Resolutions - drafts for EGSM on 20.01.2005

The Management Board of Stalexport S.A. is conveying the drafts of the resolutions of the Extraordinary General Meeting of Shareholders of the company STALEXPORT S.A. with its seat in Katowice, convened on 20.01.2005.
Resolution no 1
regarding the election of the Scrutinisers the Extraordinary General Meeting of Shareholders - according to z § 10a of the Regulations of the General Meeting Shareholders – decides not to elect Scrutinisers and to authorize the Chairman of the EGSM to sign the printed results of the voting.
Resolution no 2
regarding the merger of STALEXPORT Joint Stock Company with STALEXPORT-CENTROSTAL Warszawa Joint Stock Company and in regard to the amendments to the Charter
§ 1
Companies Merger
1. Acting on the basis of art. 492 §1 point 1 in connection with art. 515 §1 of the Commercial companies code as well as §24 ust.1 point 10) of the Company’s Charter, the following merger is resolved: STALEXPORT Joint Stock Company with its seat in Katowice, hereinafter called STALEXPORT S.A. with STALEXPORT–CENTROSTAL Warszawa Joint Stock Company with its seat in Warsaw, entered into the register of entrepreneurs of the National Judicial Register, conducted by the District Court for the capital city Warsaw, 20th Economic Department of the National Judicial Register under KRS number 0000002551, hereinafter called STALEXPORT–CENTROSTAL Warszawa S.A., by transferring all assets of STALEXPORT–CENTROSTAL Warszawa S.A. to STALEXPORT S.A. in exchange for shares, which will be granted to the shareholders of STALEXPORT –CENTROSTAL Warszawa S.A., other than STALEXPORT SA.
2. The merger will be carried out without increasing the stock capital of STALEXPORT S.A. – the shareholders of STALEXPORT-CENTROSTAL Warszawa S.A., beyond STALEXPORT S.A., will be granted existing own shares of STALEXPORT S.A., purchase by STALEXPORT S.A. under art. 515 §2 of the Commercial companies code.
§ 2
The merger plan
According to art. 506 § 4 of the Commercial companies code, the Extraordinary General Meeting of Shareholders of STALEXPORT S.A. approves the Merger Plan of STALEXPORT S.A. with STALEXPORT–CENTROSTAL Warszawa S.A., published in Judicial and Economic Monitor no r 219, item 11793 dated 09.11.2004 r., which is the Attachment no 1 to this Agreement.
§ 3
Exchange parity and additional cash payments
1. The shares of STALEXPORT SA will be granted to shareholders of STALEXPORT-CENTROSTAL Warszawa SA , other than STALEXPORT S.A., proportionally to the STALEXPORT-CENTROSTAL Warszawa SA shares possessed by them, by applying the following share exchange ratio: 1,5738 (say: one and five thousand seven hundred thirty eight ten thousandth) shares of STALEXPORT-CENTROSTAL Warszawa SA in exchange for 1 (say: one) share of STALEXPORT S.A.
2. The shares of STALEXPORT SA will be granted to shareholders of STALEXPORT-CENTROSTAL Warszawa SA, other than STALEXPORT S.A., according to the state of possessing shares of STALEXPORT-CENTROSTAL Warszawa SA as on the day of the merger.
3. The number of shares of STALEXPORT SA, which the shareholder STALEXPORT-CENTROSTAL Warszawa SA will receive, other than STALEXPORT S.A., is determined by dividing the number of possessed STALEXPORT –CENTROSTAL Warszawa SA shares on the day of the merger via the Exchange Parity
4. If after applying the Exchange Parity in relation to all STALEXPORT-CENTROSTAL Warszawa SA shares possessed by a given STALEXPORT-CENTROSTAL Warszawa SA shareholder, such a shareholder would be entitled to receive a fraction of the STALEXPORT SA share, the number of STALEXPORT SA shares issued to him would be rounded down to the nearest integer and he would receive extra cash charge in the amount equal to the product of this fraction of STALEXPORT SA share and the STALEXPORT SA share price determined for the needs of extra charge.
5. The STALEXPORT SA share price determined for the needs of Extra Cash Payments amounts to 2.9937 PLN.
6. The product of the fraction of the STALEXPORT SA share and the STALEXPORT SA share price determined for the need of extra charge will be rounded up to a full grosz.
7. The shareholders of STALEXPORT-CENTROSTAL Warszawa SA are people who on the day of the merger will be owners of the STALEXPORT-CENTROSTAL Warszawa SA shares.
8. The date of merging STALEXPORT SA with STALEXPORT-CENTROSTAL Warszawa S.A. will be the date of entering this merger into the proper register according to the seat of STALEXPORT SA.
§ 4
Charter amendments
1. According to art. 506 §4 of the Commercial companies code, the Extraordinary General Meeting of Shareholders of approves the proposed amendments to the Company’s Charter, included in the draft attached to the Merger Plan, made accessible to the shareholders under art. 505 § 1 of the Commercial companies code, in the following reading:
§ 5 receives reading:
„Subject of the Company’s activity:
27.32.Z Production of narrow and flat cold- rolled products
27.33.Z Production of moulded and cold folded goods
27.34.Z Wire production
28.11.A Production of building prefabricated from steel, excluding services
28.11.B Production of steel constructions excluding service activity
28.11.C Service activity as far as steel construction installation is concerned
28.12.Z Production of steel elements of building woodworking
28.40.Z Metal forging, pressing, drawing and rolling; powder metallurgy
28.51.Z Working of metals and metal coating
28.52.Z Mechanical working of steel parts
28.71.Z Production of metal containers
28.73.Z Production of wire goods
28.74.Z Production of joints, screws, chains and springs
28.75.B Other production of steel products
37.10.Z Management of steel waste and scrap
45.21.A Execution of general building works as far as connected with building erection
45.21.B Execution of general building works as far as bridges are concerned
45.22.Z Construction and roofing execution
45.23.A Building rail and vehicles roads
45.25.B Foundation works
45.25.C Execution of building works as far as the erecting of steel construction is concerned
45.34.Z Execution of other building systems
50.10.A Wholesale trade of motor vehicles
51.12.Z Agents activity dealing with sale of fuels, ores, metals and industrial chemicals
51.13.Z Agents activity dealing with sale of wood and building materials
51.44.Z Wholesale trade of steel, ceramics, porcelain and glass products of household use as well as wallpapers and cleaning means
51.5 Wholesale trade of semi-finished products and waste of non-agriculture origin as well as scrap
51.51.Z Wholesale trade of solid, gas liquid fuel, as well as derivatives
51.52.Z Wholesale trade of metals and ores
51.53.A Wholesale trade of wood
51.53.B Wholesale trade of building materials and sanitary equipment
51.54.Z Wholesale trade of steel products and additional equipment, hydraulic and heating equipment
51.55.Z Wholesale trade of chemical products
51.56.Z Wholesale trade of other semi-finished products
51.57.Z Wholesale trade of scrap and waste
51.61.Z Wholesale trade of machine tools
51.65.Z Wholesale trade of other machines and facilities for industry, trade and water transport
51.70.A Other wholesale trade specialised
51.70.B Other wholesale trade not specialised
51.84.Z Wholesale trade of computers, software
52.46.Z Retail trade of metal products,, glass and paints
52.63.Z Other retail trade beyond the chain of shops
55.11.Z Hotels and motels with restaurants
55.23.Z Other places of transitory lodgings, not classified elsewhere
60.24.C Trucks with a driver hiring
60.24.B Road transport of goods on universal vehicles
63.11.C Reloading of goods in other reloading points
63.12.C Storage of goods in other stock-yard
63.21.Z Other activit