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06 April 2012

Issuance of Netia's series K shares and acquisition of shares by the Company's Management Board members and managers (27/2012)

WARSAW, Poland – April 6, 2012 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, announced that on April 6, 2012 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 April 4, 2012 and April 5, 2012, respectively, 2,575,014 ordinary bearer series K shares with a nominal value of PLN 1 each (“Series K Shares”), which give the right to 2,575,014 votes at Netia’s general meeting of shareholders, and 712,300 Series K Shares, which give the right to 712,300 votes at Netia’s general meeting of shareholders.

The Series K Shares were issued due to the exercise of stock options by four Management Board members, three commercial proxies, nine persons who hold managerial positions (but not management board members) and two persons who do not hold managerial position. However until Series K Shares issuance, one of the Management Board members resigned from the Management Board staying at the managerial position, and an employment agreement of one of the persons holding managerial position was terminated. 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 385,150,417 and represents 385,150,417 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 385,150,417 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 385,150,417 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 (for details please see the attachment below).