Poland’s leading telcoSeptember 2014

investor.netia.pl 2

Disclaimer

Some of the information included in this material contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of

future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors.

For a more detailed description of these risks and factors, please see Netia's most recent financial report and press release. Netia undertakes no obligation to publicly update or

revise any forward-looking statements.

investor.netia.pl 3

Vision and Mission towards 2020

responsibilityFinished solutions

anytime, anywhere

personalized

Delivery of services

power, choice,

connectivity,

communication

digital,

all services,

convergence

By 2020 Netia will profitably grow to be Poland's No.1 on-line gateway through:

• Delivering integrated and easy to use solutions

• Providing a superior customer experience, and

• the Drive of passionate employees inspired by our values

Netia, us

We deliver the

world on-line

We deliver the

world on-line

• In mid-2014 Netia started works on revised strategic operational and financial objectives aimed at stabilizing financial

performance and increasing exposure to the growth and consolidation opportunities remaining in the Polish telecom market

• The Management Team anticipates proposing a strategic plan to the Supervisory Board during the course of 3Q 2014

investor.netia.pl 4

Investment proposition

• 2013 Revenues at ~ PLN 1.9 bn, Adjusted EBITDA at 29% margin and Adjusted FCF at 17%

• Financial leverage at 0.72x 2014 Adjusted EBITDA guidance1

• Announced distribution policy targeting the pay out to shareholders of PLN 0.42 per

share (7.9% yield)2 from 2014 onwards (PLN 0.42 dividend per share distributed in 2014,

PLN 0.35 per share distributed in form of a share buy-back tender offer in 2013)

Poland’s leading telco

consolidating

the market

• Almost 3m homes passed (~ 21% of Polish households) by own access network with a

further 11m reached by via regulated access through the incumbent

• 8.4k km of fiber backbone and around 16k km of fiber metro rings underpin

all operations

• Synergetic network assets allowing to render services in both B2C and B2B1 Status as of H12014

2 Versus a three-month average share price of PLN 5.33 on August 29, 2014 (inclusive of block transactions)

• Delivering services through 2 commercial divisions for B2B and B2C, supported by a

single technology and back office units

• 2.4m services in Poland, of which 1,415k fixed voice and 826k fixed broadband at the end

of Q2 2014

• 12.2% market share in fixed broadband and 18.2% market share in fixed voice

• 129k TV services, 54k mobile broadband and mobile voice services combined

Strategic focus on

multi-play services

Leveraging own network

scale and regulatory

opportunities

inwestor.netia.pl 5

Netia’s broadband driven transformation

2006 YE 2013 YE

PLNm 862

PLNm 48

PLNm 1876

PLNm 311

Netia as a provider of

Broadband TV

Revenues

Adjusted Operating FCF

Brand Awareness

PLNm 221 PLNm 551Adjusted EBITDA

25.7% 29.4%Adjusted EBITDA margin

Change

+ 118%

+ 149%

+ 3.7 pp

6.5x

RGUs Fixed voice

RGUs Broadband

~398k ~1,451k 3.6x

~60k ~837k 14.0x

Netia as a provider of

fixed telco services

From a business oriented fixed telco subscale altnet operator to become a major, revenue balanced on-line

gateway synergistically leveraging its assets, brand and country wide presence

From a business oriented fixed telco subscale altnet operator to become a major, revenue balanced on-line

gateway synergistically leveraging its assets, brand and country wide presence

93% 68%

inwestor.netia.pl 6

Major initiatives and projects in the past 6 years

1 From 2010 onwards 2 Average annual improvement in EBITDA margin in the period 2009-2010 3 Net Promotors’ Score

Disposals

Acquisitions

Cost reduction

Klientomania

Company

culture

• Minority stake sold for EURm 132 in 2008 (66% profit and annualized IRR of 26%)

• Cash proceeds for Netia’s broadband expansion strategy

• Acquired in 2008 for EURm 34 (EV/EBITDA of 1.5x with synergies, 2.8x standalone)

