Corporate Governance

Netia’s management board published below the professional CVs of candidates to Netia’s supervisory board that were received by the Company:

George Karaplis is an experienced telecommunications industry executive with background both in incumbent telecom operators and alternative providers. Most recently, he was the Chief Financial Officer of Lannet Telecommunications (2005-2008) where he drove cost reduction programs, equity fundraising, and broadband strategy. From 2002 to 2005, he was Senior Advisor at Tyle Ltd Investments, an independent advisory company for foreign investors in the telecom industry in South Eastern Europe, where he advised clients on a number of high profile acquisitions.

From 2000 to 2002, Mr. Karaplis was the Managing Director of Equant S.A. (Athens), leading France Telecom’s Global One subsidiary in Greece, where he doubled revenues in two years and ranked first in profitability worldwide.

Prior to that, Mr. Karaplis was CFO and General Manager of International Investments at Hellenic Telecom (1998-2000), where he led the listing of the company on the NYSE, raised funds both from equity and fixed income markets, and led the turnaround plan for the international operations (in Romania, Bulgaria, and Armenia).

Before entering the telecom industry, Mr. Karaplis held a number of management positions in Europe and Canada, including General Manager for South Eastern Europe for Lyonnaise des Eaux (1994-1998), Consultant at KPMG (1992-1994), VP at Wellington Insurance (1989-1991), and Director of Marketing and Planning at Domtar (1984-1989).

Mr. Karaplis graduated from McGill University in Montreal with a degree in Mechanical Engineering and MBA in Marketing and Finance. He has dual Greek and Canadian citizenship and he is fluent in English, French and Greek.

Stan Abbeloos has rich experience in the telecom industry, particularly in the business of alternative broadband carriers in Eastern Europe. Most recently (2006-2008) he was CEO of Farlep Invest, a holding company for a number of telecom businesses in Ukraine, where he restructured and integrated more than 40 legal entities, increased efficiency and margins of the underlying businesses, and engaged in M&A.

From 1996 to 2004, Mr. Abbeloos held a number of positions at Golden Telecom (leading Russian alternative operator), including Commercial Director, COO, and Member of the Board. During his tenure, Golden Telecom grew its revenues more than 3x and reached 33% EBITDA margins. During the same period, Golden Telecom completed a successful public offering on NASDAQ and thus became the first Russian company with a full listing on an American stock exchange.

Prior to Golden Telecom, Mr. Abbeloos was General Managing Director and Member of the Board of LenBell Telephone a.o., a telecom product joint venture owned by Alcatel Bell with Russian partners (1991-1996). He was also General Managing Director and Member of the Board of Shanghai Bell Telephone Manufacturing Co. Ltd. (1988-1991) and held the same positions at Shanghai Belling Microelectronics Manufacturing Co. Ltd. from 1986 to 1988.

Mr. Abbeloos graduated from Université Catholique de Louvain with a Master’s Degree in Engineering, specialized in microelectronics and telecommunications.

Mr. Abbeloos is member of the board of Enforta BV, a broadband and WiMAX service provider in Moscow and 60 other Russian cities.

Mr. Abbeloos has Belgian nationality and is fluent in three languages (English, French, and Flemish) and also has knowledge of German and Russian.

Ben Duster, an executive Managing Director at Watermark Advisors LLC, is an experienced strategic advisory, restructuring and investment banking professional specializing in leading companies through complex balance sheet restructurings, and the sensitive transition period post-recapitalization where leadership in vetting, defining and executing the optimal strategic direction is critical to realizing a Company’s value potential. Prior to joining Watermark, Mr. Duster was a partner at Masson & Company, where he was responsible for leading restructuring engagements, including the restructuring and recapitalization of Airgate PCS, the Atlanta based Sprint PCS wireless affiliate.

Since December, 2004, Mr. Duster has served as Chairman of the Audit Committee of RCN Corporation (NASDAQ: RCNI) a Virginia based fiber rich provider of video, high-speed data, and voice services to residential and small business customers as well as commercial services comprising metro and intercity SONET and Ethernet-based transport services, co-location services, and high speed Internet access services, along with commercial transport products and services to large enterprise and carrier customers. He also serves as Chairman of the Compensation Committee of Catalyst Paper (TSX: CTLUF), a British Columbia based provider of ground wood papers and pulp. From 2002 to 2007 he served as Chairman of the Board of Algoma Steel, a TSX listed integrated steel producer, which was sold to Essar in June of 2007.

Mr. Duster was a Managing Director at Wachovia Securities from 1997 through 2001. While at Wachovia, Mr. Duster headed the Mergers & Acquisitions advisory business.

From 1980 through 1997, Mr. Duster was at Salomon Brothers Inc. During his tenure there, Mr. Duster was an Associate in Salomon’s proprietary Venture Capital Group and, later, a Vice President in the Mergers & Acquisitions Group.

Mr. Duster received his B.A. from Yale University and his J.D. and M.B.A. degrees from Harvard Law School and Harvard Business School, respectively.

Nicolas Maguin is today the General Manager of the Louis Dreyfus Commodities group in Russia. Over the years, he developed an extensive experience in the fields of restructuring, business development and P&L optimization on fast growing markets. He led major market developments and product innovations in one of the fastest growing French telecom companies, which became in less than 10 years the incumbent operator’s main rival.

In January 2000, Mr. Maguin joined Louis Dreyfus Communication (LDCOM) later renamed Neuf Cegetel. During his 9 years at Neuf Cegetel, he moved from the position of Director of Business Development to the position of Executive Vice President of Mass Market Division, and executive committee member of the group.

