Annual Report 2005

SIGNIFICANT EVENTS THAT OCCURRED AFTER THE CLOSING DATE Three events occurred after the closing date, which according to the Company’s Board of Directors, deserve special comment for shareholders. The 1st significant event is the so-called squeeze-out of minority shareholders of ŽÏAS, a.s. In October 2005 Železiarne Podbrezová a.s. increased its ownership interest in the company by acquiring ownership rights for 90.05%. In line with the amendment of the Commercial Code of the Czech Republic, an Extraordinary General Meeting was called by the Company on 5 December 2005 that - in accordance with Article 183i - approved the transfer of ownership rights for all company’s shares to the majority shareholder – Železiarne Podbrezová a.s. The General Meeting set the amount of the consideration at CZK 570 per share, based on an expert’s opinion and previous approval granted by the Securities Commission in Prague. The transfer of ownership rights related to shares of minority shareholders was registered in the relevant documentation as at 17 March 2006. As a result, the approved consideration was gradually paid to minority shareholders. The 2nd significant event is the acquisition of 51% of shares of GAMO a.s. This was carried out under a merger agreement made between the Information Department and GAMO a.s., under which from 1 January 2006 employees and assets of the Company’s information technologies were subject to the transformation. GAMO a.s., is a Slovak company without venture capital which since 1991 has operated on the market of information technologies. The transformation into a joint venture company allowed the more effective use of both the technical and personnel potential of the two companies, increasing their competitiveness, and generating comprehensive IT solutionswith thepossibility of outsourcing inorder toachieve theultimategoal, i.e. enhancement of the quality of services provided to customers. This is also a logical outcome of the gradual globalisation of this industry, which in Slovakia represents the opportunity for significant growth in almost all areas of society. From 1 January 2006 GAMO a.s. provides services related to the development of the information system of Železiarne Podbrezová a.s., including its safe operation, on an outsourcing basis. The 3rd event of special significance for shareholders is the public offer for the take over of the Company’s shares by ŽP Trade Bohemia a.s., which was required pursuant to Act No. 566/2001 Coll. on Securities and Investment Services, since ŽP Trade Bohemia a.s. along with other entities acting in the accord, exceeded 66% of voting rights related to Železiarne Podbrezová a.s. shares. REPORT BY THE BOARD OF DIRECTORS Report by the Board of Directors Annual Report 2005 Železiarne Podbrezová 25