• + 502k voice WLR RGUs

• + PLNm 455 revenues, + PLNm 41 EBITDA standalone for 2008

• Synergies of PLNm 45 delivered against original PLNm 30 target

• PLNm 140 of gross expense annual savings1, +3.5 p.p. EBITDA yoy2 (project ‚Profit’ executed in 2008-2009)

• More agile organization, downsizing unnecessary resources

• Improvements along entire value chain driving NPS3

• Huge cultural transformation from a rigid, engineer-driven approach to entrepreneurial-minded teamwork

• + 1,046k RGUs

• + PLNm 640 revenues

• + PLNm 156 EBITDA standalone for 2011

• + PLNm 130 FCF annual synergies by 2014 (including PLNm 120 EBITDA synergies)

• Increase in own network footprint, high multi-play and cross-sell potential

• + 139k ETTH RGUs acquired since 2007

• High-end technology, easy upgrade to NGA

• International Voice Termination to Mediatel, CATV to Vectra and real estate property disposals

Play (P4)

Non-core

Tele2

Polska

Dialog

Crowley

ETTH

• A complete Cable TV network covering 446k HPs acquired from UPC Polska in May 2013

• Inclusive of recent CATV acquisitions, Netia has advanced plans to expand its NGA coverage

by over 400k to approximately1.7m homes passed

Cable

networks

investor.netia.pl 7

Revenues, EBITDA and OpFCF development

Subscriber base

Tele2 Polska

acquisition

Dialog & Crowley

acquisitions

Adoption of

broadband-driven strategy

Customer base and market shares

Source: Company

Fixed voice market share (quarterly)

Fixed broadband market share (quarterly)

Note: For discussion purposes only, more detailed information for reference can be found in Netia Group’s quarterly and annual financial statements and press releases

1 Adjusted OpFCF excluding one-off New Netia integration capex

(‘000)

PLN m

CAGR 2007 – 2013: Broadband subs +25%

CAGR 2007 – 2013: Voice subs +23%

CAGR 2007 – 2013: Revenues +14%

CAGR 2007 – 2013: Adj. EBITDA+22% (k)

CAGR Q1 2007 – Q2 2014: Netia +7%

CAGR Q1 2007 – Q2 2014: Total market+2%

(k)

CAGR Q1 2007 – Q2 2014: Netia +4%

CAGR Q1 2007 – Q2 2014: Total market-1%

1

838

1,121

1,506 1,569 1,619

2,121

1,8761,675

171 171304 359 408

591 551 505

-74 -77 57160 164

334 311 290

-500

0

500

1,000

1,500

2,000

2,500

2007 2008 2009 2010 2011 2012 2013 2014F

Revenues Adjusted EBITDA OpFCF

218

414559

690

912 875 849 826

422

1,0661,158 1,219

1,7451,645

1,4891,415

51 79120 12982 91

68 54

0

500

1,000

1,500

2,000

2007 2008 2009 2010 2011 2012 2013 1H 2014

Broadband services Fixed voice services TV services Mobile services

3% 3% 4% 5% 5% 6% 7% 8% 8% 9% 9%10%11%11%11%11%12%12%12%14%14%14%14%13%13%13%13%13%12%12%

28%29%30%

32%34% 35%35%37% 38%38%39%40%41% 42%42%43%

44%44%45% 45% 46%46% 46%47% 47%47%48%48%48% 49%

0%

10%

20%

30%

40%

50%

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

1Q

07

2Q

07

3Q

07

4Q

07

1Q

08

2Q

08

3Q

08

4Q

08

1Q

09

2Q

09

3Q

09

4Q

09

1Q

10

2Q

10

3Q

10

4Q

10

1Q

11

2Q

11

3Q

11

4Q

11

1Q

12

2Q

12

3Q

12

4Q

12

1Q

13

2Q

13

3Q

13

4Q

13

1Q

14

2Q

14

Total market broadband subscribers Netia's market share Penetration of households

4% 4% 4% 4% 4% 5%10% 10%11% 11% 11%12%12% 12% 13%13% 13% 13% 13%

20%20% 20% 20% 20% 19% 19%19%19% 18% 18%

79% 78% 77%76%77% 76% 76% 76% 75% 74% 73%72%71% 69% 68% 66% 65% 65%64%63% 62% 61% 60% 59% 59% 58%57%57% 56% 56%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

