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30 May 2012

Granting of a guarantee by a subsidiary of Netia (45/2012)

Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced, in connection with its current report No. 46/2011 dated 29 September 2011 on execution by Netia and its subsidiary Internetia Sp. z o.o. of a loan agreement (the “Facility Agreement”) with Rabobank Polska S.A. (the “Facility Agent”) and BNP Paribas S.A. Oddział w Polsce, BRE Bank S.A., Raiffeisen Bank Polska S.A. and Raiffeisen Bank International AG (jointly with the Facility Agent, the “Lenders”), current report No. 5/2012 regarding the accession of Netia’s wholly owned subsidiary - Netia Brand Management Sp. z o.o. (“Netia Brand Management”) as a guarantor to the Facility Agreement and current report No. 69/2011 regarding acquisition of Telefonia Dialog S.A. by Netia and taking into account the fact that on 30 April 2012 Telefonia Dialog S.A. was transformed into limited liability company – Telefonia Dialog Sp. z o.o. (“Dialog”) hereby informs that on 29 May 2012 Dialog signed an accession agreement to the Facility Agreement based on which Dialog agreed to become a guarantor of the obligations of Netia, Internetia Sp. z o.o. and Netia Brand Managment resulting from the Facility Agreement.

The guarantee was granted in favour of the Lenders in order to secure of all the claims or rights, whether present or future, actual or contingent, including interests resulting from the credit facility and revolving loan granted on the basis of the Agreement dated 29 September 2011 in the aggregate amount of PLN 700,000,000 which was guaranteed by Dialog up to the maximum secured amount of PLN 1,108,500,000. The guarantee was granted for the entire term of the Facility Agreement no longer than until 31 December 2017. Netia is the sole shareholder of Dialog. The abovementioned guarantee was considered as material due to the fact that its value its greater than 10% of the Netia’s own capital.

Legal basis:
§5, section 1.7 and §13 of the Regulation dated 19 February 2009 regarding current and interim reports published by issuers of securities and on conditions of considering as equivalent the information required by law of a non-member state (Journal of Laws 2009, No. 33, item 259, as amended) and Art. 56, section 1.2 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended).