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Proposed resolutions

Resolution No. 1
of the Extraordinary Meeting of Shareholders of "Netia Holdings" S.A.
dated August 30, 2000

concerning the amendment of § 13 of the Company's Statute

The currently binding provision of § 13 of the Company's Statute shall be deleted in its entirety and shall be replaced by the following provision of § 13 of the Company's Statute:

§ 13
  1. Resolutions of the General Assembly of Shareholders shall be required in matters provided for in the Commercial Code, and in particular regarding decisions on division and distribution of profit.
  2. In this Statute:
    "Telia" shall mean Telia AB (publ.) a company organised under the laws of the Kingdom of Sweden     and the

    "WP Entities" shall collectively mean Warburg, Pincus Equity Partners, a Delaware limited partnership, L.P., Warburg, Pincus Ventures International, L.P., a Bermuda limited partnership, Warburg, Pincus Netherlands Equity Partners I, C.V., a Dutch limited partnership, Warburg, Pincus Netherlands Equity Partners II, C.V., a Dutch limited partnership, and Warburg, Pincus Netherlands Equity Partners III, C.V., a Dutch limited partnership.
    In this Statute:
    "Permitted Controlled Affiliate Transferee" shall mean any firm, company or corporation which Telia or WP Entities shall directly or indirectly control and which, upon acquiring any Company's shares from Telia or WP Entities, agrees to be bound by the provisions of the Post-IPO Shareholders' Agreement No. 1 among Telia, the WP Entities and Netia Holdings S.A., dated July 12, 2000 (in the case of the WP Entities Permitted Controlled Affiliate Transferee shall include Warburg Netia Holding Limited, a company organised under the laws of Cyprus);

    "Control" means the right to exercise, directly or indirectly, more than 50% (fifty) of the voting rights attributable to the shares of the controlled entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.
  3. The Management Board shall submit the proposed resolutions of the General Assembly of Shareholders for a prior opinion of the Supervisory Board of the Company. Draft proposed resolutions shall be delivered to the members of the Supervisory Board not later than 10 (ten) days prior to the date of the General Assembly of Shareholders. If the Supervisory Board fails to give its opinion on any proposed resolution 1 (one) day before the day of the General Assembly of Shareholders, such proposed resolution shall be deemed to be not approved by the Supervisory Board. A negative opinion or the lack of an opinion of the Supervisory Board shall not be an obstacle to adoption of such resolution by the General Assembly of Shareholders."
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Resolution No. 2
of the Extraordinary Meeting of Shareholders of "Netia Holdings" S.A.
dated August 30, 2000

concerning the amendment of § 15 of the Company's Statute

The currently binding provision of § 15 of the Company's Statute shall be deleted in its entirety and shall be replaced by the following provision of § 15 of the Company's Statute:

