Current reports

WARSAW, Poland – April 24, 2003 – Netia Holdings S.A. (“Netia”) (WSE: NET, NET2), Poland's largest alternative provider of fixed-line telecommunications services, today announced that pursuant to a decision dated April 22, 2003, the Polish Securities and Exchange Commission granted its consent to introduce the following amendments to Netia’s Polish Prospectus, dated April 17, 2002, prepared under Polish law in connection with the issuance of warrants and series J shares and series K shares and made available in Poland on December 2, 2002 (the “Prospectus”):

 In Chapter I of the Prospectus the following new section 3.3.11 shall be added:

3.3.11 Restrictions of Rights of U.S. Persons “The Series I and II Notes and Subscription Warrants offer constitutes a public offer for the purposes of the United States law and is not subject to any general registration exemptions under the United States law. In order to benefit from registration exemptions in the United States, certain rights attached to the Subscription Warrants shall be restricted. In particular, U.S. Persons holding Subscription Warrants shall not, save for limited exceptions under the Securities Act, be able to exercise the right to subscribe for Series J Shares resulting from the Subscription Warrants and will not be able to transfer the rights attaching to Subscription Warrants unless in offshore transactions which comply with the Regulation S under the Securities Act or transactions made pursuant to registration exemptions under Rule 144 and 144A under the Securities Act or any other exemptions under the Securities Act (see the discussion in section 23.2.1 of Chapter III). Those restrictions shall no longer apply if the Series J Shares and the Subscription Warrants are registered with the SEC. As of March 28, 2003, the Company is not able to state if the Series J Shares and Subscription Warrants are going to be registered. Consequently, there is a possibility that the rights of U.S. Persons will be permanently restricted.”

In Chapter III of the Prospectus the following sections shall have a new wording as provided below:

23.2.1 General Information on Subscription Warrants “Each Series I and Series II Note confers the right to subscribe for two Series J Shares: - one Share within two years from the Series I and Series II Notes issue date, - the other Share within three years from the Series I and Series II Notes issue date. The right to subscribe for one Series J Share which is related to the Series I and Series II Notes and is to be subsequently separated from them constitutes Subscription Warrants, and: - a warrant which confers the right to subscribe for the Series J Shares within two years from the Series I and Series II Notes issue date shall be a Two-Year Subscription Warrant. - a warrant which confers the right to subscribe for the Series J Shares within three years from the Series I and Series II Notes issue date shall be a Three-Year Subscription Warrant. One Subscription Warrant confers the right to subscribe for one Series J Share. The persons entitled to acquire the Subscription Warrants Separated from Series I and Series II Notes are the Entitled Shareholders, i.e. those shareholders who hold the company’s shares on the date immediately preceding the date of the opening of the subscription for the Series H Shares. The entitled persons shall acquire the subscription Warrants Separated from the Series I and Series II Notes free of charge, on the terms described in this Chapter. The Subscription Warrants, as transferable property rights attached to securities, are securities within the meaning of Art. 3 section 2 of the Law on Public Trading in Securities. No collateral has been established on the Subscription Warrants. Neither do they incorporate any preferences or obligations to perform additional services. As at the Prospectus date, no contractual limitations exist with respect to the transfer of rights attached to the Subscription Warrants. Until the Series J Shares and the Subscription Warrants are registered with the SEC (if at all), the U.S. Persons who hold the Subscription Warrants will not be entitled to: - exercise the right to subscribe for Series J Shares resulting from each Subscription Warrant, except for the cases when the exercise of such rights by certain U.S. Persons is admissible under the Securities Act or other laws of the United States of America; - offer, sell, encumber, transfer for security or otherwise assign the rights to the Subscription Warrants, unless: (a) in an offshore transaction which complies with Regulation S under the Securities Act; (b) pursuant to an exemption from registration under Rule 144 or 144A under the Securities Act; or (c) pursuant to another exemption from registration under the Securities Act. The Management Board shall notify if Netia registers Series J Shares and the Subscription Warrants with the SEC within 2 days of such registration.”

