Registration of an increase of the share capital
Current report 27/2009 dated 11.09.2009
The Management Board of ATM S.A. hereby announces that on September 9, 2009, the District Court for the capital city of Warsaw, 13th Commercial Department of the National Court Register, registered an increase of the Company’s share capital through an issue of 343,344 (three hundred forty three thousand three hundred forty four) B-series shares. After the registration of the increase, the Company’s share capital is PLN 34,526,176.80 (thirty four million five hundred twenty six thousand one hundred seventy six and 80/100) and it is composed of 36,343,344 (thirty six million three hundred forty three thousand three hundred forty four) common bearer shares. The total number of votes is 36,343,344 (thirty six million three hundred forty three thousand three hundred forty four).
The increase of the Company’s share capital was done as part of the target capital according to the Resolution No. 5/2006 adopted by the Extraordinary General Meeting of Shareholders of the Company dated 22.11.2006 following the Supervisory Board consent adopted as Resolution No. 1 dated 5.08.2009 including the consent to exclude the right of preemption for existing shareholders. The shares issued as part of the target capital were entirely destined for minority shareholders of KLK S.A. who acquired the newly issued shares of ATM S.A. at the average market price of last 30 days before The Management Board of ATM S.A. adopted the resolution of share capital increase dated 5.08.2009 which is 6.13 PLN per share. The offering of ATM S.A. shares to shareholders of KLK S.A. is a result of investment agreement dated 24 October, 2006, enabling ATM S.A. to increase its share in KLK S.A. share capital and in number of votes on The General Assembly of KLK S.A. from 78.74% to 89.37%. Acquisition of newly issued shares of ATM S.A. was for 2,104,698.72 PLN (two million one hundred and four thousand six hundred ninety eight and 72/100).
The shares acquired by above mentioned persons are due to selling interdiction in a way that each acquirer is entitled to sell 1/3 of acquired shares respectively no earlier then after March 31, 2010, after March 31, 2011, and after March 31, 2012.
The nominal share value of the issued shares is 0.95 PLN. Total nominal value of the shares in the share capital increase is 326,176.80 PLN. The new shares issue is 0.94% of the shares capital after the increase and gives 343,344 votes (0.94%) at the Company‘s General Assembly.
Tadeusz Czichon — Vice-President of the Management Board
Maciej Krzyżanowski — Vice-President of the Management Board