After EGSM 20.10.2006 - resolutions, shareholders over 5 %

The Management Board of STALEXPORT S.A. informs that on 20.10.2006 the Extraordinary General Meeting of Shareholders was held in the seat of the Company. The shareholders present at the Extraordinary General Meeting of Shareholders represented 83,498,995 out of the total number of 157,762,023 shares/votes, what constituted 52,93 % of the share capital of the Company.
Shareholders which registered the share over 5% in the share capital:

• Autostrade S.p.A 34 159 378 21,65%
• Narodowy Fundusz Ochrony Środowiska 18 022 835 11,42%
• PKO Bank Polski S.A. 8 863 385 5,62%

The Extraordinary General Meeting of Shareholders passed the following resolutions:

Resolution no 1 regarding the election of the Scrutinisers
The Extraordinary General Meeting of Shareholders decides - according to the § 10a of the Regulations of the General Meeting of Shareholders - not to elect Scrutinisers and to authorise the Chairman of the Extraordinary General Meeting of Shareholders to sign the printed results of the voting.

Next resolution
In regard to: changing the agenda

The Extraordinary General Meeting of Shareholders decides to change the agenda published in Economic and Judicial Monitor in the following way: the voting over points 10 and 11 of the agenda will take place in a form of one resolution, not two resolutions.

Resolution no 2 regarding an application for admitting the shares of F series (with numbers from F 123.602.646 to F 157.762.023), issued in the framework of an increase in equity of the Company, within the range of the target capital, to the public trading on the regulated market and their dematerialisation as well as an authorization of the Management Board to conclude with the National Depository for Securities S.A. an agreement on registering the securities, mentioned in art. 5 of Act dated 29th July 2006 on Trading in Financial Instruments.
Acting under art. 27 passage 2 point 3 of the Act dated 29.07.2005 on public offering and conditions of introducing the financial instruments to the organised system of turnover and public companies as well as art. 5 passage 8 of the Act dated 29.07.2005 on Trading in Financial Instruments, the Extraordinary General Meeting of Shareholders:

1. gives approval for applying for admittance to the public trading on regulated market on Warsaw Stock Exchange S.A. of shares of F series (with numbers from F 123.602.646 to F 157.762.023), issued in the framework of an increase in equity of the Company within the range of the target capital and their dematerialisation,
2. authorizes the Management Board of the Company to conclude with the National Depository of Securities an agreement on registering, in national depository of securities, the shares of F series (with numbers from F 123.602.646 to F 157.762.023), issued within the framework of an increase in equity of the Company within the range of the target capital.

Justification:

On 24th October 2005 the following Acts became effective: Act on public offering and conditions governing the introduction of financial instruments to organized trading and public companies as well as Act on trading in financial instruments.
The first one of the above mentioned Acts imposed an obligation to attach, to a motion about approval of the offering circular of the Company, among others a resolution in regard to an application for admitting the shares of the Company to trading on the regulated market and their dematerialisation.
While according to the stipulations of the other one of the mentioned Acts, the issuer, before lodging a motion about admittance of the securities to the trading on the regulated market, is obliged to conclude with the National Depository of Securities S.A. an agreement on registering the securities.
Summing up, the necessity to pass the a/m resolution of the Extraordinary General Meeting of Shareholders results from the regulations which became effective, and which impose new duties on the securities issuers.
The Extraordinary General Meeting of Shareholders of STALEXPORT S.A. on 24.05.2006, in the resolution no 7 gave approval for applying for admittance to the public trading on regulated market on Warsaw Stock Exchange of the first part of the shares of F series with numbers from F 107,762,024 to F 123,602,645, issued for Bank Syndicate ? in the framework of the increase in equity of the Company within the target capital and their dematerialisation.

Resolution no 3 in regard to reversal of the resolutions nos 20 and 21 of the XIII Ordinary General Meeting of Shareholders of the Company of 21.07.2006

Under art.415 §1 of the Commercial companies code and §21 and §24 passage 1 point 7 of the Company?s Charter, the Extraordinary General Meeting of Shareholders decides to reverse the resolutions nos 20 and 21 resolved by the XIII Ordinary General Meeting of Shareholders of the Company of 21.07.2006.

The representative of the shareholder - Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej opposed this resolution stating that she on behalf of this sharehodler voted against, and demands recording this objection.
Next resolution
in regard to: striking the point 8 - concerning an amendment to the Company`s Charter - off the agenda

The Extraordinary General Meeting of Shareholders decides to strike the point 8 off the agenda, published in Economic and Judicial Monitor, because of its lack of purpose.
Resolution no 4 in regard to determining the remuneration of the members of the Supervisory Board delegated to permanent individual control

Under art. 390 § 3 and art. 380 of the Commercial companies code, the Extraordinary General Meeting of Shareholders decides that in case of delegating a member of the Supervisory Board to permanent individual control, his/her remuneration will amount to 4000 zloty per month.
Resolution no 5 in regard to appointing an expert for specific matters

Under art.84 of the Act dated July 29th, 2005 on public offering, conditions governing the introduction of financial instruments to organised trading and public companies in connection with art. 400 §1 of the Commercial companies code and § 21 passage 1 of the Charter - the Extraordinary General Meeting of Shareholders decides to appoint an expert for specific matters in the following way, i.e. it authorizes the Supervisory Board to select one of the below mentioned companies, which will carry out the examination, according to the motion of the Shareholder - Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej:

1. Ernst & Young,
2. Deloitte & Touche,
3. HLB Frąckowiak i Wspólnicy,
4. ABN AMRO Corporate Finance (Polska) Spółka z ograniczoną odpowiedzialnością, (LLC)
5. CAIB Financial Advisors Spółka z ograniczoną odpowiedzialnością, (LLC)
6. Rotschild Polska,
7. Rödl & Partner,
8. CSFB Corp. Fin. Spółka z ograniczoną odpowiedzialnością, (LLC)
9. HSBC POLSKA,
10. BNP Paris-Bas Polska.

The subject of the examination will be: the issues in regard to managing the Company by the Management Board, in the scope of matters connected with negotiating, concluding and executing the investment agreement (including possible threats and losses which can result from this agreement for the Company, an observation of the principle of equal treatment of the shareholders as well as other possible infringements) ? upon a the motion of the shareholder, i.e. NFOŚiGW submitted the EGSM of STALEXPORT S.A. on 08.09.2006.
The Supervisory Board will determine the amount of the maximum remuneration of an expert.

Moreover, the subject of the examination should be:

1). the issues in regard to managing the Company by the Management Board in scope of matters connected with negotiating, concluding and executing the investment agreement with particular consideration of:
a) negotiation procedure with potential investors and reasons for choosing an investor, with which the agreement was concluded,
b) procedure/process in regard of adjusting the content of the agreeme