Bulletin
Netia’s announcement with regard to the corporate governance rules adopted by the Warsaw Stock Exchange
WARSAW, Poland – June 27, 2003 – Netia Holdings S.A. (“Netia”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, today announced its position regarding the corporate governance rules adopted by the supervisory and management boards of the Warsaw Stock Exchange (“WSE”) in 2002, as amended (the “Best Corporate Practices”). As requested by the WSE, all WSE-listed companies were obliged to declare their intentions to comply with the Best Corporate Practices or explain the reasons for noncompliance (except for the first five rules, for which an explanation was not required). Below, Netia presents its general position with regard to its intention to comply with the Best Corporate Practices. Netia’s position with respect to each rule of the Best Corporate Practices will be presented on Netia’s web site. Netia complies and will continue to comply with its obligations with respect to corporate governance rules under applicable laws of the United States of America. Netia’s management board fully accepts and shares the ideas on which the WSE’s Best Corporate Practices are based. In the management board’s opinion, the general concepts and objectives presented therein are worthy of full approval and support, both ethically and in the interests of good commercial practices. Netia’s management board acts in the spirit of those ideas, which are important factors in all of Netia’s corporate decisions. The management board also appreciates the long-term effort of WSE’s Committee and the Best Practices Board to implement the best practices in corporate governance and believes that their hard work will foster positive attitudes in the operations of both companies and investors. However, in the Netia management board’s opinion, codifying those ideas in the terms of the Best Corporate Practices results in a shift from rules that previously functioned as ethical principles to those that assume the form of quasi-legal standards: a written collection of instructions and prohibitions relating to specific actions by corporate governing bodies. The now institutional character of relevant ideas connected with the duty to publicly inform of acceptance or breach, if any, thereof, imposes the duty of exercising the highest diligence in taking decisions as to their implementation in the form of the company’s formal operating rules. Netia’s management board believes that it is difficult to make simple “yes” or “no” declarations regards to its intention to comply with certain principles contained in the Best Corporate Practices. No alternative way of presenting the company’s position with respect to specific rules has been allowed. The generality of the proposed Best Corporate Practices (fully understandable in case of ethical principles, but difficult to accept in case of norms imposing specific duties or forming specific prohibitions) allows for numerous interpretations with regards to specific factual circumstances. Such generality may result in ambiguities whether specific actions or omissions on the part of the company’s governing bodies are a violation of a specific practices or not and, consequently, if there is an obligation to inform of a violation of a previously adopted practice. It should be noted further that apart from the management board and its members, also other company’s bodies and members thereof (e.g. the supervisory board and members thereof) as well as third parties with no formal relations with the company (e.g. chairman of a general meeting) are the addressees of the majority of the Best Corporate Practices. By accepting those practices the management board would consciously assume an obligation the compliance with which is beyond its control. Furthermore, without having information on breaches of those practices (as they apply to actions of the company’s other governing bodies or individual members thereof), if any, the management board could not comply with its obligation to advise the public of any such breaches. Consequently, although Netia’s management board fully accepts the idea and the objectives of the Best Corporate Practices, and follows the spirit thereof in its daily operations, it cannot implement, as discussed above, some of those practices in the form of institutionalised rules of the company’s operations.
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.