ANNOUNCEMENT OF THE MANAGEMENT BOARD OF NETIA SPÓŁKA AKCYJNA ON CONVENING AN EXTRAORDINARY GENERAL MEETING

Transcription

1 ANNOUNCEMENT OF THE MANAGEMENT BOARD OF NETIA SPÓŁKA AKCYJNA ON CONVENING AN EXTRAORDINARY GENERAL MEETING The Management Board of Netia Spółka Akcyjna with its registered seat in Warsaw (the Company ), acting on the basis of Art. 398, Art in connection with Art and of the Commercial Companies Code (the CCC ), convenes for 15 December 2011 (Thursday) at 12:00 an extraordinary general meeting of the Company (the EGM ) to be held in Warsaw at ul. Taśmowa 7a, Warsaw. Agenda: 1. Opening of the EGM. 2. Election of the chairman of the EGM. 3. Statement that the EGM was properly convened and that it may adopt resolutions. 4. Adoption of a resolution regarding the redemption of the treasury shares (akcje własne) of the Company. 5. Adoption of a resolution regarding the decrease of the Company s share capital. 6. Adoption of a resolution regarding the establishment of the supplementary capital of the Company. 7. Adoption of a resolution regarding the amendment of 5 of the Company's Statute. 8. Adoption of a resolution regarding the adoption of the amended and restated version of the Company's Statute. 9. Adoption of a resolution regarding the consent for the transfer of the organized part of the Company s enterprise. 10. Closing of the EGM. Information to shareholders Right to participate in the EGM The Management Board of the Company declares that, in accordance with Art of the Commercial Companies Code, the right to participate in the EGM is exclusively enjoyed by the persons who are shareholders of the Company sixteen days prior to the date of the EGM, i.e. on 29 November 2011 (the date of registration at the EGM, hereinafter referred to as the Registration Date ), provided that they deliver to the entity which maintains their securities account a request for the issuance of a registered certificate confirming the right to participate in the EGM in the period from announcement of the convocation of the General Meeting to the first business day after the Registration Date, i.e. until 30 November The list of shareholders authorised to participate in the EGM will be made on the basis of a list provided by the entity maintaining the depository of securities (i.e. the National Depository of Securities) and presented at the offices of the Company at ul. Taśmowa 7a, Warsaw, between 10:00 and 16:00 hours, for the three business days prior to the holding of the EGM, i.e. between December During the three business days prior to the date of EGM the shareholders of the Company may demand delivery of a list of shareholders, free of charge by electronic mail, provided they notify the Company of the address to which such list should be sent. The request should be made in writing, signed by the shareholder or persons authorised to represent the shareholder and sent via to wza@netia.pl in.pdf file format or any other format allowing it to be read by the Company or sent by fax to the following number: [48] (22) The request should be accompanied with the copies of the documents confirming the identity of the shareholder of the Company and/or the persons authorized to represent the shareholder, including: (i) if the shareholder is an individual, a copy of the identification card, passport or any other official document confirming the shareholder s identity; or

2 (ii) (iii) if the shareholder is not an individual, a copy of an extract from the relevant register or any other document confirming the authority of one or several individuals to represent the Shareholder at the EGM (e.g. uninterrupted sequence of powers of attorney), and if the request is given by a proxy, a copy of the proxy document signed by the shareholder or, by the persons authorized to represent that shareholder, documents mentioned in point (i) and (ii) above and a copy of the identification card, passport or any other official document confirming the proxy s identity or if the proxy is not an individual, a copy of an extract from the relevant register or another document confirming the authority of an individual(s) to represent the proxy at the EGM (e.g. unbroken sequence of powers of attorney) and an identification card, passport or any other official document confirming the identity of one or several individuals authorised to represent the proxy at the EGM. The terms of participating in the EGM via electronic means of communication are described in schedule No. 1 to this convocation notice. Selected EGM-related rights of shareholders One or several shareholders representing at least one twentieth of the share capital of the Company are authorised to: (i) (ii) Demand the placement of specific matters on the agenda of the EGM. Such a request should be delivered to the Company s Management Board no later than twenty-one days prior to the date of the EGM, i.e. by 24 November The request should contain the grounds therefor or a draft resolution concerning a proposed item on the agenda. The request may be delivered via to wza@netia.pl or sent by fax to the following number: [48] (22) Presenting to the Company in writing or via to wza@netia.pl or by fax to the following number: [48] (22) , before the date of the EGM, written draft resolutions concerning the matters on the agenda of the EGM or matters which are to be placed on the agenda. The above requests should be accompanied with the copies of the documents confirming the identity of the shareholder of the Company and/or the persons authorized to represent the shareholder, including: (i) (ii) (iii) (iv) a certificate or depository certificate issued by the entity which maintains the securities account in which the shares in the Company held by the shareholder are registered, confirming that the person is in fact the shareholder of the Company and that he holds at least one twentieth of the share capital. if the shareholder is an individual, a copy of the identification card, passport or any other official document confirming the shareholder s identity; or if the shareholder is not an individual, a copy of an extract from the relevant register or any other document confirming the authority of one or several individuals to represent the shareholder at the EGM (e.g. uninterrupted sequence of powers of attorney), and if the request is given by a proxy, a copy of the proxy document signed by the shareholder or, by the persons authorized to represent that shareholder with a copy of the identification card, passport or any other official document confirming the proxy s identity or if the proxy is not an individual, a copy of an extract from the relevant register or another document confirming the authority of an individual(s) to represent the proxy at the EGM (e.g. unbroken sequence of powers of attorney) and an identification card, passport or any other official document confirming the identity of one or several individuals authorised to represent the proxy at the EGM. At the EGM each shareholder of the Company present at the EGM may present draft resolutions concerning the matters on the agenda. 2

