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02 October 2009

Opinion of the management board of Netia SA on the merger with Netia UMTS Sp. z o.o. and Netia spółka akcyjna UMTS s.k.a (45/2009)

The management board of Netia SA (the “Company” or “Netia”) hereby announces its opinion on the merger of Netia UMTS Sp. z o.o. (the “SPV”) and Netia spółka akcyjna UMTS s.k.a. (“Netia UMTS”) with the Company.

The management board of Netia SA recommends that the Company’s shareholders vote in favour of the resolution on the merger with the SPV and Netia UMTS on the terms and conditions specified in the merger plan published in the Court and Business Gazette (Monitor Sądowy i Gospodarczy) No. 112 dated June 10, 2009, item 7712.

The merger will proceed in the manner set forth in Article 492 § 1 section 1, Article 515 § 1 and other subsequent articles of the Polish Commercial Companies Code through the transfer of the entire assets of Netia UMTS and the SPV to Netia (merger by acquisition), without increasing the share capital of Netia. The merger will not necessitate any amendments to the articles of association of Netia.

The merger of Netia, Netia UMTS and the SPV is a part of the consolidation process which aims at simplifying the organisational structure of the Netia capital group. The SPV and Netia UMTS do not conduct operational activity and thus further existence of the two above-mentioned companies is not economically justified. The merger of the companies with Netia will streamline the management of the capital group’s resources, contribute to the reduction of labour and administrative costs and improve the performance of the entire group.

Legal Basis:
§ 19 section 3 of the regulation of the Minister of Finance dated 19 February 2009 on current and periodical information disclosed by issuers of securities and the conditions for recognizing as equivalent the information required by the laws of a non-member state.