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To All Shareholders of Netia Holdings S.A. participating in the Extraordinary General Shareholders' Meetings on March 27, 2002

Dear Shareholders:

As Acting President of the Management Board of Netia Holdings S.A., I have the pleasure of informing you that on March 27, 2002 (Wednesday) at 12:00 hours Warsaw time, in the offices of Netia Holdings S.A. at ul. Poleczki 13 in Warsaw, an Extraordinary General Shareholders' Meeting will be held (the "Meeting"). Please find below: (i) the proposed agenda for the Meeting; and (ii) information regarding actions which must be taken in order to participate in the Meeting and to exercise voting rights attached to shares.

1. Proposed agenda of the Extraordinary General Shareholders' Meeting to be held on March 27, 2002:
   

   
   

   1. Opening the Meeting.
      
      
   2. Electing the Chairman of the Meeting.
      
      
   3. Stating that the General Shareholders' Meeting has been properly convened and may adopt resolutions.
      
      
   4. Adopting the resolution on increasing the Company's share capital using the method determined in Articles 448-452 of the Commercial Companies' Code (conditional increase of the share capital) with the exclusion of the pre-emptive rights of the Company's Shareholders, including admitting such shares to public trading.
      
      
   5. Adopting the resolution on issuing bonds with the priority right to acquire the Company's shares (warrants) with the exclusion of the pre-emptive rights of the Company's Shareholders and admitting such bonds to public trading.
      
      
   6. Adopting the resolution on increasing the Company's share capital for the purposes of the Netia Performance Stock Option Plan.
      
      
   7. Closing the Meeting.

   The items on the agenda of the Meeting proposed by the Management Board result from the ongoing negotiations with the Ad Hoc Committee of noteholders, representing those noteholders possessing a material majority of notes issued by the Company's subsidiaries, relating to the debt restructuring of Netia. On March 5, 2002 the Restructuring Agreement was signed between the Company, Telia AB (publ.) and the Warburg Pincus entities which determined the terms and conditions of reducing the Company's long term indebtedness. The Restructuring Agreement will also be signed by the Company's creditors within the next few days.

   The purpose of the resolutions included in the Meeting's agenda under positions 4 and 5 is the conditional increase of the Company's share capital and related issue of bonds with the priority right to subscribe for the Company's shares (warrants). The conditional increase of the share capital together with the issue of bonds is one of the Company's obligations under the Restructuring Agreement of March 5, 2002. Pursuant to the provisions of this Agreement, the Company's existing shareholders will also be issued two and three year freely transferable and assignable warrants with each tranche, covering 7.5% of the outstanding equity immediately following the Company's financial restructuring.

   At this time, only draft Resolution No. 1 has been proposed by the Management Board. All of the resolutions that may be proposed to the Shareholders during the Meeting have not been approved by the Company's Supervisory Board. The negotiations with the parties to the Restructuring Agreement are being conducted to agree the wording of the draft resolutions that the Management Board will propose to the Meeting on March 27, 2002.

   Adopting resolutions specified on the agenda of the Meeting is part of the Company's planned restructuring, the implementation of which is dependant on, among other factors, adopting resolutions proposed by the Management Board on the agenda of the Meeting.

   Eight days prior to the Meeting, the Management Board will publish draft resolutions in the form determined by the Management Board on that day. Before the Meeting, the Management Board will announce the opinion of the Supervisory Board with respect to the resolutions and publish the final draft resolutions, if any of the resolutions will be subject to further amendments.

   
   
   
2. Participating in the Extraordinary General Shareholders' Meetings on March 27, 2002

Shareholders holding publicly traded bearer shares and registered shares shall have the right to participate in the Meeting on condition that, at least 1 week prior to the date of the Meeting, i.e. by March 20, 2002, 17:00 hours Warsaw time, they deliver to the Company's seat in Warsaw at ul. Poleczki 13 depository certificates issued by the brokerage house keeping such Shareholder's securities account, or by Centralny Dom Maklerski PEKAO S.A.

Shareholders who own non-publicly traded bearer shares shall have the right to participate in the Meeting provided that their shares are deposited with the Company at least 1 week prior to the date of the Meeting, i.e. by March 20, 2002, 17:00 hours Warsaw time.

Proxies of Shareholders who are legal persons must present an up-to-date copy of an extract from an appropriate register stating who is authorized to represent such entities, and respective powers of attorney. Any power of attorney authorizing a proxy to participate in the Meeting must be in writing.

The list of Shareholders authorized to participate in the Meeting shall be available for inspection at the Company's offices in Warsaw, at ul. Poleczki 13, 3 business days prior to the Meeting.

I am looking forward to meeting you at the Extraordinary General Shareholders' Meeting.

Yours sincerely,