The merger plan of the Companies

Referring to the report no 74 dated 25.10.2004 the Management Board of the Company informs about the merger of the companies:

• MERGER PLAN OF STALEXPORT JOINT STOCK COMPANY
• WITH STALEXPORT - CENTROSTAL Warszawa Joint Stock

dated 29.10.2004.
I. INTRODUCTION
This merger plan (?Merger Plan?) was prepared on the basis of art. 498 and art. 499 of the Act dated 15.09.200 ? Commercial companies code (Dz. U. No 94, item. 1037 with later amendments ) (Ksh) in connection with an intention to merge STALEXPORT S.A. with its seat in Katowice with STALEXPORT - CENTROSTAL Warszawa S.A. with its seat in Warsaw (hereinafter called Companies ).
The merger plan was approved and signed by the Management Boards of both companies.
II. BASIC INFORMATION ABOUT THE MERGER
1. Type, business and seat of the merging Companies
Acquiring company:
STALEXPORT Joint Stock Company (called hereinafter ?STALEXPORT S.A.?) with its seat in Katowice, at 29 Mickiewicza Street, entered in the register of companies in National Judicial Register, conducted by District Court in Katowice, VIII Economic Department of the National Judicial Register under KRS no 0000016854. STALEXPORT S.A. equity amounts to 215.524.046 zloty and is divided into 107.762.023 ordinary bearer shares of a nominal value of 2,00 zloty each share. STALEXPORT S.A. is public company, the shares of which are listed at Securities Stock Exchange in Warsaw S.A.
Transferring company:
STALEXPORT - CENTROSTAL Warszawa Joint Stock Company (called hereinafter ?STALEXPORT - CENTROSTAL Warszawa S.A.?) with its seat in Warsaw at 11 Obrzezna Street, entered in the register of companies of National Judicial Register, conducted by District Court for the city of Warsaw in Warsaw, XIX Economic Department of the National Judicial Register under KRS no 0000002551. STALEXPORT - CENTROSTAL Warszawa S.A. equity amounts to 19.641.175,00 zlotys and it is divided into 3.928.235 ordinary registered shares of a nominal value 5,00 zlotys each share, out of which STALEXPORT SA. has 3.485.035 shares.
2. Mode of merger
The merger will be carried out according to art. 492 § 1 point 1 in connection with art. 515 § 1 of the Commercial companies code, i.e. by transferring all assets of STALEXPORT - CENTROSTAL Warszawa S.A. to STALEXPORT S.A. in exchange for shares of STALEXPORT S.A., which will be granted to the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A., other than STALEXPORT S.A., without increasing the equity of STALEXPORT S.A.
The merger will be carried out without increasing the equity of STALEXPORT S.A. because STALEXPORT S.A. will have its own shares, purchased under art. 515 § 2 of the Commercial companies code. The shares will be granted to the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A., other than STALEXPORT S.A.
The date of the merger of STALEXPORT S.A with STALEXPORT ? CENTROSTAL WARSZAWA S.A will be the date of entering the merger in register appropriate for the seat of STALEXPORT S.A..
The rules, described below, regarding the exchange of shares as well as the rules of granting the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A. the shares of STALEXPORT S.A., refer to all shareholders of STALEXPORT - CENTROSTAL Warszawa S.A., excluding STALEXPORT S.A., which would receive the shares, being its own shares.
3. Assets transferring
STALEXPORT - CENTROSTAL Warszawa S.A. will transfer to STALEXPORT S.A. its all assets together with all benefits and burdens, dissolving STALEXPORT - CENTROSTAL S.A. without carrying out the liquidation proceedings, according to art. 493 § 1 of the Commercial Companies Code, in exchange for shares, which STALEXPORT S.A. will allot to the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A.
4. Shares granting
In exchange for transferring the assets of STALEXPORT - CENTROSTAL Warszawa S.A. to STALEXPORT S.A., STALEXPORT S.A will distribute to the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A., no more than 281.620 ordinary bearer shares of STALEXPORT S.A.
