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05 February 2002

No resolutions adopted at Netia's Extraordinary General Meeting of Shareholders

WARSAW, Poland - February 5, 2002 - Netia Holdings S.A. (Nasdaq: NTIA, WSE: NET) today announced that, following the earlier recommendation of the Management Board, no resolutions with respect to the items contemplated by the agenda of the Meeting were adopted at the Extraordinary General Meeting of Shareholders of the Company held on February 5, 2002.

Previously, Netia had announced that due to ongoing discussions with bondholders concerning a consensual reorganization of Netia's balance sheet, the Management Board would announce its recommendation on resolutions to be voted on prior to the Shareholders' Meeting. If the negotiations with the bondholders were not well advanced in due time, the Management Board stated it would recommend not to adopt any resolutions concerning the capital increase at the Shareholders' Meeting. The next Extraordinary General Meeting of Shareholders of Netia will be held on February 19, 2002.

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.