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07 December 2005

Netia’s share capital as of December 1, 2005

WARSAW, Poland – December 7, 2005 – 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 issued by Netia.
I. Share Capital.
As of December 1, 2005, Netia’s issued and outstanding share capital was PLN 401,242,123 and represented 401,242,123 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 December 1, 2005 by the Polish court was filed on December 7, 2005.
II. Warrants Issued.
As of December 1, 2005, Netia issued 50,387,202 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 19,324,928 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 December 2, 2005, 13,099,293 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 December 1, 2005, Netia issued 934,099 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 400,995,504, reflects, with respect to series J shares, the status as of November 1, 2005, and will be amended following the consideration of the motion for the share capital increase filed with the court on December 7, 2005.
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.