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14 July 2010

Changes to Netia’s statute and change of the structure of the share capital were registered in court (23/2010)


WARSAW, Poland –July 14, 2010 – Netia SA (“Company” or “Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on July 2, 2010 the Polish court registered the changes to Netia’s statute as adopted by its annual general shareholders meeting on May 26, 2010 (the “AGM”) (see Netia’s press release 19/2010 dated May 27, 2010).

Below Netia presents the previous and the currently binding wording of the statute’s provisions.

Previous provisions of § 5 of the Statute:
Ҥ 5
The Company’s share capital consists of series A, series A1, and series B shares, as well as series K shares issued within the conditional capital, of a nominal value of PLN 1 (in words: one) each.
Series A, A1 and B shares constitute the share capital amounting to PLN 384,222,774 (in words: three hundred eighty four million two hundred twenty two hundred seven hundred seventy four), divided as follows:
(a) 1,000 ordinary registered series A shares;
(b) 1,000 preferred registered series A1 shares;
(c) 384,220,774 ordinary bearer series B shares.”

and the currently binding provision of the § 5 of the Statute:
Ҥ5
The share capital shall consists of series A, A1, B and the shares issued within the scope of the conditional share capital of series K and L. All the shares have the nominal value of PLN 1.00 (in words: one) each.
The series A, A1 and B shares form the share capital of PLN 389,338,353 (in words: three hundred eighty nine million three hundred thirty eight thousand three hundred fifty three) which is divided as follows:
(a) 1,000 ordinary registered series A shares;
(b) 1,000 preferred registered series A1 shares;
(c) 389,336,353 ordinary bearer series B shares.”

Previous provisions of § 5A, section 1 of the Statute:
Ҥ 5A
1. The conditional share capital of the Company shall be up to 18,373,785 (eighteen million, three hundred and seventy-three thousand, seven hundred and eighty-five) ordinary bearer series "K" shares.”
and the currently binding provision of the § 5A, section 1 of the Statute:
„1. The conditional share capital of the Company shall amount to no more than PLN 26,885,043 (in words: twenty-six million, eight hundred and eighty-five thousand and forty-three) and is divided as follows:
(a) 13,258,206 ordinary bearer series K shares;
(b) 13,626,837 ordinary bearer Series L shares.”

Previous provisions of § 5A, section 7 of the Statute:
7. The purpose of establishing the conditional share capital is to grant the right to acquire series "K" shares to the employees, consultants and board members of the Company and its subsidiaries who will be entitled to acquire such shares pursuant to the performance stock option plan to be adopted by the Company’s Supervisory Board for the Netia Group.

and the currently binding provision of the § 5A, section 7 of the Statute:
„7. The conditional share capital referred to in § 5A, section 1(a) of the Statute is established in order to grant the right to subscribe for the series K shares to the employees, collaborators, members of the Company’s Management Board and its affiliates who become authorised to acquire such shares in accordance with the terms of the performance stock option plan which has been adopted by the Company’s Supervisory Board for the Company and the companies in the Company’s group.”

The currently binding provision of sections 8 and 9 added to § 5A of the Company’s statute:
„8. The conditional share capital referred to in § 5A, section 1(b) of the Statute is created for the purposes of granting the right to subscribe for the series L shares to the holders of the series 1 subscription warrants issued on the basis of the resolution No. 26 of the Ordinary General Meeting of the Company dated 26 May 2010.
9. The right to subscribe for the Series L shares may be exercised by no later than 26 May 2020.”

 

As a result of change of the Company’s Statute, the structure of Netia’s share capital was changed with regard to the designation of 5,115,579 series ‘K’ shares, which were designed now as series ‘B’ shares. Currently, the structure of Netia’s share capital is as follows: 1,000 ordinary registered series ‘A’ shares, 1,000 preferred registered series ‘A1’ shares and 389,336,353 ordinary bearer series ‘B’ shares – jointly 389,338,353 shares. Following the above change of the structure of the Company’s share capital, the total amount of votes from all issued shares remains unchanged and is 389,338,353 votes.