§ 15

  1. The Supervisory Board shall consist of 10 (ten) members. Except as otherwise provided in this Section, members of the Supervisory Board shall be elected and dismissed by the General Assembly of Shareholders.
  2. Telia and the WP Entities and/or their respective Permitted Controlled Affiliate Transferees shall enjoy individual rights to appoint and dismiss members of the Supervisory Board, in compliance with the following terms and conditions:
    1. As long as Telia and/or its Permitted Controlled Affiliate Transferees own shares constituting 20% (twenty) or more of the outstanding voting securities of the Company, Telia or its Permitted Controlled Affiliate Transferees shall have the right to appoint and dismiss 4 (four) members of the Supervisory Board of the Company (each of the members appointed by Telia shall be referred to as "Telia Supervisory Board Member");
    2. As long as Telia and its Permitted Controlled Affiliate Transferees own shares constituting 10% (ten) or more, but less than 20% (twenty), of the outstanding voting securities of the Company, then Telia shall have the right to appoint and dismiss 3 (three) Telia Supervisory Board Members;
    3. As long as Telia and its Permitted Controlled Affiliate Transferees own shares constituting 5% (five) or more, but less than 10% (ten), of the outstanding voting securities of the Company, then Telia shall have the right to appoint and dismiss 2 (two) Telia Supervisory Board Members;
    4. As long as the WP Entities and their Permitted Controlled Affiliate Transferees, in the aggregate, own shares constituting 5% (five) or more of the outstanding voting securities of the Company, the WP Entities shall have the right to appoint and dismiss 1 (one) member of the Supervisory Board (member appointed by the WP Entities shall be referred to as the "WP Supervisory Board Member"). The WP Supervisory Board Member shall in such capacity have the right to serve as a member of the (i) Remuneration Committee, (ii) Audit Committee and (iii) in the event of any future debt or equity financing of the Company, the Pricing Committee;
    5. If at any time the Shares owned by (A) Telia and its Permitted Controlled Affiliate Transferees, or (B) the WP Entities and their Permitted Controlled Affiliate Transferees, respectively, decreases for any reason to less than 5% (five) of the outstanding voting securities of the Company, then from such time, Telia or the WP Entities, as the case may be, shall cease to have the right to appoint and dismiss, respectively, any Telia Supervisory Board Members or WP Supervisory Board Member or to participate in the nomination of the Jointly-Proposed Supervisory Board Member referred to in Clause (g) b) below;
    6. 1 (one) member of the Supervisory Board shall be appointed and dismissed by holders of series A1 shares; provided that, such privilege has not terminated pursuant to § 6.3 above and, upon termination, such member shall be elected by the General Assembly of Shareholders and shall be an Independent Member.
    7. The remaining 4 (four) members of the Supervisory Board shall be elected by the General Assembly of Shareholders, provided, that:
      1. at least 2 (two) of such 4 (four) members shall be "independent" (the "Independent Member"). An "Independent Member" is a person who: (i) is not an executive officer of the Company or any of its subsidiaries or of any Affiliate of the Company or is not a member of the immediate family (or has a similar relationship) with any such person, (ii) does not have a business or professional relationship with the Company or any of its subsidiaries that is material to the Company or such person, or (iii) does not have an ongoing business or professional relationship with the Company or any of its subsidiaries, whether or not material in an economic sense, that involves continued dealings with management of the Company such as the relationship between the Company and its investment bankers or legal counsel;
      2. or as long as the WP Entities and their Permitted Controlled Affiliate Transferees, in the aggregate, own shares constituting 5% (five) or more of the outstanding voting securities of the Company, Telia and the WP Entities shall jointly have the right to nominate for election by the General Assembly 1 (one) of such 4 (four) members (the "Jointly-Proposed Supervisory Board Member"), it being their intention to nominate a person with experience and expertise in international telecommunications activities. It being understood that the Jointly-Proposed Supervisory Board Member may count as one of the Independent Members if such member meets the qualifications for independence set out in Section 2 (g) (a) above;
      3. for so long as BRE Bank S.A. ("BRE"), a Polish joint stock company and their Permitted Controlled Affiliate Transferees, in the aggregate, own shares constituting 3,5% (three and one half) or more of the outstanding voting securities of the Company, BRE shall have the right to nominate for election by the General Assembly the remaining 1 (one) member of such 4 (four) members.
    In this Statute:
    "Affiliate" shall mean any firm, company or corporation which, directly or indirectly, controls, is controlled by or is under common control with, Telia, the WP Entities or the Company;

    "Subsidiary" shall mean an entity in which the Company holds more than 50% (fifty) of the voting stock or has the right to appoint at least 50% (fifty) of the members of the management board or supervisory board (or similar governing or supervisory authority) of such entity;

    "Executive Officer" shall mean members of the Management Board of the Company, liquidators, chief accountant of the Company, in-house legal counsel and all persons responsible for managing the Company and reporting directly to the Management Board.
  3. As long as Telia and its Permitted Controlled Affiliate Transferees own shares constituting 20% (twenty) or more of the outstanding voting securities of the Company, the Chairman of the Supervisory Board shall be appointed by Telia; provided that such selection is approved by the WP Entities, acting together, such approval not to be unreasonably withheld. The Chairman shall have the power to cast the deciding vote in the event of a deadlock among the members of the Supervisory Board. In addition, the Chairman shall have the right to call or preside over meetings of the Supervisory Board and other procedural rights normally associated with such office. Approval by the WP Entities of the selection of the Chairman will be required only for so long as the WP Entities and their Permitted Controlled Affiliates, in the aggregate, own shares constituting 5% (five) or more of the outstanding voting securities of the Company.
  4. Meetings of the Supervisory Board shall be convened at least once every quarter and shall be chaired by the Chairman of the Supervisory Board. The Chairman shall also convene meetings of the Supervisory Board at the written request of the Management Board of the Company or any member of the Supervisory Board.
  5. The Supervisory Board may appoint an Executive Committee from among its members.
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Resolution No. 3
of the Extraordinary Meeting of Shareholders of "Netia Holdings" S.A.
dated August 30, 2000

