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21 February 2002

Netia takes steps to include swap counterparty in restructuring plan

WARSAW, Poland - February 21, 2002 - Netia Holdings S.A. (Nasdaq: NTIA, WSE: NET) Poland's largest alternative provider of fixed-line telecommunications services, today announced that, in order to effect its restructuring plan in due course, the Company issued a fully revocable guarantee to JPMorgan Chase Bank ("JPMC") yesterday guaranteeing the obligations of its subsidiary, Netia Holdings III B.V., under the swap termination arrangement previously negotiated between the two parties. The guarantee was issued in order to allow JPMC to participate in the restructuring currently being negotiated between the Company, its bondholders, its shareholders and certain other creditors on the same basis as the bondholders, for purposes of Polish law. The temporary guarantee may be revoked at any time by the Company and at the direction of the Ad Hoc Committee of bondholders if no agreement is reached with JPMC.

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 (NTIA), 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.