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31 December 2003

Netia merges with its subsidiaries


WARSAW, Poland – December 31, 2003 – Netia S.A. (“Netia”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, announced that today the District Court for the Capital City of Warsaw, XX Commercial Division of the National Court Register entered in the register of entrepreneurs the merger between the Company and its nineteen wholly-owned subsidiaries which operated under the following names: Netia Telekom S.A., Netia South Sp. z o.o., Netia Telekom Mazowsze S.A., Netia Telekom Warszawa S.A., Netia Telekom Modlin S.A., Netia Telekom Lublin S.A., Netia Telekom Ostrowiec S.A., Netia Telekom Świdnik S.A., Netia Telekom Toruń S.A., Netia Telekom Włocławek S.A., Netia Telekom Kalisz S.A., Netia Telekom Piła Sp. z o.o., Netia Telekom Silesia S.A., Netia Telekom Telmedia S.A., Optimus Inwest S.A., Netia Network S.A., Telekom Building Sp. z o.o., Netia 1 Sp. z o.o. and Telko Sp. z o.o. , and all of which, except for Telekom Building Sp. z o.o. and Optimus Inwest S.A., conducted telecommunication activities („Target Companies”). The merger was made pursuant to the Polish Commercial Companies Code through the transfer of all the assets of the Target Companies to Netia (merger by acquisition) without Netia’s share capital increase and without exchange of shares nor amendment of Netia’s Statute. According to the provisions of the Polish Commercial Companies Code, Netia’s merger with the Target Companies occurred as of 31 December 2003. As of that date Netia assumed all the rights and liabilities of the Target Companies that were dissolved. The merger completed the procedure of internal consolidation of the companies in the Netia Group. In addition, the court dismissed motions to admit Millennium Communications S.A. (“Millennium”) and Genesis Sp. z o.o. (“Genesis”) to participate in the case as interested parties and, therefore, it did not review the motions for suspension of the proceedings to register Netia’s merger with its subsidiaries. The court resolved that Millennium and Genesis do not have any reliable legal or economic interest since Netia’s merger with its wholly-owned subsidiaries does not result in any change in the existing rights of Netia’s shareholders.

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 June 27, 2003, its Current Report on Form 6-K filed with the Commission on June 30, 2003, its Current Report on Form 6-K filed with the Commission on August 8, 2003, its Current Report dated August 13, 2003, its Current Report dated September 23, 2003, its Current Report dated October 1, 2003, its Current Report dated November 4, 2003 and its Current Report dated November 6, 2003 , its Current Report dated November 6, 2003 and its Current Report dated December 29, 2003. Netia undertakes no obligation to publicly update or revise any forward-looking statements.