0

2,000

4,000

6,000

8,000

10,000

12,000

1Q

07

2Q

07

3Q

07

4Q

07

1Q

08

2Q

08

3Q

08

4Q

08

1Q

09

2Q

09

3Q

09

4Q

09

1Q

10

2Q

10

3Q

10

4Q

10

1Q

11

2Q

11

3Q

11

4Q

11

1Q

12

2Q

12

3Q

12

4Q

12

1Q

13

2Q

13

3Q

13

4Q

13

1Q

14

2Q

14

Total market fixed voice Netia's market share Penetration of households

investor.netia.pl 8

Financial performance and network assets

Source: Company

Asset backed with modest leverage

Dynamically growing business

Note: For discussion purposes only, more detailed information for reference can be found in Netia Group’s quarterly and annual financial statements and press releases

1 Including 2 weeks of Dialog’s and Crowley’s consolidation in December 2011

2 Including full year of Dialog's and Crowley's consolidation

3 Excluding M&A and integration capex

Netia’s backbone and access network assets country-wide

Netia’s own FO

Netia’s leased FO

1

PLN m 2007A 2008A 2009A 2010A 2011A1 2012A2 2013A

Total assets 2,071 2,283 2,341 2,568 3,553 3,233 3,221

Liabilities 343 355 316 271 1,053 937 925

Shareholders funds 1,728 1,928 2,025 2,297 2,500 2,296 2,295

Net cash / (debt) (37) 193 240 345 (539) (408) (291)

Undrawn loan facilities 208 375 295 - - 81 250

PLN m 2007A 2008A 2009A 2010A 2011A1 2012A2 2013A 2014F

Revenue 838 1,121 1,506 1,569 1,619 2,121 1,876 1,675

Growth (yoy%) -2.8% 33.8% 34.3% 4.2% 3.2% 31.0% -11.6% -10.7%

Adjusted EBITDA 171 171 304 359 408 591 551 505

Margin (%) 20.4% 15.3% 20.2% 22.9% 25.2% 27.9% 29.4% 30.1%

EBITDA 171 171 313 586 611 461 533 nd

Margin (%) 20.4% 15.3% 20.8% 37.3% 37.7% 21.7% 28.4% nd

Adjusted Capex3 244 248 246 200 244 257 240 215

Adjusted OpFCF (73) (77) 58 159 164 334 311 290

Acquisition outlays 37 178 15.7 14.8 978 9 7 nd

Total capex 281 426 262 215 1,222 279 280 nd

Disposal proceeds na 460 46 24 9 2 1 nd

Net Cash / (Debt) at YE (37) 193 240 345 (539) (408) (291) nd

investor.netia.pl 9

Netia is present in both Business and Residential market segments

1 Operating segments reorganized from July 2013 into two major segments: B2B and B2C 2 B2B comprises Business and Carrier customers sub-segments 3 B2C comprises Residential and SOHO customers sub-segments 4 Excluding Petrotel

B2B1,2

PLNm

B2C2,3

B2B1,3

• Revenue was PLN 243m in Q2 2014, down by 4% compared to

Q1 2014 and down by 12% y-o-y

• RGUs: 1,897k (-3% q-o-q, -9% y-o-y)

• Substantial growth in TV (by 27% y-o-y and 1% q-o-q)

and progress in on-net broadband

• Adjusted EBITDA was PLN 75m for a margin of 30.8% in Q2

2014

• Capital expenditure at PLN 19m in Q2 2014 resulted in

Adjusted OpFCF at the level of PLN 55m

• Revenue was PLN 172m in Q2 2014 (-1% q-o-q and -10% y-o-y)

• RGUs: 492k (+2% q-o-q, +6% y-o-y)

