Netia SA convenes extraordinary shareholders’ meeting to approve its internal consolidation
WARSAW, Poland – September 9, 2004 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, today announced that it will hold an extraordinary general meeting of shareholders on October 5, 2004 (Tuesday) at 15.00 hours CET at its headquarters in Warsaw, 13 Poleczki St. (the “Meeting). Below Netia presents: (i) the proposed agenda for the Meeting, (ii) additional information on participating in the Meeting, and (iii) draft resolution to be presented for the shareholders’ vote at the Meeting. The below resolution is being proposed in connection with the ongoing process of internal consolidation of the Netia group companies. The terms of the merger along with the text of the proposed resolution were previously announced on June 24, 2004.
(i) 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 Świat SA and Polbox Sp. z o.o. 6. Closing the Meeting.
(ii) Additional information on participating in the Meeting: 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 September 28, 2004, 17.00 hours 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 SA). 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 September 28, 2004, 17.00 hours 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 available for inspection at the Company’s offices from September 30, 2004, i.e. three working days prior to the Meeting.
(iii) Draft resolution to be presented for shareholders’ vote at the Meeting: Resolution No.  of the Extraordinary General Shareholders’ Meeting of Netia SA dated October 5, 2004 on merger 1. The Extraordinary General Shareholders’ Meeting of Netia SA (hereinafter „Netia”) hereby resolves to merge Netia with its wholly owned subsidiaries (hereinafter the „Companies”) as listed below all of which are entered into the register of entrepreneurs kept by the District Court for the Capital City of Warsaw, Commercial Court XX Division of the National Court Register under the following numbers: (i) Regionalne Sieci Telekomunikacyjne El-Net SA – KRS 0000095991, (ii) Netia Świat SA – KRS 0000134258, (iii) Polbox Sp. z o.o. – KRS 0000019310. 2. The merger shall be done in the manner as provided in Article 492, §1, subsection 1) of the Commercial Companies Code through transfer of all the Companies’ assets to Netia (merger by acquisition) without any increase of Netia’s share capital, in accordance with Article 515, §1 of the Commercial Companies Code and without amending Netia’s Statute. 3. The Company’s Extraordinary General Shareholders’ Meeting hereby approves the Terms of Merger attached herewith.
Terms of Merger
1. The merger applies to the publicly listed company Netia Spółka Akcyjna with its registered seat in Warsaw (hereinafter “Netia”) (the acquiring company) and its single shareholder companies (the acquired companies) with their seats in Warsaw, operating under the following names: (i) Regionalne Sieci Telekomunikacyjne El-Net SA, (ii) Netia Świat SA, (iii) Polbox Sp. z o.o., hereinafter jointly referred to as the “Companies”.
2. The merger shall be carried out pursuant to Article 492, §1, subsection 1 of the Commercial Companies Code (hereinafter the “CCC”) in relation to Article 515, §1 of the CCC through the transfer of the Companies’ assets to Netia without any increase in Netia’s share capital, without any share exchanges and without amending Netia’s Statute.
3. As the merger shall not involve an exchange of the Companies’ shares into Netia’s shares, the information required under Article 499, §1, subsections 2 – 4 of the CCC has been omitted as unnecessary.
4. The merger shall not result in any of the rights referred to in Article 499 §1 subsection 5 of the CCC being granted, nor any special benefits as referred to in Article 499 §1 subsection 6 of the CCC.