's compensation objectives and policies, the Company
should cancel the outstanding options to acquire shares of Class A Common Stock
and issue new options to acquire shares of Class A Common Stock to both Mr.
Klinkhammer and Mr. Schwallie with an exercise price that more accurately
reflects such objectives and policies.

The Board of Directors (acting without the participation of Mr.
Klinkhammer) accepted the Compensation Committee's recommendation to cancel all
outstanding options previously granted to Mr. Klinkhammer and Mr. Schwallie and
to grant new options to acquire 132,000 and 33,000 shares of Class A Common
Stock to Mr. Klinkhammer and Mr. Schwallie, respectively, all at an exercise
price of $11.875 per share (the closing price of the Company's Class A Common
Stock on NASDAQ on March 8, 2000). As to both Mr. Klinkhammer and Mr. Schwallie,
such options will vest in three equal installments on each of the first three
anniversaries of the date of grant provided that the vesting would be
accelerated as to one-half of such options if the Company's attributable EBITDA
(before corporate charges) equals or exceeds $10.0 million during any year in
which such options have not yet vested and as to the remaining one-half of such
options if the Company's attributable EBITDA (before corporate charges) equals
or exceeds $15.0 million during any year in which such options have not yet
vested. All options granted will have an expiration date of March 8, 2007.

Under generally accepted accounting principles ("GAAP"), if the
exercise price of a fixed employee stock option is reduced, the option will be
accounted for as "variable" from the date of the price modification until the
date on which the option is exercised, forfeited or expires unexercised. For
GAAP purposes, the cancellation of options and the granting of new options with
a lower exercise price within six months of the date of the cancellation, as the
Board of Directors (without the participation of Mr. Klinkhammer) has approved
with respect to Mr. Klinkhammer and Mr. Schwallie, constitutes a reduction in
the exercise price of their previously granted options which requires "variable"
accounting treatment. Under "variable" accounting treatment, the Company will be
required to record a charge to earnings each earnings period for any increases
in the price of the shares of Class A Common Stock over the exercise price of
the options multiplied by the number of shares underlying the cancelled options
which have been re-granted. Accordingly, the cancellation of the options to
purchase shares of Class A Common Stock to Mr. Klinkhammer and Mr. Schwallie and
the grant of new options to purchase shares of Class A Common Stock to each of
them as described in this proposal will result in the Company recording earnings
charges for increases in the fair market value of the shares of Class A Common
Stock over the exercise price of the new options multiplied by the number of
shares underlying the cancelled options which have been re-granted, which number
of shares is 89,250. The Company will be subject to these potential earnings
charges until the date on which the options are exercised, forfeited or expire
unexercised. The Compensation Committee and the Board of Directors (without the
participation of Mr. Klinkhammer) discussed and considered the impact to the
Company and its shareholders of the accounting treatment and potential earnings
charge to the Company resulting from the cancellation of outstanding options and

<PAGE>

new grant of options to Mr. Klinkhammer and Mr. Schwallie, and determined, for
the reasons discussed in the first paragraph of this proposal that the adoption
of this proposal is in the best interests of the Company and its shareholders.

Vote Required; Recommendation

Approval of this proposal requires the affirmative vote of a majority
of the votes cast, in person or by proxy, at the Meeting, provided that a quorum
is present in person or by proxy. Abstentions and broker non-votes will be
included in determining the presence of a quorum, but are not counted as votes
cast. Unless otherwise indicated, the accompanying form of proxy will be voted
FOR the cancellation of options to purchase shares of Class A Common Stock
previously granted to Frederic T. Klinkhammer and John A. Schwallie and grant of
new options to purchase shares of Class A Common Stock to Mr. Klinkhammer and
Mr. Schwallie.

THE BOARD OF DIRECTORS (WITH MR. KLINKHAMMER ABSTAINING) UNANIMOUSLY
RECOMMENDS A VOTE IN FAVOR OF THE CANCELLATION OF OPTIONS TO PUIRCHASE SHARES OF
CLASS A COMMON STOCK PREVIOUSLY GRANTED TO FREDERIC T. KLINKHAMMER AND JOHN A.
SCHWALLIE AND GRANT OF NEW OPTIONS TO PURCHASE SHARES OF CLASS A COMMON STOCK TO
MR. KLINKHAMMER AND MR. SCHWALLIE.

