Current report 50/2006

The Management Board of the Company present the contents of the resolutions adopted by the Extraordinary General Meeting of Shareholders on November 22, 2006:

RESOLUTION NO. 5/2006
BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
dated November 22, 2006

concerning an amendment to the Company Statute and authorization of the Management Board of the Company to increase the Company’s share capital as part of the target capital

As per Art. 430 par. 1 of the Commercial Companies Code, it is resolved as follows:

Art. 1
The Company Statute shall be amended, by adding Art. 6a after Art. 6, reading as follows:

“Art. 6a.1. The Management Board of the Company are authorized, by November 22, 2009, to increase the share capital by an amount not higher than PLN 18,394,128 (eighteen million three hundred ninety-four thousand one hundred twenty-eight) (target capital). The Management Board may use the authorization given by effecting one or several successive share capital increases, having obtained consent of the Supervisory Board expressed in the form of a resolution, after examining detailed investment needs of the Company. The Management Board of the Company may issue shares both against monetary contributions and contributions in kind. The Management Board of the Company may not issue privileged shares or provide a shareholder with personal authorities referred to in Art. 354 of the Commercial Companies Code. This authorization does not include an authority to increase the share capital out of the Company’s own funds.
2. The Resolution by the Management Board of the Company, passed as per par. 1, supersedes the Resolution by the General Meeting on share capital increase, and must be notarized in order to be valid.
3. The Management Board of the Company may, with consent of the Supervisory Board, exclude or limit the preemptive right to the Company’s shares of the present shareholders (subscription right) with respect to the share capital increase effected as part of the authorization to increase the share capital within the limits of the target capital, vested in the Management Board by the Company Statute. The consent by the Supervisory Board should be expressed in the form of a resolution adopted in the presence of at least three members of the Supervisory Board, with no votes against the resolution”.

Art. 2
The Extraordinary General Meeting of Shareholders of the Company, subscribing to the position of the Management Board with respect to this Resolution, resolved to accept the wording of the following Management Board opinion as justification to the Resolution, required as per Art. 445 par. 1 of the Commercial Companies Code:

The amendment to the Company Statute, making the Management Board authorized to increase the share capital within the limits of the target capital is intended to simplify and accelerate the capital increase procedure, and consequently to facilitate obtainment of funds for further development of the Company in an optimal manner. In line with the Company development strategy being consolidation of ICT sector companies around ATM S.A., the Management Board expects acquisitions of majority shares in companies having complementary corporate purposes to that of ATM S.A. The Management Board intends to identify companies which ensure a satisfactory synergy effect after merging operations, which have good prospects of growth, and which may be acquired at prices not exceeding the current market ratios for the sector. While striving at making only optimal decisions favoring the present shareholders of ATM S.A., the Management Board expects that the process may take a long time. Also, the Management Board would not like to issue shares once in order to acquire funds “just in case”, without a confirmed plan of all possible acquisitions. It would be acting against the interests of the current shareholders of the Company. Obtaining funds in successive portions as part of the target capital will allow to use the natural increase of the ATM S.A. share quotes in the current period of dynamic growth of the Company, and to be continually successful.

Using the power to increase the share capital as part of the target capital, the Management Board of the Company can adjust the size and moment of the issue to market conditions and current needs of the Company. That improvement will considerably influence the shortening of the time necessary to obtain a next portion of the capital, and thus the improvement of the Company’s position in negotiations with shareholders/stockholders of companies being acquired, as well as reducing the cost of obtaining the capital. The power vested in the Management Board to exclude or limit the new share issue subscription right is intended to facilitate the Management Board’s share issue performance in situations when specially favorable terms of an acquisition may be achieved by an issue addressed to stockholders/shareholders selling stocks/shares of a company being acquired.

The Management Board also declare to use the following rules in all activities intended to increase the share capital within the limits of the target capital:

a share issue addressed to shareholders/stockholders of companies being acquired excluding the subscription right of the present shareholders shall only be proposed when that solution is favorable for ATM S.A.; however, in such cases the shares shall be assumed at a price resulting from current market quotations of the ATM S.A. shares
in any other case, the share issue shall be effected by way of a public issue, taking into account the share subscription right of the present shareholders.