• Voice ARPUs under pressure and lower transit revenue

due to MTR declines

• Adjusted EBITDA was PLN 78m for a margin of 45.3% in Q2

2014. Decrease reflects mainly pressure on prices, lower fixed

voice and higher allocation of network costs

• Capital expenditure at PLN 27m in Q2 2014 resulted in

Adjusted OpFCF at the level of PLN 51m

PLNm

PLNm

Other (unallocated expenses and Petrotel) 3

• Net of Petrotel EBITDA, unallocated costs of support functions

(Finance, IT, HR, Management & Supervisory Boards, etc)

running between 6-7% of revenue

• Unallocated capex in Q2 2014 mainly related to IT and CDN

integration capex

• As part of the N2 Project, Management expects to allocate most

of Other expenses and Other capex to either B2B or B2C in the

reported results by Q3 2014 (comparatives will be restated)

PLNm

192 179 179 174 172

49.4%54.1%

50.9% 49.6%45.3%

36.0%40.4%

30.3%

37.3%

29.9%

0%

10%

20%

30%

40%

50%

60%

70%

80%

0

50

100

150

200

250

300

Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

Revenues Adjusted EBITDA margin % FCF %

277 270 263 253 243

26.8%28.1%

24.9%

29.6% 30.8%

19.2% 18.9%

12.3%

20.9%22.8%

0%

5%

10%

15%

20%

25%

30%

35%

40%

0

50

100

150

200

250

300

Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

Revenues Adjusted EBITDA margin % FCF %

29 29 33 27 2815 14

38

11 11

6.1%6.3%

7.3%

6.2%6.6%

3.2%3.1%

8.3%

2.5% 2.5%

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

0

5

10

15

20

25

30

35

40

Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

Opex Capex Opex as % of Revenue Capex as % of Revenue

investor.netia.pl 10

Network coverage and sales potential in B2B and B2C addressed

with versatile product offering

Office buildings connected by Netia in 10 largest Polish cities1 NGA and TV potential coverage for Netia

Multifunctional TV approach fully in line with Netia’s strategy

Note: TV Ready HPs based on ADSL+, LLU and ETTH (with bandwidth +14 Mb/s) come on top of NGA HPs thus

producing the total TV (3play) potential for New Netia’s addressable market (homes passed

Note: For illustrative purposes only

1 Out of ~800 business locations analysed1 Adaptation of ex-Aster CATV infrastructure

36%

36%

28%

On-net fiber

optic

On-net other

technology

Off-net

(subject to

lease)

Acknowledged companies choose Netia as their business partner

('000 homes passed)Homes passed

(HP)NGA HP TV ready HP NGA HP TV ready HP

Cu 1,682 897 1,138 897 1,138

ETTH 659 248 413 257 414

PON 160 160 160 167 168

Total 2,501 1,305 1,712 1,321 1,719

CATV 446 - - 400 400

Total

Proforma2,947 1,305 1,712 1,721 2,119

% of Total on-net HP 44% 58% 58% 72%

LLU 4,930 - 2,163 - 2,163

Total 7,877 1,305 3,875 1,721 4,282

June 30, 2014 With ongoing upgrades12

� Telewizja Polska

� Raiffeisen Polbank

� Ghelamco Poland

�General Directorate

for Environmental

Protection

investor.netia.pl 11Source: Company

RGUs by access type

Customer Locations and RGUs

Products and offering

Average ARPU per Customer Location

B2C segment in a nutshell

• Customers served over own network (copper and Ethernet) and

regulated access (LLU, BSA, WLR)

• Focus on bundles: 3play services (BB+V+TV) for Residential and 2play

(BB+V) for SOHO

• Fixed broadband offered on the ‚best effort’ basis (highest feasible

transfer speed) and mobile broadband with 2/4 GB download limit

• Netia Spot – an innovative Wi-Fi home router solution with free

access to Fon Spots, a global WiFi network

• Netia Player – a multimedia STB (incl. an IPTV/DTT decoder

functions) with content, widgets and multimedia 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)

• Unified communications solutions, cloud and P2P solutions for SOHO

`000

PLN`000

30

35

40

45

50

55

60

Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

1,522 1,485 1,442 1,395 1,344

2,093 2,056 2,014 1,959 1,897

1.38x 1.38x 1.40x 1.40x 1.41x

0.00

0.20

0.40

0.60

0.80

1.00

1.20

1.40

-

500

1,000

1,500

2,000

2,500

Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

Customer locations RGUs RGUs x

2,093 2,056 2,014 1,959 1,897

740 745 751 752 750

35%36%

37% 38% 40%

0%

5%

10%

15%

20%

25%

30%

35%

40%

0

500

1,000

1,500

2,000

2,500

Q2 13 Q3 13 Q4 13 Q1 14 Q2 14

Total B2C RGUs Own Network RGUs Own Network (%)

investor.netia.pl 12

• Customers served primarily over Netia’s own network (capex driven

end-to-end connection to the client’s premises)

