TERMS OF REFERENCE OF THE GENERAL MEETING OF SHAREHOLDERS OF ATM GRUPA S.A.

§ 1

The General Meeting of Shareholders (‘General Meeting’) is the supreme body of ATM GRUPA S.A. (‘Company’).
General Meetings are prepared and convened as required by the Code of Commercial Companies (act of September 15, 2000, Journal of Laws No. 94, Item 1037) and the Company’s Articles of Association.

§ 2

1. A General Meeting can only be attended by shareholders recorded in the register of shareholders sixteen days before the General Meeting date (Record Date).
2. The Record Date is the same for holders of bearer and registered shares.
3. Holders of registered shares and temporary certificates, as well as pledgees and users entitled to vote, may participate in the Company’s General Meeting if they are recorded in the register of shareholders on the Record Date.
4. Registered shares in the form of documents entitle their holders to participate in a General Meeting if the documents are deposited in the Company’s offices no later than on the Record Day and are not withdrawn before the end of the day. Instead of shares, shareholders may submit a certificate to confirm that the shares are deposited with a notary, a bank or an investment company with headquarters or a branch in the European Union or a country that is a party to the Agreement on the European Economic Area, specified in the notice of the General Meeting. The certificate must include the numbers of such certificates and state that the certificates will not be issued before or on the Record Date.
5. At the request of a holder of the Company’s dematerialized bearer shares submitted no earlier than after the convening notice for a General Meeting and no later than on the first weekday after the Record Date, the entity keeping the stock account shall issue a registered certificate entitling the holder to participate in the General Meeting.
6. Regulations on trading in financial instruments may specify other documents equivalent to the above certificate, provided that the entity holding the Company’s securities is informed of who has issued these documents.
7. A shareholder may transfer his/her shares in the period between the day of registering his/her participation in a General Meeting and the day on which the General Meeting ends.
8. The right to participate in a General Meeting includes the right to take part in the discussion on agenda items, to put forward motions related to agenda items, to vote and to raise objections.
9. The members of the Executive and Supervisory Boards who are not shareholders, and experts invited to a General Meeting by the Executive or Supervisory Board, may participate in and speak at the General Meeting. Guests invited by the body convening the General Meeting may participate in but not speak at the General Meeting.
10. All members of the Executive and Supervisory Boards shall be invited to each General Meeting. Representatives of the Executive Board and the Supervisory Board shall be able to answer questions posed at the General Meeting.
11. The Executive Board shall invite a certified auditor to those General Meetings whose agenda includes issues related to the Company’s finances.

§ 3

The list of shareholders entitled to participate in a General Meeting is drafted and signed by the Executive Board.
The list should contain the following:
a) the names and surnames (company names) of shareholders entitled to attend the General Meeting
b) the shareholders’ place of residence (registered office)
c) the amount, type and number of shares held and the number of votes attached to these shares
The list of shareholders should be available for inspection in the office of the Executive Board at least three business days before the scheduled date of the General Meeting.
Each shareholder may inspect the list in the Executive Board’s office and request a copy thereof, provided he/she refunds the cost of its preparation.
Each shareholder may request a copy of the motions related to the agenda items during the week before a General Meeting.

