Changes within Netia's Management Board; Share Options Granted under a Key Employee Stock Option Plan; Approval of Directives for Strategic Plan.

Business Editors

WARSAW, Poland--(BUSINESS WIRE)--April 11, 2003

Netia Holdings S.A. ("Netia") (WSE: NET, NET2), Poland's largest alternative provider of fixed-line telecommunications services, today announced that its Supervisory Board appointed Elizabeth McElroy as member of the Management Board, effective as of April 10, 2003. Ms. McElroy (46) joined Netia in November 2002 holding the position of Chief Commercial Officer, responsible for marketing, sales and customer care. Her professional career includes over 20 years of experience in various managerial positions with telecommunications companies worldwide. She also worked in Poland for Centertel (representing Ameritech International) and Polska Telefonia Cyfrowa (representing MediaOne International). Prior to joining Netia, she held the position of Chief Marketing Officer in Hrvatski Telekom, Croatia. Elizabeth McElroy graduated from DePaul University of Chicago, USA, with Bachelor of Arts degree in Marketing. She holds Polish and American citizenship. Ms. McElroy does not conduct directly or through legal entities any activities that would compete with the activities of Netia or its subsidiaries.

At the same meeting, Netia's Supervisory Board accepted Stefan Albertsson's resignation from his position as member of the Management Board. Stefan Albertsson will remain a member of Netia's senior management team as Deputy Chief Commercial Officer.

In addition, Netia's Supervisory Board adopted the detailed conditions in order to implement the Stock Option Plan adopted by the Supervisory Board on June 28, 2002 (the "Stock Option Plan"). The aim of the Stock Option Plan is to create the incentives that will encourage and motivate highly qualified persons holding senior management positions, employees, co-operators, consultants and members of the management board of Netia and its subsidiaries (the "Netia Group") by granting them options (the "Options") to acquire Netia's series K shares. Netia's Supervisory Board was authorized to implement the Stock Option Plan and determine the list of its participants. The Options will not be exercisable prior to the issuance of the subscription warrants to be issued pursuant to the Restructuring Agreement, dated March 5, 2002. Upon exercise of the Options, Netia will issue to each exercising participant the number of shares representing such participant's gain resulting from the exercise of the Options. The participant will not be required to pay the exercise price.

Netia's Supervisory Board granted Options to three members of the Management Board and four employees of the Netia Group. Netia's Chief Executive Officer, Wojciech Madalski, obtained Options representing 1.25% of Netia's share capital on a fully diluted basis. Elizabeth McElroy and Zbigniew Lapinski, members of the Management Board, obtained Options representing 0.5% and 0.3% of Netia's share capital on a fully diluted basis, respectively. These Options will expire on December 20, 2007.

In addition, Netia's Supervisory Board adopted principal guiding directives for finalisation of Netia's five-year strategic plan.

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 March 28, 2002, its Current Report on Form 6-K filed with the Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the Commission on May 6, 2002, its Current Report on Form 6-K filed with the Commission on May 7, 2002, its Current Report on Form 6-K filed with the Commission on May 20, 2002, its Current Report on Form 6-K filed with the Commission on May 24, 2002, its Current Report on Form 6-K filed with the Commission on June 28, 2002, its Current Report on Form 6-K filed with the Commission on July 2, 2002, its Current Report on Form 6-K filed with the Commission on July 31, 2002, and its Current Report on Form 6-K filed with the Commission on August 2, 2002, its Current Reports on Form 6-K filed with the Commission on August 6, 2002, its Current Report on Form 6-K filed with the Commission on August 9, 2002, its Current Report on Form 6-K filed with the Commission on August 15, 2002 its Current Report on Form 6-K filed with the Commission on August 16, 2002, its Current Report on Form 6-K filed with the Commission on August 28, 2002, its Current Report on Form 6-K filed with the Commission on August 30, 2002, its Current Report on Form 6-K filed with the Commission on September 16, 2002, its Current Report on Form 6-K filed with the Commission on September 20, 2002, its Current Report on Form 6-K filed with the Commission on September 24, 2002, its Current Report on Form 6-K filed with the Commission on October 1, 2002, its Current Report on Form 6-K filed with the Commission on October 15, 2002, its Current Report on Form 6-K filed with the Commission on October 17, 2002, its Current Report on Form 6-K filed with the Commission on October 22, 2002, its Current Report on Form 6-K filed with the Commission on October 25, 2002, its Current Report on Form 6-K filed with the Commission on November 5, 2002, its Current Report on Form 6-K filed with the Commission on November 5, 2002, its Current Report on Form 6-K filed with the Commission on November 6, 2002, its Current Report on Form 6-K filed with the Commission on November 18, 2002 , its Current Report on Form 6-K filed with the Commission on November 21, 2002, its Current Reports on Form 6-K filed with the Commission on December 3, 2002, its Current Reports on Form 6-K filed with the Commission on December 10, 2002, its Current Report on Form 6-K filed with the Commission on December 23, 2002, its Current Report on Form 6-K filed with the Commission on January 8, 2003, its Current Report on Form 6-K filed with the Commission on January 16, 2003, its Current Report on Form 6-K filed with the Commission on January 29, 2003, its Current Report on Form 6-K filed with the Commission on February 3, 2003, its Current Report on Form 6-K filed with the Commission on February 13, 2003, its Current Report on Form 6-K filed with the Commission on February 14, 2003, its Current Report on Form 6-K filed with the Commission on February 25, 2003, its Current Report on Form 6-K filed with the Commission on March 10, 2003, its Current Report on Form 6-K filed with the Commission on March 18, 2003, and its Current Report on Form 6-K filed with the Commission on April 8, 2003. Netia undertakes no obligation to publicly update or revise any forward-looking statements.