3 Manner of participation in the EGM and the exercise of voting rights A shareholder who is a natural person (an individual) may participate in the EGM and exercise voting rights either personally or through a proxy. Shareholders other than individuals may participate in the EGM and exercise voting rights by a person authorised by law or contract to make representations of will on its behalf (a representative) or by proxy. Shareholders have the right to participate in EGM by using means of electronic communication. The terms of participating in the EGM via electronic means of communication are described in schedule No. 1 to this convocation notice. EGM proceedings are in Polish language. An English language translator will be present at the meeting. If so requested by a shareholder, the session will be interpreted into English. The statute of the Company does not provide for the right to exercise voting rights by post. Registration of physical presence at the EGM Persons authorised to participate in the EGM are requested to register and to collect a voting tool directly in front of the meeting room half an hour before the start of the EGM. Registration of remote presence at the EGM The statute of the Company provides for the right to participate in the EGM, to take the floor at the EGM or to exercise voting rights via the use of means of electronic communication. Schedule No. 1 to this announcement contains the description of the above form of participation in EGM and the description of the on-line registration procedure. Power of Attorney A power of attorney must be made in writing or granted electronically. We hereby announce that according to the commercial companies code shareholders have the right to grant the power of attorney for representation at the EGM to the members of the Company s Management Board and Company s employees. The Company enables the usage of the proxy form, available on the Company s website, which allows to grant a power of attorney to the members of the Company s Management Board. A power of attorney granted electronically does not need to be signed with a secure electronically verified signature with the use of a qualified certificate. The electronic power of attorney should be deliver to the Company via to the following address: wza@netia.pl (or by fax to the following number: [48] (22) ) by despatching to the above address a.pdf file format version of the document of the power of attorney (or any other electronic format enabling it to be read by the Company) signed by a shareholder or, in the case of shareholders other than individuals, by the persons authorised to represent the shareholder. In order to identify the shareholder who granted the power of attorney notice of the granting of a power of attorney electronically should contain (as an attachment in the form of a.pdf file or any other format enabling it to be read by the Company): (i) (ii) if the shareholder is an individual, a copy of the identification card, passport or any other official document confirming the shareholder s identity; or if the shareholder is not an individual, a copy of an extract from the relevant register or any other document confirming the authority of one or several individuals to represent the shareholder at the EGM (e.g. uninterrupted sequence of powers of attorney). In the event of doubt as to the completeness, the reliability or the authenticity of the copies of the above mentioned documents, the Management Board of the Company reserves the right to demand that the proxy present the following at the time of making the attendance register: 3

4 (i) (ii) if the shareholder is an individual, a true and correct copy of the original certified as such by a notary or an entity authorised to confirm that a copy of an identification card, a passport or any other official document confirming the identity of the shareholder is a true and correct copy of the original; or if the shareholder is not an individual, an original or a copy of the original certified as true and correct by a notary or another entity having the authority to confirm that a document is a true and correct copy of an extract from the relevant register or any other document confirming the authority of one or several individuals to represent the shareholder at the EGM (e.g. unbroken sequence of powers of attorney). In order to identify the proxy, the Management Board of the Company reserves the right to demand from the proxy presentation of the following at the time of drawing-up the attendance register: (i) (ii) if the proxy is an individual, a copy of the identification card, passport or any other official document confirming proxy s identity; or if the proxy is not an individual, an original or a copy of the original certified as true and correct by a notary or another entity having the authority to confirm that a copy of an extract from the relevant register or another document confirming the authority of an individual(s) to represent the proxy at the EGM (e.g. unbroken sequence of powers of attorney) and an identification card, passport or any other official document confirming the identity of one or several individuals authorised to represent the proxy at the EGM. The forms referred to in Art of the CCC, authorising the proxy to exercise voting rights through a proxy are provided on the Company s website The Company does not require that the power of attorney be granted on such form only. Furthermore, the Management Board of the Company declares that if a shareholder grants a power of attorney with voting instructions, the Company will not verify if the proxies did exercise the voting rights in accordance with the instructions received from the shareholders. In light of the above, the Management Board of the Company stresses that the voting instructions should be delivered to the proxy only. The Company underlines that a shareholder using electronic means of communication bears the sole and exclusive risk related with the use of such means of communication, including the risk of communication breakdown, the risk of transmission delay and inability to execute shareholders rights due to technical difficulties and limitations connected with this form of participation in EGM. The notice of granting a power of attorney electronically and the written draft resolutions concerning the matters on the agenda of the EGM or matters which are to be placed on the agenda should be delivered to the Company no later than at the end of the day preceding the date of the EGM. The Company cannot guarantee that it will be able to verify the identity of shareholders presenting draft resolutions or granting a power of attorney on the date of the EGM. Materials relating to the General Meeting Any person authorised to participate in the EGM may obtain the full and complete text of the documentation and resolution drafts which have to be presented at the EGM, if no resolutions have been proposed, the comments of the Management Board or the Supervisory Board of the Company relating to the matters on the agenda of the EGM or the matters which are to be including on the agenda prior to the EGM, from the Company s website or from ul. Taśmowa 7a, Warszawa, between 10:00 and 16:00 hours. Other information All the information relating to the EGM will be available at the Company s website Moreover, the Management Board of the Company declares that any and all matters which are not covered by this announcement will be governed by the Commercial Companies Code and the statute of the Company. Therefore, the shareholders are asked to review the above regulations. 4

