Corporate Governance

WARSAW, Poland - January 15, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services (in terms of value of generated revenues), today announced that the Extraordinary General Meeting of Shareholders held today adopted resolutions on (i) changes of Netia‘s Statute, (ii) changes of the composition of Netia‘s supervisory board, (iii) rules regulating compensation of members of Netia‘s supervisory board, and (iv) establishing security interests over Netia‘s assets in connection with EUR 50 million Senior Secured Notes due 2008 issued by Netia‘s Dutch subsidiary, Netia Holdings B.V. These resolutions were adopted in connection with the on-going restructuring of the Netia group companies.

Pursuant to the resolution of the Extraordinary General Meeting of Shareholders held on January 15, 2003, David Oertle, Donald Mucha and Jan Guz were dismissed as members of Netia‘s supervisory board as of January 15, 2003. Pursuant to the resolution of the Extraordinary General Meeting of Shareholders held on January 15, 2003, Przemyslaw Jaronski was dismissed as a member of Netia‘s supervisory board as of the date of the registration by the Polish court of changes to Netia‘s statutes adopted by the Extraordinary General Meeting of Shareholders held on January 15, 2003.

Pursuant to the resolution of the Extraordinary General Meeting of Shareholders held on January 15, 2003, Jaroslaw Bauc, Andrzej Michal Wiercinski and Richard James Moon were appointed members of Netia‘s supervisory board.

As a result of these changes Netia‘s supervisory board currently consists of the following 10 members: Nicholas N. Cournoyer (Chairman of the supervisory board), Jaroslaw Bauc, Morgan Ekberg, Richard James Moon, Andrzej Radziminski, Ewa Maria Robertson, Andrzej Michal Wiercinski, Jan Henrik Ahrnell, Przemyslaw Jaronski and Hans Tuvehjelm. As of the date of the registration by the Polish court of the changes to Netia‘s Statute adopted by the Extraordinary General Meeting of Shareholders on January 15, 2003, Jan Henrik Ahrnell, Przemyslaw Jaronski and Hans Tuvehjelm will cease to be members of Netia‘s supervisory board.

One of the minority shareholders formally objected to all resolutions of the Extraordinary General Meeting of Shareholders that related to dismissal and appointment of Netia‘s supervisory board members.

One of the minority shareholders formally objected to the resolution of the Extraordinary General Meeting of Shareholders establishing security interest over the entire enterprise of Netia.

Some of the information contained in this news release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. For a more detailed description of these risks and factors, please see Netia's filings with the Securities and Exchange Commission, including its Annual Report on Form 20-F filed with the Commission on March 28, 2002, its Current Report on Form 6-K filed with the Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the Commission on May 6, 2002, its Current Report on Form 6-K filed with the Commission on May 7, 2002, its Current Report on Form 6-K filed with the Commission on May 20, 2002, its Current Report on Form 6-K filed with the Commission on May 24, 2002, its Current Report on Form 6-K filed with the Commission on June 28, 2002, its Current Report on Form 6-K filed with the Commission on July 2, 2002, its Current Report on Form 6-K filed with the Commission on July 31, 2002, and its Current Report on Form 6-K filed with the Commission on August 2, 2002, its Current Reports on Form 6-K filed with the Commission on August 6, 2002, its Current Report on Form 6-K filed with the Commission on August 9, 2002, its Current Report on Form 6-K filed with the Commission on August 15, 2002 its Current Report on Form 6-K filed with the Commission on August 16, 2002, its Current Report on Form 6-K filed with the Commission on August 28, 2002, its Current Report on Form 6-K filed with the Commission on August 30, 2002, its Current Report on Form 6-K filed with the Commission on September 16, 2002, its Current Report on Form 6-K filed with the Commission on September 20, 2002, its Current Report on Form 6-K filed with the Commission on September 24, 2002, its Current Report on Form 6-K filed with the Commission on October 1, 2002, its Current Report on Form 6-K filed with the Commission on October 15, 2002, its Current Report on Form 6-K filed with the Commission on October 17, 2002, its Current Report on Form 6-K filed with the Commission on October 22, 2002, its Current Report on Form 6-K filed with the Commission on October 25, 2002, its Current Report on Form 6-K filed with the Commission on November 5, 2002, its Current Report on Form 6-K filed with the Commission on November 5, 2002, its Current Report on Form 6-K filed with the Commission on November 6, 2002, its Current Report on Form 6-K filed with the Commission on November 18, 2002 , its Current Report on Form 6-K filed with the Commission on November 21, 2002, its Current Reports on Form 6-K filed with the Commission on December 3, 2002, its Current Reports on Form 6-K filed with the Commission on December 10, 2002, its Current Report on Form 6-K filed with the Commission on December 23, 2002 and its Current Report on Form 6-K filed with the Commission on January 8, 2003. Netia undertakes no obligation to publicly update or revise any forward-looking statements.