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02 December 2010

Issuance of Netia’s series K shares and acquisition of shares by the Company’s manager (34/2010)

WARSAW, Poland – December 2, 2010 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, announced that on December 1, 2010 it was notified about the settlement of a transaction by Krajowy Depozyt Papierów Wartościowych SA (National Depository of Securities) (“KDPW”), as a result of which on November 30, 2010 the Company issued, from its authorized capital, 18,218 ordinary bearer series K shares with a nominal value of PLN 1 each (“Series K Shares”), which give the right to 18,218 votes at Netia’s general meeting of shareholders.

The Series K shares were issued due to the exercise of stock options by a person who holds managerial position (but not a management board member) who is currently under a termination period of his employment contract with the Company. These stock options were granted under the performance stock option plan adopted by Netia’s Supervisory Board on June 28, 2002, as amended. By resolution No. 218/03 of May 14, 2003, the Management Board of KDPW assigned the Series K Shares with the PLNETIA00097 code.

Netia’s issued and outstanding share capital, following this issuance is PLN 389,356,571 and represents 389,356,571 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 18,218 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 18,218 Series III Notes.

Pursuant to the above, Netia received notifications from a person who holds managerial position in the organisational structure of the Company, having permanent access to inside information related, whether directly or indirectly to the Company and authorised to make decisions concerning the Company’s development and economic prospects, whereby this person advised that following the exercise of options granted thereto pursuant to the Plan, on November 30, 2010, he subscribed 18,218 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.