• Offered services dedicated to all main industrial sectors, including

finance & banking, public administration, real estate, FMCG, transport

& logistics, construction, power supply, contact centres and media

• Data transmission (IP VPN, MPLS, MetroEthernet)

• Voice (ISDN/POTS, SIP Trunk)

• Co-location services and intelligent network services

• ICT related solutions (integrated platforms such as NGA, NVA)

• NGN (IntegralNet – virtual PABX)

• Opportunistic wholesale deals leveraging Netia’s own backbone

network and metro fibre rings in major Polish cities

• Dedicated services for Internet Service Providers

Source: Company

RGUs by access type

Customer Locations and RGUs1

Products and offering

Revenue by service

B2B segment in a nutshell

`000

PLNm`000

Source: Company

75 75 75 75 73

465 470 478 484 492

6.2x 6.2x 6.4x 6.5x 6.7x

1.0

2.0

3.0

4.0

5.0

6.0

7.0

0

100

200

300

400

500

600

Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

Customer locations RGUs RGUs x

465 470478 484

492

367 372380 389 399

79% 79% 80% 80% 81%

10%

20%

30%

40%

50%

60%

70%

80%

90%

0

100

200

300

400

500

600

Q2 13 Q3 13 Q4 13 Q1 14 Q2 14

Total B2B RGUs Own Network RGUs Own Network (%)

1 Analyses B2B broadband and voice revenues. B2B Other Data network revenues and Other Services revenues excluded

38 38 37 37 37

40 40 40 39 39

64 62 60 58 55

4940 41 41 41

192

179 179 174 172

0

50

100

150

200

250

Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

Broadband Other Data Voice Other services

investor.netia.pl 13

B2C, 48.2%

Business,

40.2%

Carriers, 11.7%

B2C, 47.7%

Business, 41.2%

Carriers, 11.2%

B2C, 58.9%

Business,

31.8%

Carriers, 9.3%

B2B strength balances recent pressure on low-end part

of the B2C segment

Note: For illustrative purposes only1 Excluding non-allocated Opex of PLN 41.1m and non-allocated Capex of PLN 21.4m in H1 2014 2 Excluding Petrotel

Revenue breakdown in H1 20141,2 Adjusted EBITDA breakdown in H1 20141,2

• B2B segment (business customers and carriers)

contributing 41.1% of revenue, but 52.3% of

Adjusted EBITDA and 51.8% of Adjusted OpFCF

• B2B segment margins supported by higher on-

network share of RGUs and higher Capex

intensity than the B2C Segment (Residential and

SoHo customers)

• Residential on-net EBITDA and OpFCF share

much higher than revenue share due to lack of

regulatory access payments

CommentsAdjusted OpFCF breakdown in H1 20141,2

- 23.8% on-net

- 35.1% off-net

B2B

B2B

B2B

investor.netia.pl 14

Strong assets base

• Backbone fiber network of approximately 10,980km

• Own backbone network of approximately 3,580km

• Leased backbone network of approximately 7,400km

• Metro fiber network of approximately 16k km (incl. 13,500 km of own network),

Metropolitan fiber infrastructure in 48 biggest cities of Poland

• Over 140 C/DWDM sites in all major cities

• SDH network based mainly on Alcatel (Huawei and Lucent also used)

(2,000+ SDH sites with STM -16 and STM -64)

• Two independent networks (Ethernet and IP) carrying all packet traffic

• Carrier Ethernet and Metro Ethernet for L2 services

• IP core network for other services

• 6 VoIP switches, 28 PSTN switches

• Access network based on variety of solutions (FTTH, FTTB, ETTH, FITL, VDSL, ADSL)

• 5 Collocation Centers (Tier III class)

