Corporate Governance

The Management Board of Netia SA (the “Company”) informs, that the Company has received from shareholders representing more than 5% of the Company’s share capital the requests concerning change of the AGM agenda, based on article 401 par. 1 of the Commercial Companies Code, as follows:

1. The request delivered by Third Avenue International Value Fund concerns the addition to the agenda of the AGM the following matter, as point 10: „"Undertaking a resolution in the matter of amendments to the Remuneration By-laws of Supervisory Board Members."
The extension of the agenda was justified by shareholder as being in the best interests of the Company.

2. The request delivered by Pioneer funds, representing jointly more than 5% of the Company’s share capital, i.e. Pioneer FIO Subfundusz Pioneer Stabilnego Wzrostu, Pioneer FIO Subfundusz Pioneer Zrównoważony, Pioneer FIO Subfundusz Pioneer Małych i Średnich Spółek Rynku Polskiego, Pioneer FIO Subfundusz Pioneer Akcji Polskich, concerns the addition to the agenda of the AGM the following matter: "Undertaking a resolution in the matter of appointment of the member of the Supervisory Board”.
The extension of the agenda was justified by shareholder as activity being in the interests of the Company and in favour of proper Company’s operation.

Accordingly, the Company announces hereby the amended agenda:

1. Opening of the AGM.

2. Election of the chairman of the AGM.

3. Statement that the AGM was properly convened and that it may adopt resolutions.

4. Review of the Management Board’s report on the activities of the Company and the Netia Group for 2009, the stand-alone and consolidated financial statements of the Company for 2009 and the Supervisory Board’s report for 2009.

5. Adoption of resolutions concerning approval of the Management Board’s report on the activities of the Company and the Netia Group for 2009, the stand-alone financial statements of the Company for 2009 and consolidated financial statements of Netia Group for 2009.

6. Adoption of resolutions concerning the granting of approval of the performance of duties by individual members of the Management Board and the Company’s Supervisory Board in 2009.

7. Adoption of a resolution concerning the distribution of the Company’s profit for 2009.

8. Adoption of a resolution concerning the issuance of series 1 subscription warrants with the exclusion of pre-emptive rights and the conditional increase of the share capital of the Company with the exclusion of pre-emptive rights. The resolution has been included on the agenda upon the request of the Company’s Supervisory Board.

9. Adoption of a resolution concerning the issuance of series 2 – 10 subscription warrants with the exclusion of the pre-emptive rights and the conditional increase of the share capital of the Company with the exclusion of the pre-emptive rights and adoption of the stock option plan for the members of the Supervisory Board. The resolution referred to in this point of the agenda is adopted in the performance of resolution No. 27 of the Annual General Meeting of the Company dated 9 April 2009, which was adopted upon the request of the Company’s Shareholder, Third Avenue International Value Fund with its seat in Princeton, USA.

10. Undertaking a resolution in the matter of amendments to the Remuneration By-laws of Supervisory Board Members. The matter was placed on the agenda upon the request of Third Avenue International Value Fund.

11. Adoption of a resolution concerning amendments to the Company’s statute.

12. Undertaking a resolution in the matter of appointment of the member of the Supervisory Board. The matter was placed on the agenda upon the request of Pioneer funds: Pioneer FIO Subfundusz Pioneer Stabilnego Wzrostu, Pioneer FIO Subfundusz Pioneer Zrównoważony, Pioneer FIO Subfundusz Pioneer Małych i Średnich Spółek Rynku Polskiego, Pioneer FIO Subfundusz Pioneer Akcji Polskich.

13. Closing of the AGM.

Legal basis:
§38 section 1 subsection 4 of the Regulation of the Council of Ministers dated 19 February 2009 on current and periodical information disclosed by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259 with amendments).