§ 4

1. Each shareholder may participate in General Meetings and vote in person or by proxy. The proxy appointment entitling its holder to participate in and vote at a General Meeting must be in writing or in electronic form.
2. Voting by mail is not allowed.
3. Electronic proxy appointments must be emailed to the Company’s address provided in the notice of a General Meeting, pursuant to Article 4022.2.d of the Code of Commercial Companies, without prejudice to the provisions below.
4. The following rules will be followed to identify shareholders and proxies and to verify the validity of electronic proxy appointments:
a. Electronic proxy appointments must be sent to the Company within three days prior to the date of a General Meeting or on the day of the General Meeting before the meeting is closed. A person present at the meeting who purports to be the shareholder’s proxy appointed electronically shall not be able to participate in the meeting until the Company obtains and verifies such appointment in line with Section 3.
b. Electronic proxy appointments shall be accepted only from those shareholders who are on the list of shareholders entitled to attend a General Meeting in line with Article 407 § 1 of the Code of Commercial Companies.
c. Electronic proxy appointments shall not be accepted and considered valid unless the shareholder, before or upon submission of a proxy appointment in line with the provisions of Section 3, contacts the Company using the telecommunication numbers posted on the Company’s website (or beforehand, in person or through courier) and notifies the Company of his/her intention to send an electronic proxy appointment. The shareholder needs to supply an e-mail address from which they will send the proxy appointment and confirm his/her identity by faxing, e-mailing or submitting by other means a PDF or JPG scan, signed by the shareholder, of a valid ID containing the shareholder’s signature (ID card, passport). If such shareholder is a legal entity, limited legal entity or other entity, he/she must supply a copy of valid registration documents signed by the shareholder and indicate the manner of the shareholder’s representation. In order to confirm the identity of persons acting on behalf of a shareholder who is a legal entity, limited legal entity or other entity, such persons should also send the Company certified true copies of his/her valid ID documents containing his/her signature (ID card, passport).
d. Prior to sending a proxy appointment as described in Section 3, the shareholder shall send a test e-mail with a subject starting with the shareholder’s family name and first name or his/her company name and the following words: ‘Pełnomocnictwo – test WZA w dniu ___ (insert the day and year of the General Meeting)’. By sending a test e-mail the shareholder requests the Company to read the message. As soon as the test e-mail reaches the Company’s inbox, the Company will read the e-mail, which will automatically generate a confirmation that the Company has read the test e-mail.
e. The shareholder may not e-mail a proxy appointment unless he/she has received a confirmation saying that the Company has received the test e-mail, and if he/she does, he/she must send the appointment from the same e-mail address.
f. An e-mail with a proxy appointment attached must have the same subject as given in Subsection d. above, including the shareholder’s identification data and the words: ‘Pełnomocnictwo – WZA w dniu ___ (insert the day and year of the General Meeting)’. By sending a test e-mail the shareholder requests the Company to read the message. As soon as the e-mail reaches the Company’s inbox, the Company will read the message, which will automatically generate a confirmation that the Company has read the e-mail.
g. Electronic proxy appointments must be in Polish. If the documents referred to in b. are in a foreign language, the shareholder must fax or send a PDF or JPG scan of their certified translations into Polish.
h. A proxy appointment must unequivocally specify the proxy by indicating his/her first name(s) and family name as stated in the ID confirming the identity of the proxy, his/her date of birth, the number and series of his/her ID document and the PESEL number or other identification number appearing in the document used by the proxy for identification purposes. Before signing the attendance sheet, the proxy must present the ID specified in the proxy appointment that the Company had been e-mailed.
i. Electronic proxy appointments must not authorize proxy substitution.
j. The provisions a. to i. apply to revoking proxy appointments, assigning new proxies, and assigning and revoking proxies by users or pledgees of the Company’s shares who have voting rights.
5. If a proxy appointed to represent a shareholder at a General Meeting is a member of the Company’s Executive Board, Supervisory Board, liquidator, employee or member of the governing bodies or employee of the Company’s subsidiary or co-operative, his/her appointment entitles his/her to represent the shareholder at one General Meeting. A proxy must notify the shareholder of any circumstances that pose an existing or potential conflict of interest. Such proxy may not delegate his/her authority to act on behalf of the shareholder to other individuals.
6. A proxy referred to in Section 5 shall vote in line with the instructions obtained from the shareholder.

§ 5

1. An attendance list of shareholders specifying the number of shares held by each shareholder and the number of votes shall be drafted by persons assigned to this task by the Executive Board. The attendance list shall be drawn up based on the list of shareholders referred to in § 3 of these Terms of Reference.
2. The person(s) drawing up an attendance list should:
a. check whether the participants are entitled to participate in the General Meeting
b. check the identity of the shareholders and proxies against their ID cards or passports
c. check the validity of proxy appointments and then enclose them with the minutes from the General Meeting
d. have the shareholders and proxies sign the attendance list.
3. The attendance list shall be available for inspection throughout the General Meeting. The persons drawing up the attendance list are obliged to update it on an ongoing basis to reflect changes in attendance, specifying the time of all such changes.
4. At the request of shareholders holding one tenth of the share capital represented at the General Meeting, the attendance list shall be verified by a committee selected for this purpose, comprising of no fewer than three members. Those who submit such a request may select one member of the committee.

