Corporate Governance

Ben Duster was appointed to Netia's supervisory board on April 9, 2009 and from May 4, 2009 serves as its Chairman. Mr. Duster, an executive Managing Director at Watermark Advisors LLC, is an experienced strategic advisory, restructuring and investment banking professional specializing in leading companies through complex balance sheet restructurings, and the sensitive transition period post-recapitalization where leadership in vetting, defining and executing the optimal strategic direction is critical to realizing a Company’s value potential. Prior to joining Watermark, Mr. Duster was a partner at Masson & Company, where he was responsible for leading restructuring engagements, including the restructuring and recapitalization of Airgate PCS, the Atlanta based Sprint PCS wireless affiliate.

Since December, 2004, Mr. Duster has served as Chairman of the Audit Committee of RCN Corporation (NASDAQ: RCNI) a Virginia based fiber rich provider of video, high-speed data, and voice services to residential and small business customers as well as commercial services comprising metro and intercity SONET and Ethernet-based transport services, co-location services, and high speed Internet access services, along with commercial transport products and services to large enterprise and carrier customers. He also serves as Chairman of the Compensation Committee of Catalyst Paper (TSX: CTLUF), a British Columbia based provider of ground wood papers and pulp. From 2002 to 2007 he served as Chairman of the Board of Algoma Steel, a TSX listed integrated steel producer, which was sold to Essar in June of 2007.

Mr. Duster was a Managing Director at Wachovia Securities from 1997 through 2001. While at Wachovia, Mr. Duster headed the Mergers & Acquisitions advisory business.

From 1980 through 1997, Mr. Duster was at Salomon Brothers Inc. During his tenure there, Mr. Duster was an Associate in Salomon’s proprietary Venture Capital Group and, later, a Vice President in the Mergers & Acquisitions Group.

Mr. Duster received his B.A. from Yale University and his J.D. and M.B.A. degrees from Harvard Law School and Harvard Business School, respectively.

He does not conduct directly or through legal entities any activities that would compete with the activities of Netia. He is not a partner in civil law company or any partnership, nor a member of any authorities of any corporation or any other competitive legal entity. He has not been registered in the Non-Solvent Debtors Register kept pursuant to the National Court Register Act.

Mr. Duster meets the criteria of an independent member in accordance with the corporate governance rules adopted by the Warsaw Stock Exchange and Netia’s statute.