Increase in equity capital
Referring to the current report no 19 dated 4.05.2006 concerning the Agreement with Bank Syndicate ? WRJ Sp. z o.o., the Management Board of Stalexport S.A, informs that on 5.06.2006 it passed the resolution no 63 in regard to an increase in stock capital of the Company within the target capital by issuing the F series shares, depriving the right to acquire shares by the existing shareholders of the Company and introducing the F series shares to the stock exchange turnover on the regulated market of Warsaw Stock Exchange, with the following contents:
On the basis of art. 444-447 and art. 430-433 in connection with art. 453 § 1 of the Code of commercial companies, § 8 passage 2 and 2a of the Company`s Charter, in connection with resolution No. 7/2006 of 21.04.2006 of the Supervisory Board of STALEXPORT Joint Stock Company with the seat in Katowice "in regard to giving consent on covering the shares of F series by the in-kind contribution, which will be issued in the framework of the increase in stock capital of the Company within the target capital, to issuing the shares of the F series to the banks constituting the Bank Syndicate and depriving the right to acquire shares of F series by the existing shareholders", the Management Board of the Company passes the following:
§ 1
1. The stock capital of the Company is increased from the amount 215,524,046 zloty (say: two hundred fifteen million five hundred twenty four thousand forty six) to the amount of 247,205,290.00 (say: two hundred forty seven million two hundred five thousand two hundred ninety) i.e. by the amount of 31,681,244.00 (say: thirty one million six hundred eighty one thousand two hundred forty four) by issuing 15,840,622 (say: fifteen million eight hundred forty thousand six hundred twenty two) ordinary bearer F series shares of a nominal value of 2 (two) zloty each share.
2. The issue price of shares of F series amounts to 2,2458 zloty (say: two zloty and 2458/10000) for one share.
3. The F series shares will participate in the dividend beginning from 1st January 2006.
4. The shares of F series will be subscribed in private subscription by submitting the below mentioned Banks, i.e.
a) ING Bank Śląski S.A. with seat in Katowice, address: 34 Sokolska Str. 40-086 Katowice,
b) Bank Millennium S.A. with seat in Warsaw, address: Aleje Jerozolimskie 123a, 02-017 Warszawa,
c) Bank Gospodarki Żywnościowej S.A. with seat in Warsaw, address: ul. Kasprzaka 10/16, 01-211 Warszawa,
d) Bank Handlowy in Warszawa S.A. with seat in Warsaw, address: ul. Senatorska 16, 00-613 Warszawa,
e) Bank Ochrony Środowiska S.A. with seat in Warsaw, address: ul. Jana Pawła II 12, 00-950 Warszawa,
f) PKO Bank Polski S.A. with seat in Warsaw, address: ul. Puławska 15, 02-515 Warszawa,
g) Bank PEKAO S.A. with seat in Warsaw, addreds: ul. Grzybowska 53/57, 00-950 Warszawa,
h) Kredyt Bank S.A. with seat in Warsaw, address: ul. Kasprzaka 2/8, 01-211 Warszawa,
i) Bank Zachodni WBK S.A. with seat in Wrocław, address: ul. Rynek 9/11, 50-950 Wrocław
the offer of subscribing the shares of F series and its approving by the a/m banks.
5. The shares of F series will be covered by in-kind contributions in a form of? receivables of Banks, indicated in point 4, towards STALEXPORT S.A. by virtue of the guarantee, granted by STALEXPORT S.A. , of repayment by Walcownia Rur Jedność Sp. z o.o. (further called WRJ Sp. z o. o) of basic and back-up credits, granted WRJ Sp. z o. o. by a/m Banks on the basis of the following agreements:
- Agreement on Basic Credit in zlotys no KZ/02/96/KK/05a,
- Agreement on Basic Currency Credit no KD/91/96/KK/05a,
- Agreement on Back-up Credit in zlotys no KZp/02/96/KK/05a and
- Agreement on Back-up Currency Credit no KDp/91/96/KK/05a
along with later amendments.
The detailed specification of receivables as well as the list of the creditors along with stating the number of shares due to each of them, is presented in the attachment no 1 to this resolution, which is its integral part.
6. The subscription agreements of shares o F series will be concluded till 3.07.2006.
7. The Management Board of the Company:
a) will define the conditions of allotment of shares of F series and carrying out this allotment,
b) will fix other detailed conditions of issue of shares of F series in the range not ?regulated in this resolution.
§ 2
The Management Board of the Company will execute all proceedings necessary to correctly perform the stipulations of this resolution and the stipulations of the law regulations, in particular:
a) will undertake actions aimed at registering the changes in the Company?s Charter in National Judicial Register, which are connected with the increase in stock capital of the Company by the shares of F series,
b) will undertake actions aimed at introducing/admitting the shares of F series to the turnover on the regulated market of Warsaw Stock Exchange.
§ 3
The existing shareholders are deprived of the right to acquire the shares of F series.
§ 4
In connection with an increase in stock capital of the Company within the target capital by the issue of shares of F series the existing recordings of § 6 and § 7 items 1 of the Charter of the Company are amended as follows.
§6.
The stock capital of the Company amounts to 247,205,290.00 zloty (say: two hundred forty seven million two hundred five thousand two hundred ninety).
§7.1.
The stock capital of the Company is divided into 123,602,645 (one hundred twenty three million six hundred two thousand six hundred forty five) ordinary bearer shares of a nominal value of 2 (two) zloty each, including 8,341,030 (eight million three hundred forty one thousand thirty) A series shares with numbers from A000000001 to number A008341030, 492 796 (four hundred ninety two thousand seven hundred ninety six) B series shares with numbers from B 008341031 to B 8833826, 4,000,000 (four million) D series shares, 94,928,197 (ninety four million nine hundred twenty eight thousand one hundred ninety seven) E series shares with numbers from E 12 833 827 to number 107 762 023 and
15,840,622 (say: fifteen million eight hundred forty thousand six hundred twenty two) shares of F series with numbers from F 107,762,024 to F 123,602,645.?
§ 5
If till 28.02.2007 due to any causes the Register Court, appropriate for STALEXPORT S.A., will not issue legally valid decision on registering an increase in stock capital of STALEXPORT S.A. made under this resolution ? this resolution expires.
§ 6
The receivables of Bank syndicate towards STALEXPORT S.A. contributed to cover shares of F series in the increased stock capital of the company will be transferred to STALEXPORT S.A. the moment the increase in stock capital is registered by the appropriate register court.
§ 7
The day this resolution is passed, the resolution no 45 dated 07.06.2004 of the Management Board of STALEXPORT S.A. expires. The resolution no 45 concerned an increase in stock capital of the Company by the Management Board by issue of shares of F series, depriving the right to acquire shares of F series by the existing shareholders and introducing the F series shares to the stock exchange turnover.
§ 8
It is decided to supplement the resolution passed by the Management Board by the following opinion:
"The opinion of the Management Board on depriving the right to acquire the shares of F series 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 F series by the existing shareholders and the mode of fixing the issue price.
The proposal of repayment of receivables of Banks in a form of exchanging these receivables for shares of the Company on the principles determined in separate Agreement is one of the elements of restructuring of STALEXPORT S.A.
Acceptance of receivables, towards