Extraordinary General Meeting of Shareholders Convention

Current report 62/2007 dated 18.10.2007

The ATM S.A. Management Board, registered in Warsaw, acting pursuant to Article 399 clause 1 and Article 402 of the Commercial Companies Code, convenes an Extraordinary General Meeting of Shareholders to be held at 10 a.m., 9 November 2007 in Warsaw, in the registered office of the company, ul. Grochowska 21a (hereinafter “the Meeting”) according to the following agenda:

1. Election of the Chairman of the Meeting;
2. Confirmation of Meeting’s ability to pass resolutions;
3. Adoption of the agenda;
4. Passing a resolution on the assimilation of A, B, C, D, E, F, G and H series shares into A series shares, their split according to a one to eight ratio and amendment of the Company Articles;
5. Passing a resolution on the implementation of an Incentive Scheme for ATM S.A. Capital Group employees for the years 2008-2014 regarding:

Issuing 3,000,000 registered subscription warrants with the right to assume up to 3,000,000 ordinary bearer B series shares (following the split according to 1:8 ratio), depriving former shareholders of the stock pre-emptive right;
Conditional increase in the share capital by issuing up to 3,000,000 ordinary bearer B series shares (following the split according to 1:8 ratio), depriving former shareholders of the stock pre-emptive right, and
Amendment of the Company Articles of Association.

6. Conclusions.

Due to the planned adoption of the abovementioned resolutions, the following amendments of the Company Articles are proposed:

1. The present wording of clause 6, subclause 1 of the Company Articles:

“1.The company’s share capital amounts to PLN 34,200,000 (thirty four million and two hundred thousand) and consists of:

1. 1,800,000 (one million and eight hundred thousand) ordinary bearer A series shares from no. 000.001 to no. 1.800.000 with a nominal value of PLN 7.60 (seven 60/100) each
2. 630,000 (six hundred and thirty thousand) ordinary bearer B series shares from no. 1.800.001 to no. 2.430.000 with a nominal value of PLN 7.60 (seven 60/100) each
3. 180,000 (one hundred and eighty thousand) ordinary bearer C series shares from no. 2.430.001 to no. 2.610.000, with a nominal value of PLN 7.60 (seven 60/100) each
4. 187,040 (one hundred eighty-seven thousand and forty) ordinary bearer D series shares from no. 2.610.001 to no. 2.797.040, with a nominal value of PLN 7.60 (seven 60/100) each
5. 130,000 (one hundred and thirty thousand) ordinary bearer E series shares from no. 2.797.041 to no. 2.927.040, with a nominal value of PLN 7.60 (seven 60/100) each
6. 300,000 (three hundred thousand) ordinary bearer F series shares from no. 2.927.041 to no. 3.227.040, with a nominal value of PLN 7.60 (seven 60/100) each
7. 68,602 (sixty eight thousand six hundred and two) ordinary bearer G series shares from no. 3.227.041 to no. 3.295.642 with a nominal value of 7.60 (seven 60/100) each
8. 1,204,358 (one million and two hundred four thousand and three hundred fifty eight) ordinary bearer H series shares from no. 3.295.643 to no. 4.500.000 with a nominal value of 7.60 (seven 60/100) each

proposed wording:

“1. The company’s share capital amounts to PLN 34,200,000 (in words: thirty four million and two hundred thousand) and consists of:
1) 36,000,000 (thirty six million) A series shares with a nominal value of PLN 0.95 (95/100) each”,

2. in clause 6, following subclause 1, it is proposed to add subclause 1a with the following wording:
“1 a) The company’s share capital has been conditionally increased by the amount not exceeding PLN 2,850,000 (in words: two million eight hundred and fifty thousand) by issuing no more than 3,000,000 (three million) ordinary bearer B series shares with a nominal value of PLN 0.95 (0 zloty ninety five grosz). Entities entitled to assume B series shares shall be the holders of A, B and C series subscription warrants issued by the company. The right to acquire B series shares is to be executed by 31 December 2014”.

3. in clause 6, following subclause 4, it is proposed to add subclause 5 with the following wording:
“The company may issue bonds including convertible bonds and bonds with pre-emptive right”.

Entities entitled to participate in the Meeting shall be those shareholders who by 4 p.m., 2 November 2007, submit the registered share certificates issued by the entities carrying securities accounts, in accordance with the laws on financial instruments trading.

Share certificates should be submitted to the registered office of the company, ul. Grochowska 21 a, room no. 101, from 9 a.m. to 4 p.m.

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