Letter from the Acting President of the Management Board to Shareholders of Netia Holdings S.A.

To All Shareholders of Netia Holdings S.A. participating in the Extraordinary General Meeting of Shareholders on December 18, 2001

Dear Shareholders:
As Acting President of the Management Board of Netia Holdings S.A. I have the pleasure to inform you that on December 18, 2001 (Tuesday) 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 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 December 18, 2001.


    1. Opening of the Meeting
    2. Election of the Chairman of the Meeting
    3. Statement that the General Shareholders' Meeting was properly convened and may adopt resolutions.
    4. Adoption of the resolution on the appointment of the Company's expert auditor.
    5. Adoption of the resolution on the Company's continuing existence.
    6. Closing of the Meeting.
The proposed resolution concerning the appointment of the Company's expert auditor is connected with the fulfilment of the Company's obligation to appoint an expert auditor to examine the Company's stand-alone financial statement and the Company's consolidated financial statement for the financial year ending December 31, 2001.
The proposed resolution concerning further existence of the Company is resulting from the fact that at September 30, 2001, the stand-alone Netia Holdings S.A. losses exceeded the sum of its reserve capital, spare capital and one third of its share capital which, as required by the Polish Commercial Companies' Code, triggers the need for the Company's shareholders to confirm that Netia Holdings S.A. shall continue its activities.
I would like to underline the fact that the suggested resolutions of the Extraordinary General Meeting of Shareholders have been approved by the Supervisory Board.


  1. Participating in the Extraordinary General Meeting of Shareholders on December 18, 2001

Proxies of Shareholders who are legal persons must present an up-to-date copy of an extract from an appropriate register stating who is authorised to represent such entities, and respective powers of attorney. The power of attorney authorising a proxy to participate in a General Shareholders' Meeting must be in writing.
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.
Shareholders holding publicly traded bearer shares and registered shares shall have the right to participate in the Meeting on condition 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.
The list of Shareholders authorised to participate in the Extraordinary General Shareholders' Meeting 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 General Shareholders' Meeting.


Yours sincerely,
Kjell-Ove Blom
Acting President of the Management Board of Netia Holdings S.A.