III. RATIO OF SHARES EXCHANGE
The shares of STALEXPORT SA will be allotted to the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A., beyond STALEXPORT S.A., proportionally to the STALEXPORT - CENTROSTAL Warszawa S.A shares possessed by them, at the following exchange ratio: 1,5738 (say: one zloty five thousand seven hundred thirty eight ten-thousandth) of share of STALEXPORT - CENTROSTAL Warszawa S.A. in exchange for 1 (say: one) share of STALEXPORT SA ( called hereinafter ?Exchange Parity?).
If after applying the Exchange Parity in relation to all shares of STALEXPORT - CENTROSTAL Warszawa S.A., owned by given shareholder of STALEXPORT - CENTROSTAL Warszawa S.A., beyond STALEXPORT S.A., such a shareholder would have the right to get a fractional number of shares of STALEXPORT S.A., then the number of shares of STALEXPORT S.A. allotted him, will be rounded down to the nearest integer and he would receive additional cash payment in the amount equal with the product of this fractional number of shares of STALEXPORT S.A. and the share price of STALEXPORT S.A., determined for the needs of additional payments (additional cash payment).
The price of share of STALEXPORT S.A. determined for the needs of Additional Cash Payments amounts to 2,9937 zloty.
The product of the fractional number of shares of STALEXPORT S.A. and the share price of STALEXPORT S.A., determined for the needs of the additional cash payments will be rounded up to a full grosz.
IV. RULES OF SHARE ALLOTMENT
1. Rules of the allotment of shares of STALEXPORT S.A.
The shares of STALEXPORT SA will be allotted to the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A., according to the state of possessed shares of STALEXPORT CENTROSTAL Warszawa S.A. as on the day of the merger. The number of shares of STALEXPORT SA, received by each shareholder of STALEXPORT - CENTROSTAL Warszawa S.A., is determined by dividing the number of shares of STALEXPORT - CENTROSTAL Warszawa S.A. owned by him, by the Parity of Exchange, as on the day of the merger. The shareholders of STALEXPORT - CENTROSTAL Warszawa S.A. are the people who on the day of the merger, will be the owners of the shares of STALEXPORT - CENTROSTAL Warszawa S.A.. Issuing shares of STALEXPORT SA will take place the moment the shares are entered on the securities accounts indicated by the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A. managed by banks or by brokers? offices or in the register conducted by the issue sponsor.
2. Additional cash payments
If after applying the Exchange parity in relation to all shares of STALEXPORT - CENTROSTAL Warszawa S.A., owned by given shareholder of STALEXPORT - CENTROSTAL Warszawa S.A., beyond STALEXPORT S.A., such a shareholder would have the right to get a fractional number of shares of STALEXPORT S.A., then the number of shares of STALEXPORT S.A. allotted him, would be rounded down to the nearest integer and he would receive additional cash payment in the amount equal with the product of this fractional number of shares of STALEXPORT S.A. and the share price of STALEXPORT S.A., determined for the needs of additional payments.
The price of share of STALEXPORT S.A. determined for the needs of Additional Cash Payments amounts to 2,9937 zloty.
The product of the fractional number of shares of STALEXPORT S.A. and the share price of STALEXPORT S.A., determined for the needs of the additional cash payments will be rounded up to a full grosz.
3. Shareholders structure after the merger
After carrying out the merger:

• the shareholders of STALEXPORT - CENTROSTAL Warszawa S.A. will become the owners of ca 0,26 % votes at the General Shareholders Meeting of STALEXPORT S.A.,
• the existing shareholders of STALEXPORT SA will possess ca 99,74% votes at the General Shareholders Meeting of STALEXPORT S.A.

V. DATE FROM WHICH THE SHARES OF STALEXPORT S.A. ISSUED TO THE SHAREHOLDERS OF STALEXPORT - CENTROSTAL WARSZAWA S.A. ENT