<PAGE>

ADOPTION OF FINANCIAL STATEMENTS

The Audit Committee of the Board of Directors has approved the audited
financial statements for the Company's fiscal year ended December 31, 1999 (the
"Financial Statements") for presentation to the shareholders at the Annual
General Meeting of Shareholders. Under Bermuda law, the shareholders are
requested to adopt financial statements; under Bermuda law, the adoption of the
Financial Statements by the shareholders does not affect any rights that the
shareholders may have with respect to the Financial Statements. The Financial
Statements are included in the Company's Annual Report on Form 10-K, which is
being circulated together with this Proxy Statement.

Vote Required; Recommendation

The adoption of the Financial Statements requires the affirmative vote
of a majority of the votes cast, in person or by proxy, at the Meeting, provided
that a quorum is present in person or by proxy. Abstentions and broker non-votes
will be included in determining the presence of a quorum, but are not counted as
votes cast. Unless otherwise indicated, the accompanying form of proxy will be
voted FOR adoption of the Financial Statements and the auditors' report thereon.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE
ADOPTION OF THE FINANCIAL STATEMENTS AND THE AUDITORS' REPORT THEREON.

<PAGE>

SELECTION OF AUDITORS

At the recommendation of the Audit Committee, the Board of Directors
recommends to the shareholders that Arthur Andersen, Victoria Hall, Hamilton,
Bermuda, be appointed to serve as the independent auditors of the Company until
the conclusion of the Company's next annual general meeting of shareholders. In
addition, the Board of Directors recommends to the shareholders that the
shareholders authorize the Board of Directors to approve the auditors' fee.

Representatives of Arthur Andersen are expected to be present at the
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions from shareholders.

Vote Required; Recommendation

The appointment of Arthur Andersen to serve as the independent auditors
of the Company and the authorization of the Board of Directors to approve the
auditors' fee requires the affirmative vote of a majority of the votes cast, in
person or by proxy, at the Meeting, provided that a quorum is present in person
or by proxy. Abstentions and broker non-votes will be included in determining
the presence of a quorum, but are not counted as votes cast. Unless otherwise
indicated, the accompanying form of Proxy will be voted FOR the appointment of
Arthur Andersen as the Company's auditors and FOR the Board of Directors to
approve the auditors' fee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE
APPOINTMENT OF ARTHUR ANDERSEN AS THE COMPANY'S AUDITORS AND A VOTE IN FAVOR OF
AUTHORIZING THE BOARD OF DIRECTORS TO APPROVE THE AUDITORS' FEE.

<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 22, 1998, RSL Capital, a company wholly-owned by Ronald S.
Lauder, the non-executive Chairman of the Company's Board of Directors, made an
equity investment of $22.725 million in the Company in exchange for 189,375
shares of the Company's Class B Common Stock, which is a price equal to $120.00
per share, pursuant to the terms of a Stock Purchase Agreement, dated as of
December 3, 1998, between the Company and RSL Capital (the "Stock Purchase
Agreement"). Under the Stock Purchase Agreement, because the last reported daily
trading price of the Class A Common Stock on the Nasdaq Stock Market did not
equal or exceed $120.00 for at least 20 consecutive trading days during the
period that commenced on November 13, 1998 and ended on November 12, 1999, the
Company, on November 19, 1999, issued 94,687 additional shares of Class B Common
Stock to RSL Capital for no additional consideration.

SHAREHOLDER PROPOSALS

Shareholder proposals must be received by the Company at its principal
executive office by January 1, 2001 in order to be considered for inclusion in
proxy materials distributed in connection with the next annual general meeting
of shareholders.

The proxy or proxies designated by the Company will have discretionary
authority to vote on any matter properly presented by a shareholder for
consideration at the next annual general meeting of shareholders but not
submitted for inclusion in the proxy materials for such meeting unless notice of
the matter is received by the Company at its principal executive office by March
16, 2001.

