Agenda of the EGSM - 20.10.2006

The Management Board of STALEXPORT S.A. in Katowice acting under art. 399 §1 and art. 400 §1 of Commercial companies code convenes:
Extraordinary General Meeting of Shareholders which will take place on October 20th, 2006, at 11:00 a.m. in the seat of the company in Katowice, 29 Mickiewicza Street.
Agenda:

1. Opening of the General Shareholders Meeting.
2. Election of the Chairman of the General Shareholders Meeting.
3. Determination of whether the General Shareholders 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. Adopting a resolution on 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.
7. Adopting a resolution on reversal of the resolutions nos 20 and 21 of 21.07.2006 in regard to amendments to the Company?s Charter.
8. Adopting a resolution on an amendment to the Company?s Charter ? in case of registration of the amendments described in resolutions nos 20 and 21 of 21.07.2006.
9. Adopting a resolution on determining the remuneration of the members of the Supervisory Board delegated to permanent individual control.
10. Adopting a resolution on appointing an expert to examine:

1) threats for further functioning of STALEXPORT S.A., including in particular for:
a) executing the re-payment of the arrangement, off-arrangement and trading liabilities,
b) maintaining and increasing the Company?s value for its shareholders,
c) preserving the employment places.
in case when:
a) the Investment Agreement of 26.06.2006 with AUTOSTRADE Sp.A, was not concluded,
b) AUTOSTRADE Sp.A withdraws from executing the investment agreement, i.e. it does not subscribe the next issue of shares, because the GSM of STALEXPORT S.A. does not pass the resolution necessary to execute this agreement.
2) matters in regard to managing the Company by its Management Board, connected with negotiating, concluding and executing of the investment agreement.
11. Adopting a resolution on examining by an expert, at the Company? cost, the matters in regard to managing the Company by its Management Board as far as 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) are concerned.
12. Adopting a resolution on examining, by an auditor for particular matters, at the Company?s cost, the following issues:

• in regard to managing the Company by its Management Board, connected with negotiating, concluding and executing of the investment agreement, in particular:

a) negotiation procedure with potential investors and reasons for choosing an investor, with which the agreement was concluded,
b) procedure in regard of adjusting the content of the agreement with the Employees Trade Union acting in the company,
c) procedure of accepting the content of the agreement by the supervising authorities in the Company,

• conditions on which the investment agreement of 26.06.2006 was concluded, in particular:

a) rights and liabilities of the parties of the investment agreement,
b) risk of not meeting the accepted liabilities by the Company,
c) security of the Company?s interest,
d) possible threats, losses and cost the Company may bear as a result of not meeting the conditions of the agreement,
e) other possible infringements and threats for the Company connected with the concluded agreement,
f) security of interests and an observation of the principle of equal treatment of the shareholders of the Company,
g) security of the employees ?rights.

13. Change of the Regulations of the GSM.
14. Closing of the debate.

ad 8 amendments to the Charter proposed by the shareholder - Autostrade S.p.A.:
Remark: The amendments defined as current contents of the respective article of the Charter, were passed by the XIII OGSM of STALEXPORT S.A. on 21.07.2006 by the resolutions nos 20 and 21, which till placing this announcement to Judicial and Economic Monitor have not been registered by the Court. Moreover, these resolutions were appealed by one of the shareholders.

IV. THE COMPANY?S AUTHORITIES
B. THE SUPERVISORY BOARD
I. Existing contents of passage 2 in § 14:
§ 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.

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

II. Existing contents passages 5-9 in § 14:
§ 14

1. 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 less than 9 (nine) members or 3 (three) if the Supervisory Board consist of 9 (nine) members.
2. 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.
3. 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 statement in writing submitted the Company.
4. The members of the Supervisory Board 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.
5. Rights, mentioned in passage 5 and 6 to appoint and recall the members of the Supervisory Board do not exclude Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej from voting over appointing and recalling the other members of the Supervisory Board .

Proposed change:
In § 14 passages 5-9 to be crossed off:

C. GENERAL MEETING OF SHAREHOLDERS

III. Existing contents passage 1 point 11) in § 24:
§ 24
1. 11) appointing the members of the Supervisory Board after determining the number of its members for a given term earlier and their recalling with reservation indicated in § 14 passages 5 and 6 of the Charter.

Proposed contents:
§ 24
1. 11) appointing the members of the Supervisory Board after determining the number of its members for a given term earlier and their recalling.

IV. Existing contents passage 2 and 3 in § 24:
§ 24
2. The resolutions of the General Shareholders Meeting indicated in passage 1 point 4) and 7) as well as 10) can be passed only when Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej voted in their favour.
3. Reservation, mentioned in passage 2, is in force as long as Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej possesses at least 5% of the shares of the Company.