Genio y figura de Leonardo Castellani

1.1 Type and the Class of the Securities, Including the Security Identification Code

As of the date of this Prospectus, the authorized capital stock of KIT digital consisted of 80,000,000 shares of Common Stock, par value USD 0.0001 per share. As of May 23, 2011, 41,384,539 shares of Common Stock were issued and outstanding.

The Nasdaq Shares will be listed and trade on the PSE under the symbol "KITD". The ISIN for the Nasdaq Shares is US4824702009. The CUSIP number for the Nasdaq Shares is 482470200.

Subject to compliance with the applicable securities laws and regulations of the CNB and the SEC, the listing requirements of the PSE and the settlement procedures of the Central Depositary, the New Common Stock will trade under the CUSIP and ISIN numbers assigned to the Nasdaq shares.

1.2 Legislation and Authorization Under Which the Securities Have Been Created; Purpose Our Common Stock was created under the General Corporation Law of the State of Delaware, as codified in Title 8, Chapter 1 of the Delaware Code (the "DGCL"). On February 1, 2010, our Board of Directors approved the issuance of the New Common Stock I. On April 21, 2010, our Board of Directors approved the issuance of the New Common Stock II. On November 17, 2010, our Board of Directors approved the issuance of the New Common Stock III.

Pursuant to Article Third of its Certificate of Incorporation, the purpose of KIT digital is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

1.3 Form of Securities, Name and Address of the Entity in Charge of Keeping the Records In general, stockholders may hold Common Stock either in certificated (i.e., paper), direct registered (i.e., held in book-entry with the transfer agent) or street name (i.e., held in book-entry through a broker) form. The transfer agent and registrar for the Common Stock is Continental Stock Transfer & Trust Company ("CSTTC").

CSTTC can be contacted through the web at www.continentalstock.com, by telephone at +1 (212) 509- 4000 (ext. 206), by e-mail at: [email protected], or by mail at: 17 Battery Place, New York, NY 10004, U.S.A.

The New Common Stock will be held solely in book-entry form. Settlement of any transactions on the PSE shall occur through the book-entry facilities of the Central Depositary (Postal address: Rybná 14, 100 05 Prague 1, Czech Republic).

1.4 Currency of the Securities Issue

1.5 Rights Attached to the Common Stock

Dividend Rights. KIT digital did not pay any cash dividends in 2008, 2009 or 2010. KIT digital does not anticipate paying cash dividends in the foreseeable future. KIT digital currently intends to retain any future earnings to fund the development and growth of its business. Holders of Common Stock are entitled to receive dividends ratably when, as, and if declared by the board of directors out of funds legally available therefore.

Voting Rights. Holders of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders. There is no cumulative voting for election of directors. Accordingly, the holders of a majority of our outstanding shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose. Pursuant to Section 3 of KIT digital‘s bylaws, a director's term extends until the next annual meeting of stockholders and until such director's successor has been elected and qualified.

The annual meeting shall be held on the date fixed, from time to time, by the directors, provided, that each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date fixed by the directors except when the DGCL confers the right to fix the date upon stockholders.

Annual meetings may be called by the directors or by any officer instructed by the directors to call the meeting or by the President. Special meetings may be called in like manner except when the directors are required by the DGCL to call a meeting, or except when the stockholders are entitled by the DGCL to demand the call of a meeting.

The notice of all meetings shall be in writing, shall state the place, date, and hour of the meeting, and shall state the name and capacity of the person issuing the same.

Pursuant to Section 242 of the DGCL, after a corporation has received payment for any of its capital stock, it may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of the filing of the amendment; and, if a change in stock or the rights of stockholders, or an exchange, reclassification, subdivision, combination or cancellation of stock or rights of stockholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination or cancellation. In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as:

 to change its corporate name; or

 to change, substitute, enlarge or diminish the nature of its business or its corporate powers and purposes; or

 to increase or decrease its authorized capital stock or to reclassify the same, by changing the number, par value, designations, preferences, or relative, participating, optional, or other special rights of the shares, or the qualifications, limitations or restrictions of such rights, or by changing shares with par value into shares without par value, or shares without par value into shares with par value either with or without increasing or decreasing the number of shares, or by subdividing or combining the outstanding shares of any class or series of a class of shares into a greater or lesser number of outstanding shares; or

 to cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared; or

 to create new classes of stock having rights and preferences either prior and superior or subordinate and inferior to the stock of any class then authorized, whether issued or unissued; or

 to change the period of its duration.

