OGSM continuation
Referring to the current report no 42 dated 30.06.2006 in regard to the resolutions of the Ordinary General Meeting of Shareholders, and the Best Practices for 2006, the Management Board of STALEXPORT S.A. makes public the resolutions passed by the resumed on 21.07.2006, the Ordinary General Meeting of Shareholders of the Company, after breaking on 30.06.2006.
Resolution no 20 in regard to amending / supplementing a draft of the resolution concerning the amendments to the Charter
On motion of the shareholder Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej (the author of the resolution draft), the XIIIth Ordinary General Meeting of Shareholders of STALEXPORT S.A. decides to supplement § 24 by adding the passage 3 with the reading:
I. In § 24 passage 3 is added with the following reading:
§ 24
3. The reservation, mentioned in passage 2 is in force as long as Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej (Environment Protection and Water Conservation Fund) possesses at least 5 % of the shares of the Company.
Two shareholders opposed this resolution.
Resolution no 21 regarding amendments to the Charter
On the basis of art. 415 § 1 of the Commercial Companies Code and § 24 passage 1 point 7 of the Company?s Charter, the XIIIth Ordinary General Meeting of Shareholders of STALEXPORT S.A. decides to amend the Company?s Charter as follows:
II. In § 14 passage 2 receives reading:
§ 14
2. General Meeting appoints and recalls the members of the Supervisory Board determining their number for a given term of office earlier with the reservation indicated in passage 5 and 6.
III. In § 14 after the passage 4 the passages 5-9 are added with the following reading:
§ 14
5. As long as Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej
(Environment Protection and Water Conservation Fund) possesses at least 10% of shares of the Company, Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej is entitled to appoint and recall 2 (two) members of the Supervisory Board, if the Supervisory Board consists of less than 9 (nine) members or 3 (three) if the Supervisory Board consist of 9 (nine) members.
6. As long as, Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej possesses at least 5% of shares of the Company, Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej is entitled to appoint and recall 1 (one) member of the Supervisory Board, if the Supervisory Board consists of less than 9 (nine) members or 2 (two) if the Supervisory Board consists of 9 (nine) members.
7. Appointing and recalling the members of the Supervisory Board by Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej, described in passages 5 and 6, takes place in a form of statement in writing submitted the Company. In case of appointing the member of the Supervisory Board, the justification of appointing and the detailed biography of the member of the Supervisory Board should be attached to the written statement submitted the Company.
8. The members of the Supervisory Board appointed by Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej have to fulfill the criteria of the member of the Supervisory Board, described in ?Best Practices? accepted by the Company.
9. Rights, mentioned in passages 5 and 6 to appoint and recall the members of the Supervisory Board do not exclude Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej from voting over appointing and recalling the other members of the Supervisory Board .
IV. In § 18 passage 3 item 12) receives reading:
§ 18
3. 12) approving the investment plan for the Company.
V. In § 24 passage 1 item 11) receives the following reading:
§ 24
1. 11) appointing the members of the Supervisory Board after earlier determining their number for a given term of office and their recalling with a reservation indicated in § 14 passages 5 and 6 of the Charter.
VI. In § 24 the passage 2 is added with the following reading:
§ 24
2. The resolutions of the General Meeting of Shareholders indicated in passage 1 item 4) and 7) and 10) can be passed only in case, when Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej cast the votes in favour.
3. The reservation, mentioned in passage 2 is in force as long as Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej (Environment Protection and Water Conservation Fund) possesses at least 5 % of the shares of the Company.
Three shareholders opposed this resolution.
General Meeting of Shareholders of STALEXPORT S.A. ? under art. 430 § 5 of Commercial companies code ? authorized the Supervisory Board to fix the uniform text of the amended Charter.
The shareholders, who registered more than 5% of the share in capital are:
- Narodowy Fundusz Ochrony Środowiska 18,022,835 tj. 16,72 %
- PKO Bank Polski S.A. 5,842,547 tj. 5,42 %