5 In case of any questions or doubts relating to participation in the General Meeting please contact with Legal Department, Contact Person: Rafał Wróblewski at tel or Magdalena Miara at tel , or or 5

6 Schedule No. 1 to the announcement on convening the Extraordinary General Meeting of Netia S.A. dated 15 December 2011 I. Remote voting system. The Company allows to participation in the EGM, without physical presence in the meeting hall, through an internet remote voting system, Remote Voting (the RVS ). The RVS enables persons to observe the live transmission, to execute the voting right remotely and to communicate with the meeting hall through text messaging. The detailed RVS user manual is presented on the Company s website: The login procedure for the RVS is made through the website: section Ład Korporacyjny - Walne Zgromadzenia Akcjonariuszy (Corporate governance General Meetings of Shareholders). Logging in the RVS is possible up to the time of the closing of the EGM and after registration process is made in accordance with point III below. The Company underlines that a shareholder using the RVS bears the sole and exclusive risk related with the use of such means of participation in the EGM. The Company reserves the right to verify the identity of persons registering in RVS in particular through verification of obtained forms or phone contact with a shareholder or his proxy. Shareholders who fulfill the above mentioned requirements will have ability to remotely participate in the EGM. II. Technical requirements. Computer with audio functionality with speakers or headphones. Operating system MS Windows recommended or alternative with installed audio tool which works with Windows Media Video format. Installed Web browser with activated JavaScript tool recommended MS Internet Explorer or Mozilla Firefox. Internet connection with a minimum bandwidth of 512 kbps. Screen 1024x768 pixels. Please note that during online transmission delays typical for video streaming over the web are possible. III. Registration requirements - login and access password to the RVS. To obtain an RVS login and password the shareholder or his proxy should perform the actions described in points A and C below. The company underlines that notifying the Company about the remote participation in EGM, described in point A below, can not be done earlier than the 25 th day before the EGM (i.e. no earlier than 20 November 2011). The activity of the registration described in the point C can not be done before receiving the confirmation from the Company described into the point B. A. The shareholder (personally or by proxy) should notify the Company, no earlier than the 25 th day before the EGM (i.e. no earlier than 20 November 2011) and no later than noon CET on the day preceding the EGM day (i.e. noon CET on 14 December 2011 ), with the relevant form enclosed below, concerning remote participation in the EGM: RVS Activation Form No.1 (designed for the shareholder), signed by the shareholder, should be send by to the Company to the wza@netia.pl address in.pdf format (or other format readable by the Company). To identify the shareholder, together with the RVS Activation Form No.1, should also be sent in.pdf format (or other format readable by Company): (i) if the shareholder is an individual, a copy of the identification card, passport or any other official document confirming the shareholder s identity; or (ii)if the shareholder is not an individual, a copy of an extract from the relevant register or any other document confirming the authority of one or several 6

