Resolutions adopted by the General Meeting of Shareholders
Current report 33/2007 dated 29.06.2007
The Management Board of ATM S.A. in Warsaw hereby presents the wording of the resolutions adopted by the Ordinary General Meeting of Shareholders which took place on June 29, 2007.
RESOLUTION No. 4/2007
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM S.A.
ON CONSIDERATION AND APPROVAL
OF THE MANAGEMENT BOARD’S REPORT
ON OPERATIONS OF THE COMPANY AND THE CAPITAL GROUP,
OF THE COMPANY’S FINANCIAL REPORT,
AND OF THE CAPITAL GROUP’S CONSOLIDATED REPORT FOR 2006
Pursuant to Art. 395 § 2 point 1 of the Commercial Company Code, the Ordinary General Meeting of Shareholders of ATM S.A. has considered and hereby approves:
1. the Management Board’s report on operations of the ATM S.A. Company and the Capital Group for 2006
2. the Company’s financial report for 2006, specifying the total balance of PLN 154,823 thousand and net earnings of PLN 26,291 thousand
3. the ATM S.A. Capital Group’s consolidated report for 2006, setting forth the total balance of PLN 170, 292 thousand and net earnings of PLN 26,680 thousand.
The aforesaid Resolution was passed unanimously by an open vote.
RESOLUTION No. 5/2007
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM S.A.
ON ALLOCATION OF EARNINGS FROM 2006
Pursuant to Art. 395 § 2 point 2 of the Commercial Company Code, the Ordinary General Meeting of Shareholders of ATM S.A. hereby allocates the Company’s net earnings for 2006, in the amount of PLN 26,291,179.83, as follows:
PLN 25,046,879.20 for the dividend, i.e. PLN 7,60 per share
PLN 1,244,300.63 for the Company reserve capital.
Pursuant to Art. 348 § 3 of the Commercial Company Code and § 23 subs. 3 of the Company Charter, the Ordinary General Meeting of Shareholders of ATM S.A. hereby sets:
1) the dividend date on July 11, 2007
2) the dividend payment date on September 28, 2007.
The aforesaid Resolution was passed unanimously by an open vote.
RESOLUTION No. 6/2007
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM S.A.
ON ACKNOWLEDGEMENT OF FULFILLMENT OF THEIR DUTIES
BY THE MEMBERS OF THE MANAGEMENT BOARD IN 2006
Pursuant to Art. 395 § 2 point 3 of the Commercial Company Code, the Ordinary General Meeting of Shareholders of ATM S.A. hereby acknowledges fulfillment of his duties by Mr. Roman Szwed, President of the Management Board, for the period from January 1, 2006, to December 31, 2006. The aforesaid Resolution was passed unanimously by secret ballot, with 1,170,100 votes for, no votes against, and no votes abstaining. In compliance with Art. 413 of the Commercial Company Code, Mr. Roman Szwed, being a shareholder having 452,225 votes in total, was excluded from the ballot.
RESOLUTION No. 7/2007
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM S.A.
ON ACKNOWLEDGEMENT OF FULFILLMENT OF HIS DUTIES
BY A MEMBER OF THE MANAGEMENT BOARD IN 2006
Pursuant to Art. 395 § 2 point 3 of the Commercial Company Code, the Ordinary General Meeting of Shareholders of ATM S.A. hereby acknowledges fulfillment of his duties by Mr. Tadeusz Czichon, Vice-President of the Management Board, for the period from January 1, 2006, to December 31, 2006. The aforesaid Resolution was passed unanimously by secret ballot, with 901,325 votes for, no votes against, and no votes abstaining. In compliance with Art. 413 of the Commercial Company Code, Mr. Tadeusz Czichon, being a shareholder having 721,000 votes in total, was excluded from the ballot.
RESOLUTION No. 8/2007
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM S.A.
ON ACKNOWLEDGEMENT OF FULFILLMENT OF HIS DUTIES
BY A MEMBER OF THE SUPERVISORY BOARD IN 2006
Pursuant to Art. 395 § 2 point 3 of the Commercial Company Code, the Ordinary General Meeting of Shareholders of ATM S.A. hereby acknowledges fulfillment of his duties by Mr. Jan Wojtyński, Chairman of the Supervisory Board, for the period from January 1, 2006, to December 31, 2006. The aforesaid Resolution was passed unanimously by secret ballot.
RESOLUTION No. 9/2007
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM S.A.
ON ACKNOWLEDGEMENT OF FULFILLMENT OF HIS DUTIES
BY A MEMBER OF THE SUPERVISORY BOARD IN 2006
Pursuant to Art. 395 § 2 point 3 of the Commercial Company Code, the Ordinary General Meeting of Shareholders of ATM S.A. hereby acknowledges fulfillment of his duties by Mr. Tomasz Tuchołka, Deputy Chairman of the Supervisory Board, for the period from January 1, 2006, to December 31, 2006. The aforesaid Resolution was passed unanimously by secret ballot.
RESOLUTION No. 10/2007
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM S.A.
ON ACKNOWLEDGEMENT OF FULFILLMENT OF HIS DUTIES
BY A MEMBER OF THE SUPERVISORY BOARD IN 2006
Pursuant to Art. 395 § 2 point 3 of the Commercial Company Code, the Ordinary General Meeting of Shareholders of ATM S.A. hereby acknowledges fulfillment of his duties by Mr. Tomasz R. Chiliński, member of the Supervisory Board, for the period from January 1, 2006, to December 31, 2006. The aforesaid Resolution was passed unanimously by secret ballot.
RESOLUTION No. 11/2007
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM S.A.
ON ACKNOWLEDGEMENT OF FULFILLMENT OF HIS DUTIES
BY A MEMBER OF THE SUPERVISORY BOARD IN 2006
Pursuant to Art. 395 § 2 point 3 of the Commercial Company Code, the Ordinary General Meeting of Shareholders of ATM S.A. hereby acknowledges fulfillment of his duties by Mr. Jan Madey, member of the Supervisory Board, for the period from January 1, 2006, to December 31, 2006. The aforesaid Resolution was passed unanimously by secret ballot.
RESOLUTION No. 12/2007
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM S.A.
ON ACKNOWLEDGEMENT OF FULFILLMENT OF HIS DUTIES
BY A MEMBER OF THE SUPERVISORY BOARD IN 2006
Pursuant to Art. 395 § 2 point 3 of the Commercial Company Code, the Ordinary General Meeting of Shareholders of ATM S.A. hereby acknowledges fulfillment of his duties by Mr. Zbigniew Mazur, member of the Supervisory Board, for the period from January 1, 2006, to December 31, 2006. The aforesaid Resolution was passed unanimously by secret ballot.
The Ordinary General Meeting of Shareholders of the Company did not renounce considering any of the items of the planned agenda, and no objections were raised 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