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06 April 2006

Netia’s share capital as of April 1, 2006

WARSAW, Poland – April 6, 2006 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced its share capital has increased in connection with the exercise of certain warrants and options issued by Netia.
I. Share Capital.
As of April 1, 2006, Netia’s issued and outstanding share capital was PLN 414,224,608 and represented 414,224,608 shares, PLN 1 par value per share, each share giving right to one vote at Netia’s general meeting of shareholders.
The above amount of share capital does not take into account the decrease of Netia’s shares capital by 28,162,110 treasury shares, which are subject to redemption in accordance with resolutions No. 15 and No. 16 of Netia’s ordinary shareholders’ meeting held on March 29, 2006 (see Netia’s press release dated March 29, 2006). The decease of share capital will become valid upon its registration by the court.
A motion for the registration of the share capital increase as of April 1, 2006 by the Polish court will be filed on April 7, 2006. In addition, Netia will file on that day a motion to register the decrease of its share capital by 28,162,110 treasury shares.
II. Warrants Issued.
As of April 1, 2006, Netia issued 59,358,721 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 28,296,447 three-year subscription warrants 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.
III. Outstanding Warrants.
As of April 2, 2006, 4,127,774 three-year subscription warrants under the ticker “NETPPO3”, entitling their holders to subscribe for Netia’s series J shares by April 29, 2006, were traded on WSE.
IV. Series K shares issued.
Until April 1, 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.
V. 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 412,862,917, reflects, with respect to series J shares, the status as of March 1, 2006, and will be amended following the consideration of the motions for the share capital increase and decrease to be filed with the court on April 7, 2006.

Share capital increases in connection with the exercise of Netia’s outstanding warrants and options will be announced in the form of a press release once a month by the 8th day of each month, and, in addition, each time in the event of an exercise of warrants constituting 5% or more of all warrants issued by Netia.