Current reports

Adopted Resolutions:

Resolution No. 1
of the Extraordinary General Shareholders' Meeting of "Netia Holdings" S.A.
dated April 4, 2002

concerning amendments to the Company's Statute and the conditional increase of the share capital

1. The Company's share capital is hereby conditionally increased by an amount not exceeding PLN 83,222,437 (eighty three million, two hundred and twenty two thousand and four hundred and thirty seven) and therefore § 5B shall be added to the Company's Statute immediately following § 5A:
   
   
   "§ 5B
   1. The conditional share capital of the Company amounts up to PLN 83,222,437 (eighty three million, two hundred and twenty two thousand and four hundred and thirty seven) and includes up to 64,848,652 (sixty four million, eight hundred and forty eight thousand and six hundred fifty two) ordinary bearer series "J" shares and up to 18,373,785 (eighteen million, three hundred seventy three thousand and seven hundred eighty five) ordinary bearer shares series "K".
      
      
   2. The owners of series "J" and "K" shares shall participate in dividends payable by the Company, provided that respectively series "J" shares and series "K" shares are issued to the Shareholders of the Company before the record day for the dividend payments set forth in a resolution of the Ordinary General Shareholders' Meeting.
      
      
   3. The pre-emptive rights of the Company's current Shareholders with respect to series "J" shares and series "K" shares shall be excluded.
      
      
   4. The right to acquire:
      
      
      1. a) up to 64,848,652 (sixty four million, eight hundred and forty eight thousand and six hundred fifty two) ordinary bearer series "J" shares shall be granted to: (i) holders of bonds with the priority right to acquire shares issued by the Company based on Resolution No. 2 of the General Shareholders' Meeting of April 4, 2002 (the "Bonds"), (ii) the holders of the right to acquire shares (warrant) upon their separation from the Bonds and introduction to trading; and
         
         
      2. b) up to 18,373,785 (eighteen million, three hundred seventy three thousand and seven hundred eighty five) ordinary bearer series "K" shares shall be granted to the employees, consultants, and board members of the Company and its subsidiaries pursuant to a performance stock option plan to be adopted by the Company's Supervisory Board for the Netia Group; this right may be implemented by executing the priority right to subscribe for the shares (warrant) attached to the Bonds.
      
      
      
   5. The priority right to acquire series "J" shares (warrant) shall have a duration of:
      
      
      1. 2 (two) years from the date of the Bonds' issue with respect to 32,424,326 (thirty two million, four hundred and twenty four thousand, three hundred and twenty six) ordinary bearer series "J" shares; and
         
         
      2. b) 3 (three) years from the date of the Bonds' issue with respect to 32,424,326 (thirty two million, four hundred and twenty four thousand, three hundred and twenty six) ordinary bearer series "J" shares.
      
      
      
   6. The priority right to acquire series "K" shares (warrant) may be executed not later than on December 31, 2007, unless, subject to the Supervisory Board's approval, the Management Board will shorten the period for the execution of the priority right to acquire series "K" shares (warrant) pursuant to a performance stock option plan to be adopted by the Company's Supervisory Board for the Netia Group.
      
      
   7. Subject to: (i) the provisions of the performance stock option plan to be adopted by the Company's Supervisory Board for the Netia Group, and (ii) the provisions of Resolution No. 2 of the General Shareholders' Meeting of April 4, 2002 concerning the Bonds' issue with the priority right to acquire shares, as well as the detailed terms and conditions of the Bonds' issue set forth on the basis of that Resolution, the Company's Management Board, subject to the approval of the Company's Supervisory Board, is authorized to:
      
      
      
      1. determine the detailed terms and conditions for subscribing for series "J" and "K" shares and the division of series "J" and "K" shares into tranches;
         
         
      2. determine the issue prices of series "J" and "K" shares separately for each tranche;
         
         
      3. execute agreements with entities authorized to accept subscriptions for shares and to determine the places and dates of the subscription for series "J" and "K" shares;
         
         
      4. sign agreements, both paid and free of charge, in order to secure the success of the subscription for series "K" shares for the benefit of the entities referred to in § 5B section 4.b) of the Company's Statute and, in particular, trust deed and/or any standby or hard commitment underwriting agreement or agreements.
      
