Fastest growing telco in Poland - Netia SA

Investment propositionPoland’s fastest growingtelco consolidatingthe market• Revenues at ~PLN 2.2bn and Adjusted EBITDA at ~25% margin with FCF at ~11% (Pro Forma)• Modest leverage of 1.0x pro-forma EBITDA following another wave of transformational M&A in 2011• Dynamically growing scale after exit from equity interest in the fourth mobile operator P4 and Tele2Polska acquisition in 2008 followed by Dialog and Crowley takeovers in 2011• Fully restructured stand alone operations with optimized cost base (extra 4pp on EBITDA margingained in 2010) with a view to further improve profitability from integration synergies• Actively consolidating the local broadband market with 30+ Ethernet acquisitions since 2007RGU-drivenstrategy with focus onmulti-play services• 2.8m services in Poland, of which 1,745k fixed voice and 912k fixed broadband• 14.4% market share in fixed broadband and 19.9% market share in fixed voice• Strong focus on 2play and 3play through delivery of integrated telco and media solutions• 51k TV clients, 82k mobile broadband and mobile voice services together• 786k homes passed within the reach of NGA (50 Mbs+) in 2011 (28k clients)Leveraging own networkscale and regulatoryopportunities• Almost 5k km of fiber backbone and 4.5k km of fiber metro rings underpin all operations• 46% broadband clients and 38% voice clients served end-to-end over Netia’s own network• Market leader in roll-out of LLU (over 700 nodes unbundled, ~184k clients)• Uniquely strong position in regulated access (voice WLR and broadband BSA)• Synergistic network assets allowing to render services in B2C and B2B modesNote: Including Dialog Group and Crowley Data Poland, Pro-forma figures for 2011FYinvestor.netia.pl 5

Customer base and market sharesRevenues, EBITDA and OpFCF developmentPLN m2,5002,0001,5001,0005000-500838Adoption ofbroadband-driven strategy1,1211,506 1,569 1,619304 359 408171 171160 174-74 -77 572,1852007 2008 2009 2010 2011 2012FRevenues Adjusted EBITDA OpFCFBroadband and voice subscribersCAGR 2007 – 2011: Revenues +18%CAGR 2007 – 2011: Adj.EBITDA+24%600300Fixed broadband market share (quarterly)(k)7,0006,0005,0004,0003,0002,0001,00003,8814,1024,2534,4744,6964,8324,9635,1105,2605,3705,455Fixed voice market share (quarterly)CAGR 2007 – 2011: Netia +12%CAGR 2007 – 2011: Total market+3%28% 29% 30% 32% 34% 35% 35% 37% 38% 38% 39% 40% 41% 42% 42% 43% 44% 44% 45% 45%3% 3% 4% 5% 5% 6% 7% 8% 8% 9% 9% 10% 11% 11% 11% 11% 12% 12% 12% 14%1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 115,590Total market broadband subscribers Netia's market share Penetration of households5,7205,8105,8956,0256,1056,1656,2356,32550%40%30%20%10%0%(‘000)2,0001,5001,0005000CAGR 2007 – 2011: Broadband subs +43%CAGR 2007 – 2011: Voice subs +43%218422Tele2 Polskaacquisition4141,0665591,158690Dialog & Crowleyacquisitions1,2199122007 2008 2009 2010 20111,745(k)12,00010,0008,0006,0004,0002,000011,00010,90010,80010,70010,80010,70010,70010,60010,45010,35010,200CAGR 2007 – 2011: Netia +8%CAGR 2007 – 2011: Total market-1%79% 78% 77% 76% 77% 76% 76% 76% 75% 74% 73% 72% 71% 69% 68% 66% 65% 65% 64% 63%20%4% 4% 4% 4% 4% 5% 10% 10% 11% 11% 11% 12% 12% 12% 13% 13% 13% 13% 13%1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 1110,0509,9009,6509,5009,3009,1509,0508,9008,75090%80%70%60%50%40%30%20%10%0%Broadband subscribersVoice subscribersTotal market fixed voice Netia's market share Penetration of householdsNote: For discussion purposes only, more detailed information for reference can be found in Netia Group’s quarterly and annual financial statements and press releasesSource: Companyinvestor.netia.pl 61 Adjusted OpFCF excluding one-off New Netia integration capex

