Resolution on share issue
Current report 22/2007 dated 20.04.2007
The Management Board of ATM S.A. inform to have adopted today a resolution with respect to delaying the issue of the H series share issue, thus amending the previous resolutions published in the current reports nos. 10,11, and 19/2007. The resolution by the Management Board passed today reads as follows:
Resolution by the Management Board of ATM S.A. dated April 20, 2007 concerning the company initial capital increase and abrogation of the previous Management Board resolutions concerning the initial capital increase and change in new issue subscription date
1. As per Article 431 clause 1 and 2 subclause 2 and Article 432 clause 1 and 2 with reference to Article 446 clause 1 of the Commercial Companies Code, taking into account the provisions of clause 6a with reference to clause 6 subclause 3 of the Company Articles of Association, the Management Board of ATM resolve to increase the Company’s initial capital by a maximum amount of PLN 9,153,120. 80 (nine million one hundred fifty-three thousand one hundred twenty, 80/100) i.e. from PLN 25,046,879.20 (twenty-five million forty-six thousand eight hundred seventy-nine 20/100) to a maximum amount of PLN 34,200,000 (thirty-four million two hundred thousand) by issuing no more than 1,204,358 ordinary bearer H series shares, with a nominal value of PLN 7.60 (seven 60/100) each.
2. The H series shares shall be offered in a public offering, to be taken up by the current shareholders of the Company as part of the subscription right.
3. The subscription right to the H series shares is vested in shareholders holding the Company shares on July 16, 2007. (Subscription Right Date).
4. The Management Board resolve that the ordinary bearer H series shares shall participate in the dividend as from January 1, 2006.
5. The Management Board shall determine in a separate resolution:
1) H series share issue price, provided that the Resolution is accepted by the Supervisory Board, and the issue price is fixed before opening the subscription;
2) minimum and maximum number of the H series shares being issued, provided that the minimum and maximum numbers of the H series shares being issued are within the limits set forth in subclause 1of this Resolution, and the final number of the H series shares offered, which shall be fixed before opening the subscription, and shall not exceed the maximum number of the H series shares being issued;
3) H series share subscription opening and closing dates;
4) amount of the initial capital increase, as per Article 310 clause 4 with reference to Article 446 clause 1 and Article 453 of the Commercial Companies Code, and the wording of clause 6 subclause 1 of the Company Articles of Association taking into consideration the aforementioned initial capital amount.
6. The following is declared invalid:
1) Resolution no. 2 by the Management Board of ATM S.A. dated February 16, 2007 concerning the company initial capital increase, and
2) Resolution by the Management Board of ATM S.A. dated March 16, 2007 concerning the amendment of Resolution no. 2 by the Management Board of ATM. S.A. dated February 16, 2007.
7. The Resolution comes into effect as of the date of adoption.
The Management Board’s commentary to the Resolution adopted:
The Management Board of ATM S.A. inform that the adoption of the above Resolution was necessary with respect to the need to postpone the Subscription Right Date again. As the Subscription Right Date must not be later than 3 months after the date of the resolution on the share issue, the Management Board were obliged to re-adopt a resolution having the same wording as the Resolution dated February 16, 2007 with an indication of the new Subscription Right Date.
Thus, the Management Board inform that the share issue and capital acquisition procedure by ATM S.A. shall be delayed. It results from the failure to approve to date the issuing prospectus submitted to the Polish Financial Supervision Authority. The extended proceedings for the prospectus approval by the Polish Financial Supervision Authority result from occurrence of interpretation differences as to the format of presenting the Issuer’s mid-term financial statements for 2006. Those differences are of formal nature (type of accounting standards applied when preparing mid-term statements for 2006), and have no impact on the financial results generated by the Company or its current operations. However, the outcome of the aforesaid situation is that the issuing prospectus can only be approved after the 2006 annual report is published, which is planned for June 15, 2007.
The change in the share issue date for the aforementioned reasons will slightly alter the Issuer’s investment schedule. However, having its own funds, the planned investments, especially those in telecommunications infrastructure extension are being carried out. The planned acquisitions of other entities will be continued. Therefore, the delay in obtaining funds from the share issue will not exert much influence on the Company’s results in the current year.
The company and its advisors make efforts to have the issuing prospectus of the H series share issue approved as soon as possible, so that further stages of the issue can start without unnecessary delay. Nevertheless, the further time schedule of the issue is still mainly contingent upon the date of the issuing prospectus approval by the Polish Financial Supervision Authority. Also, the Management Board inform that they intend to begin the public offering of the H series shares as early as possible.
The Management Board apologize to the present and future shareholders of ATM S.A. for changing the share issue date. The Management Board believe that the Company’s development and execution of ambitious and future-oriented plans will allow to complete the share issue at a later stage with even more success for the Company and its shareholders.
Roman Szwed — President of the Management Board,
Tadeusz Czichon — Vice-President of the Management Board