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26 August 2008

Netia announces draft resolutions to be presented for the shareholders’ vote on September 9, 2008 (42/2008)

I. The Management Board of Netia SA (“Company” or “Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, hereby presents the draft resolutions to be presented for the shareholders’ vote at the Extraordinary General Meeting of Shareholders to be held on September 9, 2008 (Annex 1).

II. According to Code of Best Practice for WSE Listed Companies, the Management Board of Netia hereby presents the justification of the resolutions:

Justification of the resolution concerning merger of the Company with its wholly-owned subsidiary Netia Wimax SA:
The merger of Netia SA and its wholly owned subsidiary Netia Wimax SA is a part of the ongoing process of internal consolidation of Netia subsidiaries (the “Netia Group”). The purpose of the internal consolidation is to simplify and make the Netia Group‘s capital structure more transparent.
The Management Board believes that this will positively impact the Netia Group‘s operations through reduction of administrative costs, including a decrease in the scale of intercompany transactions in its daily operations.

Justification of the resolution concerning establishment of a registered pledge over the moveable assets and property rights forming part of the Company’s enterprise:
The adoption by the General Meeting of the Shareholders of Netia S.A. (the “Company”) of a resolution approving the establishment of a registered pledge over the Company’s enterprise is strictly connected with the accession, amendment and restatement credit facility agreement concluded by the Company and its certain subsidiaries on 27 June 2008 with Rabobank Polska S.A., Bank Millennium S.A., Bank Gospodarki Żywnościowej S.A. and Raiffeisen Bank Polska S.A (the “Financing Banks”) to the credit facility agreement initially concluded on 15 May 2007 with Rabobank Polska S.A. as the arranger (the “Amendment Agreement”). Pursuant to the Amendment Agreement, the Company is entitled to obtain additional financing of PLN 100,000,000 from the Financing Banks (by increasing the amount of the credit facility from PLN 275,000,000 up to PLN 375,000,000) to fund the acquisition of shares in the share capital of Tele 2 Polska Sp. z o.o. One of the conditions precedent for the Financing Banks to release the additional financing is an increase of the security package through the Company establishing a registered pledge in favour of the Financing Banks over the Company’s moveable assets and property rights forming part of the Company’s enterprise, which, pursuant to Article 393 section 3 of the Polish Commercial Companies Code, requires approval of the General Meeting of the Shareholders of the Company.

Justification of the resolution concerning changes to the Company’s Statutes:
The change of the Statute of Netia S.A. (“Company”) will allow to increase the number of members of the Company’s Supervisory Board and thus it will provide the Company’s shareholders with more flexibility regarding the election of the Supervisory Board members.

III. The Extraordinary Shareholders’ Meeting scheduled to convene on September 9, 2008 (see Netia’s press release no 41/2008) will be webcasted. Access to the transmission will be possible via Netia’s web site for investors (www.investor.netia.pl), where there will be a special link on the day of the meeting.

In order to access the transmission, the following technical requirements should be met:

  • Computer with Windows Media Player ver.9 software or higher version
  • Internet connection with the required bandwidth of minimum 512 kbps
  • Internet Explorer ver. 6.0 or higher version (recommended)