Corporate Governance

WARSAW, Poland - February 15, 2006 - Netia SA (“Netia” or the “Company”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, announced that its Management Board today resolved to convene an Ordinary General Meeting of the Shareholders of the Company for March 29, 2006 (Wednesday) at 14.00 hours CET at the Company‘s headquarters in Warsaw at Poleczki 13 St. (the “Meeting”).

For this reason the Company hereby presents: 

I. The 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 report on Company‘s activities for 2005, the stand-alone and consolidated financial statements of the Company for 2005 and the Supervisory Board‘s report for 2005.
5. Adoption of resolutions concerning approval of the Management Board‘s report on Company‘s activities for 2005, the stand-alone and consolidated financial statements of the Company for 2005.
6. 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 2005.
7. Adoption of a resolution concerning the allocation of the Company‘s profit for 2005.
8. Adoption of a resolution concerning redemption of 27.693.462 Company‘s own shares, acquired by the Company.
9. Adoption of a resolution concerning redemption of 176.881 Company‘s own series C shares and 291.767 Company‘s own series E shares, acquired by the Company.
10. Adoption of a resolution concerning decreasing Company‘s share capital by the amount of 28.162.110 PLN with respect to redemption of 28.162.110 Company‘s shares.
11. Adoption of a resolution concerning establishment of the reserve capital which the amount of 28.162.110 PLN received from the decrease of the share capital shall be transferred to.
12. Adoption of a resolution concerning amendment of the § 5 of the Company‘s Statute.
13.  Adoption of a resolution concerning amendment of the § 5 B point 6 of the Company‘s Statute.
14. Adoption of a resolution concerning granting authorization to the Supervisory Board to adopt the unified text of the Company‘s Statute.
15. Adoption of a resolution concerning changes in the composition of the  Supervisory Board. This issue has been included in the agenda upon  the request of the Company‘s Shareholder, Novator Telecom Poland II S.a.r.l. with its seat in Luxemburg.
16. Discussion on adoption by the Company of the “Corporate Best Practices in Public Companies 2005” as applicable to the Shareholders‘ Meetings and adoption of the appropriate resolution. This issue has been included in the agenda upon the request of the Company‘s Supervisory Board.
17. Closing the Meeting. 

II. Additional information regarding registration of the Shareholders participating in the Meeting on March 29, 2006:

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 March 22, 2006, 17.00 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  March 22, 2006 , 17.00 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 displayed at the Company‘s offices from March 24, 2006, i.e. three working days prior to the Meeting.

III. In connection with the proposed changes to the § 5 of the Company‘s Statute, the Company‘s Management Board presents the current provision of the § 5:

“The Company‘s share capital consists of the series A, A1, B, C, C1, D, E, F, G, H and I shares, and J and K shares issued within the range of conditional capital, of a nominal value of 1 PLN (in words: one) each.

Series A to I shares constitute the share capital amounting to 349.920.822 (in words: three hundred forty nine million nine hundred twenty thousand eight hundred twenty two) PLN, divided as follows:

a)                  5.000 ordinary registered series A shares;

b)                  1.000 preferred registered series A1 shares;

c)                  3.727.340 ordinary registered series B shares;

d)                  17.256.855 ordinary bearer series C shares;

e)                  3.977 ordinary bearer series C1 shares;

f)                   5.500.000 ordinary bearer series D shares;

g)                  425.000 ordinary bearer series E shares;

h)                  2.250.000 ordinary bearer series F shares;

i)                    2.250.000 ordinary bearer series G shares;

j)                   312.626.040 ordinary bearer series H shares;

k)                  5.875.610 ordinary bearer series I shares.”

and the proposed provision of the § 5:

“The Company‘s share capital consists of the series A, A1, B, C, C1, D, E, F, G, H and I shares, and J and K shares issued within the range of conditional capital, of a nominal value of 1 PLN (in words: one) each.

Series A to I shares constitute the share capital amounting to 321.758.712 (in words: three hundred twenty one million seven fifty eight thousand seven hundred eleven) PLN, divided as follows:

a)      5.000 ordinary bearer series A shares;

b)      1.000 preferred registered series A1 shares;

c)       3.727.340 ordinary bearer series B shares;

d)      17.079.974 ordinary bearer series C shares;

e)      3.977 ordinary bearer series C1 shares;

f)        5.500.000 ordinary bearer series D shares;

g)      133.233 ordinary bearer series E shares;

h)      2.250.000 ordinary bearer series F shares;

i)        2.250.000 ordinary bearer series G shares;

j)        284.932.578 ordinary bearer series H shares;

k)      5.875.610 ordinary bearer series I shares.”.

In connection with the proposed changes to the § 5 B point 6 of the Company‘s Statute, the Company‘s Management Board presents the current provision of the § 5 B point 6:

“The priority right to acquire series "K" shares (warrant) may be executed not later than on December 31, 2007, unless, subject to the Supervisory Board‘s approval, the Management Board will shorten the period for the execution of the priority right to acquire series "K" shares (warrant) pursuant to a performance stock option plan to be adopted by the Company‘s Supervisory Board for the Netia Group.”