Current reports

Change of rights from securities.

Current report number: 43/2011

Data: 19 December 2011

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

Pursuant to §5 clause 1 item 10) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information to be disclosed by security issuers and on conditions of recognition of information required by the laws of a state that is not a member-state (Journal of Laws No. 33 item 259 as amended), the Management Board of Tell S.A. hereby advises that in relation with the provision of art. 334 §2 of the Polish Code of Commercial Companies, on 19 December 2011, it adopted a resolution concerning the change of the issuer’s registered shares into bearer shares. In accordance with a request of a shareholder, 100,625 series A registered shares were converted into bearer shares. The converted shares were preferential in terms of votes: each share entitled to two votes. In consequence of the conversion, the preference expired. After the conversion, the total number of votes at the general meeting of shareholders of the issuer amounts to 8,064,998 votes (eight million sixty-four thousand nine hundred and ninety-eight). In consequence of the conversion of shares, the share capital did not change and amounts to PLN 1,261,924.60.

The text of the resolution of the Management Board concerning the share conversion:

RESOLUTION NO. 1/12/2011
of the Management Board of TELL S.A.
in Poznań dated 19 December 2011 concerning the conversion of registered shares into bearer shares.
Acting pursuant to §20 clause 1 and §21 clause 1 of the Articles of Association of the Company and §7 clause 2 of the Management Board By-Laws, in relation with the provision of art. 334 §2 of the Polish Code of Commercial Companies, the Management Board of Tell S.A. hereby resolves what follows:

1. In relation with the request of a shareholder for the consent to convert registered shares into bearer shares, the Management Board of hereby resolves to convert 100,625 (one hundred thousand six hundred and twenty-five) series A registered shares held by Mr Piotr Kardach into bearer shares.
2. The Resolution was adopted in a circular manner.
3. The Resolution shall enter into full force and effect upon the date of its adoption.

Legal basis: Art. 56 clause 1 item 2 of the Offering Act – Current and Periodical Information

Signed: Rafał Stempniewicz – President of the Management Board