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Netia convenes extraordinary general meeting of shareholders for June 8, 2006

WARSAW, Poland - May 8, 2006 - Netia SA (“Netia” or the “Company”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, announced that it will hold an extraordinary general meeting of shareholders on June 8, 2006 (Thursday) 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. Presentation of the key elements of the plan of merging the Company with its wholly-owned subsidiaries.
  5. Adoption of resolutions concerning the Company‘s merger (merger by acquisition) with its following wholly-owned subsidiaries: Regionalne Sieci Telekomunikacyjne El-Net SA, Netia WiMax SA and Polbox Sp. z o.o.
  6. Adoption of a resolution concerning amendment of the § 13 point 1 of the Company‘s Statute.
  7. Closing the Meeting.
II. Additional information regarding registration of the Shareholders participating in the Meeting on June 8, 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 June 1, 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 S.A.)
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  June 1, 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 June 5, 2006, i.e. three working days prior to the Meeting.
 
III. In connection with the proposed changes to the § 13 point 1 of the Company‘s Statute, the Company‘s Management Board presents the current provision of the § 13 point 1:
 
“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 real estate or share in real estate, without limitations upon the value of such transaction.”
 
and the proposed provision of the § 13 point 1:
 
“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.”