Products and offeringResidential• Customers served over own network (copper and Ethernet) andregulated access (LLU, BSA, WLR)• Focus on bundles, especially 3play services (BB+V+IPTV)complemented by mobile broadband and VAS• Fixed broadband offered on the ‚best effort’ basis (highest feasibletransfer speed) and mobile broadband with 2/4 GB download limit• Netia Spot – an innovative Wi-Fi home router solution• Netia Player – a multimedia STB (incl. a router and an IPTV/DTTdecoder functions) with content, widgets and multi-sharing• Personal TV including HBO GO content (over-the-top solution)• E-store and variety of value-added solutions (incl. virtual disc,antivirus, fax-server, email and other functionalities)Corporate• Customers served primarily over Netia’s own network (capex drivenend-to-end connection to the client’s premises)• Offered services dedicated to all main industrial sectors, includingfinance & banking, public administration, real estate, FMCG,transport & logistics, construction, power supply, contact centresand media• Data transmission (IP VPN, MPLS., MetroEthernet)• Voice (ISDN/POTS, SIP Trunk)• Co-location services• Intelligent network services• NGN (IntegralNet – virtual PABX)SoHo & SME• Customers served over own network (copper and Ethernet) andregulated access (LLU, BSA, WLR)• Focus on business bundles with two main packagesCarrier• One Office (up to 10 employees)• Business Office (10 employees and more)• Unified communications solutions• Focus on 2play services (BB+V)• Similar offered services to those in Residential plus moreadvanced business-friendly solutions including PABX, IP phones,call centre or teleconferencing• Cloud and P2P solutions to play an important role in future• Opportunistic wholesale deals leveraging Netia’s own backbonenetwork and metro fibre rings in major Polish cities• Voice termination• Tele-housing• Duct and dark fibre lease• IP transit• MPLS• Dedicated services for Internet Service Providers:• BDI, Metro Ethernet• Leasing of infrastructureinvestor.netia.pl 9Source: Company

Market overviewFixed line voice 1• Total market of 8.8m lines (-6% y-o-y)• Penetration of households at ~63%• Traditional services rendered based onPOTS / ISDN protocols with quicklyincreasing volume of VoIP protocol basedsolutions• ARPUs ranging between operators fromPLN 30 to PLN 50 for large or unlimited callbundles• Netia’s market share at 19.9% volume-wiseincluding ~656k services on own coppernetwork and ~1,1m services over regulatedwholesale WLR (962k) and LLU (126k) accessMultimedia3,1%UPC4,2%Others8,5%Key market playersNetia19,9%TP Group64,3%Mobile (voice and broadband) 3• 49.4m SIM cards in total (voice + data, post- andpre-paid) (+7% y-o-y)• Penetration of population at ~130% (SIM cards), 3Gcoverage at ~67% and smartphone penetration at~13% (2010YE)• ~2.5m dedicated post-paid mobile broadband SIMcards (dongles)• Fixed-to-mobile broadband substitution levelrather low mainly related to lack of fixed lineinfrastructure (mainly in rural areas)• Mobile broadband speeds today significantlylower compared to fixed broadband and with adownload limit (rechargeable with an extra fee)• LTE roll-out rather minor at this stage in Poland• Netia has ~30k mobile broadband and ~52kmobile voice services todayKey market playersin mobile broadbandPlus25,6%Others2,8%Play19,9%T-Mobile26,0%Orange25,8%Fixed line broadband 1• Total market of ~6.3m subscribers (+5% y-o-y)• Penetration of households at ~45%• ARPUs ranging between operators fromPLN 40 to PLN 50 for 2-16Mb offer dependingon competitive environment and technology• Expected to continue to be the maininternet access type in Poland through 2014 2• Netia’s market share at14.4% volume-wiseincluding ~ 416k services on own networks(copper, Ethernet, PON) and ~496k services overregulated wholesale BSA (311k) and LLU (184k)accessUPC12,3%Multimedia6,3%Key market playersOthers24,7%TP31,7%Vectra5,2%Orange5,4%Netia14,4%Pay TV• Total market of ~11.5m households(+5% y-o-y)• Penetration of households at ~77%• SAT and CATV represent 57% and 35% of allaccess types, respectively• ARPUs ranging between operators from PLN 30to PLN 60 for a stand alone offer comprising 30-80 channel package including premium offer• Digital terrestrial FTA TV (DVB-T) and plannedanalogue switchover to DTT in 2014 countrywide will eliminate low end packageincentives for many customers• As at YE 2011 Netia and Dialog served jointly 51kIPTV customersKey market playersMultimedia8,3%CyfrowyPolsat40,9%Aster4,5%UPC13,0%TP1,5%Cyfra+18,3%n13,4%investor.netia.pl1 Status as of 4Q 2011 2 Source: Analysys Mason, 2008 3 Status as of Q3 2011 except for estimate for dedicated post-paid data SIM cards (H1 2011)10

