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30 June 2014

The merger of Netia with its wholly owned subsidiaries Centrina Sp. z o.o., Dianthus Sp. z o.o., Internetia Holdings Sp. z o.o. and Net 2 Net Sp. z o.o. (47/2014)

WARSAW, Poland – June 30, 2014 - Netia SA (“Netia”) (WSE: NET), Poland‘s largest alternative provider of fixed-line telecommunications services, announced today that on June 30, 2014 the Regional Court for the City of Warsaw, XIII Economic Division of the National Court Registry, the court relevant for the acquiring company, executed an entry to the register of entrepreneurs referring to the merger of Netia with its wholly owned subsidiaries ( the “Merger”): Centrina sp z. z o.o. (KRS 0000405167) , Dianthus sp. z o.o. (KRS 0000404451), Internetia Holdings sp. z o.o. (KRS 0000257071) and Net 2 Net sp. z o.o. (KRS 0000334258) ( the “Merged Companies”). Centrina sp z. z o.o. and Dianthus sp. z o.o. are building cable networks in Warsaw and Kraków. Internetia Holdings sp. z o.o. is the 100% parent company for Internetia sp. z o.o., the other company from the Netia Group. Net 2 Net sp. z o.o has not conducted operating activities. 

The Merger has been carried out pursuant to Article 492, §1, subsection 1 and Article 516 § 6 of the Commercial Companies Code (“CCC”), through the transfer of the Merged Companies assets (merger though the acquisition) to Netia, without any increase in Netia’s share capital, without any share exchanges and without amending Netia’s Statute. 

The Merger of the Merged Companies with Netia was executed, in the light of provisions of Article 493, §2 of the CCC, as at June 30, 2014. As of that day, pursuant to provisions of Article 494 of the CCC, Netia entered into all rights and obligations of the Merged Companies.

The Merger will streamline the management of the capital group’s resources, contribute to the reduction of labor and administrative costs and improve the performance of the entire group.

Legal basis
§ 5 subsection 1.14 of the Regulation of the Minister of Finance dated 19 February 2009 regarding current and interim reports published by issuers of securities, and on the conditions for considering as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259, as amended).