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20 June 2013

The amendment of the Loan Agreement with Rabobank Polska S.A. (as the Facility Agent), BNP Paribas S.A., BRE Bank S.A., Raiffeisen Bank Polska S.A. and Raiffeisen Bank International AG (24/2013)

With reference to the current report No. 46/2011 dated 29 September 2011 the management board of Netia SA (the “Company” or “Netia”), Poland’s largest alternative provider of fixed-line telecommunications services, hereby announces that on 20 June 2013, Netia (the “Borrower”) Internetia Sp. z o.o. (the “Original Guarantor”), Netia Brand Management sp. z o.o. (the “Additional Guarantor”) and Telefonia Dialog sp. z o.o. (the “Additional Guarantor”) executed an annex to the Loan Agreement dated 29 September 2011 (the “Loan Agreement”) with Rabobank Polska S.A. (the “Facility Agent”), BNP Paribas S.A., BRE Bank S.A., Raiffeisen Bank Polska S.A. and Raiffeisen Bank International AG (jointly with the Facility Agent, the “Lenders”), (the “Annex”) whereunder the Lenders agreed to extend to the Borrower an additional PLN 200,000,000 (two hundred million) amortising five year term facility, designated for the financing of capital expenditures and operating expenses of the Netia Group and for payments to shareholders of the Company (the “Additional Loan Facility”).

The Additional Loan Facility has an availability period of eighteen months and a repayment grace period of twenty-four months with both periods starting from 20 June 2013. Repayments are to be spread evenly over six bi-annual installments of 12.5% of the drawn amount with a seventh and final installment of 25 % of the drawn amount payable on the final installment date of 20 June 2018. No draw-down requests were submitted at the time of signing the Additional Loan Agreement.

According to the Annex, the terms and conditions of the Additional Loan Facility including, inter alia, the interest and margin are essentially the same as set forth in the Loan Agreement. To secure the Lenders' claims under or related to the Additional Loan Facility the Borrower and the Guarantors agreed to establish in favour of the Lenders mortgages, registered pledges and to make relevant representations on submission to enforcement.

The terms and conditions of the Additional Loan Facility comply with market practice and are not different from the terms and conditions generally applied to such types of agreements.

Legal basis: §5, section 1.3 and § 3 section 2 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 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).