Current reports

To All Shareholders of Netia Holdings S.A. participating in the Extraordinary General Meeting of Shareholders on November 14, 2002

Dear Shareholders:

As President of the Management Board of Netia Holdings S.A. I have the pleasure to inform you that on November 14, 2002 (Thursday) at 12:00 hours Warsaw time, in the offices of Netia Holdings SA at ul. Poleczki 13 in Warsaw there will be held an Extraordinary General Meeting of Shareholders. In view of the above, please find below (i) the proposed agenda of the Extraordinary 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 Extraordinary General Meeting of Shareholders to be held on November 14, 2002.
   

   
   

   1. Opening the Meeting.
      
      
   2. Election of the Chairman of the Meeting.
      
      
   3. Adoption of the Resolution No. 1 concerning adopting 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 in the same form as these resolutions were previously adopted by the Ordinary General Shareholders' Meeting on June 18, 2002 as Resolution No. 26.
      
      
   4. Closing the Meeting.
      
      

   Netia is proposing to re-adopt the resolutions regarding the issuance of series "H" shares, previously adopted by the Ordinary General Shareholders' Meeting on June 18, 2002 and 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 until at least December 31, 2002.

   
   
   
2. Participating in the Extraordinary General Meeting of Shareholders on November 14, 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 November 7, 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 November 7, 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,