Netia leverages own network and regulatory accessopportunites to maximise growth potential in all segmentsOwn networksStrong assets base• Backbone fiber network of approximately 5,000km• Metro fiber network of approximately 4,450km• Own duct pipe of approximately 3,200km• Typical capacity 72j• Metropolitan fiber infrastructure in 44 biggest cities of Poland• Over 40 C/DWDM sites in all major cities• Alcatel based SDH network (1500+ SDH sites with STM -16 and STM -64)• Two independent networks carrying all packet traffic• Carrier Ethernet and Metro Ethernet for L2 services• 30 Ethernet nodes with 10Gb uplink• 150 Ethernet nodes with 1Gb uplink• 550+ ADSL nodes with 1Gb uplink• IP core network for other services• 15 Core IP nodes with 10Gb uplink• 4 POI with International IP Transit Providers• 5 Collocation Centers (Tier III class)• International point of interconnect in Cieszyn (route to Prague and Frankfurt)• One homogenous management system with end-to-end provisioningcapabilitiesRegulatory accessLLU model offers excellent opportunities• NETIA Netia bills controls 2play services revenues delivered for voice over and DSLAM 4Mb/s (i.e., Internet speeds, service Value at Added ~ 61 PLN 1• Services Netia pays like TP IPTV, 22 PLN VOD, monthly PVR ) line rental fee• At Gross the margin end of Q3 64% 2011 Netia served 175k LLU clients (an average of 260 clients• / Netia node) has to invest in its own DSLAM (~200K PLN / node)LLU • NETIA roll-out controls services delivered over DSLAM• Target • to unbundle Speeds 5.0m TP lines with 700 DSLAM in 2008-2011• Value Added Services like IPTV, VOD, PVRRegulated BSA/WLR access strategy• Single TP offers play Voice customers & 2 Mb/s represent Internet a for base ~76 for PLN cross 1 selling• Migration Netia bills of voice 1play and (BSA) Internet customers for ~ 72 to PLN higher 1 margin LLU services (shared LLU)• began Netia pays in Q2 to 2009 TP ~26 PLN for Internet and 20 PLN for WLR• Migration TOTAL cost of ~ 2play 46 PLN customers to full LLU access from November 2009• 100k Gross clients margin migrated 36% in total by the end of Q3 2011• Netia does not invest in DSLAM• Netia can only resell services offered by TP i.e. bandwidthsPlanned evolution of Netia clients by technologyConsolidation opportunities in Ethernets• Netia controls all elements of access network =• no Netia „last mile” controls access all elements fees to third of access partiesnetwork =• Potential no „last for mile” ARPU access increase fees to when third introducing parties VoIP services (up-selling)• • Synergies Average from Internet the acquired ARPU at ~ Ethernet 43 PLN networks (scale, infrastructure,• organization) Potential for leading ARPU increase to the improvement when introducing of results VoIP after services acquisition• • Organic Synergies growth from through the acquired increased Ethernet penetration networks of (scale, acquired infrastructure, homes passed(approximately organization) 523k) leading to the improvement of results after acquisition• • Investment Fast client dedicated service – Internet to services activation upgrade and and maintenancecoverage expansion• Gross profit margin of ~ 70%ADSL / ETTHBSALLUETTHCuVDSL / ADSLVDSLVDSL / ADSLETTHVDSLFTTxADSLBSANGAleaseLLUETTHNGAown networkCu2010 20201 Based on a standard comparable 2play contract, for illustrative purposes onlySource: Companyinvestor.netia.pl 13

