The resolution of the Management Board - an issue of shares of the "F" series

The Management Board of STALEXPORT SA informs that on 7th June 2004 it passed a resolution No. 45/2004 in regard to increasing the stock capital of the Company by the Management Board by issuing the F series shares, depriving the right to acquire shares by the past shareholders of the Company and introducing the F series shares to the stock exchange turnover.
On the basis of art. 444-447 and art. 430-433 in connection with art. 453 § 1 of the Code of commercial companies, § 8 passage 2 and 2a of the Company?s Statutes in connection with resolution No. 5/2004 of the Supervisory Board of STALEXPORT Joint Stock Company with the seat in Katowice of 7th June 2004, the Management Board passes the following:
§ 1

1. The stock capital of the Company is increased by the value not lower than 40 000 000 PLN (forty million PLN) and not bigger than 80 000 000 PLN (eighty million PLN), by issuing no less than 20 000 000 (twenty million) and no more than 40 000 000 (forty million) ordinary bearer F series shares of a nominal value of 2 (two) PLN each.
2. The F series shares will be acquired by cash contributions.
3. The F series shares will participate in the dividend beginning from 1st January 2004.
4. The Management Board will define in later resolutions:

a) the dates of opening and closing the subscription,
b) the emission price of the F series shares, requiring the approval by means of passing a resolution by the Supervisory Board,
c) a possible distribution of the F series shares into portions and principles of rearrangement
d) dates and conditions of enrolling for shares
e) principles of allocating the F series shares
f) other conditions of the F series shares emission in the range that is not settled in this resolution.
§ 2

1. The F series shares will be offered to the shareholders by means of subscription conducted within the public turnover with securities according to art. 2 passage 1 of the law of 21st August 1997 Act on the public turnover with securities (Journal on Laws No. 118, item, 754 with amendments).
2. The Mangement Board of the Company will undertake all legal and effective actions foreseen in the regulations of the law in order to introduce the F series shares to public turnover, as well as, to introduce the F series shares to the turnover at the stock exchange market by the Securities Stock Exchange in Warsaw.

§ 3
The past shareholders are entirely deprived of the right to acquire the F series shares.
The opinion of the Management Board on depriving the right to acquire shares and the mode of determining the emission price:
? The F series shares will be offered to external investors within the public turnover with securities. The finacial means obtained from external investors by issuing the F series shares will increase the capital values of the Company and will enable to further develop its activity.
Moreover, thanks to conducting the emission of the F series shares by depriving the past shareholders of the right to acquire these shares, the Company will gain consecutive shareholders in the nearest time. The emision price of the F series shares will be determined by a separate resolution of the Management Board, passed directly prior to the subscription as the efficient execution of the emission of the F series shares on the public market requires adapting the emission price to the situation at the Securities Stock Exchange in Warsaw, which is variable. Passing a decision in this matter on the basis of the later resolution of the Management Board will enable to determine the emission price at a level which will include the current state of the stock situation.
Out of these reasons depriving the past shareholders of the right to acquire shares is in the interest of the Company and is not contrary to the interests of the Company?s shareholders?.
§ 4
The Management Board of the Company defines the following wording of § 6 and § 7 passage 1 of the Company?s Statutes resulting from the Company?s stock capital increase in the confies of provision capital by issuing the F series shares:
§ 6. The stock capital of the Company amounts to no less than 255 524 046 PLN (two hundred fifty five million five hundred twenty four thousand forty six) and no more than
295 524 046 PLN (two hundred ninety five million five hundred twenty four thousand forty six).
§ 7. 1. The stock capital of the Company is divided into no less than 127 762 023 (one hundred twenty seven million seven hundred sixty two thousand twenty three) and no more than 147 762 023 (one hundred forty seven million seven hundred sixty two thousand twenty three) ordinary bearer shares of a nominal value of 2 (two) PLN each, including 8 341 030 (eight million three hundred forty one thousand and thirty) A series shares with numbers from A000000001 to number A008341030, 492 796 (four hundred ninety two thousand seven hundred ninety six) B series shares with numbers fron B 008341031 to B 8833826, 4 000 000 (four million) D series shares, 94 928 197 (ninety four million nine hundred twenty eight thousand one hundred ninety seven) E series shares with numbers from E 12 833 827 to number 107 762 023 and no less than 20 000 000 (twenty million) and no more than
40 000 000 (forty million) F series shares with numbers from F 107 762 024 to F 147 762 023.?
After completing the subscription of the F series shares, the Management Board of the Company will submit, on the basis of art. 310 § 2-4 in connection with art. 431 § 7 of the Code of commercial companies, a statement to update the value of the stock capital in the Company?s Statutes on the basis of the number of F series shares covered by the subscription.
At the same time, we inform that the Supervisory Board gave consent to deprive the past shareholders of the right to acquire new shares in reference to the ?F? series shares.