7 individuals to represent the shareholder at the EGM (e.g. uninterrupted sequence of powers of attorney). RVS Activation Form No.2 (designed for a proxy), signed by a proxy, should be sent to the Company via to the following address: wza@netia.pl, in.pdf format (or any other electronic format enabling it to be read by the Company). In order to identify the shareholder, together with RVS Activation Form No.2 should be sent in.pdf format (or any other format enabling it to be read by the Company): (i) if the shareholder is an individual, a copy of the identification card, passport or any other official document confirming the shareholder s identity; or (ii) if the shareholder is not an individual, a copy of an extract from the relevant register or any other document confirming the authority of one or several individuals to represent the shareholder at the EGM (e.g. uninterrupted sequence of powers of attorney). In order to identify the proxy, together with RVS Activation Form No.2 should be sent in.pdf format (or any other format enabling it to be read by the Company): (i) the signed power of attorney; (ii) if the proxy is an individual, a copy of the identification card, passport or any other official document confirming proxy s identity; or (iii) if the proxy is not an individual, a copy of an extract from the relevant register or another document confirming the authority of an individual(s) to represent the proxy at the EGM (e.g. unbroken sequence of powers of attorney) and an identification card, passport or any other official document confirming the identity of one or several individuals authorised to represent the proxy at the EGM. B. After the verification of forms described in point A above, the Company will send to the person submitting the relevant forms an confirming that the start of the registration procedure described in the point C is possible. C. Procedure of the registration of a shareholder or proxy in the RVS. Gaining access to the RVS is preceded by the process of registration, which begins after receiving the confirmation from the Company (described in point B). The shareholder or the proxy are obliged to make registration action described in the point C before hour CET in the day before the EGM day, that is before hour CET 14 of the December of The registration begins on page and clicking on the icon marked Gain access for remote voting at the EGM. After performing the above step a person trying to gain access to the above system is asked to perform the following actions: 1. Filling out the electronic form containing the following fields: (forms are available for natural person and for legal entities): Data of the shareholder legal entity: - Name - Address - Phone - address Data of the shareholder natural person: - Full name - Address - Phone - address Data of the certificate of the right to participate in EGM: - Number of the certificate - Number of shares 2. Confirmation by pressing the Accept button. Subsequently the verification of correctness of the data in the form and again confirmation by pressing the Send button. The browser will show at this stage the summary report confirming that registration step was completed successfully: Operation 7

8 completed successfully. A message with information about next step in registration procedure was sent to given in the form.. 3. In the next step a special activation is sent to the previously provided address. This contains an activation link and instructions for next steps: Click the link to finish the registration procedure. A special form will appear in your default web browser. You will be able to create password for your RVS account. In read-only field you will see your login and previously declared number of shares. The link: 4. Using mentioned in point 3, the activation link should result in the displaying of the next form which contains the following fields: Login:.. Previously declared number of shares:... Password:... Confirm password:... The password must contain 8 characters, at least one capital letter and one digit. Acceptable characters are the letters from A to Z and the digits from 0 to After setting a password and approving it by clicking on Confirm password, the following message will be shown: Pre-registration in RVS completed. 6. The newly-created account will be active from the moment of it being verified by the Company. This fact will be confirmed with an sent to the shareholder/proxy. Pleas note that user account of Name of the Shareholder, full name of the proxy with the login name and the number of shares.. has been activated, and therefore using the login and password voting at the General Meeting of the Shareholders of Netia S.A. on date, time is possible. The following links are leading to the Remote Voting system and the instruction of the voting and the communication during the General Meeting: IV. Reservation to the usage of login and password to the RVS. Login and password authorize the registration at only one General Meeting. The Company underlines that a shareholder or a proxy bears the sole and exclusive risk related with the improper or unauthorized use of login and access password. 8

9 V. The RVS Activation Forms. RVS Activation Form No.1 I (We), the below signed, a shareholder (representative of a shareholder) of Netia S.A. with its registered seat in Warsaw, hereby declare that..... (shareholder s full name/ business name) (the Shareholder ) registered.. (number) shares in the Company, I (we) hereby notify that the Shareholder will participate remotely in Netia s Extraordinary Shareholders Meeting convened for December 15, 2011 (the EGM ).We accept the announced rules of participation in the EGM by use of the means of electronic communication. The number of the certificate on the right to participate in the EGM and the name of the institution issuing the certificate:. address:. Contact phone number:. Shareholder data / data of persons authorised to represent the Shareholder Name:... Company:... Function... Address: Name:... Company:... Function:... Address:... Signature of shareholder / persons authorised to represent the shareholder (signature) Place:... Date:... (signature) Place:... Date:... 9

10 RVS Activation Form No.2 I (We), the below signed, a proxy of the below identified shareholder (representative of a proxy) of Netia S.A. with its registered seat in Warsaw, hereby declare that..... (shareholder s full name/ business name) (the Shareholder ) registered.. (number) shares in the Company, I (we) hereby notify that the proxy of the Shareholder will participate remotely in Netia s Extraordinary Shareholders Meeting convened for December 15, 2011 (the EGM ).We accept the rules of participation in the EGM by use of means of electronic communication. The number of the certificate on the right to participate in the EGM and the name of the institution issuing the certificate:. address:. Contact phone number:. Proxy data / data of persons authorised to represent the proxy Name:... Company:... Function... Address: Name:... Company:... Function:... Address: Signature of proxy/ persons authorised to represent the proxy (signature) Place:... Date:... (signature) Place:... Date:... 10

