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Letter from the President & CEO to Shareholders of Netia Holdings S.A.

To All Shareholders of Netia Holdings S.A. participating in the Extraordinary General Meeting of Shareholders on August 30, 2000

Dear Shareholders:
As President of the Management Board of Netia Holdings S.A. I have the pleasure to inform you that on August 30, 2000 (Wednesday) at 12:00 hours Warsaw time, in the offices of Netia Holdings SA at ul. Poleczki 13 in Warsaw there will be held an Extraordinary General Meeting of Shareholders. In view of the above, please find below (i) the proposed agenda of the Extraordinary General Meeting of Shareholders and (ii) information regarding actions which must be taken in order to participate in the Extraordinary General Meetings of Shareholders of the Company and to exercise the voting rights attached to shares.

  1. Proposed agenda of the Extraordinary General Meeting of Shareholders to be held on August 30, 2000.

    1. Opening of the Meeting.
    2. Election of the Chairman of the Meeting.
    3. Statement that the Extraordinary General Meeting of Shareholders was properly convened
      and may adopt resolutions.
    4. Adoption of a resolution on amendment of §13 of the Company Statute.
    5. Adoption of a resolution on amendment of §15 of the Company Statute.
    6. Adoption of a resolution on amendment of §16.2 of the Company Statute.
    7. Adoption of a resolution on amendment of §17.3 of the Company Statute.
    8. Adoption of a resolution on amendment of §18.1 and § 18.2 of the Company Statute.
    9. Adoption of a resolution on amendment of §19 of the Company Statute.
    10. Changes in the composition of the Supervisory Board.
    11. Closing of the Meeting.
    The suggested amendments of the Company Statute relate to the expiry of certain preferences attached to the holding of not less than 5% of the total number of votes at the General Assembly of Shareholders of the Company by Dankner Investments Limited, Trefoil Capital Investors L.P., Shamrock Holdings, Inc., GS Capital Partners L.P., Stone Street Fund 1994, L.P. and Bridge Street Fund 1994, L.P. as a result of sale of a portion of the shares held by those shareholders. The suggested resolutions of the Extraordinary General Meeting of Shareholders of the Company will be approved by the meeting of the Supervisory Board on August 29, 2000.
    As a result of the suggested amendments to the Company's Statute, the Supervisory Board shall consist of ten (10) members. Four (4) members of the Supervisory Board of the Company shall be appointed by Telia. One (1) member of the Supervisory Board shall be appointed by WP Entities. One (1) member of the Supervisory Board of the Company shall be appointed by holders of series A1 shares. The remaining four (4) members of the Supervisory Board shall be elected by the General Assembly of Shareholders, provided, that : (i) at least two (2) of such four (4) members shall be "independent"; (ii) one (1) of such four (4) members shall be nominated by Telia and WP Entities; (iii) the remaining one (1) member shall be nominated by BRE Bank S.A. Drafts of resolutions to be proposed at the Extraordinary General Meeting of Shareholders of the Company are attached hereto as Schedule 1.


  2. Participating in the Extraordinary General Meeting of Shareholders on August 30, 2000

Proxies of Shareholders who are legal persons must present an up-to-date copy of an extract from an appropriate register where it is stated who is authorised to represent such entities, and respective powers of attorney. The power of attorney authorising to participate in a General Meeting must be in writing.
Shareholders holding publicly traded bearer shares shall have the right to participate in the Meeting provided that at least 7 days prior to the date of the Meeting they deliver to the Company depository certificates issued by the brokerage house keeping such shareholder's securities account or by, Centralny Dom Maklerski PEKAO SA.
Shareholders who are owners of registered shares (both admitted and not admitted to public trading) shall have the right to participate in the Meeting, provided that they are registered in the Share Register at least 7 days before the date of the Meeting. Shareholders who purchased registered publicly trade shares of the Company shall be registered in the Company's share register on the basis of a depository certificate delivered to the Company and issued by a brokerage house keeping such shareholder's securities account or by Centralny Dom Maklerski PEKAO S.A.
Shareholders who own non-publicly traded bearer shares shall have the right to participate in the Meeting provided that their shares are deposited with the Company at least 7 days prior to the date of the Meeting.
The list of shareholders authorised to participate in the Extraordinary General Meeting of Shareholders shall be available for inspection at the Company's offices 3 days prior to the Meeting.
I am looking forward to meeting you at the Shareholders' Meeting.

Sincerely,
Meir Srebernik
President of the Management Board of Netia Holdings S.A.