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14 May 2004

Netia SA convenes ordinary shareholders’ meeting


WARSAW, Poland – May 14, 2004 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, today announced that it will hold an ordinary shareholders’ meeting on June 15, 2004 (Tuesday) at 14.00 hours CET at its headquarters in Warsaw, 13 Poleczki St. (the “Meeting). Below Netia presents: (i) the proposed agenda for the Meeting, (ii) additional information on participating in the Meeting, and (iii) draft resolutions to be presented for the shareholders’ vote at the Meeting.

(i) 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 Netia Group’s activities for 2003, the stand-alone financial statements of the Company for 2003 and consolidated financial statements of the Netia Group for 2003 and the Supervisory Board’s report for 2003. 5. Adoption of resolutions concerning approval of the Management Board’s reports on Company’s and Netia Group’s activities for 2003, the stand-alone financial statements of the Company for 2003 and consolidated financial statements of the Netia Group for 2003. 6. Adoption of a resolution concerning the distribution of profit. 7. 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 2003. 8. Adoption of resolutions concerning remuneration of members of the Company’s Supervisory Board. 9. Closing the Meeting.

 (ii) Additional information on participating in the Meeting: 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 June 8, 2004, 17.00 hours CET, i.e., one week prior to the Meeting, they deliver to the Company depository certificates 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 June 8, 2004, 17.00 hours 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 available for inspection at the Company’s offices from June 9, 2004, i.e. three working days prior to the Meeting.

(iii) Draft resolutions to be presented for shareholders’ vote at the Meeting:

Resolution No. 1 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the approval of the Management Board’s reports on the Company’s and the Netia Group’s activities for 2003, the Company’s financial statements for 2003 and the Netia Group’s consolidated financial statements for 2003 Based on the reports and opinions of the auditor PricewaterhouseCoopers Sp. z o.o., the Company’s Ordinary General Shareholders’ Meeting hereby approves: 1. The Management Board’s reports on the activities of the Company and of the Netia Group for 2003. 2. The Company’s financial statements for 2003, which consist of: the introduction; the balance sheet with total assets of PLN 2,238,471 thousand (two billion, two hundred and thirty-eight million, four hundred and seventy-one thousand); the profit and loss account showing a net profit of PLN 42,519 thousand (forty two million, five hundred and nineteen thousand); statements of changes in the shareholders’ equity representing an increase of PLN 204,010 thousand (two hundred and four million, ten thousand); cash flow statements representing a net increase of cash and cash equivalents of PLN 6,578 thousand (six million, five hundred and seventy eight thousand); and supplementary information and disclosures. 3. The Netia Group’s consolidated financial statements for 2003, which consist of: the introduction; the consolidated balance sheet with total assets of PLN 2,265,795 thousand (two billion two hundred and sixty five million seven hundred ninety five thousand); the consolidated profit and loss account representing a net loss of PLN 699,331 thousand (six hundred and ninety nine million three hundred and thirty one thousand); statements of changes in consolidated shareholders’ equity representing a decrease of PLN 701,187 thousand (seven hundred and one million one hundred and eighty seven thousand); consolidated cash flow statements representing a net decrease of cash and cash equivalents of PLN 36,788 thousand (thirty six million seven hundred and eighty eight thousand); and supplementary information and disclosures.

Resolution No. 2 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the distribution of profits for 2003 The Ordinary General Shareholders’ Meeting hereby resolves that the net profit for 2003 of a total of PLN 42,519 thousand (forty two million five hundred and nineteen thousand) and undistributed profit from previous years of a total of PLN 161,047 thousand (one hundred and sixty one million forty seven thousand) will be transferred to the Company’s spare capital.

 Resolution No. 3 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning acknowledgment of the fulfilment of the Supervisory Board Chairman’s duties performed by Nicholas N. Cournoyer in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Nicholas N. Cournoyer’s fulfilment of his Supervisory Board Chairman duties performed during 2003.

 Resolution No. 4 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Jan Henrik Ahrnell in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Jan Henrik Ahrnell’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 5 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Jarosław Bauc in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Jarosław Bauc’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 6 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Morgan Ekberg in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Morgan Ekberg’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 7 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Charlotte Grette in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Charlotte Grette’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 8 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Jan Guz in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Jan Guz’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 9 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Roberto Italia in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Roberto Italia’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 10 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Przemysław Jaroński in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Przemysław Jaroński’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 11 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Richard James Moon in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Richard James Moon’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 12 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Donald Mucha in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Donald Mucha’s fulfilment of his Supervisory Board member duties performed during 2003.

 Resolution No. 13 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by David Oertle in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges David Oertle’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 14 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Andrzej Radzimiński in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Andrzej Radzimiński’s fulfilment of his Supervisory Board member duties performed during 2003.

 Resolution No. 15 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Ewa Maria Robertson in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Ewa Maria Robertson’s fulfilment of his Supervisory Board member duties performed during 2003.

 Resolution No. 16 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Hans Tuvehjelm in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Hans Tuvehjelm’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 17 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Supervisory Board member’s duties performed by Andrzej Michał Wierciński in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Andrzej Michał Wierciński’s fulfilment of his Supervisory Board member duties performed during 2003.

Resolution No. 18 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the President of the Management Board’s duties performed by Wojciech Madalski in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Wojciech Madalski’s fulfilment of the President of the Management Board duties performed during 2003.

Resolution No. 19 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Management Board member’s duties performed by Stefan Tore Albertsson in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Stefan Tore Albertsson's fulfilment of the Management Board member duties performed during 2003.

 Resolution No. 20 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Management Board member’s duties performed by Mariusz Chmielewski in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Mariusz Chmielewski's fulfilment of the Management Board member duties performed during 2003.

Resolution No. 21 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Management Board member’s duties performed by Ewa Don-Siemion in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Ewa Don-Siemion's fulfilment of the Management Board member duties performed during 2003.

Resolution No. 22 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Management Board member’s duties performed by Elizabeth McElroy in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Elizabeth McElroy's fulfilment of the Management Board member duties performed during 2003. R

esolution No. 23 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Management Board member’s duties performed by Avraham Hochman in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Avraham Hochman's fulfilment of the Management Board member duties performed during 2003.

Resolution No. 24 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Management Board member’s duties performed by Paul Kearney in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Paul Kearney's fulfilment of the Management Board member duties performed during 2003.

Resolution No. 25 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Management Board member’s duties performed by Zbigniew Łapiński in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Zbigniew Łapiński's fulfilment of the Management Board member duties performed during 2003.

 Resolution No. 26 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Management Board member’s duties performed by Mariusz Piwowarczyk in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Mariusz Piwowarczyk's fulfilment of the Management Board member duties performed during 2003.

 Resolution No. 27 of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004 concerning the acknowledgment of the fulfilment of the Management Board member’s duties performed by Dariusz Wojcieszek in 2003 The Ordinary General Shareholders’ Meeting hereby acknowledges Dariusz Wojcieszek's fulfilment of the Management Board member duties performed during 2003.

Some of the information contained in this news release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. For a more detailed description of these risks and factors, please see Netia's filings with the Securities and Exchange Commission, including its Annual Report on Form 20-F filed with the Commission on June 27, 2003, as well as Current Reports on Form 6-K it has furnished to the Commission since filing its Annual Report. Netia undertakes no obligation to publicly update or revise any forward-looking statements.