EGSM on 20.12.2006

The Management Board of STALEXPORT S.A. in Katowice acting under art. 399 §1 and art. 400 §1 of the Commercial companies code convenes at the motion of the shareholder Autostrade S.p.A: THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLD-ERS, which will be held on 20.12.2006 at 11:00 a.m. in the seat of the Company in Ka-towice, at 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 increase in stock capital of the Company by the amount of 179,000,000 zloty by issue 89,500,000 ordinary bearer shares of G series, at the issue price of 2,00 zloty, to be subscribed by the Company Autostrade S.p.A. with seat in Rome, in a private subscription with excluding the existing shareholders of the right to acquire shares and making the appropriate amendments to the Charter of the Company .
7. Adopting a resolution on application for admitting the shares of G series (which will be issued within an increase in capital according to the resolution mentioned in point 6 of the agenda) 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.
8. Closing of the debate.

ad 6 amendments to the Charter connected with the resolution on an increase in stock capital :
Existing content:

III. STOCK CAPITAL
§ 6
The stock capital amounts to 315.524.046 zloty (three hundred fifteen million five hundred twenty four thousand forty six 00/100).

§ 7

1. The stock capital of the Company is divided into 157,762,023 (one hundred fifty seven million seven 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 F 107,762,024 to F 157,762,023.

Proposed content:
§ 6
The stock capital amounts to 494,524,046 zloty (four hundred ninety four million five hun-dred twenty four thousand forty six 00/100).

§ 7

1. 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 F 107,762,024 to and 89,500,000 shares of G series with numbers from G 157.762.024 to

G 247.262.023.?

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 in financial instruments (Journal of Law No 183 dated 23rd September 2005) ? the right to participate in the General Meeting belongs to the owners of shares who, till 13.12.2006 including, in hours from 8:00 a.m. to 4:00 p.m. will submit in the seat of the Company the required documents. The registration of the persons entitled to participate and giving the voting cards will take place on the day of the 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 pre-sent a proxy in writing.

The Management Board
of Stalexport S.A.