Corporate Governance

WARSAW, Poland – June 28, 2013 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that its annual shareholders’ meeting held on June 28, 2013 (the “AGM”) adopted resolutions concerning, among others, the approval of 2012 financial statements, redemption of the treasury shares following the completion of the share buy-back program, determination of the number of the Supervisory Board members at nine persons and appointment of Mr. Jerome de Vitry (for the next term of office ) and Mr. Jacek Czernuszenko (for the first term of office ) to Netia’s Supervisory Board.

The full text of the resolutions adopted at the AGM and the voting results regarding each resolution are presented in the attachment 1.

The professional CVs of the Supervisory Board members appointed by the AGM are presented below.

Jerome de Vitry was appointed for the first time as Netia’s supervisory board member on May 7, 2008. He worked in various companies of Completel Europe NV in the period 1999 – 2007 on positions of President - Completel SAS (1999-2001), COO – Completel Europe NV (2001-2002), President and CET - Completel Europe NV (2002-2007). He successfully managed the above companies and was responsible, among other things, for the financial and operational restructuring, development and implementation of a new strategy, increasing commercial presence of the company’s products and services. He established Completel as the largest operator specialized on the business sector, and as the third largest business operator in France, after France Telecom and Neuf-Cegetel. Prior to his engagement in Completel he worked for Alcatel NV from 1990 to 1998 holding senior management positions. In 1985 – 1990 Mr. de Vitry worked for the Boston Consulting Group in Paris.
Mr. de Vitry graduated from Ecole Nationale des Ponts et Chaussées in France, were he was awarded an engineer degree in 1984. Then, in 1985, he received an MBA title from INSEAD, France.

Mr. de Vitry does not conduct directly or through legal entities any activities that would compete with the activities of Netia or its subsidiaries. He is not a partner in civil law company or any partnership, nor a member of any authorities of any corporation or any other competitive legal entity. He has not been registered in the Non-Solvent Debtors Register kept pursuant to the National Court Register Act.

Mr. de Vitry meets the criteria of an independent member in accordance with the corporate governance rules adopted by the Warsaw Stock Exchange and Netia’s statute.

Jacek Czernuszenko is an experienced manager in the field of telecommunications sector, specialising in business transformation and technology. During 2006-2008 he co-created and then managed the IT systems in P4 Sp. z o.o., an operator of the Play mobile network in Poland. He also managed in P4 the technology works on launching mobile services for Netia SA. During 2009-2011 he managed the change projects in P4 aimed at improving financial results of the P4 group, including the merger of Germanos Sp. z o.o. and P4 Sp. z o.o. companies.
Previously, he worked at Polska Telefonia Cyfrowa Sp. z o.o., an operator of the Era mobile network in Poland (currently T-Mobile), where he was responsible for development of sales and customer care systems (CMR). He also worked as a manager for AT Kearney consulting firm on a number of projects from the technology, transportation and banking sectors in Poland, Germany and Great Britain. During 1997-2000 he implemented the SAP (ERP) system in Polska Telefonia Cyfrowa Sp. z o.o. in the areas of finance, logistics and human resources.
During 1994-1997 he worked in Arthur Andersen Audit and Business Consulting, where he audited financial statements and consulted on strategy of companies and financial systems in banks, power plants and FMCG companies.

Mr. Czernuszenko graduated in Mathematics from University of Mississippi and Warsaw University. He also holds an MBA from Manchester Business School and University of Wales.

Jacek Czernuszenko serves as member of the management board in EU Sp. z o.o. (REISS Group), a company specialising in consultancy on business transformation and technology development in Europe. He also manages, as management board member of its general partner, COTIS EU Sp. z o.o. S.K.A., a company specialising in technology solutions for medical informatics (eHealth). Mr. Czernuszenko conducts business activity in the area of programs and projects realisation. He is also a member of supervisory board of Accessible Rehabilitation Foundation (Fundacja Rehabilitacji Dostępnej) TRANGO.

Mr. Czernuszenko does not conduct directly or through legal entities any activities that would compete with
the activities of Netia or its subsidiaries. He is not a partner in civil law company or any partnership,
nor member of any authorities of any corporation or any other competitive legal entity. He has not
been registered in the Non-Solvent Debtors Register kept pursuant to the National Court Register Act.

Mr. Czernuszenko meets the criteria of an independent member in accordance with the European Commission and the corporate governance rules adopted by the Warsaw Stock.