Current reports

WARSAW, Poland – March 3, 2006 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, announced that on March 3, 2006 the Company issued, within its authorized capital, 1,017,137 ordinary bearer series K shares with a nominal value of PLN 1 each (“Series K Shares”), which give the right to 1,017,137 votes at Netia’s general meeting of shareholders, due to the exercise by certain persons authorized thereto of their rights arising from the performance stock option plan adopted by Netia’s Supervisory Board on June 28, 2002, as amended. By resolution No. 218/03 of May 14, 2003, the Management Board of Krajowy Depozyt Papierów Wartościowych w Warszawie SA (National Depository of Securities) (“KDPW”) assigned the Series K Shares with the PLNETIA00097 code.

 

Netia’s issued and outstanding share capital, following this issuance and the exercise of the subscription warrants until March 1, 2006 (see press release dated March 3, 2006), is PLN 413,880,054 and represents 413,880,054 shares, PLN 1 par value per share, each share giving the right to one vote at Netia’s general meeting of shareholders.

 

The Series K shares were issued due to the exercise of rights attached to 1,017,137 ordinary bearer Series III notes, authorizing their holders to subscribe for the Series K Shares prior to the Company’s shareholders, having a nominal value of 1 grosz (PLN 0.01) each (“Series III Notes”). In connection with the exercise of rights from the Series III Notes, the Company bought and redeemed 1,017,137 Series III Notes.

 

Netia announced that on March 3, 2006 it received a notification from the Member of the Management Board of the Company, whereby the Member of the Management Board advised that following the exercise of 906,407 options granted thereto pursuant to the Plan, on March 3, 2006, he subscribed for 533,315 newly issued Series K Shares of the Company for the issue price of PLN 1 per share in compliance with the prospectus for the Company shares and bonds dated 17 April 2002, as amended.

 

Netia announced that on March 3, 2006 it received a notification from the Company’s commercial proxy, whereby the commercial proxy advised that following the exercise of 362,419 options granted thereto pursuant to the Plan adopted by the Supervisory Board on March 3, 2006, he subscribed for 213,326 newly issued Series K Shares of the Company for the issue price of PLN 1 per share in compliance with the prospectus for the Company shares and bonds dated 17 April 2002, as amended.

 

Netia announced that on March 3, 2006, it received a notification from a person who holds a managerial position in the organisational structure of the Company, having permanent access to inside information related, whether directly or indirectly to the Company and is authorised to make decisions concerning the Company’s development and economic prospects, whereby this person advised that following the exercise of 53,415 options granted thereto pursuant to the Plan, on March 3, 2006, he subscribed for 14,504 newly issued series K shares of the Company for the issue price of PLN 1 per share, in compliance with the prospectus for the Company shares and bonds dated 17 April 2002, as amended.

 

Netia announced that on March 3, 2006, it received a notification from a person who holds a managerial position in the organisational structure of the Company, having permanent access to inside information related, whether directly or indirectly to the Company and is authorised to make decisions concerning the Company’s development and economic prospects, whereby this person advised that following the exercise of 434,904 options granted thereto pursuant to the Plan, on March 3, 2006, he subscribed for 255,992 newly issued series K shares of the Company for the issue price of PLN 1 per share, in compliance with the prospectus for the Company shares and bonds dated 17 April 2002, as amended.

 

In connection with the above, Netia filed the following motions:

Pursuant to the resolution No. 58/2006 dated March 3, 2006, the Management Board of the Warsaw Stock Exchange decided to admit the issued Series K Shares to trading on March 8, 2006 subject to their assimilation by KDPW on March 8, 2006 with the remaining Netia shares.