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06 June 2003

Information about the transfer of shares and subscription warrants of Netia Holdings S.A.


WARSAW, Poland – June 6, 2003 – Netia Holdings S.A. (“Netia” or the “Company”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, today announced that on June 6, 2003, its management board was informed by TeliaSonera AB (the “Shareholder”) that as a result of the Company allocating subscription warrants, as of May 16, 2003, the Shareholder held, either directly or indirectly: (a) 15,101,355 shares of Netia representing approximately 4.39% of Netia’s share capital, entitling it to approximately 4.39% of the total number of votes at the general meeting of shareholders of the Company, and (b) 15,650,266 two-year subscription warrants and 15,650,266 three-year subscription warrants of the Company, entitling it to acquire an aggregate of 31,300,532 series J shares of Netia. The Shareholder informed the Company that upon conversion of all of its subscription warrants into series J shares, the Shareholder would hold either directly or indirectly 46,401,881 shares of Netia, which would entitle it to approximately 11.35% of the total number of votes at the general meeting of shareholders and represent approximately 11.35% of Netia’s share capital. The voting and share capital percentages indicated by the Shareholder were calculated assuming that all subscription warrants issued by Netia will be exercised and exchanged for 64,848,442 series J shares. Further, the Shareholder informed the Company that as of June 6, 2003 it held, either directly or indirectly: (a) 6,288,835 shares of Netia representing approximately 1.83% of Netia’s share capital, entitling it to approximately 1.83% of the total number of votes at the general meeting of shareholders, and (b) 10,000,266 two-year subscription warrants and 10,000,266 three-year subscription warrants of the Company, entitling it to acquire the aggregate of 20,000,532 of series J shares of Netia. The Shareholder informed the Company that upon conversion of all of its subscription warrants into series J shares, it would hold, either directly or indirectly, 26,289,367 shares of Netia, which would entitle it to approximately 6.43% of the total number of votes at the general meeting of shareholders and represent approximately 6.43% of Netia’s share capital. The voting and share capital percentages indicated by the Shareholder were calculated assuming that all subscription warrants issued by Netia will be exercised and exchanged for 64,848,442 series J shares.

 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, 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 29, 2003. Netia undertakes no obligation to publicly update or revise any forward-looking statements.