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11 August 2015

Issuance of Netia’s series L shares, changes in Netia’s capital and acquisition of shares by managers of Netia who have constant access to inside information (52/2015)

Management Board of Netia S.A. („Netia” or the „Company”) announces that on 11 August 2015 based on the resolution of the Management Board of the National Depository of Securities (Krajowy Depozyt Papierów Wartościowych S.A.) (`NDS`) No. 488/15 issued on 24 July 2015 (see Netia’s current report No 47/2015 dated 24 July 2015) and based on the resolution of the Management Board of Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) No. 790/2015 issued on 4 August 2015 (see current report of the Company No. 49/2015 issued on 5 August 2015), the NDS registered 68.823 ordinary bearer series L shares of Netia with nominal value of PLN 1 (one) each, issued under conditional capital increase based on the resolution No 26 of the Ordinary General Meeting of Shareholders of Netia of 26 May 2010 (see current report No. 15/2015 issued on 17 April 2015), i.e., based on the article 451 § 2 in connection with the article 452 § 1 of the Commercial Companies Code, the acquisition of rights from 68.823 ordinary bearer series L shares and the increase of the Company’s share capital have both taken place.

The series L shares were issued due to the exercise of stock options by one person who holds managerial position in the structure of the Company (but is not Management Board member) as has constant access to inside information (952 series L shares), one person who is currently a Member of Netia’s Supervisory Board (29.940 series L shares) and by 15 persons whose employment relations with the Company expired before the acquisition of the abovementioned series L shares.

The abovementioned stock options were granted under the performance of stock option plan adopted by Netia’s Supervisory Board on 25 February 2011 (see Netia’s current report No. 10/2011 issued on 25 February 2011), as amended (the ‘Plan’). By resolution No. 488/15 dated 24 July 2015, the Management Board of the NDS marked the series L shares with the code PLNETIA00014.

Netia’s issued and outstanding share capital, following this issuance is PLN 348.167.848 and represents 348.167.848 shares, PLN 1 per value per share, each share giving the right to one vote at Netia’s general meeting of shareholders (a total of 348.167.848 votes).

The series L shares were issued due to the exercise of rights attached to 68.823 series 1 registered subscription warrants (‘Series 1 Warrants’) authorising their holders to subscribe for series L shares prior to the Company’s shareholders. In connection with the exercise of rights from the Series 1 Warrants, those warrants expired.

Legal basis:
Article 160 clause 1 and 4 of Act on Trading in Financial Instruments (consolidated text Journal of Laws from 2014, item 94, as amended) and § 5 clause 1 point 10 and § 34 clause 1 point 1 of Ordinance of the Ministry of Finance dated 19 February 2009 on the current and periodical information delivered by the issuers of securities and on consideration as equivalent the information required by law of the countries outside the EU (consolidated text Journal of Laws from 2014, item 133, as amended).