      
      
   8. The purpose of establishing the conditional share capital is to:
      
      
      
      1. grant the right to acquire the new issue of the Company's shares to those Company Shareholders who will acquire the Bonds with the priority right to acquire series "J" shares issued pursuant to Resolution No. 2 of the General Shareholders' Meeting of April 4, 2002, or for whose benefit such Bonds will be acquired; or
      2. b) grant the right to acquire series "K" shares to the employees, consultants and board members of the Company and its subsidiaries who will be entitled to acquire such shares pursuant to the performance stock option plan to be adopted by the Company's Supervisory Board for the Netia Group."
   
   
   
2. The exclusion of pre-emptive rights with respect to series "J" and "K" shares is, in the opinion of the Shareholders, economically justified and is in the best interests of the Company as well as the different groups of Shareholders. This has been justified in detail by the Management Board's opinion, which is attached as Exhibit No. 1 to this Resolution.
   
   
3. In accordance with Article 84, point 1 of the Law on the Public Trading of Securities, it is resolved to introduce series "J" and "K" shares to public trading. The Company's Management Board is obligated to take all actions necessary to implement this Resolution, including filing the relevant notification or motion with the Securities and Exchange Commission and filing an application for admitting and listing series "J" and "K" shares to trading on the main market of the Warsaw Stock Exchange, as well as filing an application for the assimilation of series "J" and "K" shares with the Company's other shares in the National Securities Deposit.
   
   
4. The Shareholders' Meeting hereby authorizes the Company's Supervisory Board to adopt the unified text of the Company's Statute which includes the amendments to the Statute registered in the entrepreneurs register and the amendments to the Company's Statute adopted by the Shareholders' Meeting on this day.
   
   
5. This Resolution shall be effective if the Shareholders' Meeting convened on March 27, 2002 adopts Resolution No. 2 concerning issuing bonds with priority rights to acquire the Company's shares and admitting such bonds to public trading in the form proposed by the Management Board.

EXHIBIT NO. 1
"OPINION OF THE MANAGEMENT BOARD OF NETIA HOLDINGS S.A. CONCERNING EXCLUSION OF THE PRE-EMPTIVE RIGHTS WITH RESPECT TO SERIES "J" AND "K" SHARES

The Management Board of Netia Holdings S.A. (the "Company" or "Netia") has convened an Extraordinary General Meeting of Shareholders of the Company for March 27, 2002 (the "Meeting"). The agenda of the Meeting includes, among other things, amendments to the Company's Statute and a conditional increase of the Company's share capital with the exclusion of the pre-emptive rights of the Company's current Shareholders through the issuance of up to 64,848,652 (sixty four million, eight hundred and forty eight thousand and six hundred fifty two) ordinary bearer series "J" shares and up to 18,373,785 (eighteen million, three hundred and seventy three thousand and seven hundred eighty five) ordinary bearer series "K" shares.

The Management Board hereby submits its opinion and recommendation in respect of the contemplated conditional increase of the Company's share capital and the exclusion of the pre-emptive rights of the Company's existing Shareholders with regard to series "J" and "K" shares, as required by Article 433 § 2 of the Commercial Companies Code.

The issuance of series "J" and "K" shares is directly related to the ongoing actions that should lead to the financial restructuring of the Company. As a result of the negotiations conducted by the Company with its creditors, on March 5, 2002 Netia, Telia AB (publ.), Warburg Pincus Entities and creditors executed a restructuring agreement determining the detailed terms and conditions of the financial restructuring of Netia Holdings S.A. and the Netia Group (the "Restructuring Agreement").

Pursuant to the proposed terms of the restructuring, the existing Shareholders of the Company will be issued two and three year freely transferable and assignable warrants that will be traded on the Warsaw Stock Exchange. Each tranche of warrants shall enable their holders to acquire 7.5% of the Company's share capital outstanding immediately following the restructuring in each of the tranches (together 15%). The warrants for the Shareholders will be listed on the Warsaw Stock Exchange. The strike price applicable to warrants in each tranche will correspond to the volume weighted average of the Company's share price for the 30 trading days beginning 31 days immediately following the day the restructuring is closed. Additionally, a reserve of ordinary bearer shares of the Company shall be created covering 5% of the Company's share capital immediately following the restructuring for purposes of a performance stock option plan to be adopted for key employees of the Company.

Pursuant to the presented terms and conditions of the restructuring, the conditional increase of the Company's share capital trough the issuance of up to 83,222,437 ordinary bearer series "J" and "K" shares constitutes one of the aspects of the planned financial restructuring of the Company as well as one of the Company's obligations under the Restructuring Agreement.

