Agreement with Autostrade S.p.A

The Management Board of Stalexport S.A., acting on the basis of art. 56 passage 1 item 2 a) of the Act dated 29th July 2005 on public offering and conditions of introducing the financial instruments to the organised system of turnover and public companies (Journal of Law of 2005 No 184, item 1539) and § 9 of the Decree of the Finance Minister of 19.10.2005 on current and periodic information conveyed by the issuers of the securities (Journal of law of 2005 No 209, item 1744), informs that on 26.06.2006 an investment agreement between Stalexport S.A. and Autostrade S.p.A. with seat in Rome (Italy) was concluded.

According to the provisions of the above mentioned agreement Autostrade S.p.A. covers in the first place 34,159,378 m shares of new issue of STALEXPORT S.A., issued under the increase in stock capital within the target capital, which will constitute 21,7% in the share capital of the Company, after taking into consideration the registering of the share capital increase by issue of a part shares of F series subscribed by the Bank syndicate. The issue price will be equal to the nominal value and will amount to 2,00 zloty (two zloty).
The value of new issue of shares will amount to 68,318,756 zloty.

According to the agreement of Autostrade S.p.A. covers the shares of the successive issue, issued on the basis of the resolution of the General Meeting of Shareholders of STALEXPORT S.A., target reaching at least 50 % plus 1 share of the total amount of votes in the share capital of the Company.
The subscription of the successive issue of shares by Autostrade S.p.A. shall be subordinated to fulfilling the following conditions:

1. Passing by the General Meeting of Shareholders of STALEXPORT S.A. resolutions in regard to an increase in stock capital of the company by issuing the shares with nominal value of 2.00 zloty one share, at the issue price of 2.00 zloty per one share, with depriving the right to acquire the shares by the existing shareholders, designed for Autostrade S.p.A. and selling the steel business of STALEXPORT S.A.
2. Sale of the steel business of the Company to a credible buyer on conditions satisfactory to STALEXPORT S.A. shareholders.
3. Obtaining the consent of the President of the Anti-monopoly office on the basis of art. 12 passage 3 point 1 of the Act dated 15 December 2000 on protecting competition and consumers (unform text Journal of Law dated 2003 No 86 item 804).

Autostrade S.p.A. intends to keep Stalexport listed on the Warsaw Stock Exchange.
The criterion of recognising the agreements as the significant ones is the value of these agreements subject, which exceeds 10 % of the shareholders equity of the issuer.