Current report 22/2008

The Management Board of ATM S.A. in Warsaw presents the wording of resolutions adopted by the Ordinary General Meeting of Shareholders on June 5th, 2008:

RESOLUTION NO. 1/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
WITH REGARD TO THE EXAMINATION AND APPROVAL OF REPORTS OF THE MANAGEMENT BOARD ON THE OPERATION OF THE COMPANY AND OF THE ATM S.A. CAPITAL GROUP, AS WELL AS OF THE 2007 FINANCIAL REPORTS OF THE COMPANY AND THE 2007 CONSOLIDATED REPORTS OF THE ATM S.A. CAPITAL GROUP

1. As per Article 395, section 2, item 1 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders has examined and approves:

the report of the Management Board on the company operations and on the operations of the ATM S.A. Capital Group during the year 2007,
the Company’s 2007 financial reports with a balance sheet total of PLN 345,111,000 and with a net profit of PLN 18,232,000,
the 2007 consolidated financial reports of the ATM S.A. Capital Group with a balance sheet total of PLN 369,092,000 and with a net profit of PLN 21,582,000.

2. Furthermore, as per Article 45 of the Act on Accounting of September 29th, 1994, the Ordinary General Meeting of ATM S.A.’s Shareholders makes the decision to prepare the financial reports in compliance with the International Accounting Standards (IAS) starting from January 1st, 2008.

The aforesaid Resolution was passed unanimously by open ballot.

RESOLUTION NO. 2/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
ON THE DISTRIBUTION OF 2007 PROFIT

1. As per Article 395, section 2, item 2 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders decides to pay a dividend of PLN 19,440,000, i.e. PLN 0,54 per share.

2. The Company’s entire net profit of PLN 18,230,867.42 and the amount of PLN 1,209,132.58 from the capital reserve created for that purpose will be used to pay the dividend.

3. As per Article 348, section 3 of the Code of Commercial Companies and as per section 23, paragraph 3 of the Articles of Association, the Ordinary General Meeting of ATM S.A.’s Shareholders sets:

September 5th, 2008 as the dividend date
September 19th, 2008 as the dividend payment date

The aforesaid Resolution was passed unanimously by open ballot.

RESOLUTION NO. 3/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
ON THE ACKNOWLEDGEMENT OF THE FULFILLMENT OF DUTIES
BY THE MEMBER OF THE MANAGEMENT BOARD IN 2007

As per Article 395, section 2, item 3 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders acknowledges the fulfillment of duties by Roman Szwed, President of the Management Board, between January 1st, 2007 and December 31st, 2007.

The aforesaid Resolution was passed by secret ballot. 13,054,922 votes were cast to adopt the resolution. No votes were cast to reject the resolution, no-one abstained from voting. The shareholder excluded from voting as per Article 413 of the Code of Commercial Companies, i.e. Roman Szwed who owns a total of 3,635,984 votes, did not participate in the ballot.

RESOLUTION NO. 4/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
ON THE ACKNOWLEDGEMENT OF THE FULFILLMENT OF DUTIES
BY THE MEMBER OF THE MANAGEMENT BOARD IN 2007

As per Article 395, section 2, item 3 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders acknowledges the fulfillment of duties by Tadeusz Czichon, Vice-President of the Management Board, between January 1st, 2007 and December 31st, 2007.

The aforesaid Resolution was passed by secret ballot. 10,786,906 votes were cast to adopt the resolution. No votes were cast to reject the resolution, no-one abstained from voting. The shareholder excluded from voting as per Article 413 of the Code of Commercial Companies, i.e. Tadeusz Czichon who owns a total of 5,904,000 votes, did not participate in the ballot.

RESOLUTION NO. 5/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
ON THE ACKNOWLEDGEMENT OF THE FULFILLMENT OF DUTIES
BY THE MEMBER OF THE SUPERVISORY BOARD IN 2007

As per Article 395, section 2, item 3 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders acknowledges the fulfillment of duties by Jan Wojtyński, President of the Supervisory Board, between January 1st, 2007 and December 31st, 2007.

