Intention to merge the companies

The Management Board of STALEXPORT S.A. informs that, on 22.10.2004, passed a resolution on taking the actions aimed at merging the company Stalexport Centrostal Warszawa S.A. with STALEXPORT S.A.
The main purpose which the companies STALEXPORT S.A. and Stalexport Centrostal Warszawa S.A. are going to reach by merging, is to increase the competitiveness and effectiveness of the economic activity, beneficial for both companies, their shareholders and the business partners as well. The process is the first stage of the consolidation of the distribution companies of the Capital Group of STALEXPORT S.A.
The merger will be carried out on the basis of art.492, par. 1, point 1 of the Commercial companies code, i.e. ?by transferring all the assets of the company being taken over (Stalexport Centrostal Warszawa S.A.) to the company doing the taking over (STALEXPORT S.A.) in exchange for shares granted by the acquiring company to the transferring company (merger by taking over)?
STALEXPORT S.A. specialises in trade (imports, exports, domestic sales) of the steel products, non-ferrous products as well as semi-finished products and raw materials, also steel components. STALEXPORT S.A. possesses its own distribution network covering the whole country, which comprises 10 warehouses and the distribution companies, STALEXPORT S.A subsidiaries. The Company, despite its commercial activity, also offers its customers a range of services including prefabricating and production of elements for concrete reinforcement as well as for cutting and trimming. It belongs to the group of two biggest distribution companies in the country.
STALEXPORT S.A. has also been developing the motorway activity. It possesses 100% shares of the company Stalexport Autostrada Malopolska S.A. (SAM), which has a concession for operating of A4 motorway, Katowice-Kraków section. While Stalexport Autostrada Slaska S.A. in which STALEXPORT S.A. possesses 37,5% shares, obtained the exclusivity for the negotiations with GDDKiA for adapting, operating and toll collecting on the section of A4 motorway between Wroclaw and Katowice.
Individual sales revenues of STALEXPORT S.A. for 6 months 2004 amounted to 439 m zlotys, including 396 m zlotys by virtue of commercial activity.
Stalexport Centrostal Warszawa S.A. is a subsidary of Stalexport S.A. which possesses 88,7% of its shares. The Company is the leader in steel trade on the market of middle-east Poland and the biggest supplier of steel and complete reinforcement for building industry in Warsaw region, and there the level of building and assembling production is the highest in Poland. The Company possesses big storage base in Warsaw ? Sluzewiec and branch offices in Czestochowa, Bialymstok and Sepólno Krajenskie. In Warsaw office the Company has prefabricating reinforcement works with production capacity up to 4 thousand tonnes per month. The Company supplies the steel products, including prefabricated ones, among others for the biggest infrastructure undertakings. The turnover of the company in the first half of 2004 amounted to over 109 m zlotys (increase by 60% in comparison with similar period of 2003). The volume of the sales amounted to over 52 thousand tonnes of steel products, including 19,2 thousand tones of the prefabricating reinforcement. The Company in 50 % was provided by STALEXPORT S.A.