WARSAW, Poland – December 21, 2005 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on December 20, 2005 the Company issued, within its authorized capital, 171,400 ordinary bearer series K shares with a nominal value of PLN 1 each (“Series K Shares”), which give the right to 171,400 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 SA (National Depository of Securities) ("KDPW") assigned the Series K Shares with the PLNETIA00097 code.
Netia’s issued and outstanding share capital, following this issuance, the exercise of the subscription warrants until December 1, 2005 (see press release dated December 7, 2005) and the issuance of series K shares on December 16, 2005 (see press release dated December 17,2005), is PLN 404,200,398 and represents 404,200,398 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 171,400 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 171,400 Series III Notes.
Netia announced that on December 20, 2005, it received a notification from a person who holds a managerial position in the organisational structure of the Company, having permanent access to inside information related, whether directly or indirectly to the Company and is authorised to make decisions concerning the Company’s development and economic prospects, whereby this person advised that following the exercise of 302,016 options granted thereto pursuant to the Plan, on December 20, 2005, he subscribed for 171,400 newly issued series K shares of the Company for the issue price of PLN 1 per share, in compliance with the prospectus for the Company shares and bonds dated 17 April 2002, as amended.
In connection with the above, Netia filed the following motions:
- to assimilate on December 28, 2005 the issued Series K Shares by 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 December 28, 2005, following their assimilation by the KDPW.