Nie można obecnie wyświetlić tego obrazu.Positive regulatory changes since 20062006 pre regulatory access Q4 2011 with regulatory accessHouseholds(14.2m)SOHO/SME (1.2m) Corpo (30k)Households(14.2m)SOHO/SME (1.2m) Corpo (30k)TP 10.1m Voice + 1.7m BroadbandNetia 398k Voice + 60k BroadbandTP 1 5.6m Voice + 2.3m BroadbandNetia 962k WLR, 311k BSA, 184k LLUOther altnets 508k WLR, 55k BSA, 2k LLUNetia 656k Voice + 416k BroadbandOther altnets 1.0m Other altnets 1.3mNetia addressable market today is:• 7.3m active TP lines plus dormant lines• 656k Netia own lines (1m homes passed)• WiMax national license• Ethernet networks acquisitions (603k homes passed)Regulated access monthly feesFull LLU costs(Internet + voice)Shared LLU costs 3(Internet)PLN 22PLN 5.81Fee frozen until Q4 2012Fee frozen until Q4 2012Voice wholesale cost (WLR)PLN 20Fee frozen until Q4 2012Internet wholesale cost (BSA)‘Cost plus’ formulasubject to marginsqueeze test0.5 Mb/sPLN 19.05 21 Mb/sPLN 21.22 22 Mb/sPLN 25.66 26 Mb/sPLN 26.76 210 Mb/sPLN 29.73 220 Mb/sPLN 32.70 21 TP lines in retail (excluding wholesale to altnets) Source: Company, TP, UKE, press releases2 The amount of a wholesale charge can be lower but cannot be increased by the end of 2012investor.netia.pl3 A client should have an active voice service or pay a line maintenance fee of PLN 30 gross14Source: Company

Nie można obecniewyświetlić tegoobrazu.Dialog and Crowley acquisitions• On December 14th and 16th Netia closed two significant acquisition transactions• Telefonia Dialog Group for EV 880m PLNEV/EBITDA 2011 6.7x stand alone or EV/EBITDA 2011 4.1x including full annualized synergies• Crowley Data Poland for EV 98m PLNEV/EBITDA 2011 7.0x stand alone or EV/EBITDA 2011 2.8x including full annualized synergies• Management is confident in its synergy projections to deliver more than 106m PLN in annual synergies by 2014, which isbeing further refined during the on-going detailed integration planning• Final synergy targets to be announced along with Q1 2012 results release• Both acquisitions fully in line with Netia’s Strategy 2020 which will now be adjusted to accommodate new group’s potentialfor further growth• Telefonia Dialog Group: Home segment expansion, IPTV competences and platform, MVNO with Polkomtel• Crowley Data Poland: Corporate and SME segments ‘ booster, acquired entrepreneurial team, LMDS technology• Objective to utilize surplus cash fully delivered• PLN 328m of own cash funds invested in the two acquisitions• PLN 49m of the open market buyback of 2.5% of shares completed in H2 2011• Pro-forma 2011 net debt post acquisition at comfortable level of 1.0x Adjusted EBITDA (for consolidated pro-forma 2011)• Projected boost to profitability and cash generation will make New Netia a sizeable European altnet with circa2.8 million unique services (RGUs) in Poland and appetite for further in-market consolidation supported by significant furtherborrowing capacityinvestor.netia.pl 15

Integration of Dialog and Crowley into New Netia group• 1 st phase - Integration Planning (completed) Definition of operational and strategic assumptions for the integration process Confirmed quick-win synergies Finalized nominations of key directors (N-1 level)• 2 nd phase –„the first 100 days” in progress– Execution of quick-win synergies– Nominations of level N-2 and N-3 level managers, organizational structure and location decisions– Planning the detailed implementation of integration initiatives and related synergies (to be executed starting from H2 2012)• 3 rd phase – Implementation of all other synergy projects• The integration process is supported by external consultants from the Boston Consulting Group and the Scherer Leadership InternationalIntegration process - timelineIntegration process – teaminvestor.netia.pl 16

Contemplated timeline of the delivery of the planned synergiesTimeline for extraction of synergies and integration spendings (cash flow impact)For illustrative purposes onlyPLN 106mSynergies 2012 Integration costs 2012 Synergies 2013 Integration costs 2013 Synergies 2014 Integration costs 2014 Full annualised targetsynergiesKey focus and synergy sources for 2012 Key focus and synergy sources for 2013 Key focus and synergy sources for 2014Focus Sources Focus Sources FocusSources• Optimisation• Quick-wins(marketing,procurement)• Increasingefficiency• Offerconsolidation• Marketing• Procurement• Salescommissions• Printing housesynergies• IP transit• Network leases• Serviceagreements• Support functions• Complete ITmigration• Operatingsynergies• Increasingefficiency• Elimination ofduplicateplatforms• Networkintegrations• Termination oflease agreements• Networksynergies• Contact centeroptimization• E-invoice• Marketing• Procurement• CRMMigrations /ArchitectureProject• Networkmigrations• Customerservice• Procurement• 2012 Integration Opex up to PLN 50m (one-off)• 2012 Integration Capex up to PLN 30m (one-off)• Additional non-cash impacts possibleinvestor.netia.pl 17

