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22 April 2005

Registration of changes to Netia’s statutes; details of the share and subscription warrant buy-back program

WARSAW, Poland – April 22, 2005 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, announced that it received today a decision of the Regional Court in Warsaw regarding the registration on April 14, 2005 of the amendment to Netia’s statute by adding § 5C as follows:
Ҥ 5 C
1.      Shares of the Company may be redeemed based on a resolution of the General Shareholders’ Meeting.
2.      The Company may redeem its shares only upon the consent of the shareholder (voluntary redemption).
3.      The General Shareholders’ Meeting may authorize the Management Board to purchase the Company’s shares from the shareholders for the sake of their future redemption.”
The above amendment to Netia’s statue was adopted by Netia’s ordinary shareholders’ meeting on March 17, 2005 (see Netia’s press release dated March 17, 2005) and its registration by the court was a necessary condition for commencing the execution of the share and subscription warrant buy-back program (the “Program”). 
Due to the above, Netia announces the details of the Program as follows:
a.       the Company’s shares and subscription warrants will be purchased during the Program for the sake of their redemption and decrease of the Company’s share capital. Such action is justified by a relatively low valuation of the Company in spite of the Company’s good balance sheet, and especially such factors as no debt and consistent cash generation by the Company. Thus, it is justified to implement a buy-back and redemption program as an alternative for dividend payment for the benefit of the shareholders and consistent with the Company’s long term targets;
b.       the Company shall start the Company’s share and warrant purchasing on May 9, 2005;
c.       the Program shall be executed up to June 30, 2006, however not longer than till the funds allocated for its execution by the Ordinary Shareholders’ Meeting on March 17, 2005, are consumed;
d.       during the Program the Company can purchase shares in the total amount not exceeding 10% of the Company’s share capital in the amount determined as on the last day of the Program execution;
e.      according to the resolution no. 23 of the Ordinary Shareholders’ Meeting dated March 17, 2005, the amount of PLN 120,000,000 was allocated for the purchase of the Company’s shares and subscription warrants;
f.        the number of shares purchased by the Company and the number of the subscription warrants purchased by the Company during one day cannot exceed 25% of the relevant average daily volume of trade in shares or subscription warrants at the WSE within 20 days period prior to each purchase day.