After the Extraordinary General Meeting of Shareholders ? resolutions

The Management Board of STALEXPORT SA informs that on 13th May 2004 at the seat of the company an Extraordinary General Meeting of Shareholders of the Company STALEXPORT SA was held.
The present shareholders at the meeting represented 39 323 822 shares/votes (36.49% of the share capital) out of the total number 107 762 023.
Companies and institutions whose capital exceeded 5%.

• National Environment Protection and Water Conservation Fund 18 022 835 16.72%
• Bank Zachodni WBK S.A. DRK 5 900 325 5.47%
• PKO Bank Polski S.A. 7 654 779 7.10%

The Extraordinary General Meeting of Shareholders decided not to appoint the Credentials Committee.
Resolutions passed by the shareholders present at the Extraordinary General Meeting of Shareholders
Reolution No.1
in regard to amendments in the Company?s Statutes
On the basis of art. 430 § 1 of the Code of commercial companies and § 24 passage 1 item 7 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to amend the Company?s Statutes in the following way:
In chapter III. STOCK CAPITAL
alter the wording of § 8 passage 2 into the following one:
?§ 8
2. The Management Board of the Company is entitled until 12th May 2007 to a ?one-off? or a multiple stock capital increase by the maximum value of 100 000 000 PLN (one hundred million PLN) constituting the provision capital according to art. 444 of the Code of commercial companies by issuing up to 50 000 000 ordinary bearer shares of a nominal value of 2 (two) PLN under the reservation of the following conditions:
1)the shares can also be issued in exchange for non-cash contributions, yet upon receiving the consent of the Supervisory Board;
2)the issued shares cannot be priviledged nor claim rights from art. 354 of the Code of commercial companies;
3)the resolution of the Management Board on determining the emission price requires the consent of the Supervisory Board.
Justification to Resolution No.1
The aim of introducing the provisions to the Company?s Statutes concerning the provision capital is to facilitate the quick and flexible financing of the Company?s activity by the Management Board of the Company on the basis of the statutory entitlement assigned by the General Meeting.
The virtues of this institution are:

1. a considerable shortening of the process of winning financial means within the capital increase as the stock capital increase does not require convening and holding the General Meeting,
2. a significant decrease of costs of the stock capital increase,
3. a considerable decrease of risk of economic changes on the capital market (the Management Board of the Company can offer the shares of the new emission far more quickly and in the most favourable moment for the Company in comparison with the ordinary procedure of increasing stock capital).

Obtaining the consent of the Supervisory Board by the Management Board prior to passing the adequate resolution will be the condition to conduct the stock capital increase on the basis of the provision capital.
The Management Board of the Company will be able to perform its rights granted to it by the General Meeting in a ?one-off? increase or multiple successive increases, yet always within the granted right, what means that the Management Board will be able to exceed neither the upper border of increase, nor the final deadline which was assigned to it.
At present, the binding Statutes of the Company (§ 8 passage 2) contains the entitlement of the Management Board to increase the stock capital- however ? this entitlement, according to the entries of the Code of commercial companies, expires in June of the current year.
The proposed amedments of the Statutes will thus extend until 12th May 2007 and will make the present binding entitlement more precise.
The intention of the proposed amendments in the statutes is to make the Company win additional capital in the period up to three years as a result of a ?one-off? or multiple share emission ? additional capital and appropriate it to replenish current assets and increase the Company?s share in the steel trade market.
The Company in the years 2002-2003 effectively conducted the financial restructuring by concluding the court proceedings with creditors and the conversion of a part of the indebtedness into stock capital.
Positive financial results achieved by the Company in the year 2003 which are an effect of not only the financial restructuring, but also a business and organisational reorientation, were reflected in a clear increase of the Company?s share quotations at the Securities Stock Exchange in Warsaw and simultaneously very high turnovers what is a proof of the interest of financial investors in the Company. An additional element which undoubtedly has an impact upon such an interest in the company is the good economic situation on the steel market.
Taking the above into consideration, the Management Board of the Company intends to undertake actions the aim of which is to win new financial means and to appropriate them for the development and further Company value increase for investors.
The newly won capital will be appropriated, first of all, for:

1. the share increase in the steel market by strengthening the distribution network as a result of the consolidation and canvassing,
2. financing motorway projects, and obtaining the concession for the toll A-4 Katowice ?Kraków Motorway section,
3. the increase of current assets what will be directly reflected in a favourable way in the financial liquidity and thus in the possibility to meet the agreements concluded with creditors and in the increase of incomes from the core business.

Having the authorization by the Management Board to increase the capital can turn out to be extremely important in a situation if the tender for obtaining the concession for the toll A-4 Katowice-Wrocław motorway section is positively determined and one will have to win means to execute this project in a very short time.
Having in mind the above arguments, the Management Board proposed to pass an adequate resolution by the Extraordinary General Meeting of Shareholders in regard to amending the Company?s Statutes, what will enable to continue actions aimed at winning additional capital.
Resolution No.2
In regard to amendments in the Company?s Statutes
On the basis of art. 430 § 1 of the Code of commercial companies and § 24 passage 1 item 7 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to amend the Company?s Statutes in the following way:
In chapter III: STOCK CAPITAL
add item 2a to § 8 in the following wording:
?2a. The Management Board of the Company by passing the resolution to increase the stock capital within the provision capital is entitled ? upon receiving the consent of the Supervisory Board - to deprive the right to the share entirely or partially.
Justification to resolution No.2
Ensuring financing by the Company can require to conduct the emission of shares by depriving the present shareholders of the right to the shares. The necessity to deprive of the right to the share will occur, in particular, in case of issuing shares covered in exchange for non-cash contributions. Out of the above described reasons it is compatible with the interest of the Company to entitle the Management Board to deprive the shareholders of the right to the shares concerning the stock capital increases in the confines of the provision capital entirely or partially - with the consent of the Supervisory Board.