11 Draft resolutions of the EGM RESOLUTION NO. 1 of the Extraordinary General Meeting of NETIA S.A. in Warsaw dated 15 December 2011 regarding election of the Chairman of the General Meeting The Extraordinary General Meeting hereby appoints [ ] as the Chairman of the General Meeting. Resolution No. 2 of the Extraordinary General Meeting of Netia S.A. dated 15 December 2011 regarding the redemption of the treasury shares (akcje własne) of the Company Pursuant to Article 359, 1 and 2 of the Commercial Companies Code, and 5B of the Statute of the Company, it is resolved as follows: 1 The Extraordinary General Meeting of the Company hereby resolves to redeem 9,775,000 (in words: nine million, seven hundred and seventy-five thousand) ordinary bearer series B shares in the Company of the nominal value of PLN 1 (one) each, acquired by the Company on the main market of the Warsaw Stock Exchange in the period from 17 August 2011 to 8 November 2011 for the purposes of redemption under the buy-back program relating to the Company s treasury shares which is being implemented on the basis of the authorization granted by resolution No. 18 of the Ordinary General Meeting of the Company dated 2 June The shares referred to in 1 above which were acquired by the Company for the total fee of PLN 49,512, (in words: forty-nine million, five hundred and twelve thousand, nine hundred and forty-five and 83/100) shall be redeemed. 3 The share capital of the Company shall be decreased by way of amending the Statute of the Company through the redemption of the shares and without observing the requirements stated in Article 456 of the Commercial Companies Code, according to Article 360, 2.2 of the Commercial Companies Code. The redemption of the shares shall be effective as of the decrease of the Company s share capital. 4 Resolution No. 3 of the Extraordinary General Meeting of Netia S.A. dated 15 December 2011 regarding the decrease of the Company s share capital 11

12 Pursuant to Article 455, 1 and 2 of the Commercial Companies Code, and in connection with Article 360, 1 and 2 of the Commercial Companies Code, it is resolved as follows: 1 In reference to the adoption of resolution No. 2 of the Extraordinary General Meeting of the Company dated 15 December 2011, the Company s share capital is hereby decreased by PLN 9,775,000 (in words: nine million, seven hundred and seventy-five thousand). 2 The share capital of the Company is decreased by way of redeeming 9,775,000 (in words: nine million, seven hundred and seventy-five thousand) ordinary bearer series B shares in the Company of the nominal value of PLN 1 (one) each, acquired by the Company on the main market of the Warsaw Stock Exchange in the period from 17 August 2011 to 8 November 2011 for the purposes of redemption under the buy-back program relating to the Company s treasury shares which is being implemented on the basis of the authorization granted by resolution No. 18 of the Ordinary General Meeting of the Company dated 2 June The share capital of the Company is decreased without observing the requirements of Article 456 of the Commercial Companies Code, in accordance with Article 360, 2.2 of the Commercial Companies Code. 3 The objective of the decrease of the Company s share capital is to adjust the value of the Company s share capital to the nominal value of all the Company s shares remaining after the redemption of the 9,775,000 (in words: nine million, seven hundred and seventy-five thousand) ordinary bearer series B shares in the Company as provided in resolution No. 2 of the Extraordinary General Meeting of the Company dated 15 December The amount obtained from the share capital decrease, i.e. PLN 9,775,000 shall be transferred to the separate supplementary capital (osobny kapitał rezerwowy) of the Company established in accordance with Article 457, 2 of the Commercial Companies Code. Resolution No. 4 of the Extraordinary General Meeting of Netia S.A. dated 15 December 2011 regarding the establishment of the supplementary capital of the Company Pursuant to Article 457, 2 of the Commercial Companies Code, in connection with Article 360, 2.2 of the Commercial Companies Code, it is resolved as follows: 1 In reference to the adoption of resolution No. 3 of the Extraordinary General Meeting of the Company dated 15 December 2011, the Company shall establish a separate supplementary capital which will be credited with the sum of PLN 9,775,000 from the decrease of the Company s share capital. The resolution shall come into force as of the day of registration of the Company s share capital decrease in the register of business entities of the National Court Register. 2 12

13 Resolution No. 5 of the Extraordinary General Meeting of Netia S.A. dated 15 December 2011 regarding the amendment of 5 of the Company's Statute The Extraordinary General Meeting of the Company hereby resolves to amend the Company s Statute by adopting the following wording of paragraph 5: 5 The share capital shall consists of series A, A1, B and the shares issued within the scope of the conditional share capital of series K and L. All the shares have the nominal value of PLN 1.00 (in words: one) each. The series A, A1 and B shares form the share capital of PLN 379,563,353 (in words: three hundred and seventy-nine million, five hundred and sixty-three thousand, three hundred and fifty-three) which is divided as follows: (a) (b) (c) 1,000 ordinary registered series A shares; 1,000 preferred registered series A1 shares; 379,561,353 ordinary bearer series B shares. Justification of resolutions 2-5. Resolutions no. 2-5 will be adopted in connection with the completion of the Buy-Back Program (current report no. 60/2011). Resolution No. 6 of the Extraordinary General Meeting of Netia S.A. dated 15 December 2011 regarding the adoption of the amended and restated version of the Company's Statute The Extraordinary General Meeting of the Company hereby resolves to adopt the following new amended and restated wording of the Company s Statute: UNIFORM WORDING OF THE STATUTE OF NETIA S.A. I. GENERAL PROVISIONS 1. The name of the Company shall be Netia Spółka Akcyjna. The Company may use an abbreviation of its name: NETIA S.A. The seat of the Company shall be the Capital City of Warsaw. 2. The Company may establish divisions, branches, plants and representative offices and other entities, and may also participate in other companies in Poland and abroad

