EGSM on 20.12.2006 - drafts of the resolutions

Referring to the current report no 85 dated 9.11.2006 the Management Board of STALEXPORT S.A. makes public the drafts of the resolutions of the Extraordinary General Meeting of Shareholders of the company STALEXPORT S.A. with seat in Katowice dated 20.12.2006 ? positively assessed by the Supervisory Board.
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)
in regard to an increase in stock capital of the Company

1. Acting under art. 430 §1 and 5, art. 431 §1, art. 432 §1 and art. 433 §2 of the Commercial companies code the Extraordinary General Meeting of Shareholders of STALEXPORT S.A. with seat in Katowice, passes a resolution on increasing the stock capital of the Company by the amount of 179,000,000 zloty (say: one hundred seventy nine million zloty) ? from the amount of 315,524,046 zloty (say: three hundred fifteen million five hundred twenty four thousand forty six zloty) to the amount of 494,524,046 zloty (say: four hundred ninety four million five hundred twenty four thousand forty six zloty), by issuing 89,500,000 (say: eighty nine million five hundred thousand) of new bearer shares of G series with issue price equal to the nominal value, amounting to 2 zloty (say: two zloty).
2. The new shares will participate in dividend as from 2007.
3. The shares will be offered to the company Autostrade S.p.A. with seat in Rome, with excluding the right to acquire shares by existing shareholders of the Company.
4. The agreement with Autostrade S.p.A. on subscribing the shares will be concluded by the Company within 30 days from the day of getting the consent of the President of the Anti-Monopoly Office on accumulation and not later than 6 months from passing this resolution.
5. The subscribed shares will be covered by cash contributions.
6. In connection with the above the content of §6 of the Company?s Charter is changed and it receives the following reading: The stock capital of the Company amounts to 494,524,046 zloty (say: four hundred ninety four million five hundred twenty four thousand forty six zloty 00/100) and the content of §7 section 1 of the Charter of the Company which receives the following reading: The stock capital of the Company is divided into 247,262,023 (two hundred forty seven million two hundred sixty two thousand twenty three) of ordinary bearer shares of a nominal value of 2.00 zloty (two zloty 00/100) each, including 8,341,030 (eight million three hundred forty one thousand thirty) shares of the A series with numbers from A 000000001 to A 008341030, 492,796 (four hundred ninety two thousand seven hundred ninety six) shares of the B series with numbers: from B 008341031 to B 8833826 and 4,000,000 (four million) shares of the D series, and 94,928,197 (ninety four million nine hundred twenty eight thousand one hundred ninety seven) shares of the E series with numbers: from E 12,833,827 to E 107,762,023 and 50,000,000 (fifty million) shares of the F series with numbers: from F107,762,024 to and 89,500,000 shares of G series with numbers from G 157,762,024 to G 247,262,023.?
7. The Supervisory Board is authorized to draw up a uniform text of the Company?s Charter taking into account the changes resulting from this resolution.

The opinion of the Management Board on depriving the right to acquire the shares of G series with numbers from G 157,762,024 to G 247,262,023 by the existing shareholders and the mode of fixing the issue price

The Management Board of the Company STALEXPORT S.A. with seat in Katowice, acting under art. 433 § 2 of Commercial companies code presents its opinion on depriving the right to acquire the shares of G series and the mode of fixing the issue price of the shares of G series with numbers from G 157,762,024 to G 247,262,023.
The Management Board of STALEXPORT S.A. for the few last years has been systematically executing ?the Programme of executing the strategy of STALEXPORT S.A. in the years 2002-2007 under the condition of the arrangement proceedings? approved in 2002
According to the approved plan, the execution of the repayment of the arrangement and off-arrangement liabilities is the most important task of the Company. The arrangement proceedings, which covered the liabilities in the amount of 605 m zloty and the restructuring of the off-arrangement liabilities in the amount of 251 m zloty, gave the possibility for further functioning of STALEXPORT S.A. The company systematically meets its arrangement and off-arrangement liabilities. Till 01.12.2006 13 out of 20 arrangement instalments have been repaid.
The off-arrangement liability towards the State Treasury by virtue of guarantees for Huta Ostrowiec
( ca 78 m zloty) still remains to be additionally repaid, the repayment of which will commence in the second half of 2008. The interests are currently repaid. The matter of the possible liability towards the State Treasury by virtue of guarantees for WRJ Sp. z o.o., which is not settled till today, and which ? according to the best knowledge of the Management Board ? is estimated at maximum ca 88 m zloty.
Such considerable financial burdens affect the diminishing of the working capital, which results in the lack of the development of business activity and credit rating. Analysing the existing situation of the Capital Group of STALEXPORT it should be stated that the main tasks for the near years are:

• the development of the motorway activity so as it becomes the core business of the Company,
• repayment of the restructured liabilities and,
• restructuring of steel business.

The basic conditions of the executing of the above mentioned aims, among other things, are:

• increasing own funds,
• recovering the credit rating,
• recovering the market and business credibility in a degree enabling the expansion on motorway market.

In the opinion of the Management Board, equity capital of the Company does not secure the execution of the business purposes planned by the Company. The scale of needs of the Company indicates, that the necessary means can be obtained only by issue of new shares, which will be offered to the external investor. Such investor would contribute not only the necessary capital to the Company, but also other values, including in particular the experience and market credibility in the strategic activity for the Company, i.e. managing the motorways (highways).
Signing with the Company AUTOSTRADE S.p.A. with the seat in Rome, an investment agreement on 26.06.2006 served this purpose; this agreement anticipates two-stage capital investment in STALEXPORT S.A. In the first stage the amount of 68,318,756 zloty, by issuing 34,159,378 shares of F series was obtained. The issue of 89,500,00 shares of G series in the framework of the second stage and its subscription by AUTOSTRADE S.p.A. will result in capital investment in the company by the amount of 179,000,000 zloty as well as in business support by one of the world?s largest company dealing with the management of toll motorways.
It will allow to:

1. repay the arrangement and off-arrangement liabilities, to increase the equity capital of the Company,
2. winning means for further development of the Company.

Simultaneously, the strategic capital investment of AUTOSTRADE S.p.A. in STALEXPORT SA is the main cause of the increase in prices of the shares of the Company, which has been maintaining till today since occurring the first market ?rumours? in regard to possible investment in Poland by AUTOSTRADE S.p.A. Thus as from 31.12.2005 the stock quotation increased from 1.64 zloty per one share to the 3.79 zloty per one share (as at 04.12.2006).
Depriving the right to acquire shares by the existing shareholders