Current reports

WARSAW, Poland – April 28, 2003 – Netia Holdings S.A. (“Netia”) (WSE: NET, NET2), Poland's largest alternative provider of fixed-line telecommunications services, announced today that on April 28, 2003 Netia entered into a service underwriting agreement (the “Agreement”) with CDM Pekao S.A. (“CDM”). Pursuant to the Agreement, CDM, acting as a servicing underwriter, shall subscribe for 18,373,785 series III notes with pre-emptive rights to subscribe for Netia’s series K shares (the “Notes”). The Agreement has been entered into in order to implement Netia’s stock option plan adopted by the Supervisory Board on June 28, 2002, as amended (the “Stock Option Plan”). The Notes shall be subscribed for by CDM for a price equal to the nominal value of PLN 0.01 per Note, in total, PLN 183,737.65. Pursuant to the Agreement, option holders who are entitled to subscribe for the series K shares under the Stock Option Plan (the “Option Holders”) shall subscribe for the Notes for their nominal value through CDM, as the servicing underwriter. In order to secure Netia’s obligation to purchase from CDM the Notes which have not been subscribed for by the Option Holders, Netia shall make a deposit of PLN 183,373.85 with CDM. The Agreement is subject to the condition precedent that Netia’s management board allocate the Notes to CDM and Netia pays the security deposit. The Agreement will be in effect until the Option Holders subscribe for all the Notes, but in any case, not later than until December 31, 2007. For the services rendered by CDM, Netia will pay a quarterly fee of PLN 20,000. The Agreement may be terminated by either party upon three months notice effective at the end of the next quarter. The Notes are being issued in order to facilitate the implementation of the stock option plan and will not give rise to substantial long- or medium-term debt of Netia.

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, its Current Report on Form 6-K filed with the Commission on April 8, 2003 and its Current Report on Form 6-K filed with the Commission on April 24, 2003. Netia undertakes no obligation to publicly update or revise any forward-looking statements.