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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 February 19, 2001

Dear Shareholders:
As President of the Management Board of Netia Holdings S.A. I have the pleasure to inform you that on February 19, 2001 (Monday) 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 February 19, 2001.

    1. Opening the Meeting.
    2. Electing the Chairman of the Meeting.
    3. The statement that the General Shareholders' Meeting has been convened properly and is able to adopt resolutions.
    4. Adopting a resolution concerning the approval of the "Rules of Remuneration for the Supervisory Board's members".
    5. Adoption of a resolution on the increase of the Company's share capital through the issuance of series H shares, subject to a waiver of the preemptive rights of the current shareholders with respect to the newly issued shares.
    6. Adopting a resolution concerning admitting series H shares to public trading.
    7. Adopting a resolution concerning the amendment to § 5 of the Company's Statute.
    8. Adopting a resolution concerning the amendment to § 6, section 3 of the Company's Statute.
    9. Adopting a resolution concerning the amendment to § 15 of the Company's Statute.
    10. Adopting a resolution concerning the amendment to § 15, section 7 of the Company's Statute.
    11. Adopting a resolution concerning the amendment to § 17, section 1 of the Company's Statute.
    12. Adopting a resolution concerning the appointment of the Company's expert auditor.
    13. Closing the Meeting.
    The proposed amendments to the Company's Statute relate to an increase in share capital, rules of remunerating the supervisory board's members as well as the method of conveying the supervisory board's meetings. The suggested resolutions of the Extraordinary General Meeting of Shareholders of the Company will be approved by the meeting of the Supervisory Board on February 13, 2001.
    As a result of the suggested amendments to the Company's Statute, the Company's share capital shall increase by up to 1.14% from PLN 188,515,032 to up to PLN 190,660,170 through the issuance of up to 357,523 ordinary bearer series H shares with a nominal value of PLN 6.00. The issuance is in connection with STOEN S.A.'s, the Warsaw electricity distribution company, delivery of a notice that it elects to exercise its right to subscribe for the Company's shares in exchange for shares in Netia 1, and because of Telia AB having the right to make an exchange of its shares in Netia 1 in the coming future.

    The proposed rules of remunerating the supervisory board's members apply exclusively to those members of the Company's Supervisory Board who are elected by the General Shareholders' Meeting of Netia Holdings S.A. (four members) and are in line with the local market practice in this regard. The suggested amendments to the Company's Statute with respect to way of conveying the supervisory board meetings are aimed at increasing flexibility of the meetings' conduction.


  2. Participating in the Extraordinary General Meeting of Shareholders on February 19, 2001

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.

Yours sincerely,
Mattias Gadd
President of the Management Board of Netia Holdings S.A.