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14 December 2011

Confidential information - acquisition of shares in Crowley Data Poland sp. z o.o. (73/2011)

The management board of Netia S.A. (“Netia”) hereby announces that on 14 December 2011 Netia, has purchased from Crowley Data, LLC and Crowley Poland, LLC (the “Sellers”) 197,862 shares in Crowley Data Poland sp. z o.o., with its registered office in Warsaw (”CDP”), which constitute 100% of the shares in the share capital of CDP and represent 100% of the votes at the meetings of the shareholders of CDP (the “Shares”).

The Shares were acquired in the performance of the obligations resulting from the conditional agreement creating the requirement to sell shares in CDP executed among Netia and the Sellers on 29 September 2011 (the “Conditional Agreement”) and after the fulfilment of a condition precedent involving the obtainment of the unconditional consent of the Polish Antimonopoly Authority for the takeover of CDP (the “Condition Precedent”). The execution of the Conditional Agreement and the fulfilment of the Condition Precedent were announced by Netia in its current reports No. 47/2011 dated 29 September 2011 and 68/2011 dated 8 December 2011, respectively.

The total purchase price for the enterprise amounts to USD 31.8 million and has been settled through: (i) the purchase of a loan to CDP from an entity affiliated to the Sellers for USD 8.4 million as at the closing date, (ii) the negative difference between the debt and the cash balance of CDP as at 31 December 2010 and the value of certain other financial obligations of CDP, totalling USD 1.0 million, and (iii) the purchase of the Shares for a total amount of USD 22.4 million.
Due to earlier hedging of the USD liability by the Company, the purchase price for the enterprise and for the Shares in PLN is expected to be approximately 100 million PLN and 70 million PLN, respectively. Pursuant to the Conditional Agreement, the purchase price for the Shares is subject to adjustment for the difference between the certain amounts stated in the balance sheet of CDP as at 31 December 2010 and the respective amounts stated in the balance sheet of CDP as at 30 November 2011.

There are no relations between Netia or the members of its management and supervisory boards and the Sellers or the members of the Sellers’ management boards. The acquisition of the Shares has been funded from Netia’s own funds. The acquired Shares represent a long-term investment of Netia. Prior to the acquisition of the Shares, Netia did not hold any shares in CDP. Upon completion of the acquisition, Netia now holds 100% of the shares in the shares capital of CDP and is entitled to 100% of the votes at shareholders’ meetings of CDP.

Legal basis:
Article 56, section 1.1 of the Act dated 29 July 2005 of the Act on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (Journal of Laws No. 184, item 1539, as amended).