Opinion of the certified expert regarding the merger of the Companies

Referring to reports no 74/2004 dated 25.10 2004 and no 75/2004 dated 28.10.2004, the Management Board of STALEXPORT S.A. informs that on 3.11.2004, the Company received the Opinion of Certified Accountant regarding the merger plan of the Companies STALEXPORT S.A. Katowice and STALEXPORT CENTROSTAL Warszawa S.A. in Warsaw.
The opinion of the certified accountant from the examination of the merger plan of the Companies.
I. Introduction.
This opinion is made on the basis of the decision of the District Court in
Katowice VIII Economic Department of the Domestic Judicial Register of 16.11.2004, reference symbol of files KA. VIII Ns-Rej.KRS 22302/04/273 certified accountant Jadwiga Wójcik, entered in a list of certified accountants under no 7316/3225, court expert of the District Court in Katowice.
The case brought by STALEXPORT Joint Stock Company with seat in Katowice regards the merger of STALEXPORT Joint Stock Company with the seat in Katowice and STALEXPORT ? CETROSTAL Warszawa Joint Stock Company with the seat in Warsaw.
The merger plan submitted to be assessed, comprises:

• introduction,
• basic information about the merger, including:
• type, business and seats of the merging companies,
• way of merger,
• assets transferring,
• shares granting,
• ratio of shares exchange,
• rules of shares allotment, including:
• rules of granting STALEXPORT S.A. shares,
• additional cash payments,
• shareholders after merging,
• date from which the shares of STALEXPORT S.A. granted the shareholders of STALEXPORT ? CENTROSTAL Warszawa S.A. entitle to participating in profits of the acquiring company,
• the rights granted by the acquiring Company to the shareholders of the transferring Company or other people with special rights in the transferring company,
• special benefits for the members of the authorities of the merging Companies and also other people participating in the merger.

The merger plan comprises the attachments:

• a resolution draft of the General Meeting of Shareholders of STALEXPORT S.A. in regard to the Companies merger,
• a resolution draft of the General meeting of Shareholders of STALEXPORT ? CENTROSTAL Warszawa S.A. in regard to the Companies merger,
• a draft of the amendments of STALEXPORT S.A. Charter,
• fixing the value of assets of STALEXPORT ? CENTROSTAL Warszawa S.A. as on 30.09.2004,
• statement on book value of STALEXPORT S.A. made for the purposes of the merger, as on 30.09.2004,
• statement on book value of STALEXPORT ? CENTROSTAL Warszawa S.A. as on 30.09.2004.

II. Detailed information.
The Companies merger will be carried out under art. 492, § 1, point 1 in connection with art. 515, § 1 of the Act dated 15.09.2000 ? Commercial companies code / uniform text DzU of 2003, No 229, item 2276 /.
1. Information regarding the Companies covered by the merger plan.
A. Acquiring company:

• Name: STALEXPORT Joint Stock Company.
• Seat: 40 ? 085 Katowice, 29 Mickiewicza Street,
• Registration: District Court in Katowice VIII Economic Department of National Judicial Register, KRS No 0000016854,
• Equity: 215 524 046,00 zloty, i. e. 107 762 023 ordinary bearer shares with nominal value of 2,00 zloty, each share,
• Regon: 271936361
• NIP: 634 - 013 - 42 - 11

B. Transferring company:

• Name: STALEXPORT ? CENTROSTAL Warszawa Joint Stock Company.
• Seat: 02 -691 Warszawa, ul. Obrzezna 11,
• Registration: District Court for the capital city of Warsaw in Warsaw, XIX Economic Department of the National Judicial Register, KRS No 0000002551,
• Equity: 19 641 175,00 zloty, i.e. 3 928 235 registered ordinary, bearer shares with nominal value of 5,00 zloty each share.
• Regon: 10797930
• NIP: 526 - 10 -07 -328

2. Mode of merger .
The Companies merger will be carried out under art. 492, § 1, point 1 in connection with art. 515, § 1 of the Act dated 15.09.2000 ? Commercial Companies Code / uniform text Dz.U from 2003, No 229, item 2 276 /. STALEXPORT S.A. is the acquiring company; STALEXPORT - CENTROSTAL Warszawa S.A. is the transferring company. The merger will be carried out without increasing the share capital. STALEXPORT S.A. as the acquiring company possesses the shares of STALEXPORT - CENTROSTAL Warszawa S.A. in the amount of 3 485 035 shares. The shares of STALEXPORT S.A. purchased by STALEXPORT S.A. under art. 515, § 2 of the Commercial companies code, will be allotted to the shareholders of the transferring company STALEXPORT ? CENTROSTAL Warszawa S.A., other than STALEXPORT S.A.
3. Ratio of shares exchange.
The shares of STALEXPORT S.A. will be allotted to the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A. proportionally to the STALEXPORT - CENTROSTAL Warszawa S.A. shares possessed by them. The ratio of shares exchange is fixed as follows: one share of STALEXPORT S.A. is worth 1, 5738 share of STALEXPORT ? CENTROSTAL Warszawa S.A. /say: one share of STALEXPORT S.A. is worth one and five thousand seven hundred thirty eight ten thousandth of STALEXPORT ? CENTROSTAL Warszawa S.A. /. In case, if after calculation of shares according to the exchange parity, the existing shareholder of STALEXPORT ? CENTROSTAL Warszawa S.A. would receive a fraction of STALEXPORT S.A. shares, the number of STALEXPORT SA shares issued to him would be rounded down to the nearest integer, and the difference the shareholder would get in the amount being the product of this fraction of STALEXPORT SA share and the STALEXPORT SA share price as an additional cash payment.
The basis of determining the Exchange Parity was the evaluation of STALEXPORT ? CENTROSTAL Warszawa S.A. made by BRE CORPORATE FINANSE S.A. in Warsaw, as on 30.09.2004. According to the evaluation, value of 100% of STALEXPORT ? CENTROSTAL Warszawa S.A. shares amounts to 7 472 thousand zlotys, and the value of one share amounts to 1,9022 zlotys.
The evaluation of STALEXPORT ? CENTROSTAL S.A. was made by the income method according to assumption of the best value measure as a cash flow.
The exchange ration was duly fixed.
4.Date from which the shares give the right to participate in the
profit of the Acquiring Company.
The provision of art. 499 § 1, point 4 of the Commercial companies code is not applied, because the companies merge without increasing the share capital.
5. Rights granted by the Acquiring Company to the shareholders and the people particularly entitled in the Transferring Company .
As a result of merger, no granting of rights are provided for, which are mentioned in art. 499 § 1, point 5 of the Commercial companies code.
6. Particular benefits for the members of the authorities of the merging Companies and people participating in the merger.
As a result of merger, no particular benefits are provided for , which are mentioned in art. 499 § 1, point 6 of the Commercial companies code.
III. Summary
The merger of STALEXPORT S.A, with seat in Katowice, with STALEXPORT ? CENTROSTAL Warszawa S.A. with its seat in Warsaw submitted for assessment, meets the requirements of art. 499 § 1 and 2 of Commercial companies code. Duly fixed ratio of shares exchange was based on the expert valuations of STALEXPORT ? CENTROSTAL Warszawa S.A. made by BRE CORPORATE FINANCE S.A. in Warsaw.
There were no difficulties connected with the valuation of the shares of the merging Companies.

Certified accountant
No 7216/3225

Court expert
Jadwiga Wójcik
Katowice, 01.12.2004