Netia S.A. announces changes in its share capital and acquisition of shares by the managers

WARSAW, 30-4-2015 — /EuropaWire/ — Management Board of Netia S.A. („Netia” or the „Company”) announces that on 28 April 2015 based on the resolution of the Management Board of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) (‘NDS’) No 235/15 issued on 16 April 2015 (see Netia’s current report No. 15/2015 dated 17 April 2015) and based on the resolution of the Management Board of Warsaw Stock Exchange (Giedła Papierów Wartościowych w Warszawie S.A.) No 374/2015 issued on 23 April 2015 (see current report of the Company No. 21/2015 issued on 24 April 2015), the NDS registered 10.631 ordinary bearer series L shares of Netia with a 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 10.631 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 two persons who hold managerial positions in the structure of the Company (but not Management Board members), who have constant access to inside information and by 4 persons whose employment relations with the Company expired before the acquisition of the abovementioned series L shares.

These stock options were granted under the performance 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 232/15 dated 16 April 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 348,099,025 and represents 348,099,025 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 348,099,025 votes).

The series L shares were issued due to the exercise of rights attached to 10.631 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:

§ 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).


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