Current reports

WARSAW, Poland – December 17, 2005 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on December 16, 2005 the Company issued, within its authorized capital, 2,786,875 ordinary bearer series K shares with a nominal value of PLN 1 each (“Series K Shares”), which give the right to 2,786,875 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) 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 December 1, 2005 (see press release dated December 7, 2005), is PLN 404,028,998 and represents 404,028,998 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 5.073.865 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 5.073.865 Series III Notes.

 

Netia announced that on December 16, 2005 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 3,624,198 options granted thereto pursuant to the Plan, on December 16, 2005, he subscribed for 2,043,292 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 December 16, 2005 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 724,838 options granted thereto pursuant to the Plan, on December 16, 2005, he subscribed for 334,925 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 December 16, 2005 it received a notification from the Company’s commercial proxy, whereby the commercial proxy advised that following the exercise of 724,838 options granted thereto pursuant to the Plan adopted by the Supervisory Board on December 16, 2005, he subscribed for 408,658 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: 

·         to assimilate on December 21, 2005 the issued Series K Shares by Krajowy Depozyt Papierów Wartościowych w Warszawie SA (the National Depository for Securities) (“KDPW”)      with the remaining Netia’s shares identified by code “PLNETIA00014”; and

·         to admit the issued Series K Shares to trading on the Warsaw Stock Exchange from December 21, 2005, following their assimilation by the KDPW.

 

Pursuant to the resolution of December 16, 2005 the Management Board of the Warsaw Stock Exchange in Warsaw SA decided to admit the issued Series K Shares on December 21, 2005 subject to assimilation by KDPW on December 21, 2005 with the remaining Netia shares.