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01 April 2004

Netia sells its holdings in non-operative companies


WARSAW, Poland – April 1, 2004 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services today announced that, in the process of simplifying the Netia group’s internal structure, on March 31, 2004, the Company sold to Fiducia Investment Sp. z o.o., with its seat in Warsaw (“Fiducia Investment”), on the basis of share purchase agreements, the following holdings in certain dormant companies: (i) 400 shares, EUR 45.38 par value per share, of Netia Holdings B.V., with its seat in Amsterdam, the Netherlands, constituting 100% of Netia Holdings B.V.’s share capital and giving 100% of the voting power at Netia Holdings B.V.’s general meeting of shareholders. The total par value of the shares sold equals EUR 18,151.21. The total value of the transaction equals PLN 1,000; (ii) 400 shares, EUR 45.38 par value per share, of Netia Holdings II B.V., with its seat in Amsterdam, the Netherlands, constituting 100% of Netia Holdings II B.V.’s share capital and giving 100% of the voting power at Netia Holdings II B.V.’s general meeting of shareholders. The total par value of the sold shares equals EUR 18,151.21. The total value of the transaction equals PLN 1,000; and (iii) 200 shares, EUR 100 par value per share, of Netia Holdings III B.V., with its seat in Amsterdam, the Netherlands, constituting 100% of Netia Holdings III B.V.’s share capital and giving 100% of the voting power at Netia Holdings III B.V.’s general meeting of shareholders. The total par value of the sold shares equals EUR 20,000. The total value of the transaction equals PLN 1,000. The Company’s management board announced that, in the process of simplifying the Netia group’s internal structure, on March 31, 2004, the Company’s subsidiary, Świat Internet SA (“Świat Internet”), sold to Fiducia Investment, on the basis of share purchase agreements, the following holdings in certain dormant companies: (i) 835,130 shares, PLN 10 par value per share, of Multinet S.A., with its seat in Warsaw, constituting 100% of Multinet S.A.’s share capital and giving 100% of the voting power at Multinet S.A.’s general shareholders’ meeting. The total par value of the sold shares equals PLN 8,351,300. The total value of the transaction equals PLN 1,000; (ii) 435,660 shares, PLN 10 par value per share, of IDS S.A., with its seat in Warsaw, constituting 100% of IDS S.A.’s share capital and giving 100% of the voting power at IDS S.A.’s general shareholders’ meeting. The total par value of the sold shares equals PLN 4,356,600. The total value of the transaction equals PLN 1,000; (iii) 40 shares, PLN 50 par value per share, of Pik-Net Sieci Rozległe Sp. z o.o., with its seat in Warsaw, constituting 100% of Pik-Net Sieci Rozległe Sp. z o.o.’s share capital and giving 100% of the voting power at Pik-Net Sieci Rozległe Sp. z o.o.’s general meeting of shareholders. The total par value of the sold shares equals PLN 20,000. The total value of the transaction equals PLN 1,000; (iv) 80,000 shares, PLN 50 par value per share, of Publiczny Dostęp do Internetu Sp. z o.o., with its seat in Łódź, constituting 100% of Publiczny Dostęp do Internetu Sp. z o.o.’s share capital and giving 100% of the voting power at Publiczny Dostęp do Internetu Sp. z o.o.’s general meeting of shareholders. The total par value of the sold shares equals PLN 4,000,000. The total value of the transaction equals PLN 1,000; and (v) 1,368,420 shares, PLN 1 par value per share, of Polska OnLine Holding S.A., with its seat in Warsaw (“Polska OnLine”), constituting approximately 90% of Polska OnLine Holding S.A.’s share capital and giving approximately 90% of the voting power at Polska OnLine Holding S.A.’s general shareholders’ meeting. The total par value of the sold shares equals PLN 1,368,420. The total value of the transaction equals PLN 900. By September 30, 2004, Świat Internet covenanted to offer to Fiducia Investment the remaining 160,000 shares of Polska OnLine for the total price of PLN 100. The Company’s management board hereby announces that, in the process of simplifying the Netia group’s internal structure, on March 31, 2004, the Company’s subsidiary, Polska OnLine, sold to Fiducia Investment, on the basis of share purchase agreements, the following holding in a certain dormant company: 7,649 shares, PLN 700 par value per share, of Polska OnLine Sp. z o.o., with its seat in Warsaw, constituting 100% of Polska OnLine Sp. z o.o.’s share capital and giving 100% of the voting power at Polska OnLine Sp. z o.o.’s general meeting of shareholders. The total par value of the sold shares equals PLN 5,345,300. The total value of the transaction equals PLN 1,000. The Company’s management board further announces that: (i) none of the companies whose shares were subject to the above mentioned transactions conducts telecommunications activities; (ii) in each of the nine transactions, the shares sold by the Company, Świat Internet and Polska OnLine constituted more than 20% of the respective companies’ share capitals; and (iii) neither the Company, Świat Internet, Polska OnLine nor any of their management board or supervisory board members are in any way connected to the purchaser of the shares.

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, its Current Report dated November 6, 2003, its Current Report dated December 29, 2003, its Current Report dated February 3, 2004, its Current Report dated March 1, 2004 and its Current Report dated March 9, 2004. Netia undertakes no obligation to publicly update or revise any forward-looking statements.