MISCELLANEOUS

Under Bermuda law, no matter or business other than those set forth in
the accompanying Notice of Annual Meeting of Shareholders is permitted to be
presented at the Meeting.

The Company will bear the cost of preparing, assembling and mailing the
enclosed form of proxy, this Proxy Statement and other material which may be
sent to shareholders in connection with this solicitation. Officers and regular
employees may solicit proxies by mail, telephone, telegraph and personal
interview, for which no additional compensation will be paid. In addition,
Georgeson Shareholder Communications Inc. has been engaged by the Company to act
as proxy solicitors and will receive fees of $4,500, plus expenses. The Company
may reimburse persons holding shares in their names or in the names of nominees
for their reasonable expenses in sending proxies and proxy material to their
principals.

The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 is being mailed to shareholders simultaneously with this Proxy
Statement.

By order of the Board of Directors,

NICOLAS G. TROLLOPE
Secretary

Hamilton, Bermuda
May 1, 2000

<PAGE>

EXHIBIT A

PROPOSED AMENDMENTS TO THE COMPANY'S BYE-LAWS CONCERNING THE INDEMNIFICATION
PROVIDED BY THE COMPANY TO THE COMPANY'S DIRECTORS AND OFFFICERS

Bye-law 166(1), proposed to be amended, currently provides as follows:

Bye-law 166(1)

166. (1) The Directors, Secretary and other officers and each person
who is or was or had agreed to become a Director or officer of the Company, and
each such person who is or was serving or who had agreed to serve at the request
of the Board of Directors or an officer of the Company as an employee or agent
of the Company or as a Director, officer, employee or agent of another company,
corporation, partnership, joint venture, trust or other enterprise and every
Auditor for the time being of the Company and the liquidator or trustees (if
any) for the time being acting in relation to any of the affairs of the Company
and everyone of them, and every one of their heirs, executors, administrators
and estates, shall be indemnified and secured harmless out of the assets and
profits of the Company from and against all actions, costs, charges, losses,
damages and expenses which they or any of them, their or any of their heirs,
executors, administrators or estates, shall or may incur or sustain by or by
reason of any act done, concurred in or omitted in or about the execution of
their duty, or supposed duty, in their respective offices or trusts; and
none of them shall be answerable for the acts, receipts, neglects or defaults of
the other or others of them or for joining in any receipts for the sake of
conformity, or for any bankers or other persons with whom any moneys or effects
belonging to the Company shall or may be lodged or deposited for safe custody,
or for insufficiency or deficiency of any security upon which any moneys of or
belonging to the Company shall be placed out on or invested, or for any other
loss, misfortune or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall
not extend to any matter in respect of any willful negligence, willful default,
fraud or dishonesty which may attach to any of said persons. Subject to the
provisions of the Act and without limiting the generality or the effect of the
foregoing, the Company may enter into one or more agreements with any person
which provide for indemnification greater or different than that provided in
this Bye-law 166(1). Any repeal or modification of the Bye-law 166(1) shall not
adversely affect any right or protection existing hereunder immediately prior to
such repeal or modification.

If the proposal is adopted, Bye-law 166(1), in its entirety would
provide (showing the changes) as follows:

Bye-law 166(1)

<PAGE>

Company from and against all actions, costs, charges, losses, damages and
expenses which they or any of them, their or any of their heirs, executors,
administrators or estates, shall or may incur or sustain by or by reason of any
act done, concurred in or omitted in or about the execution of their duty, or
supposed duty, in their respective offices or trusts; and none of them shall be
answerable for the acts, receipts, neglects or defaults of the other or others
of them or for joining in any receipts for the sake of conformity, or for any
bankers or other persons with whom any moneys or effects belonging to the
Company shall or may be lodged or deposited for safe custody, or for
insufficiency or deficiency of any security upon which any moneys of or
belonging to the Company shall be placed out on or invested, or for any other
loss, misfortune or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall
not extend to any matter in respect of any [wilful negligence, wilful default,]
fraud or dishonesty which may attach to any of said persons. Subject to the
provisions of the Act and without limiting the generality or the effect of the
foregoing, the Company may enter into one or more agreements with any person
which provide for indemnification greater or different than that provided in
this Bye-law 166(1). Any repeal or modification of the Bye-law 166(1) shall not
adversely affect any right or protection existing hereunder immediately prior to
such repeal or modification.

