United States Securities and Exchange Commission Schedule 14A Central European Media Enterprises Ltd

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement ý o Definitive Additional Materials o Soliciting Material Pursuant to § 240.14a-12 CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): o No fee required. o 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. ý o 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: Table of Contents Central European Media Enterprises Ltd. O’Hara House, 3 Bermudiana Road Hamilton HM 08, Bermuda January 10, 2020 Dear Shareholder: You are cordially invited to a special general meeting of shareholders of Central European Media Enterprises Ltd. (“CME” or the “Company”) to be held on February 27, 2020, at Citco (Bermuda) Limited, O’Hara House, 3 Bermudiana Road, Hamilton HM 08, Bermuda, at 10:00 a.m. Bermuda time. As announced on October 27, 2019, the Company entered into a merger agreement providing for a merger with TV Bermuda Ltd., a wholly owned subsidiary of TV Bidco B.V. and an affiliate of PPF Group N.V. At the special general meeting, you will be asked to vote on a proposal to approve the merger agreement, the related statutory merger agreement and the merger contemplated under such agreements (the “Merger Proposal”), and the other proposals in the proxy statement accompanying this letter. If the merger is completed, each holder of shares of CME’s Class A Common Stock (other than the Company, TV Bidco B.V., TV Bermuda Ltd. or any of their direct or indirect wholly-owned subsidiaries) (each a “Class A Share”) will be entitled to receive $4.58 per share in cash, the holder of the share of CME’s Series A Convertible Preferred Stock will be entitled to receive $32.9 million in cash, and the holder of the shares of CME’s Series B Convertible Redeemable Preferred Stock will be entitled to receive $1,630.875 per share in cash, in each case, without interest thereon and less any applicable withholding taxes (except where a holder has properly exercised its appraisal rights). The CME Board of Directors, after carefully considering, in consultation with CME’s management and financial and legal advisors, various factors (more fully described in the enclosed proxy statement) and upon the recommendation of a Special Committee comprised solely of independent and disinterested directors, has unanimously: (1) determined that the consideration for each Class A Share constitutes fair value in accordance with the Companies Act 1981 of Bermuda, as amended; (2) determined that the merger agreement, the statutory merger agreement and the transactions contemplated thereby, including the merger, on the terms and subject to the conditions set forth therein, are advisable to, and in the best interests of, CME and its shareholders; (3) approved the execution, delivery and performance of the merger agreement, the statutory merger agreement and the transactions contemplated thereby, including the merger; (4) resolved that the merger agreement and the statutory merger agreement be submitted to the shareholders of CME at the Special General Meeting for their adoption and approval; and (5) subject to the non-solicitation terms of the merger agreement, resolved to recommend that the shareholders of CME vote in favor of the adoption of the merger, the merger agreement and the statutory merger agreement. Table of Contents The enclosed proxy statement, including the annexes and documents incorporated by reference, provides detailed information about the special general meeting, the merger agreement, the statutory merger agreement and the transactions contemplated by the merger agreement. The proxy statement also describes the actions and determinations of the Special Committee and the Board of Directors in connection with their evaluation of the merger agreement and the transactions contemplated therein. You should carefully read and consider the entire proxy statement and its annexes along with all of the documents incorporated by reference as they contain important information about the merger and how it affects you. The Board of Directors, taking into consideration, among other things, the recommendation of the Special Committee, unanimously recommends that you vote “FOR” each of the proposals described in the enclosed proxy statement, including the Merger Proposal. To ensure your shares are voted, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope (if you are a registered holder). If you hold your shares through a bank, broker or other nominee, you should vote your shares according to the voting instructions from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote your shares on any of the proposals described in the enclosed proxy statement, including the Merger Proposal, without your instructions. If you decide to attend the Special General Meeting and vote in person by ballot, please review the information in the proxy statement regarding how to revoke any proxy previously submitted. If you would like additional copies of the proxy materials or need help voting your shares, please contact Georgeson LLC, our proxy solicitor, by calling +1 (866) 296-5716 or sending an email to [email protected]. On behalf of the Board of Directors, we thank you for your support and appreciate your consideration of this matter. Sincerely, John K. Billock Chairman of the Board of Directors Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits of the merger agreement, the statutory merger agreement or the merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense. The enclosed proxy statement is dated January 10, 2020, and, together with the enclosed form of proxy card, is first being mailed to the shareholders of CME on or about January 17, 2020. Table of Contents CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that a special general meeting of shareholders (including any postponement or adjournment thereof where applicable, the “Special General Meeting”) of Central European Media Enterprises Ltd., a Bermuda exempted company limited by shares (“CME”), will be held at Citco (Bermuda) Limited, O’Hara House, 3 Bermudiana Road, Hamilton HM 08, Bermuda on February 27, 2020, at 10:00 a.m. Bermuda time, for the following purposes: 1. To vote on the proposal to approve the Agreement and Plan of Merger, dated as of October 27, 2019 (the “Merger Agreement”), by and among CME, TV Bidco B.V. (“Parent”), and TV Bermuda Ltd. (“Merger Sub”), the statutory merger agreement (the “Statutory Merger Agreement”) required in accordance with Section 105 of the Companies Act 1981 of Bermuda, as amended (the “Companies Act”), and the merger of Merger Sub with and into CME, with CME continuing as the surviving company of such merger and a wholly-owned subsidiary of Parent (the “Merger”), pursuant to the terms of the Merger Agreement and the Statutory Merger Agreement (collectively, the “Merger Proposal”); 2. To vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to CME’s named executive officers in connection with the Merger, as described in this proxy statement (the “Compensation Advisory Proposal”); and 3. To vote on the proposal to approve an adjournment of the Special General Meeting, if necessary or appropriate, to a later date or dates, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting (the “Adjournment Proposal”). Only shareholders of record at the close of business on December 27, 2019 are entitled to notice of the Special General Meeting and to vote at the Special General Meeting or any postponement or adjournment thereof. Your vote is very important, regardless of the number of shares you own. CME recommends that shareholders vote their shares by proxy. Procedures for voting shares by proxy vary depending on whether you are a registered shareholder (meaning your name appears as a shareholder in CME’s register of shareholders) or a beneficial owner who holds shares through a broker, bank or other nominee. Registered shareholders may vote their shares by proxy by completing and returning the proxy card accompanying this proxy statement. Beneficial owners should follow the instructions of their broker, bank or other nominee to vote their shares by proxy.

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