Corporate Governance

I.    The Management Board of Netia SA hereby presents the draft resolutions to be presented for the shareholders‘ vote at the Extraordinary General Meeting of Shareholders to be held on June 8, 2006 (the “Meeting”).

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 XX 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.

II.  The Extraordinary Shareholders Meeting convened for June 8, 2006 (see Netia's press release dated 8 May 2006) will be webcasted. Access to the transmission will be possible via Netia's web site (www.netia.pl), where there will be a special link (also in "Investors" section) on the day of the meeting.

In order to access the transmission, the following technical requirements should be met:

-         Computer with Windows Media Player ver.9 software or higher version

-         Internet connection with the required bandwidth minimum 256 kbps