The aforementioned declaration by the Management Board and due protection of the Company’s shareholders’ rights shall be guaranteed by the Supervisory Board of ATM S.A. who — in line with the proposed resolution wording — shall give consent to every next capital increase portion, having considered detailed investment needs of the Company. In addition, they shall give consent to exclusion or limitation of the share subscription right with a qualified majority of votes.

Considering the aforesaid circumstances, the adoption of Art. 6a of the Company Statute, including the empowerment of the Management Board of the Company to increase the Company’s share capital within the limits of the target capital, and to exclude or limit the subscription right, is in the interest of the Company and its shareholders.

§ 3
This Resolution comes into effect as of the date of its adoption, and shall be valid as from the date of registration of the amendments to the Statute with the Register of Enterprises of the National Court Register.

RESOLUTION NO. 6/2006
BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
dated November 22, 2006

concerning the public offer and application for admitting regulated market trading of shares issued with reference to the share capital increase as part of the target capital, and their dematerialization

With reference to the adoption of Resolution no. 5 by the Extraordinary General Meeting of Shareholders of the Company dated November 22, 2006 concerning the amendment to the Company Statute and the Management Board empowerment to increase the share capital of the Company as part of the target capital, it is resolved as follows:

§ 1
1. The shares being issued with reference to the share capital increase as part of the target capital based on the authority vested in the Management Board by the Company Statute, unless a resolution by the Company’s Management Board on the increase provides otherwise, will be a subject of a public offering or admittance to regulated market trading — the market of official stock exchange quotations by the Warsaw Stock Exchange [Giełda Papierów Wartościowych w Warszawie S.A.]. Therefore, the Management Board of the Company are authorized to apply for admitting those shares to regulated market trading — the market of official stock exchange quotations by the Warsaw Stock Exchange.
2. The shares referred to in par. 1 shall be dematerialized. In view of the above, the Management Board of the Company are authorized to conclude an agreement with the National Depository for Securities [Krajowy Depozyt Papierów Wartościowych S.A.] for registration of those shares with the Depository for Securities.
3. The Management Board of the Company are authorized to take any factual and legal actions intended to perform the public offering and admit the shares referred to in par. 1 to trading in the regulated market, including submission of any applications, documents, and notifications to the Polish Financial Supervision Authority, and taking other actions for the above purpose.

Art. 2
This Resolution comes into effect as of the date of its adoption.

RESOLUTION NO. 7/2006
BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
dated November 22, 2006

concerning the authorization given to the Supervisory Board to establish the final wording of the Company Statute

Art. 1
The Extraordinary General Meeting of Shareholders of the Company, acting as per Art. 430 par. 5 of the Commercial Companies Code hereby authorize the Supervisory Board of the Company to establish the final wording of the Company Statute.

Art. 2
This Resolution comes into effect as of the date of its adoption.

RESOLUTION NO. 8/2006
BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
dated November 22, 2006

concerning a change to remuneration of the Supervisory Board members

As per Art. 393 of the Commercial Companies Code, the Extraordinary General Meeting of Shareholders of ATM S.A. raise the remuneration of the Company’s Supervisory Board members by PLN 500 per month, i.e. of the Chairperson of the Supervisory Board from PLN 6,000 per month to PLN 6,500 per month, and of the other Supervisory Board members from PLN 3,000 per month to PLN 3,500 per month. Thus, the total remuneration of the Supervisory Board members shall increase from PLN 18,000 per month to PLN 20,500 per month. The new remuneration shall apply as from January 2007.

The Extraordinary General Meeting of Shareholders of the Company did not renounce from examining any of the points of the planned agenda, and no objections were addressed during the session to any of the resolutions adopted.

signatures:
Roman Szwed — President of the Management Board,
Tadeusz Czichon — Vice-President of the Management Board