OGM 15.05.2009

The Management Board of ATM S.A., acting pursuant to the principle resulting from Chapter II section 1 subsection 4 of the “Good Practices of WSE Listed Companies,” hereby presents the justification for placing the particular issues on the agenda of the Ordinary General Meeting of the Company summoned for May 15, 2009 in the mode of Article 395 § 1 and Article 399 § 1 of the Code of Commercial Companies.

The subject matter of the discussion of the General Meeting, as stated in the current report no. 11/2009 dated April 23, 2009, shall be the following:

• investigating and approving the business report of the Management Board and the financial statements of the Company and the Group for the year 2008;
• adopting a resolution on profit distribution for the year 2008;
• acknowledging the fulfillment of duties by members of the Management Board in the year 2008;
• acknowledging the fulfillment of duties by members of the Supervisory Board in the year 2008;
• adopting a resolution on covering the net loss incurred in 2005 as a result of adopting International Accounting Standards, using the supplementary capital;
• adopting resolutions on appointing members of the Supervisory Board for another term of office, due to the expiration of the current term of office of the Supervisory Board.

The justification for placing the items 1-4 and 6 on the Agenda is to ensure compliance with the requirements of the provisions of Article 395 § 2 and 5, Article 385 § 1, and Article 386 § 1 of the Code of Commercial Companies, whereas the resolution being the subject matter of item 5 is related to the formal obligation to credit to the Company’s equity the net accounting loss shown in the balance year 2005 due to the Company’s transition to using the International Accounting Standards.