• International point of interconnect in Cieszyn (route to Prague and Frankfurt)

Netia leverages own network and regulatory access

opportunites to maximise growth potential in all segments

Source: Company

Own networks Regulatory access

Regulated BSA/WLR access strategy

• Single play customers represent a base for cross selling

• Migration of 1play (BSA) customers to higher margin LLU services (shared LLU)

began in Q2 2009

• Migration of 2play customers to full LLU access from November 2009

• 100k clients migrated in total by the end of Q3 2011

• TP offers Voice & 2 Mb/s Internet for ~76 PLN1

• Netia bills voice and Internet for ~ 72 PLN1

• Netia pays to TP ~26 PLN for Internet and 20 PLN for WLR

• TOTAL cost ~ 46 PLN

• Gross margin 36%

• Netia does not invest in DSLAM

• Netia can only resell services offered by TP i.e. bandwidths

LLU model offers excellent opportunities

• NETIA controls services delivered over DSLAM (i.e., speeds, Value Added

Services like IPTV, VOD, PVR )

• At the end of Q3 2011 Netia served 175k LLU clients (an average of 260 clients

/ node)

LLU roll-out

• Target to unbundle 5.0m TP lines with 700 DSLAM in 2008-2011

• Netia bills 2play revenues for voice and 4Mb/s Internet service at ~ 61 PLN1

• Netia pays TP 22 PLN monthly line rental fee

• Gross margin 64%

• Netia has to invest in its own DSLAM (~200K PLN / node)

• NETIA controls services delivered over DSLAM

• Speeds

• Value Added Services like IPTV, VOD, PVR

1 Based on a standard comparable 2play contract, for illustrative purposes only2 TP lines in retail (excluding wholesale to altnets) Source: Company, TP, UKE, press releases

Households(14.2m) SOHO/SME (1.2m) Corpo (30k)

TP 10.1m Voice + 1.7m Broadband

Netia 398k Voice + 60k Broadband

Netia 649k Voice + 405k Broadband

Other altnets 1.0m Other altnets 0.7m

Other altnets 547k WLR, 54k BSA, 2k LLU

TP2 4.6m Voice + 2.3m Broadband

Netia 652k WLR, 258k BSA, 163k LLU

Households(14.2m) SOHO/SME (1.2m) Corpo (30k)

Netia addressable market today is: • 7m active TP lines plus dormant lines

• 649k Netia own lines (2.4m homes passed)

• WiMax national license

• Ethernet networks acquisitions

2006 pre regulatory access Q2 2014 with regulatory access

investor.netia.pl 15

Network support for B2C and B2B Divisions

Source: Company

Synergetic approach

Fiber Optic Backbone

• Over 140 C/DWDM sites in all major

cities

• SDH network based mainly on Alcatel

(Huawei and Lucent is also used)

(2000+ SDH sites with STM -16 and

STM -64)

DWDM Core Network

• Carrier Ethernet and Metro Ethernet for

L2 services

• 320+ Ethernet nodes with 10Gbps

uplink

• 120+ Ethernet nodes with 1Gbps uplink

• 1450+ (870+ ADSL and 580+ VDSL)

access nodes with 1Gbps uplink

Carrier and Metro Ethernet

• Access network base on variety

solutions: FTTH, FTTB, ETTH, FITL, VDSL,

ADSL . Traffic is aggregated at the

BRAS routers. In Netia Networsk

Juniper and RedBack BRAS are used.

• Backbone fiber network of approximately 3,580

km+ 7.,400 km leased

• Own metro fiber networks of

approximately13,500 km

• Metropolitan fiber infrastructure in 48 biggest

cities of Poland

• Copper network of approximately 13k km

investor.netia.pl 16

• Staffing: standardized

recruitment (professional

methodology, Targeted

Selection, AC, tests), qualified

internal recruiters, induction

• Performance management:

(MBO and effectiveness

assessments for all employees,

clear roles, job descriptions)

• Training & Development: skills

assessment & development

plans for each employee.

