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24 January 2006

Issuance of Netia’s series K shares

WARSAW, Poland – January 24, 2006 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on January 23, 2006 the Company issued, within its authorized capital, 35,554 ordinary bearer series K shares with a nominal value of PLN 1 each (“Series K Shares”), which give the right to 35,554 votes at Netia’s general meeting of shareholders, due to the exercise by a person authorized thereto of his rights arising from the performance stock option plan adopted by Netia’s supervisory board on June 28, 2002, as amended (the "Plan"). By resolution No. 218/03 of May 14, 2003, the management board of Krajowy Depozyt Papierów Wartościowych w Warszawie SA (National Depository of Securities) assigned the Series K Shares with the PLNETIA00097 code.
Netia’s issued and outstanding share capital, following this issuance and the exercise of the subscription warrants until January 13, 2006 (see press release dated January 13, 2006), is PLN 412,625,918 and represents 412,625,918 shares, PLN 1 par value per share, each share giving the right to one vote at Netia’s general meeting of shareholders.
The Series K shares were issued due to the exercise of rights attached to 35,554 ordinary bearer Series III notes, authorizing their holders to subscribe for the Series K Shares prior to the Company’s shareholders, having a nominal value of 1 grosz (PLN 0.01) each (“Series III Notes”). In connection with the exercise of rights from the Series III Notes, the Company bought and redeemed 35,554 Series III Notes.
In connection with the above, Netia filed the following motions: 
  • to assimilate on January 31, 2006 the issued Series K Shares by Krajowy Depozyt Papierów Wartościowych w Warszawie SA (the Polish National Depository for Securities) (“KDPW”) with the remaining Netia’s shares identified by a code “PLNETIA00014”; and
  • to admit the issued Series K Shares to trading on the Warsaw Stock Exchange from January 31, 2006, following their assimilation by the KDPW.
So far Netia issued under the Plan 3,927,928 series K shares, including the shares issued on January 23, 2006.