<PAGE>

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
PROXY FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS--MAY 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Ronald S. Lauder,
Nicolas G. Trollope, Michael Ashford, Anthony Whaley and Kevin Butler, or any of
them acting singly, with the power of substitution in any of them, the proxies
of the undersigned to vote with the same force and effect as the undersigned all
shares of Common Stock of Central European Media Enterprises Ltd. (the
"Company") held of record by the undersigned on April 5, 2000 at the Annual
General Meeting of Shareholders to be held at the Southampton Princess Hotel,
South Road, Southampton, Bermuda, on May 25, 2000, at 10:00 A.M. and at any
adjournment or adjournments thereof, hereby revoking any proxy or proxies
heretofore given and ratifying and confirming all that said proxies may do or
cause to be done by virtue thereof with respect to the following matters:

1. The election of five directors nominated by the Board of Directors to
serve until the next Annual General Meeting of Shareholders:

/ / FOR all nominees listed below
(except as indicated below)

/ / WITHHOLD AUTHORITY to vote for
the nominees listed below

RONALD S. LAUDER, FREDERIC T. KLINKHAMMER, NICOLAS G. TROLLOPE, JACOB Z.
SCHUSTER, MARIE-MONIQUE STECKEL.

INSTRUCTION: to withhold authority to vote for any individual nominee, write
that nominee's name on this line:

-----------------------------------------------------------------

2. The approval of a proposal to amend the Company's Bye-laws concerning
the indemnification provided by the Company to the Company's directors
and officers.

/ / FOR / / AGAINST / / ABSTAIN

3. The approval of a proposal to cancel options to purchase shares of
Class A Common Stock previously granted to Frederic T. Klinkhammer and
John A. Schwallie and to grant new options to purchase shares of Class
A Common Stock to Mr. Klinkhammer and Mr. Schwallie.

/ / FOR / / AGAINST / / ABSTAIN

4. The adoption of the financial statements of the Company and the
auditors' report thereon for the Company's fiscal year ended December
31, 1999.

/ / FOR / / AGAINST / / ABSTAIN

<PAGE>

5. The appointment of Arthur Andersen as independent auditors of the
Company for the 2000 fiscal year and the authorization of the Board of
Directors to approve the auditors' fee.

/ / FOR / / AGAINST / / ABSTAIN

This proxy, when properly executed, will be voted as directed. If no
direction is indicated, the proxy will be voted (i) FOR the election of the FIVE
named individuals as directors, (ii) FOR the approval of the proposal to amend
the Company's Bye-laws concerning the indemnification provided by the Company to
the Company's directors and officers, (iii) FOR the approval of a proposal to
cancel options to purchase shares of Class A Common Stock previously granted to
Frederic T. Klinkhammer and John A. Schwallie and to grant new options to
purchase shares of Class A Common Stock to Mr. Klinkhammer and Mr. Schwallie
(iv) FOR the adoption of the financial statements of the Company and the
auditors' report thereon for the Company's fiscal year ended December 31, 1999,
and (v) FOR the appointment of Arthur Andersen as independent auditors of the
Company for the 2000 fiscal year and the authorization of the Board of Directors
to approve the auditors' fee.

Shares cannot be voted unless this proxy card is signed and returned or
shares are voted by telephone or in person at the Annual General Meeting.

The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders to be held on May 25, 2000, and the Proxy Statement,
dated May 1, 2000 prior to the signing of this proxy.

Dated _____________________ , 2000

Please sign your name exactly as it appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title as it appears hereon. When signing as joint tenants, all parties in the
joint tenancy must sign. When a proxy is given by a corporation, it should be
signed by an authorized officer and the corporate seal affixed. When a proxy is
given by a partnership, it should be signed in the partnership name by an
authorized person.

PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.