Corporate Governance

To All Shareholders of Netia Holdings S.A. participating in the Extrardinary General Meeting of Shareholders on January 15, 2003

Dear Shareholders:

As President of the Management Board of Netia Holdings S.A. I have the pleasure to inform you that on January 15, 2003 (Wednesday) at 12:00 hours Warsaw time, in the offices of Netia Holdings SA at 13. Poleczki Street 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 Ordinary 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 Ordinary General Meeting of Shareholders to be held on January 15, 2003.
   

   
   

   1. Opening the Meeting.
      
      
   2. Election of the Chairman of the Meeting.
      
      
   3. Statement that the Meeting has been convened properly and is able to adopt resolutions.
      
      
   4. Adoption of resolution concerning adopting amendments to the Company's Statute.
      
      
   5. Adoption of resolution concerning adopting the unified text of the Company's Statute.
      
      
   6. Adoption of resolution concerning adopting the General Shareholders' Meeting by-laws.
      
      
   7. Adoption of resolution concerning adopting the Supervisory Board by-laws.
      
      
   8. Adoption of resolution concerning changes in the composition of the Company's Supervisory Board.
      
      
   9. Adoption of resolution concerning adopting the 'Rules of Remunerating the Supervisory Board's Members'.
      
      
   10. Adoption of resolutions concerning the remuneration of the Supervisory Board's Members.
       
       
   11. Adoption of resolutions concerning adopting the Stock Option Plan for the Supervisory Board's Members.
       
       
   12. Adoption of resolution on Company's consent for creation of collateral on Company's assets as security against the guarantee of issuance of new notes of EUR 50 million plus interest, issued by Netia Holdings B.V. with its registered seat in The Netherlands
       
       
   13. Closing the Meeting.
       
       

   The proposed resolutions, including the amendments of the Company's Statute, are related to Netia's financial restructuring which is being conducted in compliance with the terms and conditions of the Restructuring Agreement made between the Company and its creditors on 5 March, 2002.

   
   
   

2. Participating in the Extraordinary General Meeting of Shareholders on January 15, 2003

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 (i.e. by January 8, 2003 at 17.00 hours Warsaw time) 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 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, i.e. by January 8, 2003 at 17.00 hours Warsaw time.

Proxies of Shareholders who are legal persons must present an up-to-date copy of an extract from an appropriate register stating who is authorized to represent such entities, and respective powers of attorney. The power of attorney authorizing a proxy to participate in a General Shareholders' Meeting must be in writing.

The list of Shareholders authorized 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.