Resolutions drafts of the EGMS 8.09.2006.
Referring to current report no 50 dated 16.08 2006, the Management Board of Stalexport S.A. makes public the drafts of resolutions of the Extraordinary General Meeting of Shareholders convened on 8.09.2006.
Resolution no 1 (draft) regarding the election of the Scrutinisers
The Extraordinary General Meeting of Shareholders decides ? according to the § 10a of the Regulations of the General Meeting of Shareholders ? not to elect Scrutinisers and to authorise the Chairman of the Extraordinary General Meeting of Shareholders to sign the printed results of the voting.
Resolution no 2(draft) regarding an application for admitting the shares of F series (with numbers from F 123.602.646 to F 157.762.023), issued in the framework of an increase in equity of the Company, within the range of the target capital, to the public trading on the regulated market and their dematerialisation as well as an authorization of the Management Board to conclude with the National Depository for Securities S.A. an agreement on registering the securities, mentioned in art. 5 of Act dated 29th July 2006 on Trading in Financial Instruments.
Acting under art. 27 passage 2 point 3 of the Act dated 29.07.2005 on public offering and conditions of introducing the financial instruments to the organised system of turnover and public companies as well as art. 5 passage 8 of the Act dated 29.07.2005 on Trading in Financial Instruments, the Extraordinary General Meeting of Shareholders:
- gives approval for applying for admittance to the public trading on regulated market on Warsaw Stock Exchange S.A. of shares of F series (with numbers from F 123.602.646 to F 157.762.023), issued in the framework of an increase in equity of the Company within the range of the target capital and their dematerialisation,
- authorizes the Management Board of the Company to conclude with the National Depository of Securities an agreement on registering, in national depository of securities, the shares of F series (with numbers from F 123.602.646 to F 157.762.023), issued within the framework of an increase in equity of the Company within the range of the target capital.
Justification:
On 24th October 2005 the following Acts became effective: Act on public offering and conditions governing the introduction of financial instruments to organized trading and public companies as well as Act on trading in financial instruments.
The first one of the above mentioned Acts imposed an obligation to attach, to a motion about approval of the offering circular of the Company, among others a resolution in regard to an application for admitting the shares of the Company to trading on the regulated market and their dematerialisation.
While according to the stipulations of the other one of the mentioned Acts, the issuer, before lodging a motion about admittance of the securities to the trading on the regulated market, is obliged to conclude with the National Depository of Securities S.A. an agreement on registering the securities.
Summing up, the necessity to pass the a/m resolution of the Extraordinary General Meeting of Shareholders results from the regulations which became effective, and which impose new duties on the securities issuers.
The Extraordinary General Meeting of Shareholders of STALEXPORT S.A. on 24.05.2006, in the resolution no 7 gave approval for applying for admittance to the public trading on regulated market on Warsaw Stock Exchange of the first part of the shares of F series with numbers from F 107,762,024 to F 123,602,645, issued for Bank Syndicate ? in the framework of the increase in equity of the Company within the target capital and their dematerialisation.
Resolution no 3 (draft) regarding determination of the number of the Supervisory Board members
On the basis of art. 385 § 1 of the Commercial companies code and on § 14 passage 2 of the Company?s Charter, the Extraordinary General Meeting of Shareholders decides that the Supervisory Board will consist of ? members.
Joint term of office of the Supervisory Board members of the Vth term lasts three years, i.e. 2004-2006, and their mandates expire on the day of holding the General Meeting which approves the financial statement for the last full turnover year of performing the duties of a member of the Supervisory Board.
The resolution of the XIth OGSM of STALEXPORT S.A. dated 29.06.2004 in regard to determine the number of the members of the Supervisory Board for the Vth term becomes void.