Resolutions of EGSM

The Management Board of STALEXPORT SA informs that the EGSM of STALEXPORT SA was held on 20.01.2005
The shareholders, participating in the Meeting, represented the equity in the amount of 75 897 366 zlotys ( total equity of the Company amounts to 215 524 046 zlotys), what constituted 37 948683 shares/votes ( total number of shares/votes amounts to 107 762 023).
The shareholders present at the EGSM represented 35,22 % of the Company`s equity.
The following shareholders registered more than 5% share in the equity:

• NFOSiGW - 18 022 835 16,72%
• PKO Bank Polski SA 7.654.779 7,10 %
• Bank Zachodni WBK S.A 5.900.325 5,48 %

Simultaneously the Management Board informs that the following resolutions were passed at the EGSM:

Resolution no 1
In regard to: the election of the Scrutinisers
The Extraordinary General Meeting of Shareholders decides ? according to § 10a of the Regulations of the General Meeting of the Shareholders ? not to elect the 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 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 and with §24 passage 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 the existing own shares of STALEXPORT S.A., purchased 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 219, item 11793 dated 09.11.2004 r., which is the Attachment no 1 to this Resolution.

§ 3
Exchange parity and additional cash payments

1. The shares of STALEXPORT SA will be granted to the 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: for 1,5738 (say: one and five thousand seven hundred thirty eight ten thousandth) shares of STALEXPORT-CENTROSTAL Warszawa SA, the shareholders of this company will receive 1 (say: one) share of STALEXPORT S.A.
2. The shares of STALEXPORT SA will be granted to the 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 each shareholder of STALEXPORT-CENTROSTAL Warszawa SA will receive, other than STALEXPORT S.A., is determined by dividing the number of possessed STALEXPORT ?CENTROSTAL Warszawa SA shares by him, 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, beyond STALEXPORT S.A., 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 an additional cash payment 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 additional cash payments.
5. The STALEXPORT SA share price determined for the needs of Additional 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 additional cash payments 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 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 rails and vehicles roads
• 45.25.B Foundation works
• 45.25.C Execution of building works as far as the erection of steel construction is concerned
• 45.34.Z Execution of other building installations
• 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

• attachment_no_1_to_the_resolution__no2__of_the_egsm.doc doc