Current reports

Conclusion of substantial agreement.

Current report number: 3/2011

Data: 25 February 2011

Komisja Nadzoru Finansowego
Pl. Powstańców Warszawy 1
00-950 Warszawa

In reference to ongoing report No. 1/2011 dated 17 January 2011, the Management Board of TELL S.A., acting pursuant to §5 sec. 1 item 3) of the Regulation of the Minister of Finance of 19 February 2009 on ongoing and periodical information to be submitted by issuers of securities and terms on which information required by the provisions of law of a non-member state is to be deemed equivalent (Official Journal of the Republic of Poland No. 33, pos. 259, as amended), the Management Board of TELL S.A. hereby makes it known that, on 25 February 2011, it received a copy of the Orange Stores Agency Agreement signed by both parties (the issuer and PTK Centertel Sp. z o.o., whose principal place of business is in Warsaw – the Orange network operator). The agreement will take effect from 1 February 2011 and will replace the previous agreements between the issuer and the operator, whose termination was notified by the issuer in the report referred to above.

The agreement was concluded for an indefinite period and its subject matter is the conclusion by the issuer, on behalf of and for PTK Centertel Sp. z o.o. and Telekomunikacja Polska S.A., of contracts, and their annexes, for the provision by those entities of telecommunication services, as well as for the provision to PTK Sp. z o.o. of other services, in particular the conclusion with customers on its own behalf of contracts for the sale of telecommunication equipment and accessories.

The fee due to the issuer for the performance of activities specified in the agreement includes a lump-sum fee and bonuses depending on, among other things, the achievement of sales targets and the store category. The essential terms of the agreement, including its financial terms, are not, in the issuer’s opinion, different than terms commonly applied for this type of agreements.

The agreement provides for the issuer’s obligation to pay a contractual penalty:
– equal to the tenfold average monthly fee or PLN 100,000 (whichever is the greater) for each breach of the agreement provisions relating to the restraint of trade,
– of PLN 500,000 for each breach of its obligation to keep the business secret of PTK Centertel Sp. z o. or Telekomunikacja Polska S.A. or breach of its duty to keep telecommunication secret,
– of PLN 250,000 for each breach of its obligation to refrain from offering, in connection with the performance of the agreement, other goods and services than those specified in the agreement,
– of PLN 250,000 for each breach by the issuer’s management board members or its subagents, their proxies, attorneys-in-fact or, commercial representatives and subagents of the prohibition to participate in a business entities that are agents of a mobile or fixed telephony operator other than PTK Centertel Sp. z o.o. or operators themselves.

The payment of a contractual penalty does not preclude the right of PTK Centertel Sp. z o.o. to seek damages in excess of the stipulated contractual penalties.

An agreement is considered substantial, if the estimated value of its subject matter over a 5-year period exceeds 10% of the issuer’s equity.

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

Signed: Rafał Stempniewicz – President of the Management Board