Current reports

WARSAW, Poland - April 30, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET, NET2), Poland's largest alternative provider of fixed-line telecommunications services, today announced that, as contemplated by the Restructuring Agreement (the “Restructuring Agreement”) entered into on March 5, 2002, among it, an ad hoc committee of its noteholders, certain financial creditors, Telia AB and certain entities controlled by Warburg, Pincus & Co., it issued, as part of the final stages of the company’s financial restructuring, notes, each with the right to subscribe for its series J shares, which rights will be detached from the notes in the form of warrants. Up to an aggregate amount of 64,848,652 warrants detached from the issued notes are to be distributed by May 20, 2003 to Netia’s shareholders as of December 22, 2002, each one of which will entitle the holder thereof to exercise such warrant for one series J share of Netia. Half of these warrants will entitle their holders to subscribe for such shares by April 30, 2005 and the remaining half will entitle their holders to subscribe for such shares by April 30, 2006. The exercise price for each Warrant will be PLN 2.53. The notes will not give rise to substantial long- or medium-term indebtedness of Netia and have been issued solely in order to provide a means of distributing the Warrants. U.S. persons will be restricted both as to transfers of the Warrants and as to exercising the Warrants for Netia shares. Under the terms of the Deposit Agreement governing Netia’s American Depositary Receipt facility, we expect that persons holding ADSs under that facility will not receive Warrants. It is expected that cash proceeds from sales, if any, of Warrants would be distributed by the depositary to holders of ADSs in accordance with the terms of the deposit agreement. It is also expected that the depositary will set a record date for holders of ADSs who will be entitled to receive proceeds from the sales, if any, of the Warrants. In addition, as contemplated by the Restructuring Agreement, Netia issued 18,373,785 notes entitling their holders to subscribe for the company’s series K shares under its incentive stock option plan. Subscriptions for the series K shares will be possible following the distribution of the Warrants and until December 31, 2007. Under the stock option plan, options may only be granted until December 31, 2004 and all options expire on December 20, 2007. It is currently intended that persons receiving options may only exercise one-third of the amount received in the first year after receipt, one-third in the second year after receipt and one-third in the third year after receipt but the supervisory board may decide to change this. Currently, options granted under the stock option plan represent 3.09% of Netia’s share capital and may be exercised at PLN 2.53. The total number of series K shares that may be issued under the stock option plan will not exceed 5% of Netia’s post-restructuring share capital. Netia’s supervisory board has been vested with the right to take individual decisions regarding the participation in the stock option plan, the granting of stock options, terms of the exercise, exercise periods, the conditions or circumstances of the termination of stock options, the method of calculation and the form of receipt of gains accrued on the stock options. The stock option plan was adopted in June 2002 and supplemented in April, 2003.

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.