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Netia announces resolutions adopted by its shareholders' meeting on June 8, 2006

WARSAW, Poland - June 8, 2006 - Netia SA ("Netia" or the "Company") (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, today announced that its Extraordinary Shareholders' Meeting held on June 8, 2006 adopted the following resolutions:

 

Resolution No. 1
of the Extraordinary General Shareholders‘ Meeting
of Netia SA
dated June 8, 2006


on merger

 

1.       The Extraordinary General Shareholders‘ Meeting of Netia SA (hereinafter „Netia”) hereby resolves to merge Netia with its wholly owned subsidiaries (hereinafter the „Companies”) as listed below, all of which are entered into the register of entrepreneurs kept by the District Court for the Capital City of Warsaw, Commercial Court XIII Division of the National Court Register under the following numbers:

(i) Regionalne Sieci Telekomunikacyjne El-Net SA - KRS 0000095991,

(ii) Netia WiMax SA - KRS 0000134258,

(iii) Polbox Sp. z o.o. - KRS 0000019310,

 

2.       The merger shall be done in the manner as provided in Article 492, §1, subsection 1) of the Commercial Companies Code through transfer of all the Companies‘ assets to Netia (merger by acquisition) without any increase of Netia‘s share capital, in accordance with Article 515, §1 of the Commercial Companies Code and without amending Netia‘s Statute.

 

3.       The Company‘s Extraordinary General Shareholders‘ Meeting hereby approves the Terms of Merger attached herewith.

 

Terms of Merger

 

1.       The merger applies to the publicly listed company Netia Spółka Akcyjna with its registered seat in Warsaw (hereinafter “Netia”) (the acquiring company) and its single shareholder companies (the acquired companies) with their seats in Warsaw, operating under the following names:

            (i) Regionalne Sieci Telekomunikacyjne El-Net SA,

            (ii) Netia WiMax SA,

(iii) Polbox Sp. z o.o.

 

            hereinafter jointly referred to as the “Companies”.

 

2.       The merger shall be carried out pursuant to Article 492, §1, subsection 1 of the Commercial Companies Code (hereinafter the “CCC”) in relation to Article 515, §1 of the CCC through the transfer of the Companies‘ assets to Netia without any increase in Netia‘s share capital, without any share exchanges and without amending Netia‘s Statute.

 

3.       As the merger shall not involve an exchange of the Companies‘ shares into Netia‘s shares, the information required under Article 499, §1, subsections 2 - 4 of the CCC has been omitted as unnecessary.

 

4.       The merger shall not result in any of the rights referred to in Article 499 §1 subsection 5 of the CCC being granted, nor any special benefits as referred to in Article 499 §1 subsection 6 of the CCC.

 

 

Resolution No. 2

of the Extraordinary General Shareholders‘ Meeting

of Netia  S.A.

dated June 8, 2006

 

concerning amending §13.1  of  the Company's Statute

 

 

The Extraordinary General Shareholders‘ Meeting of the Company hereby revokes §13.1 of the Company Statute and adopts a new §13.1 worded as follows:

 

Resolutions of the General Shareholders‘ Meeting shall be required in matters provided for in the Commercial Companies Code, and in particular regarding decisions on the division and distribution of profit. No approval of the General Shareholders‘ Meeting is required for the purchase or sale of the right of real estate ownership, the right of perpetual usufruct or share in such rights, without limitations upon the value of such transaction.