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27 February 2009

Information on an intragroup transaction: transfer of shares ownership in Netia’s subsidiary (disposal of material assets) (15/2009)


WARSAW, Poland – February 27, 2008 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on February 27, 2009 two intragroup transactions took place as follows:

1.
Netia’s subsidiary Internetia Holdings Sp. z o.o. with its seat in Warsaw (“Internetia Holdings”) transferred ownership of 2,039 shares in the share capital of Easy Com Sp. z o.o., with its seat in Góra (“Easy Com”), with the total nominal value of PLN 1,019,500, to Netia’s another subsidiary operating under the business name Lanet Sp. z o.o. with its seat in Wrocław (“Lanet”). These shares represent 100% of the share capital and confer the right to 100% of the votes at Easy Com’s meeting of shareholders.

The transfer of the above referred shares was made in execution of the agreement concluded by Internetia Holdings and Lanet on February 27, 2009.
The shares represent an in-kind contribution in exchange for which Internetia Holdings acquired 400 newly issued shares in Lanet, with the nominal value of PLN 500 and at the issue price of PLN 21,182.20 each, i.e., for a total price of PLN 8,472,880.

As at January 31, 2008, the gross book value of the shares in Easy Com disclosed in the financial statements of Internetia Holdings was PLN 7.6 million.

Internetia Holdings is Netia’s subsidiary – Netia owns directly shares representing 99% of Internetia Holdings’ share capital and conferring the right to 99% of the votes at its meeting of shareholders, and indirectly its share in both categories reaches 100%. Messrs. Tom Ruhan, Jonathan Eastick and Piotr Nesterowicz who are management board members at Netia serve also as management board members at Internetia Holdings.

Lanet is Netia’s subsidiary – Netia owns indirectly shares representing 100% of Lanet’s share capital and conferring the right to 100% of the votes at its meeting of shareholders. Messrs. Tom Ruhan, Jonathan Eastick and Piotr Nesterowicz who are management board members at Netia serve also as management board members at Lanet.
Netia renders to Lanet operational support services. In addition, Netia and Lanet concluded a number of agreements with regard to their cooperation in providing telecommunications services.

2.
Netia’s subsidiary Internetia Holdings transferred ownership of 200 shares in the share capital of Cybertech Sp. z o.o., with its seat in Białystok (“Cybertech”), with the total nominal value of PLN 50,000, to Netia’s another subsidiary operating under the business name Connect Systemy Komputerowe Sp. z o.o. with its seat in Białystok (“Connect”). These shares represent 100% of the share capital and confer the right to 100% of the votes at Cybertech’s meeting of shareholders.

The transfer of the above referred shares was made in execution of the agreement concluded by Internetia Holdings and Connect on February 27, 2009.
The shares represent an in-kind contribution in exchange for which Internetia Holdings acquired 2,000 newly issued shares in Connect, with the nominal value of PLN 50 and at the issue price of PLN 2,079 each, i.e., for a total price of PLN 4,158,000.

As at January 31, 2008, the gross book value of the shares in Cybertech disclosed in the financial statements of Internetia Holdings was PLN 4.1 million.

Internetia Holdings is Netia’s subsidiary – Netia owns directly shares representing 99% of Internetia Holdings’ share capital and conferring the right to 99% of the votes at its meeting of shareholders, and indirectly its share in both categories reaches 100%. Messrs. Tom Ruhan, Jonathan Eastick and Piotr Nesterowicz who are management board members at Netia serve also as management board members at Internetia Holdings.

Connect is Netia’s subsidiary – Netia owns indirectly shares representing 100% of Connect’s share capital and conferring the right to 100% of the votes at its meeting of shareholders.
Netia renders to Connect operational support services. In addition, Netia and Connect concluded a number of agreements with regard to their cooperation in providing telecommunications services.

The disposed shares were classified as material assets, as they represent 100% of the share capital of Easy Com and Cybertech, respectively, and their acquisition by Lanet and Connect, respectively, constitutes an investment of a long-term nature.

Apart from the contractual relations described above, there exist no other ties between Netia and the persons managing or supervising Netia and the seller and the buyer of the aforementioned assets.

The transactions have no impact on Netia’s consolidated financial statements.
The transfers of the shares represent an interim step in the ongoing consolidation of operating companies within the Netia group.