Training policy

• Compensation & Benefits:

defined compensation policy

based on market, job

evaluation, benefits

management, SOP

• Good established relations with

unions

• Netia repeatedly recognised as

one of Top Employers in

Poland

• Netia in the RESPECT Index of

responsible companies listed

on the Warsaw Stock Exchange

Our entrepreneurial culture to support Business Units

IT platforms

• IT platforms are Client oriented

• The platforms are Product and

Service oriented

• High usage auto configuration

mechanisms

• Platforms are highly

configurable

• Good support for short Time-

to-Market indicator

• Dedicated HR management

systems (SAP, Janus, Flow)

Organisation Company culture Values

• Agility: people used to change

& open-minded

• Constant focus on internal

communication, various media

and forms of communication,

vertical & horizontal

communication streams

• Building company culture

based on values (workshops,

trainings, rules of behaviour)

• Focus on engagement of

employees (employee surveys,

follow-up initiatives,

empowerment)

• Directness: we direct to each

other by name

• Open space arrangements

facilitate an efficient

information flow

• Trust1. We respect one another and our work;

we communicate openly and keep our

promises

2. We act in good faith and trust in the

good intentions of our employees

3. We share our knowledge and

experience; we care about our own

development and help others to

develop themselves

• Audacity1. We do not rest on our laurels; the

success achieved motivates us to seek

new possibilities and reach for more

2. Our thought process is non-standard;

we are prepared to take risks; we are

open to new ideas and act with

courage to implement them

3. We are determined to reach goals and

never give up

• Excellence1. We strive for excellence and set an

example

2. We delight our customers with the

simplicity and intuitiveness of solutions

3. We consider the committed mistakes as

an opportunity of self-improvement

and self-development

• Pride1. We create our company and we are its

ambassadors

2. Our work makes us proud of our job

3. We celebrate shared success

appreciating contribution of each of us

B2

BB

2C

investor.netia.pl 17

2014 Guidance and Distribution Policy

2014 Full Year Guidance Distribution Policy

Unchanged Policy

Based on its free cash flow projections, Management estimates that

the Company may distribute up to PLN 146m, pro forma PLN 0.42

per outstanding share from 2014 onwards with some scope to

moderately increase payments over time. Leverage may rise to 1.0x

EBITDA in the medium term to facilitate such payments.

Pay-out in 2014

• Company paid a PLN 0.42 dividend per share on June 17

• AGM adopted a new PLN 200m share buy-back program to

maximise flexibility in the form of payment of future distributions

Revenues (PLNm)

Adjusted EBITDA (PLNm)

Adjusted EBITDA margin

Adjusted EBIT (PLNm)

Capex (PLNm)

Adjusted OpFCF (PLNm)

The above financial guidance excludes the impact

of one-off integration costs and one-off integration

Capex related to Dialog and Crowley acquisitions

1,735

505

29%

75

200

305

1,675

505

30%

75

215

290

Previous Revised

• Despite revenue guidance reduction Adjusted EBITDA stays unchanged due to strict cost control and scalability of off-net business

model

• Expected increase in capital expenditure relates mainly to the CPE and network costs associated with accelerating gross additions

in H2 2014

• No RGU guidance for 2014 as Management focuses on product features, restructuring and cost reduction. Nonetheless on-net

RGUs expected to grow

investor.netia.pl 18

0%

20%

40%

60%

80%

100%

120%

140%

160%

180%

April/07

October/07

April/08

October/08

April/09

October/09

April/10

October/10

April/11

October/11

April/12

October/12

April/13

October/13

April/14

October/14

Netia mWIG

Netia shareholders and stock performance

1 The above number of shares and % of total capital/total votes reflects the status from notifications provided to Netia by shareholders based on art. 69 of the Public Offer, Terms of Introducing Financial Instruments into an Organized System of Trade and Public Companies Act.

