Resolutions of the Extraordinary General Meeting of Shareholders

In reference to report No. 4/2004 of 15th January 2004, the Management Board of STALEXPORT SA informs that on 15th January 2004 the Extraordinary General Meeting of Shareholders passed the following resolutions:
Resolution No.1
in regard to appointing a member of the Supervisory Board
On the basis of art. 385 § 1 of the Code of commercial companies and § 14 passage 2 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to appoint Mr. Robert Bender as a member of the Supervisory Board.
Resolution No.2
in regard to appointing a member of the Supervisory Board
On the basis of art. 385 § 1 of the Code of commercial companies and § 14 passage 2 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to appoint Mr.Stanisław Berkieta as a member of the Supervisory Board.
Resolution No.3
in regard to appointing a member of the Supervisory Board
On the basis of art. 385 § 1 of the Code of commercial companies and § 14 passage 2 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to appoint Ms.Krystyna Strzelecka as a member of the Supervisory Board.
Resolution No.4
in regard to appointing a member of the Supervisory Board
On the basis of art. 385 § 1 of the Code of commercial companies and § 14 passage 2 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to appoint Mr. Zbigniew Szałajda as a member of the Supervisory Board.
Resolution No.5
in regard to amendments in the Company?s Statutes
On the basis of art. 430 § 1 of the Code of commercial companies and § 24 passage 1, item 4 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to amend the Company?s Statutes by deleting § 14 passage 3 and 4, § 17 passage 2 and § 24 passage 2.
Resolution No.6
in regard to amendments in the Company?s Statutes
On the basis of art. 430 § 1 of the Code of commercial companies and § 24 passage 1, item 4 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to amend the Company?s Statutes in the following way:
in chapter IV. AUTHORITIES OF THE COMPANY
B. SUPERVISORY BOARD
add item 19) to § 18 passage 2 in the following wording:
? § 18, passage 2:
19) giving consent upon the motion of the Management Board in regard to transferring rights and duties resulting from permissions and concessions granted to the Company by the adequate administration bodies.?
Resolution No.7
in regard to amendments in the Company?s Statutes
On the basis of art. 430 § 1 of the Code of commercial companies and § 24 passage 1, item 4 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to amend the Company?s Statutes in the following way:
In chapter IV. AUTHORITIES OF THE COMPANY
B. SUPERVISORY BOARD
add item 20) to § 18, passage 2 in the following wording:
? § 18, passage 2:
20) upon the motion of the Management Board to express the opinion on selling
and leasing the enterprise and the set of material and non-material components
and also establishing the right of usufruct on it?
Resolution No.8
in regard to changes in the Company?s Statutes
On the basis of art. 430 § 1 of the Code of commercial companies and § 24 passage 1, item 4 of the Company?s Statutes, the Extraordinary General Meeting of Shareholders decides to amend the Company?s Statutes in the following way:
in chapter IV. AUTHORITIES OF THE COMPANY
B. SUPERVISORY BOARD
add item 21) to § 18 passage 2 in the following wording:
? § 18, passage 2:
21) upon the motion of the Management Board to give consent to sell shares
and stocks in the companies whose dominant Company is STALEXPORT SA
with the seat in Katowice?
Resolution No. 9
in regard to amending the Regulations of the General Meeting of Shareholders
On the basis of § 23, passage 2 of the Statutes, the Extraordinary General Meeting of Shareholders of STALEXPORT SA resolves the amendment to the Regulations of the General Meeting of Shareholders of STALEXPORT SA by adding passage 4 to § 23 in the following wording:
?§23
4. In case of electing the members of the Supervisory Board ? upon a formally justified motion of the shareholders ? by means of voting in groups, it is held on the basis of a separate attendance record in a separate place assuring the election of the chairman of the meeting of a given group, conducting the discussion and the election?.
The above amendment comes into force from the next general meeting of shareholders
Data concerning the newly appointed members of the Supervisory Board of STALEXPORT SA:
ROBERT BENDER ? 37 years old, a graduate of the Agricultural Academy in Poznań (he obtained the title of an engineer in 1992), a broker of securities ? licence of the Securities Committee - 1994; Main Commercial School in Warsaw (post-diploma studies in the range of company value management - 2003); he took part in a number of courses and professional seminars, among others ?Primary capital market?, ?A study of financial analysts ?, ?Information duties of public companies?, ?Crediting economic entities?, ?GDR in winning capital?.
From 2001 until now: the Deputy of the Director of the Department of Capital Markets of Bank Zachodni WBK S.A.
Previously: the Chief of the Section in the Department of Capital Markets of the Wielkopolski Bank Kredytowy: A lecturer at the Higher Banking School in Poznań , Central Broker?s Office of the Wielkopolski Bank Kredytowy (successively a broker, head of the team, Chief of the Department).
Member of the Supervisory Board in the Chemical Plant Wizów S.A., Swarzędz Furniture S.A, ZPOW Dwikozy S.A.
He is an employee of BZ WBK S.A., whose activity is not competitive towards Stalexport SA. He does not participate in a competitive company in relation to STALEXPORT SA as a partner of a civil company, private company or as a member of the body of the capital company or in another competitive legal entity as a member of its body (§ 37, item 5).
Robert Bender is not entered into the Register of Bad Debtors, conducted on the basis of the act on the Domestic Court Register (KRS) (§37, item 6)
He has a contract of employment signed with Bank Zachodni WBK S.A. (principle No.24 of the Principles of the Corporate Order).
STANISŁAW BERKIETA, 56 years old, Bachelor of Arts (Mathematics), Lancaster University, Great Britain 1967-1970, Diploma of the Administration and Management Institute, Great Britain ? DIP (INST. AM.) 1972-1974, Member of the Securities Institute in Great Britain (MSI).
Previously:
Salomon Brothers International, Director in charge of business development on the markets of shares of the European rising markets,
Citibank NA (Great Britain) at the posts of:
The Director in charge of Strategic Projects in Poland, Director in charge of banking services for Financial Institutions in Poland and the Director of banking operations in Estonia, Lithuania and Byelorussia and Latvia and Director responsible for the Broker?s Office Citibrokerage,
Ministry of Ownership Transformations, Advisor of the Minister concerning the capital market (within the Phare programme).
Citibank NA (Great Britain) at the posts of:
the Director of Service Development concerning securities and infrastructures of capital markets in Europe, Commercial Director of Investment Services for Europe and the Near East, the Member of a special business team cooperating with the team of the company McKinsey concerning the reorganisation of investment banking. The Director of the Department of Product Development, Director of the Operating Division of the Banking of Enterprises, Director of Regional Opera