2012 Guidance and Strategic Financial Goals2012 Full Year Guidance Strategic Financial Goals (Until 2020)Number of services (RGUs) (’000) 2,900Revenues (PLNm) 2,185Adjusted EBITDA (PLNm) 600EBITDA margin (PLNm) 27.5%Adjusted EBIT (PLNm) 125Capex (excl. integration outlays) PLNm) 300Adjusted OpFCF (PLNm) 300The above financial guidance excludes the impact of one-offintegration costs and one-off integration capexIntegration Opex (PLNm) up to 50Integration Capex (PLNm) up to 30Progressive growth in the total number of services (RGUs)Services per subscriber to reach 2.0x (RGUs per sub)Continuously increasing value share in the fixed telco marketEBITDA margin in 27% - 29% range throughoutCapex to sales ratio to stay below 15% duringnetwork upgrade (2012 – 2013) and falling to10% - 12% thereafter (2014 – 2020)OpFCF margin to sales continuously above 12%All guidance excludes impact of further potential transformational M&Ainvestor.netia.pl 18

Dividend policy and M&A guidelinesM&A Activity• Several transformational M&A opportunities still remain feasible in the fixed telco segment• Netia will try to maintain financial flexibility to acquire select targets throughout 2012• Further expansion via M&A remains the optimal way to increase leverage up to a sustainablelevel of up to 2.0x EBITDA• An increase in senior debt and / or issuance of 5 year PLN denominated bonds is beingconsidered by the Management to fund acquisitions• Key targets are EBITDA positive businesses therefore additional funding for acquisitions should be available• Netia will continue to consolidate ETTH operators from its own free cash flow generationDistributionPolicy• The AGM held on June 2, 2011 adopted a share buy-back program to acquire and redeem up to 12.5% ofthe Netia’s share capital utilizing assigned funds totaling up to PLN 350m• Within this program, Netia has already completed a buy-back for 2.5% of equity for PLN 49m andredeemed 9.8m shares• The Management is allocating up to PLN 75m to re-initiate the buy-back program in thenear term, such program being subject to SB approval• The contemplated amount of up to PLN 75m should not hinder Netia’s further M&A activity• The Management expects a significant increase in EBITDA and free cash flow generation once the synergiesfrom Dialog and Crowley transformational acquisitions are fully delivered in 2013 and beyond• Should no major transformational acquisitions be concluded by Netia throughout 2012, theManagement considers the institution of a long term dividend policy from 2013investor.netia.pl 19

Netia shareholders and stock performanceShareholder structureShare price performance since launch of broadband drivengrowth strategy (April 2007)Third AvenueManagement18.3%160%140%120%100%Free float57.5%ING OFE12.6%80%60%40%20%As of March 7, 2012SISU Capital11.6%0%April-07October-07April-08October-08April-09NetiaOctober-09April-10mWIGOctober-10April-11October-11April-12Shareholder Number of shares (m) % Capital % VotesThird Avenue Management 70.0 18.33% 18.33%ING OFE 48.0 12.57% 12.57%SISU Capital 44.3 11.61% 11.61%Free float 219.5 57.49% 57.49%Total 381.9 100.00% 100.0%PLN m EUR mEnterprise value (as of March 16, 2012) 2.883,6 697,1Market capitalisation (as of March 16, 2012) 2.344,9 566,8Bank debt outstanding (as of Dec. 31, 2011) 695,2 168,1Cash (as of Dec. 31, 2011) 156,5 37,8Shares outstanding (m) 381,9 381,9Share price (as of March 16, 2012) 6,14 1,48Daily volume average (k shares) (as of March 16, 2012 YTD) 771 771PLN/EUR spot rate as of March 16, 2012 4,1367 nmSource: Companyinvestor.netia.pl 20

