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25 January 2006

Information on acquisition of Netia’s shares


WARSAW, Poland – 25 January 2006 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on 24 January 2006 it received a notification from Novator Telecom Poland II S.a.r.l., with its seat in Luxembourg, 560 A, rue de Neudorf, L-2220 Luxembourg (“Novator”) informing that Novator exceeded the 20% threshold of the aggregate number of votes at Netia’s General Meeting of Shareholders. 
 
The 20% threshold was exceeded as a result of the successful public tender to subscribe for the sale of Netia’s shares announced on 16 December 2005 (the “Public Tender”). The Netia shares which caused the exceeding of the 20% threshold of the aggregate number of votes at Netia’s General Meeting of Shareholders were credited to Novator’s securities account on 20 January 2006. 
 
Pursuant to the information included in Novator’s notification, as of 24 January 2006, Novator holds 92,293,602 Netia shares giving the right to exercise 92,293,602 votes at Netia’s General Meeting of Shareholders, which represent, as at 24 January 2006, 22.37% of the aggregate number of votes at Netia’s General Meeting of Shareholders. As of 24 January 2006, these shares represented 22.37% of Netia’s share capital.
 
Prior to acquiring Netia’s shares in the Public Tender, Novator held 40,088,862 Netia shares giving the right to exercise 40,088,862 votes at Netia’s General Meeting of Shareholders, which, as at 24 January 2006, represented 9.72% of the aggregate number of votes at Netia’s General Meeting of Shareholders. As of 24 January 2006, these shares represented 9.72% of Netia’s share capital. 
 
Further in the notification Novator announced that it is considering increasing its holding in Netia, within 12 months from the date of the submitted notification, to 33% minus 1 share of the total number of votes at Netia’s General Meeting of Shareholders, subject to obtaining a clearance from the Office of Competition and Consumer Protection to exceed the 25% threshold in the total number of votes at Netia’s General Meeting of Shareholders. As stated in the notification, Novator’s consideration to increase its holding of the overall number of votes at Netia’s General Meeting of Shareholders results from viewing Poland, the telecommunications sector and Netia, in particular, as attractive long-term investment prospects. This is consistent with the current strategy of the Novator group in Poland, as Novator One, which similarly to Novator Telecom Poland II is managed by Novator Partners LLP, has a 70% stake in P4 Sp. z o.o. Netia holds the remaining 30% stake in P4 Sp. z o.o. The group, which Novator Telecom Poland II is a member of, has significant experience in investing in the shares of telecom operators in Europe, and, therefore, Novator Telecom Poland II believes that this experience can be contributed to the benefit of Netia.