EGSM 24th May 06 - resolutions drafts

The Management Board STALEXPORT S.A. with seat in Katowice makes public the drafts of the resolutions on matters covered by the agenda of the Extraordinary General Meeting of Shareholders convened on 24th May 2006.

Resolution no  (draft)

of the Extraordinary General Meeting of Shareholders of the Company STALEXPORT S.A. with seat in Katowice dated 24th May 2006

regarding an application for admitting the shares of F series and the shares of successive issues, 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 and the shares of successive issues, 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 as well as the shares of successive issues, 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.