14 The scope of activity of the Company shall be: a) design, manufacture and use of internal (company internal and other) telecommunication systems; b) design and introduction of new telecommunication designs and techniques; c) provision of telecommunication services within the scope of internal (company internal and other) telecommunication systems; d) manufacturing and leasing of telecommunication equipment; e) conducting domestic trade; f) conducting imports in connection with services offered by the Company, its shareholders and business partners; g) conducting exports of services provided by the Company; h) export and import of telecommunication equipment; i) rendering telecommunication services; j) export and import shall not include goods, the trade of which requires a concession; k) organizing and implementing commercial undertakings individually or together with other entities, including undertakings within the scope of construction for housing purposes, including the sale, rental and management of buildings and parts thereof; l) l) undertaking and managing commercial ventures by means of holdings and equity stakes held by the Company, including granting and obtaining loans and guarantees as part of the holding structure; m) granting loans and credit facilities to entities whose shares the Company holds directly or indirectly. The founders of the Company are: INTERNATIONAL COMMUNICATION TECHNOLOGIES Inc., with its seat in Los Angeles, USA; 2. GRUPA INWESTYCYJNA NYWIG Sp. z o.o., with its seat in Warsaw; 3. PROMACO Sp. z o.o., with its seat in Warsaw; 4. UNITRONEX CORP., with its seat in Wooddale, Illinois, USA; 5. TOWARZYSTWO ROZWOJU TELEKOMUNIKACJI, with its seat in Warsaw; 6. METRONEX S.A., with its seat in Warsaw; 7. Andrzej Radzimiński; 8. Aleksander Szwarc; 9. Donald Mucha; 10. Krzysztof Korba; 11. Jacek Słowakiewicz; 12. Marian Benda; 13. Janina Kopacka; 14. Leopold Benda; 15. Edward Jędrzejowicz; 16. Andrzej Wawrzeńczak; 14

15 17. Ryszard Lewandowski; 18. Grzegorz Górski; 19. Zbigniew Przybyszewski; 20. Bogusław Chmielewski; 21. Jan Drobiecki; 22. Władysław Baliński; 23. Janusz Błaszczak; 24. Jerzy Dygdoń; 25. Grzegorz Figlarz; 26. Tadeusz Gruszka; 27. Zbigniew Hayder; 28. Roman Jarocki; 29. Jerzy Kantorski; 30. Anna Kasowicz; 31. Marian Kołosiński; 32. Janusz Krzysztofiński; 33. Zofia Ledwoś; 34. Andrzej Piątkowski; 35. Stanisława Sobierańska; 36. Elżbieta Zandecka; 37. Andrzej Wadecki; 38. Frederic Henri Chapus. II. SHARE CAPITAL AND SHARES 5. The share capital shall consists of series A, A1, B and the shares issued within the scope of the conditional share capital of series K and L. All the shares have the nominal value of PLN 1.00 (in words: one) each. The series A, A1 and B shares form the share capital of PLN 379,563,353 (in words: three hundred and seventy-nine million, five hundred and sixty-three thousand, three hundred and fifty-three) which is divided as follows: (a) (b) (c) 1,000 ordinary registered series A shares; 1,000 preferred registered series A1 shares; 379,561,353 ordinary bearer series B shares. 5A 1. The conditional share capital of the Company shall amount to no more than PLN 26,885,043 (in words: twenty-six million, eight hundred and eighty-five thousand and forty-three) and is divided as follows: (a) (b) 13,258,206 ordinary bearer series K shares; 13,626,837 ordinary bearer series L shares. 15

