Current reports

Polish Financial Supervision Authority
Pl. Powstańców Warszawy 1
00-950 Warszawa

In relation with the ongoing report No. 43/2014 dated 21 November 2014, the Management Board of TELL S.A. hereby wishes to advise whom it may concern that on 11 December 2014 it executed an annex to the investment agreement made between the issuer and OEX Spółka Akcyjna (Polish joint-stock company) with registered office in Warsaw (hereinafter referred to as the Investor), concerning the change of principles governing the adjustment of settlements between the agreement parties. Pursuant to the amended provisions of the investment agreement, the investor guarantees that the results of Cursor S.A. and Divante Sp. z o.o. expressed by the value of EBITDA for both companies for the year 2015 shall not be lower than PLN 6,300,000 (say: six million three hundred thousand Polish zlotys). Otherwise, the investor shall be obliged to make an adjustment to the settlements with the issuer – the issuer’s share issue price offered to the investor shall be adjusted pro rata to the relation between the total of EBITDA for 2015 and the amount of PLN 6,300,000 (say: six million three hundred thousand Polish zlotys), in accordance with the principles laid down in detail in the investment agreement. In such situation, the investor shall be obliged to pay to the issuer either the adjustment amount or (at its own option) may sell for redemption to the issuer for the remuneration of PLN 0.01 (say: one Polish groszy) per one share, issuer’s shares issued on the basis of the provisions of the investment agreement in the number equal to the product of the amount of adjustment (divisor) and the issue price of one share (dividend) as rounded up to one full share. In case the value of EBITDA for the issuer for the financial year 2015 is lower than PLN 10,500,000 (say: ten million five hundred thousand Polish zlotys), the investor shall not be obliged to make the adjustment of settlements as mentioned above, unless the total value of EBITDA for both companies (Cursor S.A. and Divante Sp. z o.o.) for 2015 is lower than PLN 5,040,000 (say: five million forty thousand Polish zlotys).

Legal basis: Art. 56 sec. 5 of the Offering Act – information update

Signed: Rafał Stempniewicz – President of the Management Board