§ 6

1. The Chair of the Supervisory Board or his/her Deputy shall open each General Meeting and announce the election of the Chair of the General Meeting. In his/her absence, the General Meeting shall be opened by the President of the Executive Board or a person designated for this purpose by the Executive Board.
2. The person who opens a General Meeting orders the election, in a secret ballot, of the Chair of the General Meeting.
3. Each person entitled to participate in a General Meeting may stand for Chair of the General Meeting and submit one candidate for this position to be recorded in the minutes. The candidates should have a sound background, be familiar with these Terms of Reference and with the issues on the agenda
4. Once it is put on record that the nominated candidate accepts his/her nomination, his/her name is put on a list. The list of nominated candidates is drawn up by the person who has opened the General Meeting. Once announced, the list is closed.
5. When electing the Chair of the General Meeting, a separate vote shall be called for each candidate in alphabetical order.
6. The person who has opened the General Meeting shall make sure the voting is carried out correctly and then shall announce its results.

7. The candidate with the most valid votes cast shall become the Chair of the General Meeting.
8. Upon election, the Chair of the General Meeting signs the attendance list.
9. After being elected and signing the attendance list, the Chair of the General Meeting shall announce that the General Meeting has been properly convened and is capable of adopting resolutions and he/she shall present the agenda. The Chair of the General Meeting may remove or reorder agenda items subject to the consent of the General Meeting.

§ 7

1. The tasks of the Chair of the General Meeting include in particular:
a. making sure that the meeting and voting go smoothly and correctly
b. giving the floor to meeting participants
c. making sure that the discussion is to the point
d. keeping order in the meeting room
e. ordering a recess at the request of a majority of two thirds of the votes, with the meeting to be resumed on a different date
f. announcing, supervising and signing all documents containing voting results
g. making sure the agenda is fully covered
h. resolving any doubts related to these Terms of Reference
2. The total time of recess referred to in 2.e may not exceed 30 days.
3. The Chair of the General Meeting may call short breaks in the meeting. The breaks are designed to:
a. enable shareholders to put their motions in writing
b. enable shareholders to reach a consensus opinion
c. consult with the experts present at the General Meeting
4. The Chair may also call a break if a General Meeting is longer than two hours.
5. A single break shall be no longer than 1 hour, and the total time of breaks during one day shall not exceed 3 hours unless the Chair of the General Meeting has reasonable grounds to decide otherwise.
6. The Chair of the General Meeting shall run each session so that a resolution is adopted in each case in which the General Meeting is to take a decision on a specific item unless the General Meeting resolves to exclude the item from the agenda or to not consider the item.

§ 8

1. The General Meeting may appoint an Election Returning Committee.
2. The Returning Committee, which must be comprised of at least three members, shall elect a Committee Chair from among its number and shall keep records of its activities, which will then be submitted to the Chair of the General Meeting.
3. The Returning Committee shall not be appointed unless it is impossible to conduct a vote using an electronic system.
4. The Election Returning Committee shall oversee the voting process, checking and passing its results to the Chair of the General Meeting.

§ 9
1. A General Meeting may resolve to exclude specific matters from the agenda if there are material grounds for doing so, or to reorder agenda items.
2. A General Meeting may not resolve on issues not included in the agenda unless all share capital is represented at the Meeting and none of those present objects.

§ 10

1. After presenting each of the agenda items, the Chair of the General Meeting shall open discussion, allowing participants to speak in order of request. If the General Meeting agrees to do so, a number of agenda items may be discussed at the same time.
2. The Chair of the General Meeting may give the floor to the members of the Executive and Supervisory Boards, giving them precedence over the other participants.
3. The Chair of the General Meeting may give the floor to experts, including a certified accountant.
4. The Chair of the General Meeting may require that participants register for discussion, providing their full names.
5. Participants may only speak on the matters that are currently under discussion.
6. Each shareholder may speak for five minutes on each agenda item. For particularly complex items, the Chair may extend this time limit to ten minutes.