During his last assignment, he had full P&L responsibilities over a €1,438m turnover division that he grew by 68% from €872m between 2006 and 2007. He launched major initiatives to reduce churn, grow ARPU, and complete the technical and brand integration of Cegetel, AOL and Club Internet (the company developed through a string of acquisitions). These initiatives led to a 33% profitability improvement and a customer base’s growth from 2.2m in 2006 to 3.2m in 2007.

Before leading the Mass Market division, he had comparable leadership position in the Enterprises/Corporate markets where he covered the technical and administrative Customer Care, the Network Operations, and the Credit Management (billing and debt collection).

In 2008, the 2nd French mobile operator (SFR) launched a public offering to buy 100% of Neuf Cegetel. Mr. Maguin was instrumental in the accelerated merger and the broadband/mobile convergence between the two companies. He finally decided, alongside other key members of the Neuf Cegetel executive committee, to return to Louis Dreyfus Corp.

From 1989 through 1999, Mr. Maguin worked at CLECIM, one of the world’s leading engineering and plant-building companies for the iron and steel industry, today called Siemens VAI. Under his tenure, Mr. Maguin managed project teams, and worked on international projects and business development opportunities, with postings in the USA and Ukraine.

Mr. Maguin received his MSc. from Ecole Nationale Supérieure de Techniques Avancées ENSTA (Paris), and holds an M.B.A. degree from London Business School.

Ewa Pawluczuk (nominated by a shareholder as a candidate for an independent supervisory board member), deputy Director of Finance Department in the Polish Air Navigation Services Agency (PANSA) responsible, among others, for the preparation of the Company’s budget, she is an experienced finance specialist of sound knowledge and broad expertise.

Prior to her engagement in the PANSA Ms. Ewa Pawluczuk worked as Finance Director at Probike S.A. – exclusive importer in Poland of Kawasaki and Ducati motorbikes, conducting wholesale activities through a network of independent dealers and retail sales in its own sale points. Additionally, she was involved in the implementation of an integrated management system for the Company.

In 2002-2007 Ms. Pawluczuk worked as Director of Finance and Administration Division at TP Invest Sp. z o.o., member of Telekomunikacja Polska Group, dealing with restructuring processes in the TP Group. Additionally, she participated in works of supervisory boards of the following TP Group companies: TelArp Sp. z o.o., Postinfo Sp. z o.o. and Netbud Sp. z o.o.

The professional experience of Ms. Ewa Pawluczuk covers the work in departments of investment banking at Bank of America (Polska) S.A. (2002-2000) and Bank Amerykański w Polsce S.A. (1998-2000) where she prepared, among others, financial analyses, valuation of companies, led companies disposal projects and prepared funds raising projects.

In 1994 – 1998 Ms. Ewa Pawluczuk worked at the Brokerage House of Bank Gdański and Brokerage House of BIG-BG Sp. z o.o.

Ms. Pawluczuk graduated from the Finance and Statistics Department of the Warsaw School of Economics. In 1994 she obtained a broker’s license and since 2008 she is ACCA affiliate.

Piotr Żochowski

Professional profile
Experienced, finance manager. Very good knowledge on corporate finance management, cost and risk mitigation. Highly skilled in financial and business modeling. Experienced in cooperation with external institutions and foreign owners making effective contribution to company profitability. Considered as an efficient, valuable, motivating team leader.

Professional experience

Pioneer Pekao Investment Management Financial Group

Vice President, Chief Financial Officer, 2000 - until now
He was responsible for construction of Pioneer Pekao Investment Management Group when it started its operation in 2000. The most important part of this project was merger of Pioneer Investment Fund Company and Pekao Alliance Investment Fund Company. He has constructed and implemented financial reporting for local Supervisory Board. Profitability analysis, with special approach to investment funds specificity representing main part of it.
He was responsible for a number of financial projects of which the most important are:
• Implementation of PeopleSoft reporting for PGAM (Pioneer Global Asset Management) purposes,
• Implementation of IFRS in Pioneer Pekao Group,
• Introduction of Consolidation reporting for UCI/ECB purposes.
As a Vice President of Pioneer Pekao Investment Fund Company he is responsible for daily operations of the Company.

Regional Business Development 2007 - until now
In a new CEE division he is responsible for business development. There were two start up projects. Both in research phase: Serbia and Ukraine.

Regional PGAM CFO 2002-2007
He was a regional CFO in PGAM CEE division. His main responsibilities were:
• Construction of Regional Budget,
• Current managerial reporting,
• Financial and business analysis support of PGAM Central European projects, of which the most important was setting up operations in Russia.

Arthur Andersen Audit Sp. z o.o.
Senior Auditor 1996-1999
• He was co-organising and participating in team works for standard audits and reviews of financial statements. Companies from many industries were financed by Polish or foreign capital and several of them were listed on Warsaw Stock Exchange.
• He took part in a few due diligence type reviews.

Trainings
ACCA - In 2004 after passing all necessary exams he received a certificate and become Member of ACCA.
CFA - He passed CFA Level I and Level II exams and is a CFA Level III candidate.

Education
Business School of Warsaw University of Technology in cooperation with London Business School, HEC School of Management Paris and NHH Bergen. 1995-1996. Title: MBA London Business School.
Warsaw University of Technology, Department of Microelectronics, 1990–1995. Title: M.Sc. Electronic Engineer.

Languages
English – advanced. Russian – good.