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20 May 2003

Transfer of the warrants to the entitled shareholders


WARSAW, Poland – May 20, 2003 – Netia Holdings S.A. (“Netia”) (WSE: NET, NET2), Poland's largest alternative provider of fixed-line telecommunications services, today announced that on May 15, 2003, Netia Holdings Incentive Share Company Limited transferred 64,847,952 subscription warrants to the entitled entities, as required pursuant to the provisions of the prospectus for the issuance of Netia’s shares and notes, dated April 17, 2002, prepared under Polish law and made publicly available on December 2, 2002, as subsequently amended on April 14, 2003. The transaction was settled on May 16, 2003. As a result of the transaction, 31,419,172 subscription warrants separated from the series I notes issued by Netia on April 29, 2003, each entitling its holder to subscribe for one series J share of Netia by April 29, 2005 (the “Two-Year Warrants”) and the 31,419,172 subscription warrants, each entitling its holder to subscribe for one series J share of Netia by April 29, 2006 (the “Three-Year Warrants”), have been transferred to the persons who were Netia’s shareholders of record as at December 22, 2002 (the “Entitled Shareholders”). As part of the same transaction, 1,004,806 Two-Year Warrants and 1,004,806 Three-Year Warrants separated from the series II notes issued by Netia on April 29, 2003, have been transferred to 232 Entitled Shareholders who submited their applications between May 5 and May 13, 2003. On May 19, 2003, one of the participants of Polish National Depository for Securities informed Centralny Dom Maklerski Pekao S.A. that one confirmation of rights to subscribe for the subscription warrants attached to the series II notes was issued in error. 245 Two-Year Warrants and 245 Three-Year Warrants were allocated based on such erroneous confirmation. However, the warrants were not recorded in the securities account of the person who placed such order and were subsequently returned to Netia Holdings Incentive Share Company Limited on May 19, 2003. Consequently, Netia’s press release, dated May 15, 2003, contained some incorrect data. Valid subscription orders were submitted by 232 Entitled Shareholders, rather than by 233, as reported, who as at December 22, 2002 held a total of 19,999,897 of Netia shares, rather than 20,004,789, as reported. Out of the 245 Two-Year Warrants and 245 Three-Year Warrants, 243 Two-Year Warrants and 243 Three-Year Warrants shall be transferred to the Entitled Shareholders who filed their valid orders, whereas and 2 Two-Year Warrants and 2 Three-Year Warrants shall be cancelled. As a result of the foregoing, the total number of cancelled warrants shall be 105 Two-Year Warrants and 105 Three-Year Warrants, not 103 Two-Year Warrants and 103 Three-Year Warrants as stated in the earlier release. The correctional transaction involving the transfer of additional 243 Two-Year Warrants and 243 Three-Year Warrants shall be effected on May 21, 2003. Following consultations with the Warsaw Stock Exchange, Netia plans to introduce the subscription warrants to trading on the Warsaw Stock Exchange on May 27, 2003. The series I and II notes do 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 subscription warrants.

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, its Current Report on Form 6-K filed with the Commission on April 24, 2003, its Current Report on Form 6-K filed with the Commission on May 7, 2003 and its Current Report on Form 6-K filed with the Commission on May 7, 2003 . Netia undertakes no obligation to publicly update or revise any forward-looking statements.