Source: Company

As of July 11, 2014

Shareholder structure1

Share price performance since launch of broadband driven

growth strategy (April 2007)

Ex-dividend Day (PLN 0.42 per share)

Shareholder Number of shares (m) % Capital % Votes

Mennica Polska 45.3 13.01% 13.01%

SISU Capital 44.3 12.74% 12.74%

FIP 11 FIZAN 34.9 10.02% 10.02%

ING OFE 33.3 9.56% 9.56%

Aviva OFE 20.2 5.82% 5.82%

PZU OFE 19.3 5.54% 5.54%

Navicorp Trust Polska 17.4 5.00% 5.00%

Free float 133.3 38.30% 38.30%

Total 347.9 100% 100%

Mennica Polska

13.0%

SISU Capital

12.7%

FIP 11 FIZAN

10.0%

ING OFE

9.6%Aviva OFE

5.8%PZU OFE

5.5%

Navicorp Trust

Polska

5.0%

Free float

38.3%

PLN m EUR m

Enterprise value (as of September 1, 2014) 2,226.7 528.9

Market capitalisation (as of September 1, 2014) 1,861.3 442.1

Bank debt and accrued interest (as of June 30, 2014) 413.7 98.3

Cash and short term deposits (as of June 30, 2014) 48.3 11.5

Shares outstanding (m) 347.9 347.9

Share price (3m average price as of September 1, 2014)(PLN) 5.35 1.27

Daily volume average (k shares) (as of Sept. 1, 14 YTD incl. block trades) 1,085 1,085

PLN/EUR spot rate as of Sept. 1, 2014 4.2099 nm

investor.netia.pl 19

Management team

Adam Sawicki,, 43, joined Netia in June 2014. Prior to joining Netia he hasbeen pursuing independent advisory projects. In 2012 Mr. Sawicki wasappointed to the Management Board of KGHM Polska Miedź SA as ExecutiveVice President, Corporate Affairs. In 2011 and 2012 he was President of theManagement Board and Chief Executive Officer of Ruch Internet. From2008 to2011 he was Chief Executive Officer of GTS Central Europe, creating oneregional telecommunication operator from 5 independently operating entities

in Central and Eastern Europe. He started his professional career in 1996 in Telia Swedtel,Stockholm. For 12 years he worked in a number of senior management positions in variouscompanies of the Telia Group (later TeliaSonera). During that time he participated in numerousprojects including, among others, strategic transformation of operators, both on the business(B2B) and the residential (B2C) markets. He graduated in Business Administration and Economicsfrom Stockholm University. He also completed the General Manager Program from HarvardBusiness School.

Management Board

Paweł Szymański, 42, joined Netia in September 2014. An experienced CEOand CFO from the largest domestic and regional concerns. A professional withwide experience in Finance, he combines managerial skills with soundknowledge of global financial markets acquired when working for the largestinvestments banks both in Warsaw and London. A graduate of Warsaw Schoolof Economics, from 1997 to 2003 he worked for Schroders and Citigroup inLondon. In 2003 he was appointed CEO of Bank Handlowy’s brokerage arm.From 2004 to 2007, he ran PKN Orlen's Finance Division. From 2007 to 2008, he

worked at CTL Logistics as Vice-President responsible for Finance. Between 2010 and 2013, hewas actively involved in the restructuring of RUCH, initially as Vice-President for Financial Affairs,and from 2012 to 2013 as CEO. Prior to agreeing to join Netia Mr. Szymański was Vice-Presidentand CFO in Marvipol SA.

Adam Sawicki

Chief Executive Officer

Paweł Szymański

Chief Financial Officer

Management Team

Tomasz SzopaManaging Director - B2C Unit

VacancyManaging Director - B2B Unit

Andrzej KondrackiHead of Strategy, M&A, Investor Relations

& Corporate Development

Jacek WiśniewskiActing Head of Technology & Operations

Anna Rajtar-KlepuszewskaActing Head of Human Resources

Marcin OsieckiActing Head of Legal &

Corporate Security

investor.netia.pl 20

Key managers highly incentivised

• The highest number of options which can be granted: 27,253,674

• The highest grant per annum: 3,893,382

out 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 on May 26, 2020

• As well as three years’ service, option vesting is dependent on delivering business goals set by the Supervisory

Board

• 7.3m options were outstanding as of March 2014, with strike prices ranging between PLN 4.54 and PLN 6.00

with the earliest vesting date in 2014

1 New stock option plan was adopted by Netia’s supervisory board on February 25, 2011 Source: Company

Stock option plan for 2011-20201

investor.netia.pl 21