 23.2.2.1 Persons Entitled to the Right to Obtain the Subscription Warrants Attached to Series I Notes “The persons entitled to acquire the Subscription Warrants Separated from Series I Notes shall be the Entitled Shareholders, i.e. those Netia shareholders who held the Shares recorded in their securities accounts or, in such Entitled Shareholders’ name, in the register of the Issue Sponsor, at the end of the day immediately preceding the opening of the subscription for Series H Shares. The Subscription Warrants attached to Series I Notes shall be acquired by the Entitled Shareholders upon the crediting of the Subscription Warrants to such Entitled Shareholders’ securities accounts or, in their name, to the Issue Sponsor’s register, as stipulated in the Prospectus. The legal basis for transferring the Subscription Warrants in secondary trading to the Entitled Shareholders shall be the permit issued under Art. 93 of the Law on the Public Trading in Securities (see section 23.2.2.3 of this Chapter). In the event the securities account in which the Shares were recorded on the date on which the right to obtain the Subscription Warrants attached to Series I Notes was determined has been closed, the Subscription Warrants shall be recorded in such person’s name in the Issue Sponsor’s account. The entitled persons should note that their right to transfer the Subscription Warrants and exercise the right to subscribe for the Series J Shares attached thereto may be restricted between the date of receiving the Subscription Warrants and the date of registering them with the SEC (if at all). For a detailed description of the limitations, see section 23.2.1 above.”

23.2.2.8 Persons Entitled to Submit Applications “The persons entitled to submit Applications shall be the Entitled Shareholders, i.e. those Netia shareholders who held the Shares recorded in their securities accounts or, in such Entitled Shareholders’ name, in the register of the Issue Sponsor, at the end of the day immediately preceding the opening of the subscription for Series H shares. The Subscription Warrants Separated from Series II Notes shall be acquired by the Entitled Shareholders upon the crediting of the Subscription Warrants to such Entitled Shareholders’ respective securities accounts or, in their name, to the Issue Sponsor’s register, based on such Entitled Shareholders’ respective Applications and under the Prospectus and the terms and conditions of the Application stipulated in the Prospectus. The Subscription Warrants which are transferred following the filing of the Application shall be subject to the restrictions stipulated in section 23.2.1 above related to transferring such Subscription Warrants and exercising the right to subscribe for Series J Shares attached thereto.”

23.2.3 Exercise of Rights Attached to the Subscription Warrants “Subscription Warrants entitle their holders to subscribe for Series J Shares at any time within: - two years from the issue of Series I and Series II Notes – in the case of Two-Year Subscription Warrants, - three years from the issue of Series I and Series II Notes – in the case of Three-Year Subscription Warrants, at a fixed price, in accordance with the rules for distribution of Series J Shares. Subscription orders for Series J Shares, constituting the exercise of rights conferred by Subscription Warrants, shall be accepted by the brokerage houses maintaining the securities accounts in which the Subscription Warrants are held, or based on a deposit certificate issued by an entity other than a brokerage house which maintains the securities account. Brokerage houses shall submit the received and accepted orders to the Polish NDS, which shall, on the Issuer’s behalf, deliver an appropriate number of Series J Shares by crediting such Series J Shares to the entitled person’s securities account in the NDS and simultaneously cancel the same number of the relevant Subscription Warrants in such person’s account. The holders of Subscription Warrants attached to the Series I and II Notes shall be persons entitled to subscribe for the Series J Shares. Detailed rules governing subscription for the Series J Shares have been set out in Section 24.3 of this Chapter. Until the Series J Shares and the Subscription Warrants are registered with the SEC (if at all), the U.S. Persons who hold the Subscription Warrants will not be entitled to: - exercise the right to subscribe for Series J Shares resulting from each Subscription Warrant, except for the cases when the exercise of such rights by certain U.S. Persons is admissible under the Securities Act or other laws of the United States of America; - offer, sell, encumber, transfer for security or otherwise assign the rights to the Subscription Warrants, unless: (a) in an offshore transaction which complies with Regulation S under the Securities Act; (b) pursuant to an exemption from registration under Rule 144 or 144A under the Securities Act; or (c) pursuant to another exemption from registration under the Securities Act. The Management Board shall notify if Netia registers Series J Shares and the Subscription Warrants with the SEC within 2 days of such registration.”

24.3.1 Persons Entitled to Acquire Series J Shares “The persons entitled to subscribe for Series J Shares shall be the persons who hold the Subscription Warrants attached to Series I and Series II Notes recorded in their securities accounts or, in such their name, in the register of the Issue Sponsor. Until the Series J Shares and the Subscription Warrants are registered with the SEC (if at all), the U.S. Persons who hold the Subscription Warrants will not be entitled to: - exercise the right to subscribe for Series J Shares resulting from each Subscription Warrant, except for the cases when the exercise of such rights by certain U.S. Persons is admissible under the Securities Act or other laws of the United States of America; - offer, sell, encumber, transfer for security or otherwise assign the rights to the Subscription Warrants, unless: (a) in an offshore transaction which complies with Regulation S under the Securities Act; (b) pursuant to an exemption from registration under Rule 144 or 144A under the Securities Act; or (c) pursuant to another exemption from registration under the Securities Act. The Management Board shall notify if Netia registers Series J Shares and the Subscription Warrants with the SEC within 2 days of such registration.”

