Bulletin

As Netia decided to withhold from providing an English version of its website, these of the company Followers who would be interested in subscribing Netia reports in Polish are kindly requested to register in the box below

Subscribe

Netia convenes ordinary shareholders‘ meeting

WARSAW, Poland - February 7, 2005 - 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 17, 2005 (Thursday) at 13.00 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 reports on Company‘s and Netia Group‘s activities for 2004, the stand-alone financial statements of the Company for 2004 and consolidated financial statements of the Netia Group for 2004 and the Supervisory Board‘s report for 2004.
  5. Adoption of resolutions concerning approval of the Management Board‘s reports on Company‘s and Netia Group‘s activities for 2004, the stand-alone financial statements of the Company for 2004 and consolidated financial statements of the Netia Group for 2004.
  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 2004.
  7. Adoption of resolutions concerning continuation of the merger process of the Company and Regionalne Sieci Telekomunikacyjne El-Net SA with its registered seat in Warsaw, Netia Świat S.A with its registered seat in Warsaw, Polbox sp.z  o.o. with its registered seat in Warsaw.
  8. Adoption of resolutions concerning preparing of the Company‘s financial statements according to International Accounting Standards, International Standards of Financial Reporting and interpretations connected with the above announced in a form of European Commission regulations (“IAS”).
  9. Adoption of resolutions concerning amendment to the Company‘s Statute.
  10. Adoption of resolutions concerning granting authorization to the Supervisory Board to adopt the unified text of the Company‘s Statute.
  11. Adoption of resolutions concerning the allocation of the Company‘s profit for 2004 and the allocation of the Company‘s spare capital.
  12. Adoption of resolutions concerning approval of the program of Company‘s shares buy-back and redemption and subscription warrants buy-back as well as concerning determination of the conditions and mode of their buyback and redemption.
  13. Closing the Meeting.

 

 

II. Additional information regarding registration of the Shareholders participating in the Meeting on March 17, 2005:

 

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 10, 2005, 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 10 March, 2005 , 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 14, 2005, i.e. three working days prior to the Meeting.

 

 

III. In connection with the proposed changes to the Company‘s Statute, the Company‘s Management Board presents the proposed amendments:

 

Proposed wording of the § 5 C of the Company Statute:

 

"§ 5 C   

 

  1. Shares of the Company  may be redeemed based on a resolution of the General Shareholders‘ Meeting.
  2. The Company may redeem its shares only upon the consent of the shareholder (voluntary redemption).
  3. The General Shareholders‘ Meeting may authorise the Management Board to purchase the Company‘s shares from the shareholders for the sake of their future redemption."  

  

IV. Furthermore the Company‘s Management Board hereby informs that the meeting of the Company‘s Supervisory Board will be held on March 1, 2005 with the agenda including, among others, the following issues: (a) opinion on the report on the Management Board‘s activities for 2004, (b) opinion on  the Company‘s financial statements for 2004, (c) the Supervisory Board‘s opinion on the draft resolutions of the Ordinary General Shareholders‘ Meeting convened for March 17, 2005, (d) opinion on the Management Board‘s proposal as to the distribution of profit for 2004, (e) opinion on the Management Board‘s proposal concerning the adoption of the Company‘s shares buy-back and redemption and warrants buy-back program. The Supervisory Board‘s report, the draft resolutions of the Ordinary General Shareholders‘ Meeting and the Management Board‘s proposals, including, among others, a detailed recommendation regarding dividend payment and the planned program of the Company‘s shares and warrants buy-back by the Company, will be made available in the terms required by the law.