16 2. The holders of series "K" shares shall participate in dividends payable by the Company, provided that the series "K" shares are issued to the Shareholders of the Company on or before the record day for the dividend payments set forth in the relevant resolution of the Annual General Meeting. 3. The pre-emptive rights of the Company's current Shareholders with respect to series "K" shares shall be excluded. 4. The right to acquire up to 18,373,785 (eighteen million, three hundred and seventy-three thousand, seven hundred and eighty-five) ordinary bearer series "K" shares shall be granted to the employees, consultants, and board members of the Company and its subsidiaries pursuant to a performance stock option plan to be adopted for the Netia Group by the Company s Supervisory Board; this right may be implemented by executing the priority right to subscribe for the shares (warrant) attached to the bonds with the priority right to acquire shares issued by the Company based on Resolution No. 2 of the General Shareholders Meeting of April 4, 2002 (the Bonds ). 5. The priority rights to acquire series "K" shares (warrants) may be exercised not later than on December 31, 2012, unless, subject to the Supervisory Board s approval, the Management Board shortens the period for the execution of the priority right to acquire series "K" shares (warrant) pursuant to a performance stock option plan to be adopted by the Company s Supervisory Board for the Netia Group. 6. Subject to: (i) the provisions of the performance stock option plan to be adopted by the Company s Supervisory Board for the Netia Group, (ii) the provisions of Resolution No. 2 of the General Shareholders Meeting of April 4, 2002 concerning the issue of Bonds with a priority right to acquire shares, as well as the detailed terms and conditions of the Bond issue set forth on the basis of that Resolution and (iii) the approval of the Company s Supervisory Board; the Company s Management Board shall be authorised to: i) determine the detailed terms and conditions for subscribing for series "K" shares and the division of series "K" shares into tranches; ii) iii) iv) determine the issue prices of series "K" shares separately for each tranche; execute agreements with entities authorized to accept subscriptions for shares, and to determine the places and dates of the subscription for series "K" shares; execute agreements, whether or not providing for a contractual fee, aimed at securing a successful subscription for series "K" shares, for the benefit of the entities referred to in 5A section 4 of the Company s Statute, in particular, a trust deed and/or any standby or firm-commitment underwriting agreement(s). 7. The conditional share capital referred to in 5A, section 1(a) of the Statute is established in order to grant the right to subscribe for the series K shares to the employees, collaborators, members of the Company s Management Board and its affiliates who become authorised to acquire such shares in accordance with the terms of the performance stock option plan which has been adopted by the Company s Supervisory Board for the Company and the companies in the Company s group. 8. The conditional share capital referred to in 5A, section 1(b) of the Statute is created for the purposes of granting the right to subscribe for the series L shares to the holders of the series 1 subscription warrants issued on the basis of the resolution No. 26 of the Ordinary General Meeting of the Company dated 26 May The right to subscribe for the Series L shares may be exercised by no later than 26 May B 1. Shares of the Company may be redeemed based on a resolution of the General Shareholders Meeting. 2. The Company may redeem its shares only upon the consent of the shareholder (voluntary redemption). 16

17 3. The General Shareholders Meeting may authorise the Management Board to purchase the Company s shares from the shareholders for the sake of their future redemption. 1. Shares of the Company may be registered shares and bearer shares Bearer shares may not be transformed into registered shares. 3. Preferred registered series A1 shares shall give their holders such rights as defined in 15.2 of the Statute. The transfer of any preferred registered series A1 shares shall result in the loss of the preferences referred to in 15.2 of this Statute. Registered series A1 shares may be transformed into bearer shares. 7. The share capital may be increased by way of an issue of registered or bearer shares against cash and in-kind contributions or by increasing the nominal value of existing shares. III. OTHER CAPITAL AND FUNDS 1. Besides the share capital the Company establishes the following capital and funds: a) the spare capital; b) the reserve capital; c) the employee social benefits fund. 2. Other funds may be established under resolutions of the General Shareholders Meetings The Company may issue bonds, including convertible bonds and other securities within the scope allowed by the applicable provisions of law. The bodies of the Company shall be: 1. the General Shareholders Meeting; 2. the Supervisory Board; 3. the Management Board. IV. COMPANY AUTHORITIES The Management Board shall convene the Annual Shareholders Meeting not later than six (6) months following the end of the financial year. 11. The General Meetings of the Shareholders shall be convened by an announcement on the company s website and in the manner defined for disclosing current information in compliance with the relevant regulations governing public offering and the terms of introducing financial instruments to organised trading and on public companies or otherwise as will be provided in a relevant time and on relevant conditions as provided by applicable provisions of law Unless the provisions of the Commercial Companies Code or this Statute provide otherwise, resolutions of the General Shareholders Meeting shall be adopted by an absolute majority of votes cast (abstentions shall be counted as votes cast). 2. Resolutions on a Company merger, Company dissolution or transfer of the Company s enterprise or a material part thereof shall be adopted by a 3/4 majority of the votes cast. 17

