Corporate Governance

WARSAW, Poland - March 29, 2006 - Netia SA ("Netia" or the "Company") (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, today announced that its Ordinary Shareholders' Meeting held on March 29, 2006 (the "AGM") adopted resolutions concerning, among others, the dividend payout of PLN 0.13 per share, changes within the composition of Netia's Supervisory Board and redemption of 28,162,110 treasury shares.

The AGM dismissed Hubert Janiszewski as Chairman and member of Netia's Supervisory Board and thanked him for his personal involvement and contribution towards the Company's development.

The AGM appointed Raimondo Eggink, Bruce McInroy, Constantine Gonticas and Pantelis Tzortzakis to Netia's Supervisory Board.

As a result of these changes Netia's Supervisory Board currently consists of the following 7 members: Raimondo Eggink, Constantine Gonticas, Bogusław Kasprzyk, Alicja Kornasiewicz, Bruce McInroy, Andrzej Radzimiński and Pantelis Tzortzakis.

The short CVs of newly elected Supervisory Board members are presented below:

Raimondo Eggink has been acting as an independent consultant and trainer for financial market players since 2002. He is a member of the Warsaw Stock Exchange's Supervisory Board and a member of the Supervisory Boards of Mostostal Płock SA, PKN Orlen SA and HOOP SA. He used to serve on the Supervisory Boards of Stomil Olsztyn SA, Wilbo SA, Swarzędz Meble SA and Perła-Browary Lubelskie SA.
Previously, Raimondo Eggink was a Management Board member, Investment Director, President of the Management Board, and, recently, a Liquidator at ABN AMRO Asset Management (Polska) SA, a company that managed the assets of Polish institutional investors and affluent individuals, which ceased operations in 2001. He started his career in 1995 in the Warsaw branch of ING Bank N.V., where he played a significant role in the establishment of Poland's first asset management fund.
During 1995-1997 Raimondo Eggink was Vice-President of the Brokers' and Advisors' Council. He graduated from the Jagiellonian University in Cracow with a degree in Theoretical Mathematics in 1994. He obtained an investment advisor's license in March 1995. In 2000, the Association for Investment Management and Research (currently: the CFA Institute) awarded him with the title of Chartered Financial Analyst (CFA) and, since 2004, Raimondo Eggink has served as a member of the Management Board of the CFA Society of Poland. He has published a number of articles on the development of the Polish capital market, in particular, on the protection of minority shareholders.
Raimondo Eggink is a Dutch citizen permanently domiciled in Poland. He does not conduct directly or through legal entities any activities that would compete with the activities of Netia. He is not a partner in civil law company or any partnership, nor a member of any authorities of any corporation or any other competitive legal entity. He has not been registered in the Non-Solvent Debtors Register kept pursuant to the National Court Register Act.

Bruce McInroy serves currently as a Partner of Novator LLP, the London based investment manager which specialises in telecoms, financial services and generic pharmaceuticals. Novator has a particular focus on Emerging Europe. Bruce McInroy is also a member of the Supervisory Board of P4, the fourth mobile operator in Poland; Director of Forthnet, the Greek alternative telecoms operator; Non-executive Director of QXL plc, the internet auction company, and of Be Unlimited, the high-speed UK broadband operator.
He started his professional career as an engineer with British Telecom, followed by equities research in London in UK and European electronics and telecoms sectors, followed by investment banking with Deutsche Bank and Merrill Lynch, specialising in the telecoms sector. Bruce McInroy graduated from Cambridge University, England, with MA, Honours, in Computer Science.
He does not conduct directly or through legal entities any activities that would compete with the activities of Netia. He is not a partner in civil law company or any partnership, nor a member of any authorities of any corporation or any other competitive legal entity. He has not been registered in the Non-Solvent Debtors Register kept pursuant to the National Court Register Act.

Constantine Gonticas holds the position of Managing Partner of Novator Partners LLP. He serves also as Deputy Chairman of Forthnet SA (Greece), Board Member of Be Unlimited (UK) and Millwall Holdings Plc (UK) and Supervisory Board Member of P4 Sp. z o.o. (Poland) and Ceske Radiokomunikace (Czech Republic). During 1988-2000 he was employed at Credit Suisse First Boston, London. Between 2000 and 2004 he worked for Merrill Lynch, London. Since 2004 he has been employed at Novator Partners LLP, London. Constantine Gonticas graduated in Law from Oxford University in 1988.
He does not conduct directly or through legal entities any activities that would compete with the activities of Netia. He is not a partner in civil law company or any partnership, nor a member of any authorities of any corporation or any other competitive legal entity. He has not been registered in the Non-Solvent Debtors Register kept pursuant to the National Court Register Act.

Pantelis Tzortzakis serves as CEO of FORTHnet S.A., one of the leading telecom companies in Greece. He is the founder of the company, starting from FORTH IT Institute in 1987, where he undertook to transform FORTHnet from a research activity to a company, attracting investment capital from the private sector.
In parallel he was working for the Computer Science department of the University of Crete.
From 1987 to 1995, he was an active member of the "EBONE", "RIPE" and "EARN/BITNET" International Network Committees.
He was also employed as Assistant IT Professor at Heraklion TEI - Technological & Profession Institute (1988 - 1994).
He has been the company's Managing Director since its establishment. He is also member of the Board of Directors of MINOAN LINES and I.N.A. S.A.
Pantelis Tzortzakis has been Vice-Chairman of the Board of Directors of SEPE (Federation of Hellenic Information Technology Communications Enterprises) since 2003, responsible for Telecommunications and Internet, and currently represents SEPE as a member of the Board of Directors of KETEP (Centre for Communication and Information Technology applications).
He studied Business Administration at the University of Piraeus and Computer Science at a post-graduate level at Brooklyn College, The City University of New York (CUNY).
He does not conduct directly or through legal entities any activities that would compete with the activities of Netia. He is not a partner in civil law company or any partnership, nor a member of any authorities of any corporation or any other competitive legal entity. He has not been registered in the Non-Solvent Debtors Register kept pursuant to the National Court Register Act.

The full text of adopted resolutions follows. One of the minority shareholders formally objected to the resolutions No. 20 and No. 21.

In addition, Netia announces, in connection with the adopted resolution on the dividend payment, that subscriptions for Netia's series J shares authorized from the three-year subscription warrants will not be accepted during seven consecutive days from April 13, 2006 to April 20, 2006 (inclusive), i.e., in accordance with par. 24.3.2 chapter III of the Polish prospectus of Netia's notes and shares dated April 17, 2002.