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WARSAW, Poland – April 26, 2006 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on April 25, 2006 it received a decision of the Regional Court in Warsaw, dated April 19, 2006, on registration of Netia’s share capital decrease by the redemption of 28,162,110 (twenty eight million one hundred and sixty two thousand one hundred and ten) Company’s own shares and on registration of changes to the Company’s statute. The share capital decrease and changes to Netia’s statute were adopted by Netia’s annual shareholders’ meeting held on March 29, 2006 (see Netia’s press release dated March 29, 2006).

 

Following the share capital decrease and the exercise of subscription warrants until April 1, 2006 (see Netia’s press release dated April 6, 2006), Netia’s issued and outstanding share capital was PLN 386,062,498 (three hundred and eighty six million sixty two thousand four hundred and ninety eight) and represented 386,062,498 shares, PLN 1 par value per share, with each share entitled to one vote at Netia’s general meeting of shareholders.

 

Registration of changes to the Company’s statute included a change of § 5 of the statute, which reflects the structure of the Company’s share capital following the shares redemption, and a change of § 5B point 6 of the statute.

 

The previous and currently binding wording of the changed provisions of Netia’s statute is presented below.

 

Provisions of the statute before the changes:

Ҥ 5

The Company’s share capital consists of the series A, A1, B, C, C1, D, E, F, G, H and I shares, and J and K shares issued within the conditional capital, of a nominal value of 1 PLN (in words: one) each.

 

Series A to I shares constitute the share capital amounting to 349.920.822 (in words: three hundred forty nine million nine hundred twenty thousand eight hundred twenty two) PLN, divided as follows:

a) 5.000 ordinary registered series A shares;

b) 1.000 preferred registered series A1 shares;

c) 3.727.340 ordinary registered series B shares;

d) 17.256.855 ordinary bearer series C shares;

e) 3.977 ordinary bearer series C1 shares;

f) 5.500.000 ordinary bearer series D shares;

g) 425.000 ordinary bearer series E shares;

h) 2.250.000 ordinary bearer series F shares;

i)  2.250.000 ordinary bearer series G shares;

j) 312.626.040 ordinary bearer series H shares;

k) 5.875.610 ordinary bearer series I shares.”

and

 

Ҥ 5B

6. The priority right to acquire series "K" shares (warrant) may be executed not later than on December 31, 2007, unless, subject to the Supervisory Board’s approval, the Management Board will shorten the period for the execution of the priority right to acquire series "K" shares (warrant) pursuant to a performance stock option plan to be adopted by the Company’s Supervisory Board for the Netia Group.”

 

Provisions of the statute after the changes:

Ҥ 5

The Company’s share capital consists of the series A, A1, B, C, C1, D, E, F, G, H and I shares, and J and K shares issued within the conditional capital, of a nominal value of 1 PLN (in words: one) each.

 

Series A to I shares constitute the share capital amounting to 321.758.712 (in words: three hundred twenty one million seven fifty eight thousand seven hundred eleven) PLN, divided as follows:

a) 5.000 ordinary registered series A shares;

b) 1.000 preferred registered series A1 shares;

c) 3.727.340 ordinary bearer series B shares;

d) 17.079.974 ordinary bearer series C shares;

e) 3.977 ordinary bearer series C1 shares;

f) 5.500.000 ordinary bearer series D shares;

g) 133.233 ordinary bearer series E shares;

h) 2.250.000 ordinary bearer series F shares;

i) 2.250.000 ordinary bearer series G shares;

j) 284.932.578 ordinary bearer series H shares;

k) 5.875.610 ordinary bearer series I shares.”.

and

 

Ҥ 5B

6. The priority right to acquire series "K" shares (warrant) may be executed not later than on December 31, 2012, unless, subject to the Supervisory Board’s approval, the Management Board will shorten the period for the execution of the priority right to acquire series "K" shares (warrant) pursuant to a performance stock option plan to be adopted by the Company’s Supervisory Board for the Netia Group.”