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20 February 2007

Netia convenes ordinary shareholders’ meeting



WARSAW, Poland – February 20, 2007 – Netia SA (“Company” or “Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that the Ordinary General Meeting of the Shareholders of the Company is convened for March 21, 2007 (Wednesday) at 12.00 hours CET at the Company’s headquarters in Warsaw at Poleczki 13 St. (the “Meeting”).

For this reason the Company hereby presents:

I. The proposed agenda for the Meeting:  

  1. Opening the Meeting.
  2. Election of the Chairman of the Meeting.
  3. Statement that the Meeting has been properly convened and is able to adopt resolutions.
  4. Review of the Management Board’s reports on Company’s and the Netia Group’s activities for 2006, the stand-alone financial statement of the Company for 2006 and consolidated financial statement of the Netia Group for 2006 and the Supervisory Board’s report for 2006.
  5. Adoption of resolutions concerning approval of the Management Board’s report on Company’s and Netia Group’s activities for 2006, the stand-alone financial statement of the Company for 2006 and consolidated financial statement of the Netia Group for 2006.
  6. Adoption of resolutions concerning the granting of approval of the performance of duties by individual members of the Management Board and the Supervisory Board in 2006.
  7. Adoption of a resolution concerning the allocation of the Company’s profit or covering the Company’s loss.
  8. Adoption of a resolution concerning changes to the Company’s Statutes.
  9. Adoption of a resolution concerning adoption of the uniform wording of the Company’s Statutes.
  10. Adoption of a resolution concerning adoption of amendments to the Rules of Remuneration of the Supervisory Board Members.
  11. Presentation of the key elements of the plan of the merger of the Company with Pro Futuro S.A., its wholly-owned subsidiary.
  12. Adoption of a resolution concerning the Company’s merger (merger by acquisition) with Pro Futuro S.A., its wholly-owned subsidiary.
  13. Adoption of a resolutions concerning changes to the composition of the Supervisory Board of the Company.
  14. Closing the Meeting.

II. Additional information regarding registration of the Shareholders participating in the Meeting on March 21, 2007:

Shareholders who are owners of bearer and registered shares admitted to public trading shall have the right to participate in the Meeting, provided that at least by March 14, 2007, 17.00 CET, i.e. one week prior to the Meeting, they deliver to the Company depository certificated issued by the brokerage house keeping such Shareholder’s securities account (or by Centralny Dom Maklerski PEKAO SA).

Shareholders who own non-publicly traded bearer shares shall have the right to participate in the Meeting provided that their shares are deposited with the Company at least by March 14, 2007, 17.00 CET, i.e. one week prior to the Meeting.

Shareholders may participate in the Meeting and exercise their voting right personally or by proxy. The proxy shall be in writing on pain of being invalid.

The list of Shareholders authorized to participate in the Meeting shall be displayed at the Company’s offices from March 16, 2007, i.e. three working days prior to the Meeting.

III. In connection with the proposed changes of the Company’s Statute, the Company’s Management Board presents the current and the proposed provisions of the Statute in the Attachment No. 1.

IV. In connection with the proposed adoption of the uniform wording of the Company’s Statute, The Company’s Management Board presents the proposed new wording of the uniform Statute of the Company in the Attachment No.2.