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27 February 2014

The Terms of Merger of Netia S.A. and its wholly owned subsidiaries (11/2014)

Netia SA (“Netia”) informs that it was made the decision regarding the merger of Netia with its wholly owned subsidiaries Net 2 Net sp. z o.o. (KRS 0000334258), Centrina sp. z o.o. (KRS 0000405167), Dianthus sp. z o.o. (KRS 0000404451), Internetia Holdings sp. z o.o. (KRS 0000257071), all with the seat in Warsaw, hereinafter called the “Acquired Companies”.

Netia and the Acquired Companies executed on February 27, 2014 the Terms of Merger attached below.

The merger shall be carried out pursuant to Article 492, §1, subsection 1 of the Polish Commercial Companies Code (hereinafter the “CCC”) in relation to Article 515, §1 of the CCC - through the transfer of the Acquired Companies assets to Netia without any increase in Netia‘s share capital and without any share exchanges. The merger concerns the wholly owned subsidiaries (Article 516 § 6 of the CCC) and is to be made without preparation of the Management Board report justifying the merger and without the examination of the Terms of Merger by the expert (biegły).

Centrina and Dianthus are the owners of the telecommunication infrastructure in the area of Warsaw and Kraków. Net 2 Net does not conduct operating activities. Internetia Holdings does not conduct telecommunications operations and in 100% is the dominant company for Internetia sp. z o.o. (Internetia sp. z o.o. is the entity from the Netia Group).

The merger of Netia and the Acquired Companies will streamline the management of the capital group’s resources, contribute to the reduction of costs and improve the performance of the entire group.

Legal basis:
§ 5 section 1 subsection 13 in connection with § 19 section 1 and section 2 subsection 1 of the Regulation of the Council of Ministers dated 19 February 2009 on current and periodical information disclosed by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259 with amendments).