§ 11

1. Each shareholder may ask questions concerning each agenda item.
2. The members of the Company’s Executive Board – each within his/her remit – shall answer these questions and provide explanations if this is material to the item on the agenda.
3. The Executive Board shall decline to provide information where this could cause harm to the Company, its affiliate or subsidiary, in particular through disclosing confidential technical, trade or organisational information.
4. An Executive Board member may decline to provide information where this could lead to criminal, civil or administrative charges being made against him/her.
5. An answer is deemed to have been provided if relevant information is available on the Company’s website in a section with answers to shareholders’ questions.
6. In the case referred to in Section 1 above, the Executive Board may provide information in writing outside of a General Meeting if there is a compelling reason for doing so. The Executive Board shall supply the required information no later than two weeks from the day it was requested at a General Meeting.
7. If a shareholder requests information about the Company outside of a General Meeting, the Executive Board may supply the required information in writing subject to the provisions of Section 2 above.
8. In the documentation submitted to the next General Meeting, the Executive Board shall include the information supplied to shareholders outside of a General Meeting together with dates and names of shareholders. The information submitted to the next General Meeting may exclude information that has been disclosed to the public and during the General Meeting.
9. Without prejudice to the provisions of Sections 1­­­­­­­­−8 above, the Executive Board shall decline to offer any information if it is confidential for the purposes of the act on trading in financial instruments and other regulations applicable to publicly traded companies.

§ 12

1. Each shareholder may propose amendments and additions to draft resolutions included in the agenda of a General Meeting. Such proposals must be submitted before discussion is closed on the item that includes the relevant draft resolution.
2. Such proposals, along with a brief rationale, should be submitted in writing, separately for each draft resolution, to the Chair of the General Meeting, and should include the shareholder’s full name or company name.

§ 13

1. Except as provided in the Code of Commercial Companies, a General Meeting is valid regardless of the number of shares represented.
2. Except as provided in the Code of Commercial Companies and the Company’s Articles of Association, resolutions shall be adopted by an absolute majority of votes.
3. The number of votes cast includes the votes ‘for’, ‘against’ and ‘abstaining’.

§ 14

Each shareholder may vote by proxy on resolutions that concern:
a. his/her responsibility to the Company, including the approval of the fulfillment of his/her duties
b. agreements and disputes between the shareholder and the Company
c. being released from an obligation toward the Company
provided that:
a. the proxy appointment authorizes his/her proxy to represent the shareholder at a single general meeting
b. the proxy informs the shareholder of any circumstances that pose an existing or potential conflict of interest
c. the proxy votes in line with the instructions received the shareholder
Proxies may not delegate their authority.

§ 15

1. Except as provided in Section 2 below, voting shall be by open ballot.
2. Secrets ballots shall be conducted:
a. to elect or dismiss members of the Company’s governing bodies and liquidators
b. to held members of the Company’s governing bodies and liquidators responsible for their actions
c. in personnel matters
d. at the request of one or more shareholders present or represented at a General Meeting.

§ 16

1. The General Meeting shall appoint and dismiss members of the Supervisory Board.
2. At the request of shareholders representing at least one fifth of the share capital, members of the Supervisory Board shall be elected during the next General Meeting in gropus.
3. Shareholders representing a number of shares equal to the number derived by dividing the total number of represented shares by the number of Supervisory Board members, may form a group of shareholders to elect one Supervisory Board member, but shall not participate in electing other Supervisory Board members.
4. The Supervisory Board vacancies not filled by a vote of a group of shareholders shall be filled by a vote of all those shareholders who have not taken part in the election of the Supervisory Board members elected in groups.
5. Unless at least one group capable of electing a Supervisory Board member is formed, no voting takes place.
6. In group voting, each share carries one vote regardless of any preferences or restrictions.

§ 17

When the agenda is exhausted, the Chair of the General Meeting shall close the General Meeting.

§ 18

1. A notary shall record all General Meeting resolutions in the minutes.
2. Minutes shall taken in compliance with the Code of Commercial Companies.
3. The Executive Board shall include a copy of the minutes, a proof that the General Meeting was held and proxy appointments in the minute book. Shareholders may inspect the minute book and request copies of resolutions as authorized by the Executive Board.

§ 19

Appeals against General Meeting resolutions may be filed with the court in the mode and manner specified in Articles 422–427 of the Code of Commercial Companies.

§ 20

1. These Terms of Reference may be amended by a resolution of a General Meeting in an open vote with an absolute majority of votes.
2. Amendments become effective from the beginning of the General Meeting session following the General Meeting at which they were adopted.

These Terms of Reference were adopted on June 27, 2011.