concerning the amendment of § 16.2 of the Company's Statute

To the currently binding provision of § 16.2 of the Company's Statute, the following point (p) shall be added:
" p) the selection or replacement of the President of Management Board as nominated pursuant to § 18 section 2 of the Statute."
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Resolution No. 4
of the Extraordinary Meeting of Shareholders of "Netia Holdings" S.A.
dated August 30, 2000

concerning the amendment of § 17.3 of the Company's Statute

The currently binding provision of § 17.3 of the Company's Statute shall be deleted in its entirety and shall be replaced by the following provision of § 17.3 of the Company's Statute:

§ 17

  1. Resolutions of the Supervisory Board shall only be valid if a quorum is present at such meeting. Quorum shall consist of a majority of the total number of members of the Supervisory Board, but must include at least one Telia Supervisory Board Member for so long as Telia and/or its Permitted Controlled Affiliate Transferees own Company's shares entitling them to at least 8% of votes at the General Assembly of Shareholders and at least one WP Supervisory Board Member for so long as the WP Entities and/or their Permitted Controlled Affiliate Transferees own Company shares entitling them to at least 8% of votes at the General Assembly of Shareholders. If at a properly convened meeting of the Supervisory Board no quorum is present, those members of the Supervisory Board who are present shall be authorised to adjourn the meeting by written notice to the remaining members for a date not sooner than 5 (five) business days following the date on which the meeting was to be held, and at such adjourned meeting no quorum shall be required.
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Resolution No. 5
of the Extraordinary Meeting of Shareholders of "Netia Holdings" S.A.
dated August 30, 2000

concerning the amendment of § 18.1 and § 18.2 of the Company's Statute

The currently binding provision of § 18.1 and § 18.2 of the Company's Statute shall be deleted in its entirety and shall be replaced by the following provision of § 18.1 and § 18.2 of the Company's Statute:

§ 18

  1. The Management Board of the Company shall consist up to 10 (ten) members. The Supervisory Board shall decide on the number of Management Board members.
  2. The Management Board members shall be appointed and dismissed by the Supervisory Board. The President of Management Board and any replacement thereof, shall be nominated by Telia subject to § 16 section 2 (p) of the Statute.
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    Resolution No. 6
    of the Extraordinary Meeting of Shareholders of "Netia Holdings" S.A.
    dated August 30, 2000

    concerning the amendment of § 19 of the Company's Statute

    The currently binding provision of § 19 of the Company's Statute shall be deleted in its entirety and shall be replaced by the following provision of § 19 of the Company's Statute:

    § 19
    If WP Entities, or their Permitted Controlled Affiliate Transferees, cease to own shares of the Company entitling them to at least 5% of votes at the General Meeting of Shareholders, the provisions of § 15.2 and 15.3 shall terminate.
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    Resolution No. 7
    of the Extraordinary General Meeting of Shareholders of Netia Holdings S.A.
    dated August 30, 2000

    concerning the dismissal of Mr. Marian Małecki from the Supervisory Board
    Whereas the Extraordinary General Meeting of Shareholders of the Company adopted the resolution No. 2, by which §15 of the Company's Statute was amended, and the rights to appoint one member of the Supervisory Board jointly by Dankner, Trefoil, Shamrock and Telia expired, the Extraordinary General Meeting of Shareholders of the Company dismisses Mr. Marian Małecki as a member of the Supervisory Board of the Company as of the date of registration of the amendments to the Company's Statute by the registry court of the Company.
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    Resolution No. 8
    of the Extraordinary General Meeting of Shareholders of Netia Holdings S.A.
    dated August 30, 2000

    concerning the election of Mr. Andrzej Wójcik as a member of the Supervisory Board
    Whereas the Extraordinary General Meeting of Shareholders of the Company adopted the resolution No. 2, by which §15 of the Company's Statute was amended, and dismissed Mr Marian Małecki from the Supervisory Board, and BRE BANK S.A. proposed Mr. Andrzej Wójcik as a candidate, the Extraordinary General Meeting of Shareholders, in accordance with § 15.2 (g) (c), hereby elects Mr. Andrzej Wójcik as a member of the Supervisory Board of the Company, effective on the date of registration of the amendments to the Company's Statute by the registry court of the Company."