The aforesaid Resolution was passed unanimously by secret ballot.

RESOLUTION NO. 6/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
ON THE ACKNOWLEDGEMENT OF THE FULFILLMENT OF DUTIES
BY THE MEMBER OF THE SUPERVISORY BOARD IN 2007

As per Article 395, section 2, item 3 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders acknowledges the fulfillment of duties by Tomasz R. Chiliński, Member of the Supervisory Board, between January 1st, 2007 and March 1st, 2007.

The aforesaid Resolution was passed unanimously by secret ballot.

RESOLUTION NO. 7/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
ON THE ACKNOWLEDGEMENT OF THE FULFILLMENT OF DUTIES
BY THE MEMBER OF THE SUPERVISORY BOARD IN 2007

As per Article 395, section 2, item 3 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders acknowledges the fulfillment of duties by Jan Madey, Member of the Supervisory Board, between January 1st, 2007 and December 31st, 2007.

The aforesaid Resolution was passed unanimously by secret ballot.

RESOLUTION NO. 8/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
ON THE ACKNOWLEDGEMENT OF THE FULFILLMENT OF DUTIES
BY THE MEMBER OF THE SUPERVISORY BOARD IN 2007

As per Article 395, section 2, item 3 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders acknowledges the fulfillment of duties by Tomasz Tuchołka, Member of the Supervisory Board, between January 1st, 2007 and December 31st, 2007.

The aforesaid Resolution was passed unanimously by secret ballot.

RESOLUTION NO. 9/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
ON THE ACKNOWLEDGEMENT OF THE FULFILLMENT OF DUTIES
BY THE MEMBER OF THE SUPERVISORY BOARD IN 2007

As per Article 395, section 2, item 3 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders acknowledges the fulfillment of duties by Zbigniew Mazur, Member of the Supervisory Board, between January 1st, 2007 and December 31st, 2007.

The aforesaid Resolution was passed unanimously by secret ballot.

RESOLUTION NO. 10/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA
ON THE ACKNOWLEDGEMENT OF THE FULFILLMENT OF DUTIES
BY THE MEMBER OF THE SUPERVISORY BOARD IN 2007

As per Article 395, section 2, item 3 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders acknowledges the fulfillment of duties by Sławomir Kamiński, Member of the Supervisory Board, between March 1st, 2007 and December 31st, 2007.

The aforesaid Resolution was passed unanimously by secret ballot.

RESOLUTION NO. 11/2008
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ATM SPÓŁKA AKCYJNA

As per Article 393, item 6 of the Code of Commercial Companies, the Ordinary General Meeting of ATM S.A.’s Shareholders adopts the following decisions:

1. Between 2008 and 2010, the Company is allowed to purchase up to 1,500,000 (one million five hundred thousand) own shares that will be offered for purchase to the employees of the ATM S.A. Capital Group in compliance with the Regulations of the ATM S.A. Capital Group Employee Incentive Program. At the same time, the General Meeting approves the Regulations of the ATM S.A. Capital Group Employee Incentive Program, the wording of which has been attached to this Resolution. Furthermore, the General Meeting entitles ATM’s Supervisory Board to make necessary modifications to the aforesaid Regulations within the restrictions set forth herein.

2. In order to finance the purchase of shares referred to in paragraph 1, a capital reserve of PLN 13,500,000 shall be created by transferring the part of the capital reserve generated from company’s retained net profit.

3. The General Meeting of the Company recognizes the purchase of shares made prior hereto as authorized by the General Meeting as per Article 393, item 6 of the Code of Commercial Companies.

The aforesaid Resolution was passed by open ballot. 13,194,490 votes were cast to adopt the resolution. 3,496,416 votes were cast to reject the resolution. No one abstained from voting. ING Otwarty Fundusz Emerytalny, who raised an objection to the resolution, voted against it.

The Ordinary General Meeting of the Company did not deviate from any items of the planned agenda.

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