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WARSAW, Poland – June 13, 2003 – Netia Holdings S.A. (“Netia”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, announced today that in connection with the process of internal consolidation of the Netia group companies and in order to simplify its capital structure, on June 13, 2003 the Company entered into share purchase agreements with its subsidiaries as a consequence of which it acquired the shares of the following companies, previously its direct subsidiaries:

1. Netia Telekom Kalisz S.A. (“Telekom Kalisz”) with its registered seat in Warsaw 31,303 registered shares of PLN 50 nominal value each, constituting approximately 99.99% of the share capital of Telekom Kalisz and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Kalisz. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

2. Netia Telekom Mazowsze S.A. (“Telekom Mazowsze”) with its registered seat in Warsaw 1,900 registered shares of PLN 500 nominal value each, constituting approximately 99.99% of the share capital of Telekom Mazowsze and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Mazowsze. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

3. Netia Telekom Lublin S.A. (“Telekom Lublin”) with its registered seat in Warsaw 2,383 registered shares of PLN 400 nominal value each, constituting approximately 99.99% of the share capital of Telekom Lublin and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Lublin. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

 4. Netia Telekom Modlin S.A. (“Telekom Modlin”) with its registered seat in Warsaw 1,499 registered shares of PLN 100 nominal value each, constituting approximately 99.99% of the share capital of Telekom Modlin and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Modlin. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

5. Netia Telekom Ostrowiec S.A. (“Telekom Ostrowiec”) with its registered seat in Warsaw 9,649 registered shares of PLN 100 nominal value each, constituting approximately 99.99% of the share capital of Telekom Ostrowiec and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Ostrowiec. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

6. Netia Telekom Świdnik S.A. (“Telekom Świdnik”) with its registered seat in Warsaw 63,999 registered shares of PLN 50 nominal value each, constituting approximately 99.99% of the share capital of Telekom Świdnik and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Świdnik. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

 7. Netia Telekom Toruń S.A. (“Telekom Toruń”) with its registered seat in Warsaw 41,872 registered shares of PLN 50 nominal value each, constituting approximately 99.99% of the share capital of the above company and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Toruń. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

8. Netia Telekom Warszawa S.A. (“Telekom Warszawa”) with its registered seat in Warsaw 9,999 registered shares of PLN 50 nominal value each, constituting approximately 99.99% of the share capital of Telekom Warszawa and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Warszawa. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

 9. Netia Telekom Włocławek S.A. (“Telekom Włocławek”) with its registered seat in Warsaw 1,039 registered shares of PLN 100 nominal value each, constituting approximately 99.99% of the share capital of Telekom Włocławek and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Włocławek. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

10. Netia Telekom Piła Sp. z o.o. (“Telekom Piła”) with its registered seat in Warsaw 41,009 registered shares of PLN 50 nominal value each, constituting approximately 99.99% of the share capital of Telekom Piła and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Piła. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia;

11. Netia Network S.A. (“Netia Network”) with its registered seat in Warsaw (i) 99,999 registered shares of PLN 1 nominal value each, constituting approximately 99.999% of the share capital of Netia Network and a right to approximately 99.999% of votes at the general meeting of shareholders of Netia Network. The total purchase price was PLN 1. The selling entity was Netia Telekom S.A., a single shareholder subsidiary of Netia; (ii) 1 registered share of PLN 1 nominal value, constituting approximately 0.001% of the share capital of the above company and a right to approximately 0.001% of votes at the general meeting of shareholders of Netia Network. The total purchase price was PLN 1. The selling entity was Telekom Piła;

12. Netia Telekom Silesia S.A. (“Telekom Silesia”) with its registered seat in Warsaw 326,999 registered shares of PLN 25 nominal value each, constituting approximately 99.99% of the share capital of Telekom Silesia and a right to approximately 99.99% of votes at the general meeting of shareholders of Telekom Silesia. The total purchase price was PLN 1. The selling entity was Netia South Sp. z o.o., a single shareholder subsidiary of Netia;

13. Telekom Building Sp. z o.o. (“Telekom Building”) with its registered seat in Warsaw (i) 49 shares of PLN 100 nominal value each, constituting 49% of the share capital of Telekom Building and a right to 75% of votes at the meeting of shareholders of Telekom Building. The total purchase price was PLN 1. The selling entity was Telekom Silesia; (ii) 51 shares constituting 51% of the share capital of Telekom Building and a right to 25% of votes at the general meeting of shareholders of Telekom Buuilding. The total purchase price was PLN 1. The seller was Mr. Piotr Ermel, a Netia employee;

14. Optimus Inwest S.A. (“Optimus”) with its registered seat in Warsaw 100,000 registered shares and 4 bearer shares of PLN 10 nominal value each, constituting 100% of the share capital of Optimus and a right to 100% of votes at the general meeting of shareholders of Optimus. The total purchase price was PLN 1. The selling entity was Netia South Sp. z o.o., a single shareholder subsidiary of Netia;

15. Netia Telekom Telmedia S.A. (“Telmedia”) with its registered seat in Warsaw 999,999 registered shares of PLN 1 nominal value each, constituting approximately 99.99% of the share capital of Telmedia and a right to approximately 99.99% of votes at its general meeting of shareholders. The total purchase price was PLN 1. The selling entity was Optimus;

16. Netia 1 Sp. z o.o. (“Netia 1”) with its registered seat in Warsaw (i) 18,714 shares of PLN 100 nominal value each, constituting 1.5% of the share capital of Netia 1 and a right to 1.5% of votes at the meeting of shareholders of Netia 1. The total purchase price was PLN 74,856. The selling entity was Telekom Kalisz; (ii) 62,380 shares of PLN 100 nominal value each, constituting 5% of the share capital of Netia 1 and a right to 5% of votes at the meeting of shareholders of Netia 1. The total purchase price was PLN 249,520. The selling entity was Netia Network; (iii) 18,714 shares of PLN 100 nominal value each, constituting 1.5% of the share capital of Netia 1 and a right to 1.5% of votes at the meeting of shareholders of Netia 1. The total purchase price was PLN 74,856. The selling entity was Telekom Silesia; (iv) 18,714 shares of PLN 100 nominal value each, constituting 1.5% of the share capital of Netia 1 and a right to 1.5% of votes at the meeting of shareholders of Netia 1. The total purchase price was PLN 74,856. The selling entity was Telekom Telmedia; (v) 18,714 shares of PLN 100 nominal value each, constituting 1.5% of the share capital of Netia 1 and a right to 1.5% of votes at the meeting of shareholders of Netia 1. The total purchase price was PLN 74,856. The selling entity was Telekom Warszawa; (vi) 18,714 shares of PLN 100 nominal value each, constituting 1.5% of the share capital of Netia 1 and a right to 1.5% of votes at the meeting of shareholders of Netia 1. The total purchase price was PLN 74,856. The selling entity was Telekom Włocławek; Prior to the above transactions, the Company had been exercising, directly or indirectly through its subsidiaries, 100% of the votes at the general meetings of shareholders or the meetings of shareholders of all the companies in which it acquired shares as discussed above. As a result of the above transactions Netia became the sole shareholder and a direct holder of the following number of votes at the general meetings of shareholders or the meetings of shareholders of each of the companies:

Netia’s management board advises further that (i) Netia used its own cash resources to pay the purchase prices in the above transactions; (ii) in all of the above transactions, except for agreements relating to Netia 1 shares, the shares which were purchased constituted more than 20% of the share capital of specific companies; and (iii) all the companies the shares of which were purchased, except for Telekom Building and Optimus, conduct telecommunication activities.