Current reports

To All Shareholders of Netia Holdings S.A. participating in the Extraordinary General Shareholders' Meetings on February 5, 2002 and/on February 19, 2002

Dear Shareholders:

As Acting President of the Management Board of Netia Holdings S.A., I have the pleasure to inform you that on February 5, 2002 (Tuesday) at 12:00 hours Warsaw time and on February 19, 2002 (Tuesday) at 12:00 hours Warsaw time, in the offices of Netia Holdings SA at ul. Poleczki 13 in Warsaw Extraordinary General Shareholders' Meetings will be held. Please find below (i) the proposed agendas for both Extraordinary General Shareholders' Meetings, and (ii) information regarding actions which must be taken in order to participate in the General Shareholders' Meetings of the Company and to exercise the voting rights attached to shares.

1. Proposed agendas of the Extraordinary General Shareholders' Meetings to be held on February 5, 2002 and on February 19, 2002:
   

   
   

   1. Opening the Meeting.
   2. Electing the Chairman of the Meeting.
   3. Statement that the General Shareholders' Meeting was properly convened and may adopt resolutions.
   4. Adopting the resolution concerning the cancellation of a part of Resolution No. 2 and Resolution No. 3 of the Extraordinary General Shareholders' Meeting dated February 19, 2001.
   5. Adopting the resolution concerning a decrease of the Company's share capital by PLN 157,095,860 through decreasing the nominal value of the Company's shares from PLN 6 to PLN 1 per one share.
   6. Adopting the resolution concerning the increase in the Company's share capital through the issuance of the series "H" shares with the day of the pre-emptive rights on March 30, 2002.
   7. Adopting the resolution concerning the increase in the Company's share capital through the issuance of series "H" shares with the exclusion of the pre-emptive rights of the Company's shareholders.
   8. Adopting the resolution concerning admitting series "H" shares to public trading.
   9. Adopting the resolution concerning amending § 5 of the Company's Statute.
   10. Adopting the resolution concerning authorizing the Management Board to increase the Company's share capital within the authorized capital with the exclusion of the pre-emptive rights of the current Shareholders and amendments to the Company's Statute.
   11. Adopting the resolution concerning admitting the Company's shares to be issued within the authorized capital to public trading.
   12. Adopting the resolution concerning the cancellation of § 15 section 4 (c) of the Company's Statute.
   13. Adopting the resolution concerning the appointment of a Supervisory Board member.
   14. Adopting the resolution authorizing the Supervisory Board to adopt the unified text of the Company's statute.
   15. Closing the Meeting.

   The resolutions proposed for both meetings are identical.

   Resolution No. 2 and Resolution No. 3 of February 19, 2001 were connected with increasing the Company's share capital with the aim of executing an exchange transaction pursuant to the Agreement of Current and Future Shareholders and Netia 1 dated November 22, 1999. In order to decrease the cost of the exchange transaction, the Company used shares issued in 2000 for the employees' stock options and not those authorized on February 19, 2001. Therefore, this capital increase should be cancelled before any new Company shares are issued.

   The proposed resolution concerning a decrease of the Company's shares capital through a reduction of the nominal value of the Company's shares from PLN 6 to PLN 1 per share is aimed at enabling the Company to issue new shares taking into account the present market valuation of Netia's shares, as well as requirements of the Polish Commercial Companies' Code determining that the issuance price of newly issued shares has to be at least equal to nominal value of existing shares.

   The proposed resolution concerning the appointment of a Supervisory Board member and the proposed resolution concerning the deletion of a respective provision of the Statute are connected with the termination of BRE Bank S.A.'s right to nominate one member of the Supervisory Board to be elected by the Company's General Shareholders' Meeting.

   The remaining resolutions, except for the formal ones, are related to the planned increases in Netia's share capital through the issuance of new series "H" shares by the Shareholders, and other series of shares to be issued by the Management Board within future capital authorized by the Shareholders.

   Taking into account the negotiations conducted with creditors concerning the restructuring of the Company's indebtedness and the lack of a decision concerning the amount and the structure of the increase in the Company's share capital necessary for the Company's financial restructuring, the Management Board will publish, before each of the Meetings, press releases concerning draft resolutions together with the Supervisory Board's position and present recommendations concerning each point of the proposed agendas to the Company's Shareholders. If the negotiations with creditors are not well advanced in due time, the Management Board will recommend not adopting any resolutions concerning the increase in the Company's share capital at one or both Meetings. In view of the above circumstances, the Management Board also reserves its right to cancel one or both Meetings.

   
   
   
2. Participating in the Extraordinary General Shareholders' Meetings on February 5, 2002 and on February 19, 2002

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. The power of attorney authorizing a proxy to participate in a General Shareholders' Meeting must be in writing.

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 7 days prior to the date of the Meeting, i.e. by January 29, 2002, 17:00 hours Warsaw time for the Meeting to be held on February 5, 2002 and by February 12, 2000, 17:00 hours Warsaw time for the Meeting to be held on February 19, 2002.

Shareholders holding publicly traded bearer shares and registered shares shall have the right to participate in the Meeting on condition that at least 7 days prior to the date of the Meeting 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 SA.

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

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

Yours sincerely,