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10 June 2003

Registration of capital increase of Netia Holdings S.A. in connection with the exercise of warrants


WARSAW, Poland – June 10, 2003 – Netia Holdings S.A. (“Netia”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, today announced that on June 10, 2003, it issued 97,550 series J shares at an issue price of PLN 2.53 per share upon the exercise of 49,875 two-year subscription warrants and 47,675 three-year subscription warrants by their holders. Each series J share entitles its holder to one vote at Netia’s general meeting of shareholders. Netia’s series J shares are publicly traded on the Warsaw Stock Exchange (“WSE”) under the same code as all other ordinary shares of Netia, i.e., code No. PLNETIA00014. As a result of this issuance of these shares there are currently: (a) 32,374,346 two-year subscription warrants traded on WSE under the ticker “NETPPO2”, entitling their holders to subscribe for Netia’s series J shares by April 29, 2005; and (b) 32,376,546 three-year subscription warrants traded on WSE under the ticker “NETPPO3” entitling their holders to subscribe for Netia’s series J shares by April 29, 2006. Following the issuance of these shares Netia’s issued and outstanding share capital equals PLN 344,142,762 and is divided into 344,142,762 shares, PLN 1 par value per share. All outstanding shares give rise to 344,142,762 votes at Netia’s general meeting of shareholders. The relevant motion for the registration of the share capital increase by the Polish court will be filed by Netia by July 7, 2003. The subscription warrants were exercised in accordance with Netia’s Polish prospectus, dated April 17, 2002, as amended. Under Polish law, Netia is required to report in Poland its share capital increase each time the subscription warrants are exercised. For the purpose of U.S. reporting, Netia will announce the share capital increases, if any, in the form of a press release once a month. Current information on Netia’s share capital will be updated each time any warrants are exercised at Netia’s website.

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.