Bulletin
Netia SA holds ordinary shareholders' meeting
WARSAW, Poland. – June 16, 2004 - Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, announced today that its ordinary shareholders' meeting held on June 15, 2004 adopted resolutions concerning: (i) the approval of the management board’s reports on Netia and the Netia group for 2003, the stand-alone financial statements of Netia and the consolidated financial statements of the Netia group for 2003; (ii) distribution of the Company’s profit for 2003; (iii) the acknowledgement and approval of the actions taken by members of the supervisory board and members of the management board in 2003, with the resolutions concerning two former members of Netia’s management board covering years 2002 and 2003; (iv) the amendments to the remuneration for members of the supervisory board and to the “Rules of Remunerating the Supervisory Board Members”.
The full text of the adopted resolutions follows:
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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement of the fulfilment of the Management Board member’s duties performed by Ewa Don-Siemion in years 2002 and 2003
The Ordinary General Shareholders’ Meeting hereby acknowledges Ewa Don-Siemion's fulfilment of the Management Board member duties performed during 2002 and 2003.
Resolution No. 22
of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004
concerning the acknowledgement 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.
Resolution No. 23
of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004
concerning the acknowledgement of the fulfilment of the Management Board member’s duties performed by Avraham Hochman in years 2002 and 2003
The Ordinary General Shareholders’ Meeting hereby acknowledges Avraham Hochman's fulfilment of the Management Board member duties performed during 2002 and 2003.
Resolution No. 24
of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004
concerning the acknowledgement 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 acknowledgement 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 acknowledgement 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 acknowledgement 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.
Resolution No. 28
of the Ordinary General Shareholders’ Meeting of Netia SA dated June 15, 2004
concerning remuneration of Company’s Supervisory Board members
1. Acting pursuant to Article 15, section 6 of the Statute, the General Meeting hereby adopts and approves the „Rules of Remunerating the Supervisory Board Members” as follows:
„Rules of Remunerating the Supervisory Board Members
§ 1
Each Supervisory Board Member is entitled to remuneration for exercising their duties.
§ 2
It is resolved that the Supervisory Board members shall receive remuneration as provided below:
1. Chairman of the Supervisory Board – monthly remuneration of EUR 2,000 or the Polish zlotys equivalent thereof calculated using the mid exchange rate of the National Bank of Poland as of the date of payment;
2. Supervisory Board member – monthly remuneration of EUR 1,500 or the Polish zlotys equivalent thereof calculated using the mid exchange rate of the National Bank of Poland as of the date of payment;
3. one Supervisory Board member designated by the Supervisory Board to coordinate the work of the Supervisory Board, to prepare its position and to deal with the daily contacts with other authorities of the company with regards to appointments, dismissals and remuneration of the Management Board – additional monthly remuneration of EUR 500 or the Polish zlotys equivalent thereof calculated using the mid exchange rate of the National Bank of Poland as of the date of payment;
4. one Supervisory Board member designated by the Supervisory Board to coordinate the work of the Supervisory Board, to prepare its position and to deal with the daily contacts with other company authorities with regards to issues related to the Company’s internal audit – additional monthly remuneration of EUR 500 or the Polish zloty equivalent thereof calculated using the mid exchange rate of the National Bank of Poland as of the date of payment.
§ 3
Any amendment of these rules shall require a resolution of the General Meeting.”
2. The General Meeting waives the “Rules of Remunerating the Supervisory Board Members” as defined in the Resolution of the Extraordinary General Meeting of March 11, 2004.
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.