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05 May 2000

Telia to increase strategic interest in Netia Holdings to 48.7% of share capital

Warsaw, Poland - May 5, 2000 - Netia Holdings S.A. (Nasdaq: NTIA), Poland¿s largest alternative telecommunications services provider, today announced that its strategic partner and largest shareholder, Telia AB, Sweden¿s national telecommunications operator and an affiliate of Telia have agreed to purchase approximately 80% of the equity interests in Netia held by four other principal shareholders. Telia¿s stepped up commitment to the Polish telecommunications market is in line with the company¿s Baltic Sea regional leadership strategy.
Telia and its affiliate have agreed to purchase 4,900,000 common shares of Netia Holdings at a price of $35 per share from Dankner Investments Limited, Shamrock Holdings, Inc., Trefoil Capital Investors, L.P., and a group of funds affiliated with Goldman Sachs Capital Partners. These shareholders, -- who have supported Netia¿s successful development over the past six years -- will retain a total of approximately 1,200,000 Netia common shares following the transaction, but will no longer have the right to designate representatives to Netia¿s Supervisory Board. Netia¿s other principal shareholders, Warburg Pincus & Co. LLC and BRE Bank, will continue to hold their seats on the Supervisory Board. The transaction is subject to customary conditions, including the approval of the Securities and Exchange Commission of Poland, and is expected to close within a month.
Jan-Åke Kark, President and CEO of Telia commented, "Telia is very committed to Poland, a major European market with outstanding long-term growth fundamentals. The growth of the Polish telecommunications market is phenomenal even compared to the country¿s rapid pace of economic development, and we strongly support Netia¿s drive to be the leading alternative national provider of voice, data and internet services to Polish business and residential customers. We will continue to contribute our financial, management and technical resources to Netia¿s development, and we do not expect any changes in Netia¿s management or strategy to follow from this increased ownership interest. We look forward to participating in Netia¿s continued success together with all of Netia¿s shareholders, employees and customers."
Following the purchase and the previously announced proposed issue of 4,925,000 new Netia common shares approved by the General Assembly of Shareholders on March 30, 2000, of which Telia has committed to purchase up to 2,250,000 shares, Telia and its affiliate will own approximately 48% of Netia Holdings. Prior to this, Telia¿s interest in Netia stood at 8,001,942 shares representing 30,2% of the company¿s currently outstanding shares.
NETIA HOLDINGS is the largest alternative fixed-line telecommunications operator in Poland. In March 2000, Netia won the tender for the Warsaw voice telephony license. Including Warsaw, Netia has 24 licenses for local telecommunications services in territories covering some 15 million people or approximately 40% of the Polish population. The Company¿s existing local telephone license territories cover five of the country¿s ten largest urban areas including Krakow, Poznan, Gdansk, Lublin, Katowice and several territories surrounding the city of Warsaw. Netia has also secured the benefit of a nationwide data and IP license to provide data transmission and Internet-based services. In February 2000, the Netia 1 consortium was awarded a nationwide domestic long distance voice license.