WARSAW, Poland – May 12, 2006 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on May 11, 2006 Netia was informed by the Operational Department of Krajowy Depozyt Papierów Wartościowych SA (National Deposit of Securities) (“KDPW”) that, in connection with the expiration of three-year subscription warrants, depositary accounts kept for these warrants were closed. April 29, 2006 was the last day of subscribing for series J shares in connection with the exercise of Netia’s three-year subscription warrants by their holders. The subscription warrants program was completed along with the expiration of three-year subscription warrants. In connection with the above, Netia announces its issued and outstanding share capital as of May 8, 2006, which was the last day of settlement by KDPW of transactions regarding the exercise of Netia’s there-year subscription warrants by their holders, who subscribed for series J shares until April 29, 2006, along with the summary of the subscription warrants program.
I. Share Capital.
As of May 8, 2006, Netia’s issued and outstanding share capital was PLN 389,167,839 and represented 389,167,839 shares, PLN 1 par value per share, each share giving right to one vote at Netia’s general meeting of shareholders.
A motion for the registration of the share capital increase as of May 8, 2006 by the Polish court will be filed immediately.
II. Warrants Issued.
As of May 8, 2006, Netia issued 62,464,062 series J shares pursuant to the exercise of 31,062,274 two-year subscription warrants by their holders, who subscribed for series J shares authorized from these warrants until April 29, 2005 (see Netia’s press release dated May 6, 2005), and 31,401,788 three-year subscription warrants pursuant to
the settlement by KDPW until May 8, 2005 (inclusive) all of transactions regarding the exercise of Netia’s three-year subscription warrants by their holders, who subscribed for series J shares authorized from these warrants until April 29, 2006 (see Netia’s press release dated March 30, 2006) at an issue price of PLN 2.53 per share. Each series J share entitles its holder to one vote at Netia’s general meeting of shareholders. Netia’s series J shares are publicly traded on the Warsaw Stock Exchange (“WSE”) under the same code as all other ordinary shares of Netia i.e. PLNETIA00014.
The subscription warrants were exercised in accordance with Netia’s Polish prospectus, dated April 17, 2002, as amended.
In addition, Netia informed that 1,022,433 three-year subscription warrants, holders of which did not subscribed for series J shares until April 29, 2006 (inclusive), expired on that date.
III. Series K shares issued.
Until May 8, 2006, Netia issued 4,945,065 series K shares in connection with the exercise of certain options granted under the performance stock option plan adopted by Netia’s supervisory board on June 28, 2002, as amended. The total number of series K shares that may be issued under this plan will not exceed 18,373,785 shares.
IV. Updated Information on Netia’s Share Capital.
Current information on Netia’s share capital increases is constantly updated and made available at the Polish National Depositary for Securities and WSE as well as on Netia’s website (www.investor.netia.pl). The share capital as currently registered by the Polish court, in the amount of PLN 386,062,498, reflects, with respect to series J shares, the status as of April 1, 2006, and will be amended following the consideration of the motions for the share capital increase mentioned in point I above as well as the motions filed with the court on May 8, 2006 (see Netia’s press release dated May 8, 2006).