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28 May 2002

Netia Holdings S.A. convenes Ordinary Shareholders' Meeting

WARSAW, Poland - May 28, 2002 - Netia Holdings S.A. (Nasdaq: NTIAQ, WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, announced today that it will hold an Ordinary Shareholders' Meeting in Warsaw on June 18, 2002, to approve the Management Board's report and financial statements for the 2001 financial year, appoint an expert auditor to examine the financial statements for the 2002 financial year, approve the remuneration granted in 2001 and later to members of the Supervisory Board and re-adopt certain shareholders' resolutions from the March 12, 2002 Extraordinary General Shareholders' Meeting.

Netia is proposing to re-adopt the resolutions regarding the issuance of series "H" shares, previously adopted by the Extraordinary General Shareholders' Meeting on March 12, 2002 in connection with the Company's ongoing restructuring. Pursuant to Polish law, a resolution increasing the Company's share capital may not be filed with the registry court later than six months after its adoption. The re-adoption therefore extends the time during which the share capital increase can be registered. Arrangement proceedings in connection with Netia's restructuring were opened in Poland on May 15, 2002.

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 the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 20-F filed with the Commission on March 28, 2002, it Current Report on Form 6-K filed with the Commission on April 3, 2002, it 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, and its Current Report on Form 6-K filed with the Commission on May 24, 2002. The Company undertakes no obligation to publicly update or revise any forward-looking statements.