Current reports

Change of rights from securities.

Current report number: 5/2012

Data: 11 January 2012

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 11 January 2012, it adopted a resolution concerning the change of the issuer’s registered shares into bearer shares. In accordance with a request of a shareholder, 50.625 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 8.014.373 votes (eight million fourteen thousand three hundred and seventy-three). 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. 2/01/2012
of the Management Board of TELL S.A.
in Poznań
dated 11 January 2012
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 to convert registered shares into bearer shares, the Management Board of hereby resolves to convert 50.625 (fifty thousand six hundred and twenty-five) series A registered shares held by Mr Paweł Turno 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 clause1 item 2 of the Offering Act – Current and Periodical Information.

Signed: Rafał Stempniewicz – President of the Management Board