Any or all such changes or alterations may be effected by one certificate of amendment.

The board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders. Such special or annual meeting shall be called and held upon notice. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the directors shall deem advisable. At the meeting, a vote of the stockholders entitled to vote thereon shall be taken for and against the proposed amendment. If a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class, has been voted in favor of the amendment, a certificate setting forth the amendment and certifying that such amendment has been duly adopted in accordance with Section 242 of the DGCL shall be executed, acknowledged and filed and shall become effective.

Right to Receive Liquidation Distributions. Upon liquidation, dissolution or winding-up of KIT digital, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock outstanding at that time after payment of liabilities and any liquidation preferences on any outstanding preferred stock.

No Preemptive, Redemptive or Conversion Provisions. The Common Stock is not entitled to preemptive rights and is not subject to conversion or redemption.

1.6 General Provisions Applying to Business Combinations

KIT digital is subject to Section 203 of the DGCL, concerning corporate takeovers. This section prevents many Delaware corporations from engaging in a "business combination" with any "interested stockholder", under specified circumstances. For these purposes, a business combination includes a merger or sale of more than 10% of our assets, and an interested stockholder includes a stockholder who owns 15% or more of our outstanding voting stock, as well as affiliates and associates of these persons. Under these provisions, this type of business combination is prohibited for three years following the date that the stockholder became an interested stockholder unless:

 the transaction in which the stockholder became an interested stockholder is approved by the board of directors prior to the date the interested stockholder attained that status;

 upon consummation of the transaction that resulted in the stockholder‘s becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction was commenced, excluding those shares owned by persons who are directors and also officers; or

 on or subsequent to that date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two- thirds of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines a business combination to include:

 any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

 subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

 any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

 the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

A Delaware corporation, such as KIT digital, may "opt out" of this provision with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders‘ amendment approved by at least a majority of the outstanding voting shares. However, KIT digital has not "opted out" of this provision. Section 203 could prohibit or delay mergers or other takeover or change-in-control attempts and, accordingly, may discourage attempts to acquire KIT digital.

In addition, since KIT digital's Common Stock is listed on the Nasdaq, the Company is also subject to Section 14(d) of the Exchange Act, which applies to all tender offers for Exchange Act registered equity securities made by parties other than the target (or affiliates of the target), so long as upon consummation of the tender offer the bidder would beneficially own more than 5% of the class of securities subject to the offer, and the SEC rules promulgated thereunder.

1.7 Mandatory Squeeze-Out Rules in Relation to the Securities

Section 253 of the DGCL authorizes the board of directors of a Delaware corporation that owns 90% or more of each of the outstanding classes of stock of a subsidiary that are entitled to vote on a merger to merge the subsidiary into itself without any requirement for action to be taken by the board of directors or the stockholders of the subsidiary.

1.8 Foreign Currency Exchange Rate Hedging, Etc.

KIT digital is subject to a variety of market risks, including risks related to foreign currency exchange rates. For a description of these market risks, please see page 38 (Market Risk Factors) in Chapter B above.

1.9 Use of Proceeds

When offering the New Common Stock I, New Common Stock II and New Common Stock III, we estimated the net proceeds of approximately USD 153 million. We intended to use these net proceeds for the following purposes:

Application of Net Proceeds33 Approximate USD Amount Approximate Percentage of Net Proceeds Potential Acquisitions 127,124 83%

Working capital and general corporate purposes 11,592 8%

Repurchase of outstanding warrants 13,800 9%

Total 152,516 100%

Within the offering of the New Common Stock I, New Common Stock II and New Common Stock III, we actually received net proceeds of approximately USD 177 million. The actual net proceeds include proceeds from the shares over-allotted in respect of the New Common Stock I, New the Common Stock II and the New Common Stock III.

We used, or plan to use, a significant portion of these proceeds to finance acquisitions of, or investments in, competitive and complementary businesses, products and technologies as a part of our growth strategy. We currently have no commitments or agreements with respect to any such acquisitions or investments.

We used, or plan to use, a portion of these proceeds as a working capital reserve to more effectively compete in client bid proposals where net cash and bond requirements are often demanded by clients. We used, or plan to use, a significant portion of these proceeds to repurchase outstanding warrants issued in prior private placement financing from certain warrant holders. Any residual proceeds, if any, were, or will be, used to finance acquisitions of, or investments in, competitive and complementary businesses, products and technologies as a part of our growth strategy. Any additional net proceeds were, or would be, used for working capital and general corporate purposes including amounts required to pay for continuing research and development expense, salaries, professional fees, public reporting costs, office-related expenses and other corporate expense.

