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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 Ordinary General Meeting of Shareholders on May 16, 2001

Dear Shareholders:
As President of the Management Board of Netia Holdings S.A. I have the pleasure to inform you that on May 16, 2001 (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 Ordinary General Meeting of Shareholders. In view of the above, please find below (i) the proposed agenda of the Ordinary General Meeting of Shareholders and (ii) information regarding actions which must be taken in order to participate in the Ordinary General Meetings of Shareholders of the Company and to exercise the voting rights attached to shares.

  1. Proposed agenda of the Ordinary General Meeting of Shareholders to be held on May 16, 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 may adopt resolutions.
    4. Adopting a resolution concerning the approval of the Management Board's report for the financial year 2000, the stand-alone financial statements and the consolidated financial statements of the Company for the financial year 2000.
    5. Adopting a resolution concerning the coverage of losses for the financial year 2000.
    6. Adopting a resolution concerning the fulfillment of duties performed by the Management Board and the Supervisory Board of the Company.
    7. Adopting a resolution concerning the consent for the purchase of real estate.
    8. Adopting a resolution concerning the resolutions adopted by the Remuneration Committee of the Supervisory Board of Netia Holdings S.A..
    9. Adopting a resolution concerning the unified version of the Company's statute.
    10. Adopting a resolution concerning the cancellation of Resolution No. 4 of the Extraordinary Shareholders' Meeting dated February 19, 2001 regarding the amendment to § 5 of the Company's Statute.
    11. Adopting a resolution concerning the amendment to § 12 of the Company's Statute.
    12. Adopting a resolution concerning the amendment to § 13 section 1 of the Company's Statute.
    13. Adopting a resolution concerning the amendment to § 17 section 3 of the Company's Statute.
    14. Adopting a resolution concerning the unified version of the Company's statute including the not registered amendments.
    15. 15. Closing the Meeting.
    The proposed resolutions relate to approval of the Management Board's report and financial statements for the financial year 2000, purchase of real estate, remuneration for two members of the Supervisory Board as well as amendments to the Company's Statute. The suggested resolutions of the Ordinary General Meeting of Shareholders have been approved by the meeting of the Supervisory Board.
    The proposed resolution on remunerating two members of the Supervisory Board is in line with the "Rules of Remunerating the Supervisory Board Members" adopted by General Meeting of Shareholders on February 19, 2001.
    The resolution on unified Company's statute is suggested due to the changes in the Polish registration system while resolutions on amending §12, §13 section 1 and § 17 section 3 of the Company's statute are due to the requirements of the new Company's Commercial Code introduced in Poland on January 1, 2001.
    The resolution on No. 4 of the Extraordinary Shareholders Meeting held on February 19, 2001 regarding the increase of the share capital of the Company is proposed to be cancelled in result of obtaining a consent from the Polish Securities and Exchange Commission to offer to STOEN and Telia AB, pursuant to the Shareholders Agreement of Netia 1, a portion of series E and C shares originally dedicated for distribution to employees under the Netia stock option plan.


  2. Participating in the Ordinary General Meeting of Shareholders on May 16, 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 Ordinary 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 General Shareholders' Meeting.

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

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