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11 April 2014

Share options granted to management board members under a stock option plan (19/2014)

WARSAW, Poland – April 11, 2014 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services announced that on April 10, 2014 its Supervisory Board granted stock options for year 2014 to the Management Board members, authorizing them to subscribe for series L shares in accordance with the Netia Stock Option Plan for the Years 2011-2020 dated February 25, 2011 (the “Stock Options”) (see Netia’s current report No. 10/2011 dated February 25, 2011) on the terms set forth below:

Mr. Mirosław Godlewski, President of the Management Board, was granted 123,600 Stock Options, and Messrs. Jonathan Eastick, Tom Ruhan, Mirosław Suszek and Tomasz Szopa were granted 278,098 Stock Options each. The strike price for the options granted to the Management Board equals PLN 5.00 and the earliest vesting date is April 10, 2017. The final exercise date for all granted Stock Options shall be May 26, 2020.

Furthermore, these Stock Options may be cancelled in whole or in part depending on the Netia Group’s performance against business criteria for 2014. These business criteria have been set by the Supervisory Board on the basis of the Group’s 2014 budget which in turn was accepted by the Supervisory Board. The Supervisory Board may grant Stock Options with any strike price that is at or above the three month volume weighted average transaction price of Netia shares, which stood at PLN 4,85 zl as at April 9, 2014.

Moreover, the Supervisory Board reserved for the Management Board of the Company an additional pool of 710,698 Stock Options, which may be allocated later in 2014, and authorized the Management Board of the Company to grant a further 1,940,000 Stock Options for the year 2014 to employees of the Netia Group.