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04 June 2004

Netia’s share capital as of June 1, 2004

WARSAW, Poland – June 4, 2004 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services today announced its share capital has increased in connection with the exercise of certain warrants and options issued by Netia.

 I. Share Capital. As of June 1, 2004, Netia’s issued and outstanding share capital was PLN 359,852,863 and represented PLN 359,852,863 shares, PLN 1 par value per share, each share giving right to one vote at Netia’s general meeting of shareholders. A motion for the registration of the share capital increase by the Polish court will be filed on June 7, 2004.

II. Warrants Issued. As of June 1, 2004, Netia issued 15,326,919 series J shares pursuant to the exercise of 12,943,923 two-year subscription warrants and 2,382,996 three-year subscription warrants by their holders at an issue price of PLN 2.53 per share. Each series J share entitles its holder to one vote at Netia’s general meeting of shareholders. Netia’s series J shares are publicly traded on the Warsaw Stock Exchange (“WSE”) under the same code as all other ordinary shares of Netia i.e. PLNETIA00014. The subscription warrants were exercised in accordance with Netia’s Polish prospectus, dated April 17, 2002, as amended.

 III. Outstanding Warrants. As of June 2, 2004, the following warrants were traded on WSE: (a) 19,480,298 two-year subscription warrants were traded on WSE under the ticker “NETPPO2, entitling their holders to subscribe for Netia’s series J shares by April 29, 2005; and (b) 30,041,225 three-year subscription warrants were traded on WSE under the ticker “NETPPO3, entitling their holders to subscribe for Netia’s series J shares by April 29, 2006.

 IV. Series K shares issued. Until June 1, 2004, Netia issued 480,732 series K shares in connection with the exercise of certain options granted under the performance stock option plan adopted by Netia’s supervisory board on June 28, 2002, as amended. The total number of series K shares that may be issued under this plan will not exceed 18,373,785 shares.

 V. Updated Information on Netia’s Share Capital. Current information on Netia’s share capital increases is constantly updated and made available at the Polish National Depositary for Securities and WSE as well as on Netia’s website (www.investor.netia.pl). The share capital as currently registered by the Polish court, in the amount of PLN 359,671,981, reflects the status as of May 1, 2004, and will be amended following the consideration of a motion for the share capital increase to be filed with the court on June 7, 2004. Share capital increases in connection with the exercise of Netia’s outstanding warrants and options will be announced both in Poland and in the U.S. in the form of a press release once a month by the 8th day of each month, and, in addition, each time in the event of an exercise of warrants constituting 5% or more of all warrants issued by Netia.

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 Netia's filings with the Securities and Exchange Commission, including its Annual Report on Form 20-F filed with the Commission on June 27, 2003, as well as Current Reports on Form 6-K it has furnished to the Commission since filing its Annual Report. Netia undertakes no obligation to publicly update or revise any forward-looking statements.