Current reports

WARSAW, Poland – December 22, 2005 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced, in connection with the exercise, since December 1, 2005, of warrants representing 5% or more of all warrants issued by Netia (see Netia’s press release dated December 7, 2005), that:

 

As of December 21, 2005, Netia’s issued and outstanding share capital was PLN 407,941,419 and represented 407,941,419 shares, PLN 1 par value per share, each share giving right to one vote at Netia’s general meeting of shareholders.

 

The share capital has increased in connection with the exercise of certain warrants (see item II below) and options (see Netia’s press releases dated December 17 and December 21, 2005 and item IV below).

 

As of December 21, 2005, Netia issued 54,128,223 series J shares pursuant to the exercise of 31,062,274 two-year subscription warrants by their holders, who subscribed for series J shares authorized from these warrants until April 29, 2005 (see Netia’s press release dated May 6, 2005), and 23,065,949 three-year subscription warrants at an issue price of PLN 2.53 per share. Each series J share entitles its holder to one vote at Netia’s general meeting of shareholders. Netia’s series J shares are publicly traded on the Warsaw Stock Exchange (“WSE”) under the same code as all other ordinary shares of Netia i.e. PLNETIA00014.

 

The subscription warrants were exercised in accordance with Netia’s Polish prospectus, dated April 17, 2002, as amended.

 

As of December 22, 2005, 9,358,272 three-year subscription warrants under the ticker “NETPPO3”, entitling their holders to subscribe for Netia’s series J shares by April 29, 2006, were be traded on WSE.

 

Until December 21, 2005, Netia issued 3,892,374 series K shares in connection with the exercise of certain options granted under the performance stock option plan adopted by Netia’s supervisory board on June 28, 2002, as amended. The total number of series K shares that may be issued under this plan will not exceed 18,373,785 shares.

 

Current information on Netia’s share capital increases is constantly updated and made available at the Polish National Depositary for Securities and WSE as well as on Netia’s website (www.investor.netia.pl). The share capital as currently registered by the Polish court, in the amount of PLN 400,995,504, reflects, with respect to series J shares, the status as of November 1, 2005, and will be amended following the consideration of the motion for the share capital increase filed with the court on December 7, 2005 (see Netia’s press release dated December 7, 2005).