Current reports

To All Shareholders of Netia Holdings S.A. participating in the Ordinary General Meeting of Shareholders on June 18, 2002

Dear Shareholders:

As Acting President of the Management Board of Netia Holdings S.A. I have the pleasure to inform you that on June 18, 2002 (Tuesday) at 12:00 hours Warsaw time, in the offices of Netia Holdings SA at ul. Poleczki 13 in Warsaw there will be held an Ordinary General Meeting of Shareholders. In view of the above, please find below (i) the proposed agenda of the Ordinary General Meeting of Shareholders, and (ii) information regarding actions which must be taken in order to participate in the General Meetings of Shareholders of the Company and to exercise the voting rights attached to shares.

1. Proposed agenda of the Ordinary General Meeting of Shareholders to be held on June 18, 2002. :
   

   
   

   1. Opening the Meeting.
      
      
   2. Election of the Chairman of the Meeting.
      
      
   3. Statement that the Meeting has been convened properly and is able to adopt resolutions.
      
      
   4. Review of the Management Board's report for 2001, the stand-alone and consolidated financial statements for 2001 and the report of Supervisory Board's report for the financial year 2001.
      
      
   5. Adoption of resolutions concerning approval of the Management Board's operations on Company activities for the financial year 2001, the stand-alone and consolidated financial statements of the Company for the financial year 2001.
      
      
   6. Adoption of a resolution concerning the coverage of loss incurred in the financial year 2001.
      
      
   7. Adoption of resolutions concerning the acknowledgement of duties performed by individual members of the Management Board and the Supervisory Board in the financial year 2001.
      
      
   8. Acknowledgement of Supervisory Board's information concerning grants and changes of the amounts of remuneration of the Supervisory Board members, and adoption of resolutions concerning remuneration of Supervisory Board members.
      
      
   9. Adoption of the resolution concerning re-adopting Resolutions No. 2, 3, 4 and 5 adopted by the Extraordinary General Shareholders' Meeting on March 12, 2002, i.e. the following resolutions on: decreasing 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, increasing the Company's share capital through the issuance of the series "H" shares with the exclusion of the Company's pre-emptive rights, admitting series "H" shares to public trading and amending § 5 of the Company's Statute.
      
      
   10. Adoption of a resolution concerning the appointment of auditors to review the stand-alone and consolidated financial statements of the Company for the financial year 2002.
       
       
   11. Closing the Meeting.
       
       

   The proposed resolutions relate to approval of the Management Board's report and financial statements for the 2001 financial year, appointment of the Company's expert auditor to examine the financial statements for the 2002 financial year, approval of remuneration granted in 2001 and later to members of the Supervisory Board as well as re-adoption of certain shareholders' resolutions of the Extraordinary General Shareholders' Meeting of March 12, 2002.

   The proposed resolution on remunerating members of the Supervisory Board is in line with the "Rules of Remunerating the Supervisory Board Members" adopted by General Meeting of Shareholders on February 19, 2001. Pursuant to this Rules, amendments to or revocation of the Remuneration Committee's resolution on Member of the Supervisory Board remuneration require delivery of the report and voting on the following General Meeting of Shareholders.

   Netia is proposing to re-adopt the resolutions regarding the issuance of series "H" shares, previously adopted by the Extraordinary General Shareholders' Meeting on March 12, 2002 in connection with the Company's ongoing restructuring. Pursuant to Polish law, a resolution increasing the Company's share capital may not be filed with the registry court later than six months after its adoption. The re-adoption therefore extends the time during which the share capital increase can be registered.

   I would like to underline the fact that the proposed agenda of the Ordinary General Meeting of Shareholders has been approved by the Supervisory Board on May 14, 2002.

   
   
   
2. Participating in the Ordinary General Meeting of Shareholders on June 18, 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 (i.e. by June 11, 2002 at 17.00 hours Warsaw time) they deliver to the Company depository certificates issued by the brokerage house keeping such Shareholder's securities account, or by Centralny Dom Maklerski PEKAO SA.

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 June 11, 2002 at 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. The power of attorney authorizing a proxy to participate in a General Shareholders' Meeting must be in writing.

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

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

Yours sincerely,