The MB position regarding the merger

According to Art. 499 of the Commercial companies code and Ordinance of the Council of Ministers § 5 passage 1 point 22 and § 28 ust 3, the Management Board of STALEXPORT S.A. publishes:
The position of the Management Board of STALEXPORT S.A. regarding the merger of the Company STALEXPORT S.A. - with the seat in Katowice, with the Company STALEXPORT-CENTROSTAL Warszawa S.A. with the seat in Warsaw.
On 22nd October 2004, the Management Boards of the Companies STALEXPORT S.A. and STALEXPORT? CENTROSTAL Warszawa S.A. passed the resolution about starting the works, the aim of which is to merge STALEXPORT S.A. with STALEXPORT -CENTROSTAL Warszawa S.A.
On 28th October 2004 a Merger Plan was agreed upon and signed by the Management Boards of both companies, determining ? according to art. 499 § 1 of the Commercial companies code (thereinafter called ?CCC) among others, the mode of merging Companies and the share exchange ratio.
The merger will take place 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 the 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 stock capital of STALEXPORT S.A.
The merger will take place without increasing the stock capital of STALEXPORT S.A. due to the fact that STALEXPORT S.A. will have its own shares, purchased according to art. 515 § 2 of the Commercial companies code. These shares will be granted to the shareholders of STALEXPORT-CENTROSTAL Warszawa S.A., other than STALEXPORT S.A.
STALEXPORT-CENTROSTAL Warszawa S.A. will transfer its assets entirely onto STALEXPORT S.A. together with all benefits and burdens, dissolving STALEXPORT- CENTROSTAL Warszawa S.A. without conducting the liquidation proceedings, according to art. 493 § 1 of the Commercial companies code, in exchange for shares, which STALEXPORT S.A. will issue to the shareholders of STALEXPORT-CENTROSTAL Warszawa S.A.
In exchange for transferring the assets of STALEXPORT-CENTROSTAL Warszawa S.A. to STALEXPORT S.A., the Company 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.
After the merger, the acquiring company will conduct the enterprise under the present Company STALEXPORT Joint Stock Company (STALEXPORT S.A.)
STALEXPORT S.A. DEVELOPMENT STRATEGY AFTER THE MERGER
The economic activity of STALEXPORT S.A. after the merger will still concentrate on:

• the development of an effective commercial activity on the basis of the existing and developing sales network,
• a further organisational restructuring of the Company and the Capital Group aiming at its consolidation,
• a further reduction of the functioning costs of the Company and the Capital Group,
• development of the motorway activity.

In the opinion of the Management Board of STALEXPORT S.A. the merger of STALEXPORT S.A. with STALEXPORT ? CENTROSTAL Warszawa S.A. should result in the following benefits:

• increasing the share of the Company STALEXPORT S.A. in the steel market in Poland; currently STALEXPORT S.A. has an approximate 5% share in the domestic steel market, and the company STALEXPORT-CENTROSTAL Warszawa S.A. ca 15% share in the local steel market in the vicinity of Warsaw. After the merger STALEXPORT S.A can in a short period of time, achieve a 7-8 % share in the steel market in Poland. Such a share in the market will strengthen STALEXPORT S.A. in the position of the leader among the Polish enterprises trading with steel, what in consequence will increase the capacity to win both new orders, as well as, new customers.
• obtaining by STALEXPORT S.A. a high position in the ranking of the Polish enterprises trading with steel, will enable to take up a more efficient competition in applying for significant orders and contracts on the domestic market, as well as, on the markets of the European Union and world markets.
• achievement of the improvement of the management effectiveness, each of the merging Companies has its own specific resources and know-how, which used in the scale of the merged Companies will bring about effects in the form of the reduction of costs, an acceleration of the pace of executing basic processes and profitability increase. Thus, one assumes the merger in one activity division connected with supply and logistics, as well as more flexible and more effective management with current assets, what was until now duplicated by both companies. It will enable to obtain favourable scale effects, simultaneously rationalizing functioning costs,
• obtaining essential savings of costs as a result of reducing general costs connected with management and general costs directly connected with commercial activity. Moreover, the restructuring of the organizational facilities will have an essential impact on the reduction of costs. The above actions in a longer period of time will bring about an increase of profitability and functioning effectiveness after the merger of Companies.

The planned share exchange ratio
The shares of STALEXPORT S.A. will be granted to the shareholders of STALEXPORT-CENTROSTAL Warszawa S.A. proportionally to the STALEXPORT-CENTROSTAL Warszawa S.A., shares possessed by them, by applying the following share exchange ratio: for 1,5738 (say: one and five thousand seven hundred thirty eight ten thousandth) shares of STALEXPORT-CENTROSTAL Warszawa S.A., the shareholders of this Company will receive 1 (say: one) share of STALEXPORT S.A. (thereinafter called: Exchange parity? ).
The principles of granting STALEXPORT S.A. shares
The shares of STALEXPORT S.A. will be granted to shareholders of STALEXPORT-CENTROSTAL Warszawa S.A., according to the state of possessing shares of STALEXPORT-CENTROSTAL Warszawa S.A. as on the day of the merger. The number of shares of STALEXPORT S.A., which the shareholder of STALEXPORT-CENTROSTAL Warszawa S.A., will receive, is determined by dividing the number of possessed STALEXPORT-CENTROSTAL Warszawa S.A. shares on the day of the merger via the Exchange Parity. The shareholders of STALEXPORT-CENTROSTAL Warszawa S.A. are the people who on the day of the merger will be the owners of shares of STALEXPORT-CENTROSTAL Warszawa S.A. Issuing shares of STALEXPORT S.A. will take place at the moment of entering them on the accounts of the securities indicated by the shareholders of STALEXPORT-CENTROSTAL Warszawa S.A. managed by the banks or brokers ?offices or in the register conducted by the issue sponsor.
If after applying the Exchange Parity in relation to all STALEXPORT- CENTROSTAL Warszawa S.A. shares possessed by a given shareholder of STALEXPORT- CENTROSTAL Warszawa S.A., such a shareholder would be entitled to receive a fraction of the STALEXPORT S.A. share, the number of STALEXPORT S.A shares issued to him would be rounded down to the nearest integer and he would receive additional cash payment in the amount equal to the product of this fraction of STALEXPORT S.A. share and the STALEXPORT S.A. share price determined for the needs of the additional cash payment.
The STALEXPORT S.A. share price determined for the needs of the additional cash payments amounts to 2,9937 zlotys.
The product of the fraction of the STALEXPORT S.A. share and the STALEXPORT S.A. share price determined for the needs of the additional cash payments will be rounded up to a full grosz.
Structure of the shareholders after the merger
After carrying out the merger the shareholders of STALEXPORT-CENTROSTAL Warszawa S.A. will become the owners of ca 0,26 % of votes at the General Meeting of Shareholders of STALEXPORT S.A., and the present shareholders of STALEXPORT S.A. will have about 99,74% votes at the STALEXPORT S.A. General Meeting.
The day from which the shares of STALEXPORT S.A. iss