Current report 66/2007

The Management Board of ATM S.A. in Warsaw present the wording of the resolutions adopted by the Extraordinary General Meeting of Shareholders on November 9, 2007:

RESOLUTION NO.13/2007
OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ATM SPÓŁKA AKCYJNA
on assimilation of shares of series A, B, C, D, E, F, G and H in series A,
their eight-for-one split and amendments to the Articles of Association

It is hereby resolved as follows:

§ 1

The following is to be subject to assimilation:

1. 1,800,000 (one million eight hundred thousand) A series ordinary bearer shares numbered from 000.001 to 1.800.000 with the par value of PLN 7.60 (seven Polish zloty 60/100) each,
2. 630,000 (six hundred thirty thousand) B series ordinary bearer shares numbered from 1.800.001 to 2.430.000 with the par value of PLN 7.60 (seven Polish zloty 60/100) each,
3. 180,000 (one hundred eighty thousand) C series ordinary bearer shares numbered from 2.430.001 to 2.610.000 with the par value of PLN 7.60 (seven Polish zloty 60/100) each
4. 187,040 (one hundred eighty seven thousand and forty) D series ordinary bearer shares numbered from 2.610.001 to 2.797.040 with the par value of PLN 7.60 (seven Polish zloty 60/100) each
5. 130,000 (one hundred thirty thousand) E series ordinary bearer shares numbered from 2.797.041 to 2.927.040 with the par value of PLN 7.60 (seven Polish zloty 60/100) each
6. 300,000 (three hundred thousand) F series ordinary bearer shares numbered from 2.927.041 to 3.227.040 with the par value of PLN 7.60 (seven Polish zloty 60/100) each,
7. 68,602 (sixty eight thousand six hundred and two) G series ordinary bearer shares numbered from 3.227.041 to 3.295.642 with the par value of PLN 7.60 (seven Polish zloty 60/100) each,
8. 1,204,358 (one million two hundred and four thousand three hundred and fifty eight) H series ordinary bearer shares numbered from 3.295.643 to 4.500.000 with the par value of PLN 7.60 (seven Polish zloty 60/100) each,

into 4,500,000 A series ordinary bearer shares worth PLN 7.60 each.

§ 2

1. The Company shares are hereby split, with the par value of PLN 7.60 each, eight-for-one split.

2. As a result of the split of 4,500,000 A series ordinary bearer shares, 36,000,000 new A series shares worth 0.95 each will be created.

§ 3

Section 6 Subsection 1 of the Company Articles of Association shall read as follows:

“Company’s initial capital shall be 34,200,000 (say thirty four million two hundred thousand) PLN divided into 36,000,000 (thirty six million) A series shares with the par value of PLN 0.95 each.”

§ 4

Section 6 shall receive Subsection 5 that reads as follows:

„5. The Company may issue bonds, incl. convertible bonds and preemptive bonds”.

§ 5

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

In open vote, 2,321,931 votes were cast in favor of the resolution with 0 votes against and 6,925 abstained. The resolution was adopted by the General Meeting.

Extraordinary General Meeting of the Company did not adopt resolution No. 14/2007 on issuing up to 1,000,000 bearer subscription warrants with the right to acquire up to 1,000,000 B series ordinary bearer shares and depriving existing shareholders of preemptive right and increasing the initial capital through issuing up to 1,000,000 B series ordinary bearer shares and depriving existing shareholders of preemptive right and amendment to the Articles of Association.

In open vote, 1,649,630 votes were cast in favor of the resolution with 679,226 votes against cast by ING Nationale-Nederlanden Polska Otwarty Fundusz Emerytalny (open–end pension fund), Fundusze Inwestycyjne AIG (investment fund) and Amplico Life Pierwsze Amerykańsko-Polskie Towarzystwo Ubezpieczeń Na Życie i Reasekuracji (First American-Polish Life Insurance and Reinsurance Company). In view of failure to obtain majority of vote (80%) as prescribed by Article 433 of the Commercial Companies Code, the resolution was not adopted.

According to the opinion of one of minority shareholders participating in the Extraordinary General Meeting of Shareholders lodged for the report, voting against said resolution is a deliberate action to the detriment of the Company and a basis for taking further legal steps.

Due to the rejection of the proposed resolution by some shareholders voting against, the Management Board of ATM S.A. declares to prepare another incentive program for company employees as it is necessary for the company development.

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