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03 June 2015

Intercompany transaction: Netia’s subsidiary purchased securities issued by the Company (38/2015)

The Management Board of Netia S.A. (hereinafter referred to as “Netia”, the “Issuer”) informs that on 3rd June 2015 its subsidiary company Telefonia Dialog Spółka z ograniczoną odpowiedzialnością with its seat in Wrocław (hereinafter referred to as “Telefonia Dialog”), purchased 5, issued by Netia, A7 series registered bonds bearing numbers from 01 (zero one) to 05 (zero five) each of a nominal value of PLN 10,000,000.00 (ten million) for a total nominal value of PLN 50,000,000.00 (fifty million) and with redemption date of 3rd September 2015 (hereinafter referred to as the “Bonds”). 
The key terms and conditions of the Bonds are as follows: 

The nominal value of one bond is equal to the issue price and amounts to PLN 10,000,000.00 (ten million). The total nominal value of the Bonds is equal to the issue price of the Bonds and amounts to PLN 50,000,000.00 (fifty million). 

The Issuer obliges to buy out the Bonds on 3rd September 2015 (hereinafter referred to as the “Buyout Day”). The buyout of the Bonds takes place by payment of the nominal value of the Bonds together with due and unpaid interests to the purchaser of the Bonds. The Bonds bear interest according to the Wibor 3M rate, determined on the day preceding the day of issuing the Bonds, increased by a margin of 0.9% calculated per year, throughout the whole period of validity of the Bonds until the Buyout Day. The interest period is the whole period of validity of the Bonds i.e. period from the day of issuing the Bonds to the Buyout Day. The interests will be paid on the Buyout Day. 

The Bonds are not secured. 

The value of the assumed liabilities of the Issuer as of 31st March 2015 amounts to PLN 1,016,765,000 (one billion sixteen million seven hundred sixty five thousand PLN). 

The prospects of shaping the Issuer’s liabilities as of the Buyout Day are estimated at an amount of PLN 1,100,000,000 (one billion one hundred million PLN). 

The purpose of the Bonds purchase is the optimization of the financial liquidity in the Netia Group. 

Issuance of the A7 bond series by Netia and their purchase by Telefonia Dialog are associated with the upcoming date for the buyout of A5 bond series issued by Netia and purchased by Telefonia Dialog (see Netia’s current report No. 7/2015 dated 4th March 2014) – both for the same amount and under the same terms and conditions. 

Legal basis: 
§ 5 item 1 point 6 in connection with § 12 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognising as equivalent the information required by law of a non-member state (consolidated text: Journal of Law dated 2014, pos. 133).