Entering into a significant agreement

Current report 54/2006 dated 28.12.2006

Today, ATM S.A. entered into an agreement for selling a separated part of its telecommunications infrastructure for an amount of PLN 21,907,780. The transaction covers 11.8% of the ICT network ATMAN situated in Warsaw.

As per the agreement, the Buyer shall pay the price for the infrastructure acquired by transfer to the account of the Issuer by January 31, 2007. The Buyer is ATM PP Sp. z o.o., a company dealing with project and production activities in the field of specialist electronic equipment, as well as investing operations in infrastructure.

The acquiring company is personally tied to the Issuer: two of its four shareholders and members of the management board are managers at ATM S.A.: the Vice-President of the Management Board Tadeusz Czichon and the Proxy Dariusz Kiełkowski. With respect to the connection, both parties to the agreement exercised special diligence so that the deal can be made at arm’s length.

With the agreement for the acquisition of a part of the ICT network, the Buyer and the Issuer entered into an agreement based on which the Issuer leased the part of the telecommunications infrastructure in question from the Buyer against a fixed monthly fee of PLN 245,318. The lease rent rate was fixed based on actual costs of financing the acquisition with a bank credit facility (consisting of principal installments and interest on the credit facility) increased by the Buyer’s margin. The Buyer’s margin was fixed at 5% of the credit installment, which gives the Buyer’s revenue of approx. PLN 13,000 per month.

The lease agreement was concluded for a period of 4 years. Following the 4-year period after the agreement is concluded, the Issuer shall have the option to buy back the leased part of the ICT infrastructure for a price equal to the infrastructure purchase price paid by the Buyer, decreased by principal installments paid.

The criterion of considering the agreement significant is the excess of 10% of the Issuer’s shareholders’ capital.


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