Drafts of resolutions for the EGSM on 20.10.2006

Referring to report no 69 dated 27.09.2006, the Management Board of STALEXPORT S.A. makes public the drafts of resolutions of the Extraordinary General Meeting of Shareholders of the Company STALEXPORT S.A. with seat in Katowice convened on 20.10.2006.

Resolution no 1 (draft) 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.

Resolution no 2(draft) 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 regu-lated 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 turn-over 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 mar-ket 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 se-curities, 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 Com-pany 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 regu-lated 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 regu-lated 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(draft) 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 Share-holders decides to reverse the resolutions nos 20 and 21 resolved by the XIII Ordi-nary General Meeting of Shareholders of the Company of 21.07.2006.

Resolution no 4(draft) in regard to an amendment to the Charter

Under art.415 §1 of the Commercial companies code and §21 and §24 passage 1 point 7 of the Charter of the Company the Extraordinary General Meeting of Shareholders decides to amend the Company?s Charter as follows:
I. In §14 passage 2 receives content:

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

II. In §14 passages 5-9 are crossed off.

III. In 24 passage ust.1 point 11 receives content:

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. In §24 passages 2 and 3 are crossed off.

Resolution no 5(draft) 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 .................. zloty per month.

Resolution no 6(draft) in regard to appointing an expert for specific matters

Under § 21 passage 1 of the Company?s Charter, the Extraordinary General Meeting of Shareholders decides to appoint an expert ? company ...............................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 li-abilities,
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 S.p.A, was not concluded,
b) AUTOSTRADE S.p.A withdrew from executing the investment agreement, i.e. it did not subscribe the next issue of shares, because the GSM of STALEXPORT S.A. did 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.

• the Extraordinary General Meeting of Shareholders determines that the examina-tion should start not later than on 01.12.2006 and till that day it obliges the Man-agement Board of the Company to submit the expert the following documents:

1. Letter of Intent,
2. Investment Agreement,
3. The Management Board?s report for 2005,
4. The report of the Supervisory Board for 2005,
5. Information on the process of restructuring of STALEXPORT S.A. (the document drawn up for the Supervisory Board),
6. Other documents necessary for carrying out the reliable examination.

Resolution no 7(draft) in regard to appointing an expert for specific matters

Under art.84 of the Act dated July 29th, 2005 on public offering, conditions gov-erning 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 Share-holders decides to appoint an expert ? company ????????.to examine the matters in regard to managing the Company by its Management Board con-nected with negotiating, concluding and executing the investment agreement (in-cluding 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).
The Extraordinary General Meeting of Shareholders determines that the examina.