Current report number: 2/2012
Data: 5 January 2012
Pursuant to §5 clause 1 item 9) and §38 clause 1 item 2) 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 on 05 January 2012, the Company received the decision of the District Court for Poznań – Nowe Miasto i Wilda in Poznań, VIII Commercial Division of the National Court Register of 28 December 2011, pursuant to which on 02 January 2012 the changes in the share capital structure related to the conversion of registered shares into bearer shares as mentioned in ongoing report No. 43/2011 of 19 December 2011 and a change in the Articles of Association as adopted by the Extraordinary General Meeting of Shareholders on 12 December 2011 were registered.
The value of the share capital did not change and still amounts to PLN 1,261,924.60 (one million two hundred and sixty-one thousand nine hundred and twenty-four Polish zlotys and 60/100).
After the conversion, the share capital is divided into:
a) 1,755,375 (one million seven hundred and fifty-five thousand three hundred and seventy-five) series A registered preferential shares,
b) 4.554.248 (four million five hundred and fifty-four thousand two hundred and forty-eight) series A and B ordinary bearer shares.
The total number of votes resulting from the issued shares amounts to 8.064.998 (eight million sixty-four thousand nine hundred and ninety-eight). The change in the total number of votes took place upon the share conversion. Therefore, the registration of changes in the share capital structure resulting from the share conversion is only declaratory in character.
The court-registered amendment to the Articles of Association also concerns the structure of the share capital and is related to subsequent changes in shares; however, due to the fact that the latest conversion of registered shares into bearer shares tool place already after the latest Extraordinary General Meeting of Shareholders, the amendment to §5 clause 1 of the Articles of the Association of the Company, as adopted by that Meeting, did not apply to the effects of these conversion.
It is the intention of the Management Board to present an appropriate draft amendment to the Articles of Association (adjusting the provisions concerning the number of shares to the state of affairs after the conversion of 19 December 2011) during the nearest General Meeting of Shareholders.
Enclosed is the present phrasing of §5 clause 1 of the Articles of Association as well as the phrasing of this provision after the amendment registered by the court as well as a consolidated and amended text of the Articles of Association.
Legal basis: Art. 56 sec. 1 clause 2 of the Offer Act – current and periodical information.
Signed: Rafał Stempniewicz – President of the Management Board