Corporate Governance

The Management Board of Netia S.A. (the “Company”) informs that the Company has received from FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with the seat in Warsaw, a shareholder representing more than 5% of the Company’s share capital, a request regarding a change of the agenda of the Annual General Meeting of the Company, based on Article 401 par. 1 of the Commercial Companies Code. The request concerns the addition to the agenda of the Annual General Meeting of the Company of the following additional matters:
“1.Adoption of a resolution regarding the change of the number of members of the Company’s Supervisory Board.
2.Adoption of a resolution regarding changes in the composition of the Supervisory Board.
3.Adoption of a resolution regarding changing the rules of remunerating the Supervisory Board.”

Draft resolutions proposed by the Shareholder along with the justification are attached in an annex. Accordingly, the Company hereby announces 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 2013, the stand-alone and consolidated financial statements of the Company for 2013 and the Supervisory Board’s report for 2013.
5. Adoption of resolutions concerning approval of the Management Board’s report on the activities of the Company and the Netia Group for 2013, the stand-alone financial statements of the Company for 2013 and consolidated financial statements of Netia Group for 2013.
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 2013.
7. Adoption of resolutions concerning the allocation of the Company’s profit for 2013 and the supplementary capital.
8. Presentation of the key elements of the plan of merging the Company with its wholly-owned subsidiaries Net 2 Net sp. z o.o., Centrina sp. z o.o., Dianthus sp. z o.o. and Internetia Holdings sp. z o.o.
9. Adoption of a resolution concerning the Company’s merger with its wholly-owned subsidiaries Net 2 Net sp. z o.o., Centrina sp. z o.o., Dianthus sp. z o.o. and Internetia Holdings sp. z o.o.
10. Adoption of a resolution concerning amendments to the par.5 and par.5A of the Company’s statute.
11. Adoption of a resolution concerning amendments to the par. 18 of the Company’s statute.
12. Adoption of a resolution regarding the adoption of the amended and restated version of the Company's Statute.
13. Adoption of a resolution concerning the terms of the Company’s share buy-back program to be initiated for the purposes of the redemption of the shares.
14. Adoption of a resolution regarding the change of the number of members of the Company’s Supervisory Board. This issue has been added to the agenda as per request of the shareholder FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with the seat in Warsaw.
15. Adoption of a resolution regarding changes in the composition of the Supervisory Board. This issue has been added to the agenda as per request of the shareholder FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with the seat in Warsaw.
16. Adoption of a resolution regarding changing the rules of remunerating the Supervisory Board. This issue has been added to the agenda as per request of the shareholder FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with the seat in Warsaw.
17. Adoption of a resolution concerning the change to the composition of the Supervisory Board. This issue has been included in the agenda in connection with the expiration of the term of office of some Supervisory Board members.
18. 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).