Management teamMirosław Godlewski, Chief Executive Officer, 45, joined Netia in February 2007. Previously he served as President and CEO in Opoczno SA (2006) andDec Sp. z o.o., a subsidiary of GATX, (2003-2005). Earlier, he worked at Pepsi-Cola General Bottlers Poland Sp. z o.o. as General Manager (2000-2003)and Sales Director (1999-2000); at PepsiCo Trading Sp. z o.o. (1993-1999) and at Polskie Biuro Badań Marketingowych Sp. z o.o. as Retail AuditManager (1991-1993). Mr. Godlewski graduated from the Warsaw Technical University with a M. Sc. in Industrial Management. He also holds an MBAfrom Ashridge Management College, Great Britain. Active member of Young Presidents Organisation. Member of the supervisory boards of SEG (thePolish Association of Stock Exchange Issuers) and ABC Data SA.Jon Eastick, Chief Financial Officer, 45, joined Netia’s management board in April 2006. Previously, he spent five years as Chief Financial Officer of thethen leading Polish mobile operator PTC Sp. z o. o. Earlier, he worked at Lucent Technologies Poland SA as Country CFO (1998-2001); at PTKCentertel Sp. z o. o. as Strategy and Financial Planning Manager (1995-1998); and at Arthur Andersen, working in London and later in Warsaw (1989-1995). He graduated from the London School of Economics and is a UK Qualified Chartered Accountant.Grzegorz Esz, Chief Commercial Officer, 38, joined Netia’s management board in October 2009. Previously he was Vice President of PolskiePrzedsiębiorstwo Wydawnictw Kartograficznych SA (PPWK) (2007-2009). Mr. Esz has rich experience in marketing and sales management developedin leading telecommunications companies such as MTS, the largest mobile operator in Russia (2006-2007), and Polska Telefonia Cyfrowa Sp. z o.o.(PTC), one of the largest mobile operators in Poland (1997-2005). During his term at PTC he served at various managerial positions and wasresponsible for, among others, developing the concept and full commercial launch of a new pre-paid service under the HEYAH brand. He graduatedwith distinctions in Marketing and Management from the Warsaw University of Technology. He also holds an Executive MBA diploma from theLondon Business School in London. Grzegorz Esz resigned from Netia’s management board effective March 16, 2012 while he will continue to serveas Chief Commercial Officer until end of June 2012.Tom Ruhan, Chief Legal Officer, 47, was appointed to Netia’s management board in April 2006. He has been the Chief Legal Officer of Netia sinceMarch 2003. Prior to his employment with Netia, he worked at Wardyński & Partners for 12 years in various positions, being Of Counsel immediatelybefore moving to Netia. During his 12 years there Mr. Ruhan advised on a number of privatisations including, amongst others, TelekomunikacjaPolska SA and also worked on the financial restructuring of Netia. He graduated in law from the University of Warwick, UK. Mr. Ruhan is Chairman ofthe Board of Directors of the European Competitive Telecommunications Association (ECTA)(www.ectaportal.com). He is also a Deputy Chairman ofSOT KIGEiT (Telecommunications Operators Section of the Polish Chamber of Commerce for Electronics and Telecommunications) for a secondterm of office and is a member of the Arbitration Committee (Komisja Rozjemcza) of KIGEiT.investor.netia.pl 21

Key managers highly incentivisedNew stock option plan for 2011-2020 1• The highest number of options which can be granted: 27,253,674• The highest grant per annum: 3,893,382out of which the options which can be granted to the Management Board : 1,946,691• The highest number of shares which may be issued under the new stock option plan: 13,626,837• Options may be exercised within the defined open periods and not earlier that three years from the grant date and not later than onMay 26, 2020• As well as three years’ service, options vesting is dependent on delivering business goals set by the Supervisory Board• On February 25, 2010 the Management Board were jointly granted 1,725,000 options at the strike price of PLN 5.23 and the earliest vesting dateof February 25, 2014• Netia’s Supervisory Board authorized the Management Board to grant stock options to 65 employees for 2011 in the total amount of 2,168,382,of which 1,928,000 options were granted as at December 31, 2011Earlier stock option plan expires in December 2012 2Options (m) / Strike price: PLN 3.50 3 PLN 5.50 PLN 7.00 PLN 8.25 OtherParticipants:TotalMembers of the Management Board 5.7 12.2 9.2 9.1 0.3 36.5Employees 4 and former MB members 1.1 4.3 3.2 0.3 0.4 9.3Total 6.8 16.5 12.4 9.4 0.7 45.8Potential dilution impact under both stock option plansExercise price (PLN)108• Exercise date: until December 20, 2012• Number of shares issued: 7,379,290• Where options are exercised at a market price above the relevantstrike price, the participant receives a number of sharesequivalent to the value of the difference64200.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0%Dilution1 New stock option plan was adopted by Netia’s supervisory board on February 25, 20112 Status as at December 31, 20113 Strike price is pegged to the market price of Netia shares at the date of entering the scheme, however it cannot be lower than PLN 3.504 Management Board have discretion to issue up to 0.6 million of PLN 3.50 options and 2.8 million of other options to senior managementSource: Companyinvestor.netia.pl 22