18 3. Resolutions on withdrawing the Company s shares from public trading, or on de-listing the Company s shares from the Warsaw Stock Exchange, or on a merger having the same effects, shall be adopted by a 4/5 majority of the votes cast. Those voting must represent at least 1/2 of the Company s share capital Resolutions of the General Shareholders Meeting shall be required in matters provided for in the Commercial Companies Code, and in particular regarding decisions on the division and distribution of profit. No approval of the General Shareholders Meeting is required for the purchase or sale of the ownership or the perpetual usufruct right to real estate or any share in such rights, irrespective of the value of such transaction. 2. The Management Board shall submit proposed General Shareholders Meeting resolutions for a prior opinion of the Supervisory Board of the Company. Such draft resolutions shall be delivered to Supervisory Board members not later than 10 (ten) days prior to the scheduled date of the General Shareholders Meeting. If the Supervisory Board fails to give its opinion on any proposed resolution at least one (1) day before the scheduled date of the General Shareholders Meeting, the Supervisory Board shall be deemed to have not given its opinion. A negative opinion or the lack of an opinion of the Supervisory Board shall not hinder the adoption of such resolution by the General Shareholders Meeting The Shareholders may participate in the General Meeting of the Shareholders and exercise their right to vote in person or through proxies. 2. The General Meeting of the Shareholders may adopt the by-laws of the General Meeting of the Shareholders which specify the rules governing the operation of the General Meeting of the Shareholders. 3. The Shareholders may participate in the General Meeting of the Shareholders via electronic communications means. The Management Board of the Company is authorized to determine the detailed rules of such manner of shareholder participation in the General Meeting of the Shareholders including the requirements and restrictions necessary to identify the shareholders and provide safety of electronic communication The Supervisory Board shall consist of up to nine (9) members. Except as otherwise provided in this Section, members of the Supervisory Board shall be appointed and dismissed by the General Shareholders Meeting for a term of office of five (5) years. 2. One (1) member of the Supervisory Board shall be appointed and dismissed by the holders of series A1 shares; provided that such privilege has not expired pursuant to 6.3 above and, following such expiry, such member shall be elected by the General Shareholders Meeting and shall qualify as an Independent Member (as defined below). 3. At all times at least two (2) of the Supervisory Board members shall be independent members (the Independent Member ). An Independent Member is a person who: (i) is not an executive officer of the Company or any of its subsidiaries or of any Affiliate of the Company, and is not a member of the immediate family (or does not have a similar relationship) with any such person; (ii) does not have a business or professional relationship with the Company or any of its subsidiaries that is material to the Company or such person; (iii) does not have an ongoing business or professional relationship with the Company or any of its subsidiaries, whether or not material in an economic sense, which involves continued dealings with management of the Company such as the relationship between the Company and its investment bankers or legal counsel; (iv) is not an employee of the Company or any of its subsidiaries or of any Affiliate of the Company or is not a member of the immediate family (or does not have a similar relationship) with any such person; (v) is not an employee of any shareholder or any Affiliate of any shareholder holding more than 5 (five) % of issued share capital of the Company or any of its subsidiaries or of any Affiliate of the Company or is not a 18

19 member of the immediate family (or does not have a similar relationship) with any such person; or (vi) does not have a business or professional relationship with any shareholder or any Affiliate of any shareholder holding more than 5 (five) % of issued share capital of the Company or any of its subsidiaries that could have significant impact on the ability of such person to make impartial decisions. In this Statute: Affiliate shall mean any firm, company or corporation which, directly or indirectly, controls, is controlled by or is under common control of the Company; a subsidiary shall mean an entity in which the Company holds more than 50% (fifty) of the voting stock or has the right to appoint at least 50% (fifty) of the members of the management board or supervisory board (or similar governing or supervisory authority) of such entity; an Executive Officer shall mean members of the Management Board of the Company, liquidators, chief accountant of the Company, in-house legal counsel and all persons responsible for managing the Company and reporting directly to the Management Board. 4. The Chairperson and the Vice-Chairperson of the Supervisory Board shall be elected by the Supervisory Board from amongst the members of the Supervisory Board in a simple majority vote. The Vice-Chairperson of the Supervisory Board shall perform the functions of the Chairperson of the Supervisory Board set forth in this Statute in case the mandate of the Chairperson of the Supervisory Board expires for any reason until a new Chairperson of the Supervisory Board is elected, as well as during their illness or when they are temporarily unable to fulfill their duties. The Chairperson shall have the casting vote in the event of a deadlock among the members of the Supervisory Board. In addition, the Chairperson shall have the right to call and preside over meetings of the Supervisory Board and other procedural rights normally associated with such office. 5. Meetings of the Supervisory Board shall be convened at least once every quarter. The Chairperson shall also convene meetings of the Supervisory Board at the written request of the Management Board of the Company or any member of the Supervisory Board. 6. The members of the Supervisory Board may be remunerated for serving as Supervisory Board members. The General Shareholders Meeting should adopt the Rules of Remunerating Supervisory Board Members The powers of the Supervisory Board shall include general supervision of the activities of the Company. Resolutions of the Supervisory Board shall be required in matters provided for in the Commercial Companies Code and Paragraph 3 of this Section. 2. Save as prescribed otherwise in this Statute all resolutions of the Supervisory Board shall be adopted by an absolute majority of votes cast in favour of such resolution (abstentions being counted as votes cast). 3. Subject to the provisions of paragraph 16.4 below, a resolution of the Supervisory Board shall be required in the following matters: a) presentation to the Company s General Shareholders Meeting of a written report on the results of the Supervisory Board s examination of: i. the financial statements; ii. iii. the Management Board report; and the Management Board s recommendations with respect to the distribution of profits or coverage of losses. b) the issuance of by-laws for the Management Board and the appointment and removal of the members of the Management Board, setting or changing the compensation and defining other terms and conditions of employment of the Management Board members, as well as setting and changing any incentive plan for the Management Board members and other key employees; c) approval of business plans and budgets for the Company; 19