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WARSAW, Poland – June 1, 2004 – Netia SA (“Netia” or the “Company”) (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 and in order to simplify its capital structure, on May 31, 2004 Netia entered into share purchase agreements with its subsidiaries as a result of which it acquired the shares of the following companies:

 1. Polbox Sp. z o.o. (“Polbox) with its registered seat in Warsaw Netia acquired 2,655 shares of nominal value of PLN 50 each, constituting 100% of the share capital of Polbox and a right to 100% of votes at the general meeting of shareholders of Polbox. The seller was Świat Internet SA, a wholly-owned subsidiary of Netia. The total purchase price was PLN 1,000. Polbox does not conduct telecommunication activities; and

2. Regionalne Sieci Telekomunikacyjne El-Net SA (“El-Net”) with its registered seat in Warsaw Netia acquired 3,970,000 registered shares of nominal value of PLN 100 each, constituting approximately 99.25% of the share capital of El-Net and a right to 99.25% of votes at the general meeting of shareholders of El-Net. The seller was Netia Ventures Sp. z o.o. with its seat in Warsaw (“Ventures”), a wholly-owned subsidiary of Netia. The shares were transferred to Netia in order to repay the loans granted to Ventures in the total amount of PLN 100.8 million (including interest). Along with El-Net’s shares, Netia acquired also the receivables from El-Net in the total nominal value of PLN 125.7 million (including interest). El-Net conducts telecommunication activities. Prior to the above transactions, Netia had been exercising, indirectly through its subsidiaries, 100% of votes at the general meetings of shareholders or the meetings of shareholders of the companies in which it acquired shares as discussed above. As a result of the above transactions Netia became the sole shareholder and a holder of the following number of votes at the general meetings of shareholders or the meetings of shareholders of each of the companies: Polbox - 2,655 of votes (100% of votes) El-Net - 4,000,000 of votes (100% of votes) Netia used its own cash resources to pay the purchase prices in the above transactions. In each of the above transactions the shares which were purchased constituted more than 20% of the share capital of specific companies.

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, as well as Current Reports on Form 6-K it has furnished to the Commission since filing its Annual Report. Netia undertakes no obligation to publicly update or revise any forward-looking statements.