Pending the above uses, we invested, or plan to invest, most of these net proceeds in short-term, investment-grade, interest-bearing securities.

Since the admission of our shares of common stock to trading on the PSE on January 25, 2010, we have used the New Common Stock IV within the 2004 Stock Option Plan or the 2008 Incentive Stock Plan (a total of 1,270,359 shares), or as a consideration for shares in companies acquired in that period (a total of 10,059,635 shares), or for consulting and other similar services (a total of 41,439 shares).

1.10 Reasons for the PSE listing

KIT digital is attracting greater numbers of investors based outside of the United States, particularly in Europe. The PSE listing is intended to promote additional liquidity for all investors and provide greater access to KIT digital‘s shares among European fund managers who may be required to invest in Euro- zone markets or currencies only.

1.11 Market Capitalization

Based on 41,384,539 shares of Common Stock issued and outstanding as of May 23, 2011, and the closing price of the Common Stock on the Nasdaq on June 30, 2011 (USD 11.94), KIT digital had a

33

Our estimates of the net proceeds did not include estimates of proceeds from shares over-allotted in respect of the New Common Stock I, New the Common Stock II and the New Common Stock III.

market capitalization of approximately USD 494,131,397, which, based on the exchange rate on June 30, 2011 (USD 1 = CZK 16.845), corresponds to approximately CZK 8,323,643,358.

1.12 Recent Business Acquisitions (i) 2011 Acquisitions

Polymedia Acquisition

On May 17, 2011, pursuant to a Sale and Purchase Agreement, dated March 15, 2011, we acquired from TXT e-Solutions S.p.A. (―TXT‖) all of the outstanding capital stock of Polymedia S.p.A., an Italian joint stock company (―Polymedia‖). Headquartered in Milan, Italy with sales representative offices in several other European cities, Polymedia provides major network operators, broadcasters, media portals and industrial enterprises across Europe, North Africa and the Middle East with hosted IP video platform solutions that manage the entire lifecycle of video content from acquisition to distribution. Polymedia‘s solutions have particularly deep capabilities in metadata-related workflow and third-party software integration. Polymedia‘s approximately 90 clients include Telecom Italia, Mediaset, Sky Germany, RAI, Telecinco, FastWeb, Vodafone Italia, RCS, Ericsson and Belgacom.

The purchase price for the acquisition of all of Polymedia‘s outstanding capital stock was 24,746,000 Euros, consisting of 12,373,000 Euros in cash, and 12,373,000 Euros represented by 1,178,381 shares of our common stock (the ―Consideration Shares‖). The number of Consideration Shares was calculated based on the volume weighted average price of our common stock during the 45 consecutive trading days ending on the fifth trading day immediately preceding the date of the Sale and Purchase Agreement, which equaled 10.50 Euros (or $14.59) per share (the ―Final Average Closing Price‖).

We also agreed in the Sale and Purchase Agreement, provided Polymedia reaches specified revenue and gross margin targets over the first two years post-closing, to issue up to 3,000,000 Euros in additional shares of our common stock to TXT.

Of the Consideration Shares issued to TXT at closing, 354,286 shares of common stock are being held in an escrow account for a period of up to 12 months following the closing to cover any losses or damages we may incur by reason of any misrepresentation or breach of warranty by TXT under the Sale and Purchase Agreement.

We agreed to prepare and promptly file a shelf registration statement with the U.S. Securities and Exchange Commission (―SEC‖) under the Securities Act of 1933 covering the resale of the Consideration Shares issued to TXT at closing, and thereafter use our best efforts to have the registration statement declared effective within 45 days following the closing date (or 120 days following the closing date in the event the registration statement is reviewed by the SEC) and to keep it effective for one year after the closing date. If we fail to have the registration statement declared effective within the specified time periods, as well as in the events we fail to maintain the effectiveness of the registration statement throughout the period of one year after the closing date referred to above or the trading of our common stock on Nasdaq is suspended, TXT has the right to require us to repurchase for cash the shares of common stock TXT received in the acquisition at a price in an amount equal to the product of (i) the number of Consideration Shares to be repurchased by us and (ii) the Final Average Closing Price.

The acquisition process is still pending and no summary of the preliminary estimated fair values of the assets to be acquired and liabilities to be assumed can thus be provided.

On May 3, 2011, pursuant to a Securities Purchase Agreement, dated as of April 11, 2011, we acquired all of the outstanding capital stock of ioko365 Limited, a private company incorporated in