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14 November 2014
Issuance of Netia’s series L shares, increase in Netia’s share capital and acquisition of shares by the Company’s Management Board members and managers (81/2014)
WARSAW, Poland – November 14, 2014 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, announced that on November 14, 2014 it was notified about the settlement of a transaction by Krajowy Depozyt Papierów Wartościowych SA (National Depository of Securities) (“KDPW”), as a result of which the Company issued from its authorized capital on November 1 4, 2014, 177,620 ordinary bearer series L shares with a nominal value of PLN 1 each (“Series L Shares”), which give the right to 177,620 votes at Netia’s general meeting of shareholders.
The Series L Shares were issued due to the exercise of stock options by two commercial proxies, thirteen persons who hold managerial positions (but not management board members), five persons released from performing duties and two persons whose employment agreements were terminated before the exercise of stock options and who did not hold any position within the Company on that date. Until Series L Shares issuance, employment agreements of one person holding managerial position and four person released from performing duties were terminated. One of them became member of the Company’s Supervisory Board and three of the persons holding managerial positions were released from performing duties. As result, Series L Shares were subscribed by one member of the Supervisory Board, two commercial proxies, nine persons who hold managerial positions (but not management board members), four persons released from performing duties (who have no access to inside information related, wheather directly or indirectly, to the Company and are not authorised to make decisions concerning the Company's development and economic prospects) and six persons whose employment agreements were terminated before subscription.
These stock options were granted under the performance stock option plan adopted by Netia’s Supervisory Board on February 25, 2011, as amended. By resolution No. 941/14 of November 10, 2014, the Management Board of KDPW assigned the Series L Shares with the PLNETIA00014 code.
Netia’s issued and outstanding share capital, following this issuance is PLN 348,088,394 and represents 348,088,394 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 177,620 Series 1 subscription warrants, authorizing their holders to subscribe for the Series L Shares prior to the Company’s shareholders (“Series 1 Warrants”). In connection with the exercise of rights from the Series 1 Warrants, those warrants expired.
Pursuant to the above, on November 14, 2014 Netia received the following notifications regarding the subscription of newly issued Series L Shares of the Company for the issue price of PLN 1 per share, following the exercise of options granted pursuant to the Plan (see attachment 1).