Current reports

WARSAW, Poland – April 29, 2003 – Netia Holdings S.A. (“Netia”) (WSE: NET, NET2), Poland's largest alternative provider of fixed-line telecommunications services, announced today the following information connected with the completion of the subscription for series I, II and III bearer notes with a price of PLN 0.01. The notes entitle their holders to subscribe for series J shares (in the case of series I and II notes) and series K shares (in the case of series III notes) (hereinafter the “Notes”) and are issued by Netia under the prospectus dated April 17, 2002, prepared in accordance with Polish law and published on December 2, 2002, as amended on April 24, 2003 (hereinafter the “Prospectus”): 1. The Subscription for the Notes began and was completed on April 29, 2003. The Notes were allocated on April 29, 2003. 2. The subscription offer encompassed 50,798,111 Notes, out of which 31,419,172 were series I notes, 1,005,154 were series II notes and 18,373,785 were series III notes. 3. Subscription orders were placed for 50,798,111 Notes. 4. 50,798,111 Notes were allocated. 5. The Notes were acquired at their nominal value of PLN 0.01 per Note. 6. The only entity entitled to subscribe for series I and II notes was Netia Holdings Incentive Share Company Limited, with its seat in St. Helier Jersey (hereinafter the “Trustee”). All series I and II notes which the Trustee had subscribed for were allocated to the Trustee. 7. The only entity entitled to subscribe for series III notes was CDM Pekao S.A. (“CDM”), acting as the full commitment underwriter under the agreement dated April 28, 2003. Following CDM’s subscription for all series III notes, and Netia’s allocation of series III notes to CDM, CDM acquired all offered series III notes. The price of series III notes was PLN 0.01 per Note. 8. The total value of the subscription offer for the Notes was PLN 507,981.11. 9. Within two weeks of the closing date of the subscription, Netia shall disclose the total cost of the subscription offer for the Notes and the average per-note cost thereof. Each series I and II note entitles its holder to subscribe for two series J shares at PLN 2.53, provided that the first share may be subscribed for by April 30, 2005, and the second one by April 30, 2006. The redemption date of series I and II notes is April 30, 2006, and the redemption date of series III notes is December 31, 2007. The purpose of the issue of series I and II notes is to facilitate the delivery of the Subscription Warrants, entitling their holders to subscribe for series J shares at PLN 2.53 by April 30, 2005, or April 30, 2006, as the case may be, to the persons who held Netia’s shares on December 22, 2002. The issue of series III shares is aimed at facilitating the implementation of Netia stock option plan adopted by Netia’s Supervisory Board on June 28, 2002, as amended.

 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.