 In Chapter IX the following definition shall be added to Schedule No. 6 Definitions and Abbreviations: “U.S. Person” means (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any estate of which any executor or administrator is a U.S. person, (iv) any trust of which any trustee is a U.S. person, (v) any agency or branch of a foreign entity located in the United States, (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States, and (viii) any partnership or corporation if (A) organized or incorporated under the laws of any foreign jurisdiction and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of the U.S. Securities Act) who are not natural persons, estates or trusts.” Netia also stated that on April 14, 2003, the Company made publicly available an Exhibit to the Prospectus which contains: (i) consolidated and stand-alone annual reports for the year ended December 31, 2002 prepared in accordance with Polish Accounting Standards; (ii) the extended consolidated fourth quarter 2002 report prepared in accordance with Polish Accounting Standards; (iii) the consolidated financial statements for the year ended December 31, 2002 prepared in accordance with International Accounting Standards and previously submitted with the U.S. Securities and Exchange Commission; and (iv) all information publicly disclosed between December 2, 2002 and April 10, 2003 in accordance with the requirements of the Polish Law on Public Trading in Securities dated August 21, 1997 (as amended and restated).

Some of the information contained in this news release 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 filings with the Securities and Exchange Commission, including its Annual Report on Form 20-F filed with the Commission on March 28, 2002, its Current Report on Form 6-K filed with the Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the Commission on May 6, 2002, its Current Report on Form 6-K filed with the Commission on May 7, 2002, its Current Report on Form 6-K filed with the Commission on May 20, 2002, its Current Report on Form 6-K filed with the Commission on May 24, 2002, its Current Report on Form 6-K filed with the Commission on June 28, 2002, its Current Report on Form 6-K filed with the Commission on July 2, 2002, its Current Report on Form 6-K filed with the Commission on July 31, 2002, and its Current Report on Form 6-K filed with the Commission on August 2, 2002, its Current Reports on Form 6-K filed with the Commission on August 6, 2002, its Current Report on Form 6-K filed with the Commission on August 9, 2002, its Current Report on Form 6-K filed with the Commission on August 15, 2002 its Current Report on Form 6-K filed with the Commission on August 16, 2002, its Current Report on Form 6-K filed with the Commission on August 28, 2002, its Current Report on Form 6-K filed with the Commission on August 30, 2002, its Current Report on Form 6-K filed with the Commission on September 16, 2002, its Current Report on Form 6-K filed with the Commission on September 20, 2002, its Current Report on Form 6-K filed with the Commission on September 24, 2002, its Current Report on Form 6-K filed with the Commission on October 1, 2002, its Current Report on Form 6-K filed with the Commission on October 15, 2002, its Current Report on Form 6-K filed with the Commission on October 17, 2002, its Current Report on Form 6-K filed with the Commission on October 22, 2002, its Current Report on Form 6-K filed with the Commission on October 25, 2002, its Current Report on Form 6-K filed with the Commission on November 5, 2002, its Current Report on Form 6-K filed with the Commission on November 5, 2002, its Current Report on Form 6-K filed with the Commission on November 6, 2002, its Current Report on Form 6-K filed with the Commission on November 18, 2002 , its Current Report on Form 6-K filed with the Commission on November 21, 2002, its Current Reports on Form 6-K filed with the Commission on December 3, 2002, its Current Reports on Form 6-K filed with the Commission on December 10, 2002, its Current Report on Form 6-K filed with the Commission on December 23, 2002, its Current Report on Form 6-K filed with the Commission on January 8, 2003, its Current Report on Form 6-K filed with the Commission on January 16, 2003, its Current Report on Form 6-K filed with the Commission on January 29, 2003, its Current Report on Form 6-K filed with the Commission on February 3, 2003, its Current Report on Form 6-K filed with the Commission on February 13, 2003, its Current Report on Form 6-K filed with the Commission on February 14, 2003, its Current Report on Form 6-K filed with the Commission on February 25, 2003, its Current Report on Form 6-K filed with the Commission on March 10, 2003, its Current Report on Form 6-K filed with the Commission on March 18, 2003, and its Current Report on Form 6-K filed with the Commission on April 8, 2003. Netia undertakes no obligation to publicly update or revise any forward-looking statements.