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05 March 2002

Netia shareholders adjourn meeting; another shareholder meeting convened to propose issuance of warrants and stock option plan for key employees

WARSAW, Poland - March 5, 2002 - Netia Holdings S.A. (the "Company" or "Netia") (Nasdaq: NTIA, WSE: NET) announced that the Extraordinary General Meeting of Shareholders of the Company held on February 19, 2002 and previously adjourned until March 5, 2002, today approved a one-week adjournment of the meeting until March 12, 2002 at 12:00 p.m. CET. No substantive resolutions were voted upon at today's meeting.

As announced earlier today, a Restructuring Agreement to implement a restructuring plan designed to strengthen Netia's capital structure will be signed today by Netia, Telia and the Warburg Pincus entities. The adjournment was adopted in order to allow the Ad Hoc Committee of Noteholders and other Noteholders to sign the Restructuring Agreement. In addition, Netia announced today that it has convened another Extraordinary General Meeting of its Shareholders on March 27, 2002, to increase conditionally the Company's share capital by up to PLN 141,386,274 through the issuance of ordinary bearer series "J" shares, with an aim to facilitate the issuance of warrants to existing shareholders and to propose a stock option plan for Netia's key employees.

These proposed resolutions are resulting from the agreed terms of the restructuring, as announced previously and are subject to the approval of the Supervisory Board. Prior to the Shareholders' Meeting on March 27, 2002, Netia's Management Board will announce the final text of the proposed resolutions and will also present a recommendation of the Supervisory Board on these issues.

Netia is the leading alternative fixed-line telecommunications provider in Poland. Netia provides a broad range of telecommunications services including voice, data and Internet-access and commercial network services. Netia's American Depositary Shares ("ADSs") are listed on the Nasdaq National Market, and the Company's ordinary shares are listed on the Warsaw Stock Exchange. Netia owns, operates and continues to build a state-of-the-art fiber-optic network that, as at December 31, 2001, had connected 343,802 active subscriber lines, including 97,994 business lines. Netia currently provides voice telephone services in 24 territories throughout Poland, including in six of Poland's ten largest cities.

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 April 30, 2001, its Current Report on Form 6-K filed with the Commission on May 15, 2001, its Current Report on Form 6-K filed with the Commission on August 7, 2001, its Current Report on Form 6-K filed with the Commission on November 6, 2001, and its Current Report on Form 6-K filed with the Commission on January 18, 2002. The Company undertakes no obligation to publicly update or revise any forward-looking statements.