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08 December 2011

Issuance of Netia's series K shares and acquisition of shares by the Company’s Management Board members and managers (67/2011)

WARSAW, Poland – December 8, 2011 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, announced that on December 8, 2011 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 the Company issued from its authorized capital on December 6, 2011 540,678 ordinary bearer series K shares with a nominal value of PLN 1 each (“Series K Shares”), which give the right to 540,678 votes at Netia’s general meeting of shareholders.

The Series K Shares were issued due to the exercise of stock options by two Management Board members and four persons who hold managerial positions (but not management board members). 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 391,602,064 and represents 391,602,064 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 540,678 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 540,678 Series III Notes.

Pursuant to the above, Netia received the following notifications regarding the subscription of 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, following the exercise of options granted pursuant to the Plan (please see the attachment below).