Agenda of OGSM

The Management Board of STALEXPORT SA acting on the basis of art. 402 of the Com-mercial companies code as well as on § 20 passage 3 of the Company?s Charter makes public the agenda of the XIII Ordinary General Meeting of Shareholders, which will take place on 30th June 2006, at 11:00 a.m. in the seat of the company in Katowice, 29, Mickiewicza Street.
Agenda:

1. Opening of the Shareholders General Meeting.
2. Election of the Chairman of the Shareholders General Meeting.
3. Determination of whether the General Meeting has been duly convened and has capacity to undertake resolutions.
4. Adopting of the resolution regarding an election of the Scrutinisers.
5. Approval of agenda.
6. Presentation of the report on the Company's activity and the Company's financial statement for the financial year 2005.
7. Presentation of the report on the STALEXPORT Capital Group?s activity and the consoli-dated financial statement of the STALEXPORT Capital Group for the year 2005 by the Management Board
8. Presentation of the Supervisory Board's report for the turnover year 2005.
9. Adopting the resolution on approval of the Management Board's report on the Company's activity for the turnover year 2005.
10. Adopting the resolution on approval of the Company's financial statement for the turnover year 2005.
11. Adopting the resolution on approval of the Management Board's report on the STALEX-PORT Capital Group's activity for the turnover year 2005.
12. Adopting the resolution on approval of the STALEXPORT Capital Group's consolidated financial statement for the turnover year 2005.
13. Adopting of the resolutions on granting discharge to the members of the Management Board for the turnover year 2005.
14. Adopting the resolutions on granting discharge to the members of the Supervisory Board for the turnover year 2005.
15. Adopting the resolution on loss coverage for the turnover year 2005.
16. Adopting the resolution on applying ?Best practices?.
17. Adopting the resolution on amendments to the Company?s Charter.
18. Closing of the debate.

ad 17. changes in the Charter proposed by NFOŚiGW:

IV. THE COMPANY`S AUTHORITIES

B. THE SUPERVISORY BOARD

I. § 14 item 2

Existing reading:

§ 14
2. The General Meeting appoints and recalls members of the Supervisory Board determining their number for a given term of office earlier.

Proposed reading:

§ 14
2. The General Meeting appoints and recalls the members of the Supervisory Board determining their number for a given term of office earlier, with reservation indicated in passage 5 and 6.

II. In § 14 the passages 5-9 with following reading are added:

§ 14
5.As long as Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej possesses at least 10% of shares of the Company, Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej is entitled to appoint and recall 2 (two) members of the Supervisory Board, if the Supervisory Board consists of not less than 9 (nine) members or 3 (three) if the Supervisory Board consist of 9 (nine) members.
6.As long as, Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej possesses at least 5% of shares of the Company, Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej is entitled to appoint and recall 1 (one) member of the Supervisory Board, if the Supervisory Board consists of less than 9 (nine) members or 2 (two) if the Supervisory Board consists of 9 (nine) members.
7.Appointing and recalling the members of the Supervisory Board by Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej, described in passage 5 and 6, takes place in a form of statement in writing submitted the Company. In case of appointing the member of the Supervisory Board, the justification of appointing and the detailed biography of the member of the Supervisory Board should be attached to the written statement submitted the Company.
8.The members of the Supervisory Board are appointed by Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej have to fulfil the criteria of the member of the Supervisory Board, described in ?Best Practices? accepted by the Company.
9.Rights, mentioned in passage 5 and 6 to apppoint and recall the members of the Supervisory Board not excluding Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej from voting over appointing and recalling the other members of the Supervisory Board .

III. In § 24 passage 1 item 11)

Existing reading:

§ 24
1. 11) appointing members of the Supervisory Board after establishing earlier the number of its members for a given term of office and recalling them

Proposed reading:

§ 24
1. 11) appointing members of the Supervisory Board after establishing earlier the number of its members for a given term of office and recalling them, with reservation indicated in § 14 item 5 and 6 of the Charter.

IV. In § 24 passage 2 with the following reading is added:

§ 24
2. The resolutions of the Ordinary General Meeting indicated in passage 1 item 4) and 7) as well as in 10) can be passed only in case when Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej voted in their favour.

ad 17. changes in Charter proposed by the Management Board:

IV. THE COMPANY`S AUTHORITIES

B. THE SUPERVISORY BOARD

V. § 18 passage 3 item 12)

Existing reading:

§ 18
3.12) to approve the investment plan for the Company and the Capital Group of Stalexport SA

Proposed reading:

§ 18
3. 12) approving of the investment plan for the Company.
The legal and organisational matters:

1. According to art. 406, § 3 of the Commercial companies code and art. 9 passage 3 of the Act on trading of financial instruments (Journal of Law No 183 dated 23rd September 2005) ? the right to participate in the Ordinary General Meeting belongs to the owners of shares who, in period from 19.06.2006 to 23.06.2006 including from 9:00 a.m. to 3:00 p.m. will submit in the seat of the Company, the depositary certificates of shares property together with a statement that the certificates will not be given up before the ending of the General Meeting. The persons entitled to participate in the Ordinary General Meeting of Shareholders will be able to register and get voting cards on the day of General Meeting ? outside the conference room from 10:00 a.m. The documents and information materials required by law, connected with the General Meeting will be available in the seat of STALEXPORT SA in time required by law.
2. The shareholders can participate in the General Meeting as well as vote personally or by the representatives acting on the basis of the written proxy. The representatives of the legal entities are obliged to show actual précis of the register showing the persons entitled to represent that entities. The person not mentioned in the précis should present a proxy in writing.