Netia Convenes Extraordinary General Meetings of Shareholders to Propose Increase in Share Capital

Netia Holdings S.A., Poland's largest alternative fixed-line telecommunications services provider, today announced that it will hold two Extraordinary General Meetings of Shareholders in Warsaw on February 5, 2002 and on February 19, 2002, to adopt resolutions on, 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. 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. 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.