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After EGSM: resolutions passed, changes in SB composition and shareholding over 5 %

Raporty bieżące (ENG) 2006-05-24

The Management Board STALEXPORT S.A informs that on 24th May 2006 the Extraordinary General Meeting of Shareholders took place in the seat of the Company.
The shareholders who were present at the Meeting represented 32,531,495 out of 107,762,023 general number of shares/votes, what constituted 30,19 % of the share capital of the Company.

The shareholders, who registered more than 5% of the share in capital are:

  • Narodowy Fundusz Ochrony Środowiska 18,022,835 16,72 %
  • National Environment Protection and Water Conservation Fund
  • PKO Bank Polski S.A. 5,842,547 5,42 %

I. The Management Board STALEXPORT S.A. informs that the Extraordinary General Meeting of Shareholders passed the following resolutions:

Resolution no 1 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 regarding an application for admitting the shares of F series issued within 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 on the basis of art. 27 passage 2 point 3 of the Act dated 29th July 2005 on public offering and conditions governing the introduction of financial instruments to organized trading and public companies as well as according to art. 5 passage 8 of the Act dated 29th July 2005 on trading in financial instruments, the Extraordinary General Meeting of Shareholders

  1. gives approval for applying for admittance to the public trading on regulated market on Warsaw Stock Exchange S.A. of shares of F series, issued within the framework of an increase in equity of the Company within the range of the target capital and their dematerialisation,
  2. 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, 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.

II. Simultaneously the Management Board informs that there were changes in the composition of the Supervisory Board.

According to the item 6 of the Agenda of the Extraordinary General Shareholders Meeting, Mrs. Krystyna Strzelecka and Mr. Bohdan Wyżnikiewicz were recalled from the membership in the Supervisory Board, and three new members were appointed to be the members of the Supervisory Board, i.e.:

  • Katarzyna Galus
  • Tadeusz Sadowski
  • Jerzy Zieliński

After taking into consideration the a/m changes, the composition of the Supervisory Board is as follows:

  1. Tadeusz Włudyka
  2. Jacek Legutko
  3. Przemysław Majka
  4. Katarzyna Galus
  5. Tadeusz Sadowski
  6. Jerzy Zieliński

The biographies of newly-appointed members of the Supervisory Board will be disclosed in separate current report.

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