The right to acquire up to 64,848,652 ordinary bearer series "J" shares shall be granted to the Company's Shareholders executing rights attached to the bonds with the priority right to acquire shares issued by the Company based on Resolution No. 2 of the General Shareholders' Meeting of March 27, 2002, and subsequently to each of the holders of the right to acquire shares (warrant) upon the introduction of such right to trading. The right to acquire up to 18,373,785 ordinary bearer series "K" shares shall be granted to the employees, consultants, and board members of the Company and its subsidiaries pursuant to a performance stock option plan to be adopted by the Company's Supervisory Board for the Netia Group.

Taking into account the current actions of the Management Board aimed at reducing the Company's indebtedness and the actual opportunity to decrease this debt as a result of Netia executing the Restructuring Agreement, it is the Management Board's opinion that the exclusion of the pre-emptive rights of the Company's current Shareholders with respect to series "J" and "K" shares is economically justified and is in the best interests of the Company as well as the different groups of Shareholders.

The Management Board therefore recommends that the Company's Shareholders vote for all resolutions in the form presented by the Management Board and approve the issue of series "J" and "K" shares with the exclusion of pre-emptive rights of the Company's current Shareholders."

Resolution No. 2
of the Extraordinary General Shareholders' Meeting of "Netia Holdings" S.A.
dated April 4, 2002

concerning issuing bonds with the priority right to acquire the Company's shares
and admitting such bonds to public trading

1. Pursuant to § 8 section 3 of the Company's Statute, Article 393 of the Commercial Companies' Code and based on Articles 22 and 23 of the Bond Law, the Shareholders' Meeting approves and authorizes the Management Board to issue up to 50,798,111 (fifty million, seven hundred and ninety eight thousand and one hundred and eleven) bearer bonds with the priority right to subscribe for new series of ordinary bearer shares of the Company before the Company's Shareholders (the "Bonds").
   
   
2. The nominal value of each Bond shall be 1 (one) Polish grosz.
   
   
3. The issue price of the Bonds shall be equal to the nominal value of the Bonds.
   
   
4. The Bonds shall not bear any interest.
   
   
5. The pre-emptive rights of the Company's current Shareholders with respect to ordinary bearer series "J" and "K" shares shall be excluded.
   
   
6. The Bonds shall be issued in three series:
   
   
   
   1. series I consisting of up to 31,419,172 (thirty one million, four hundred and nineteen thousand and nine hundred and seventy two) Bonds;
      
      
   2. series II consisting of up to 1,005,154 (one million, five thousand and one hundred and fifty four) Bonds;
      
      
   3. series III consisting of up to 18,373,785 (eighteen million, three hundred seventy three thousand and seven hundred eighty five) Bonds.
   
   
   
7. Each Bond of both series I and II shall give the right to its holder to subscribe for 2 (two) ordinary bearer series "J" shares on the following terms:
   
   
   
   1. 1 (one) share within 2 (two) years following the Bonds' issue; and
      
      
   2. 1 (one) share within 3 (three) years following the Bonds' issue.
   
   
   
8. Each series III Bond shall give its holder the right to subscribe for 1 (one) ordinary bearer series "K" share for the issue price equal to the nominal value of the Company's shares; the issue price for series "K" shares shall be different from the strike prices set forth for stock options issued under a stock option plan to be adopted by the Supervisory Board for Netia Group.
   
   
9. The right to subscribe for bearer series "J" and "K" shares (the "Warrants") may be transferred without transferring the Bonds.
   
   
10. The right to purchase series I Bonds shall be granted to Shareholders who are the record owner of the Company's shares as of the first day immediately preceding the opening of the subscription for series "H" shares; one Company's share that exists on such date shall entitle each holder to purchase 1 (one) Bond. The Management Board is entitled to determine in the terms and conditions of the Bonds' issue and that the Bonds may be solely acquired by a trust for the benefit of the entitled Shareholders.
    
