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23 May 2003

Netia Holdings S.A. closes transfer books for its ADSs and decides not to apply for re-listing on Nasdaq


WARSAW, Poland – May 23, 2003 – Netia Holdings S.A. (“Netia”) (WSE: NET, NET2), Poland's largest alternative provider of fixed-line telecommunications services, today announced that its management decided to terminate the Deposit Agreement dated August 3, 1999, as subsequently amended, (the “Deposit Agreement”), between Netia, The Bank of New York (the “Depositary”) and the owners and beneficial owners of the American Depositary Shares (the “ADSs”) issued thereunder. Netia is taking all steps required to terminate the Deposit Agreement, as stipulated therein. Netia also requested that the Depositary immediately close the transfer books kept by it for the ADSs. Following the closing of the transfer books, the Depositary may not issue any new ADSs or accept any new shares for deposit under the Deposit Agreement. Netia expects that these decisions will permit it to apply for assimilation of the two trading symbols for its ordinary shares on the Warsaw Stock Exchange and all shares will thereafter trade under the same trading symbols. In addition, pursuant to the Management Board’s resolution, Netia informed the Nasdaq Stock Market that it would not seek to apply for re-listing of Netia’s securities to the Nasdaq SmallCap Market at this time. Netia’s Management Board took into consideration the following factors in reaching these decisions: - Following its delisting in October 2002 from the Nasdaq National Market, the liquid market for Netia’s securities in the United States was extremely limited; - After completion of our restructuring, Netia’s shares covered by the Deposit Agreement and therefore entitled to be exchanged for ADSs represent approximately 9% of Netia’s share capital on a fully diluted basis; - As of May 22, 2003, Netia’s shares actually deposited with the Depositary under the Deposit Agreement represented approximately 0.57% of Netia’s share capital on a fully diluted basis; and - Closing of the transfer books for Netia’s ADSs and termination of the Deposit Agreement will enable Netia to assimilate two separate trading lines for Netia’s shares on the Warsaw Stock Exchange and, consequently, significantly enhance the liquidity for Netia’s shares on the Warsaw Stock Exchange. Netia’s Management Board decided that it will be in Netia’s best interest to concentrate its capital markets activities in Poland.

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.