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11 February 2002

Netia announces proposed resolutions for Extraordinary General Meeting of Shareholders on February 19, 2002

WARSAW, Poland - February 11, 2002 - Netia Holdings S.A. (the "Company" or "Netia") (Nasdaq: NTIA, WSE: NET) today announced the proposed resolutions to be adopted by the Company's Extraordinary General Meeting of Shareholders on February 19, 2002.

As previously announced by Netia, the proposed resolutions concern, among other things, a decrease of the Company's share capital by reducing the nominal value of the Company's shares from PLN 6 to PLN 1, the issuance of a new series of the Company's shares, and amendments to the Company's Statute, if required, in connection with the Company's reorganization.

Netia will announce the recommendation of its Management Board with regard to the proposed capital increase not later than February 18, 2002. Depending on the progress of ongoing discussions with bondholders concerning a consensual reorganization of Netia's balance sheet, the Management Board could also recommend closing the Shareholders Meeting without adopting any resolutions or not adopting resolutions concerning the capital increase.

Owing to the present market valuation of Netia's shares, Netia will propose a decrease of the Company's share capital through decreasing the nominal value of the Company's shares in order to enable the issuance of new shares since, as required by the Polish Commercial Companies' Code, the issuance price of new shares cannot be lower than their nominal value (currently PLN 6.00). Netia will propose an increase in the Company's share capital up to PLN 631,419,172 through the issuance of up to 600,000,000 ordinary bearer series H shares with a nominal value of PLN 1, excluding the pre-emptive rights of current shareholders. In addition, Netia will propose granting authorization to the Management Board to further increase the Company's share capital by up to PLN 141,386,274 through the issuance of ordinary bearer series I shares, or a subsequent series of shares, within the period ending on February 5, 2005 (authorized capital). Approval of the capital increase would not, in and of itself, represent a commitment on the part of any shareholder to provide additional capital or financial support to the Company, and no such commitments exist at this time.

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 September 30, 2001, had connected 343,634 active subscriber lines, including 93,713 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.