    
11. Subject to Section 13. a) hereof, the right to purchase series II Bonds shall be granted to Shareholders entitled to purchase series I Bonds, provided however that all entitled Shareholders shall have an opportunity to receive the economic benefits provided for in the Restructuring Agreement, dated March 5, 2002, entered into among the Company, Netia South Sp. z o.o., Netia Telekom S.A., Netia Holdings B.V., Netia Holdings II B.V., Netia Holdings III B.V., the Noteholders who signed the Restructuring Agreement, JPMorgan Chase Bank, Telia AB (publ.), Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V., Warburg, Pincus Netherlands Equity Partners III, C.V., and Warburg Netia Holding Limited.
    
    
12. The right to purchase series III Bonds shall be granted to employees, consultants and board members of the Company and its subsidiaries who will be entitled to purchase the Company's shares pursuant to a performance stock option plan to be adopted by the Company's Supervisory Board for the Netia Group. The Management Board may specify in the terms and conditions of the Bond issue that the Bonds may be solely acquired by a trust for the benefit of the entitled employees. The performance stock option plan adopted by the Company's Supervisory Board for the Netia Group may limit the rights of the employees, consultants and board members of the Company and its subsidiaries entitled to acquire shares only to the right to acquire the Warrant attached to each series III Bond from a third party offeror (wprowadzający do obrotu) or from an underwriter.
    
    
13. The Shareholders' Meeting hereby authorizes and obliges the Company's Management Board, subject to the approval of the Company's Supervisory Board, to undertake all actions necessary to execute this Resolution, including:
    
    
    
    1. setting forth the detailed terms of distributing and allocating series II Bonds;
       
       
    2. setting forth detailed terms and conditions of the Bonds' issue, which shall include the terms of the Bonds' offering, the deadline for the subscription and the date of the Bonds' issue;
       
       
    3. preparing a list of entities which shall be offered the Bonds;
       
       
    4. approving the documentation of the Bonds' issue;
       
       
    5. determining the time of opening and closing the subscription period for series "J" and "K" shares;
       
       
    6. determining the issue price of series "J" shares at least one day prior to opening subscriptions for both series I and II Bonds to be set forth as the volume weighted average market price of the Company's shares for the 30 trading days beginning at the closure of the 31 calendar days following the Financial Restructuring Consummation. The Financial Restructuring Consummation shall mean the first day when series "H" shares shall be available for receipt by each of the Consenting Noteholders and JPMorgan, as defined in the Restructuring Agreement dated March 5, 2002; and
       
       
    7. sign agreements, both paid and free of charge, in order to secure the success of the subscription for series I, series II and series III Bonds for the benefit of the entities referred to in sections 10, 11 and 12 of this Resolution, in particular, any standby or hard commitment underwriting agreement or agreements.
    
    
    
14. In accordance with Article 64, point 1 of the Law on the Public Trading of Securities, it is resolved to introduce the Bonds to public trading. The Company's Management Board is obligated to take all actions necessary to implement this Resolution, including filing the relevant motion with the Securities and Exchange Commission and filing an application for admitting the Bonds or the Warrants to trading on the Warsaw Stock Exchange.

Resolution No. 3
of the Extraordinary General Shareholders' Meeting of "Netia Holdings" S.A.
dated April 4, 2002

concerning the share capital increase for the purposes of a performance stock option plan.

1. The Shareholders' Meeting hereby obliges the Company's Management Board to use, in any proportion:
   
   
   
   1. series "I" shares that may be issued by the Management Board based on a resolution of the Shareholders' Meeting of March 12, 2002; or
      
      
   2. 18,373,785 (eighteen million, three hundred and seventy three thousand and seven hundred and eighty five) series "K" shares,
   
   
   in order to distribute them among its employees, consultants, members of the Company's boards and the Company's subsidiaries, pursuant to the terms and conditions of a performance stock option plan to be adopted by the Company's Supervisory Board for the Netia Group.
   
   
2. The Shareholders' Meeting hereby resolves that for the purposes of the performance stock option plan to be adopted by the Company's Supervisory Board for the Netia Group, the Management Board may issue the Company's shares in such number that shall constitute up to 5% of the Company's share capital after the issue of series "H" shares, and pursuant to all other terms of the Restructuring Agreement, dated March 5, 2002, entered into among the Company, Netia South Sp. z o.o., Netia Telekom S.A., Netia Holdings B.V., Netia Holdings II B.V., Netia Holdings III B.V., the Noteholders who signed the Restructuring Agreement, JPMorgan Chase Bank, Telia AB (publ.), Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V., Warburg, Pincus Netherlands Equity Partners III, C.V., and Warburg Netia Holding Limited.