UNIPETROL, a.s.
with its registered office at Prague 1, Klimentská 10, Postal Code: 110 05,
registered in the Commercial Registry maintained with the Municipal Court in Prague
section B, insert 3020
Company ID Number: 61672190
(hereinafter the “Company “),

c o n v e n e s 

ORDINARY GENERAL MEETING
(hereinafter the “General Meeting“),
to be held on 26 June 2008 at 9 am,
in the Great Chamber of Žofín Palace, Prague-Old Town, Slovanský ostrov 226, Postal Code: 110 00,
with the following agenda:

1. Opening of the General Meeting
2. Approval to the rules of procedure for the General Meeting
3. Election of persons into the working bodies of the General Meeting
4. Report of the Company’s Board of Directors on Business Activities of the Company and State of Its Property for 2007 and Explanatory Report of the Company’s Board of Directors prepared pursuant to Section 118(8) of act on Conducting Business on Capital Market
5. Report on the controlling activities of the Supervisory Board in 2007, position of the Supervisory Board to the review of the ordinary non-consolidated financial statements as of 31 December 2007, the ordinary consolidated financial statements as of 31 December 2007, the proposal of the Company’s Board of Directors on settlement of loss for 2007 and position of the Supervisory Board to the review of the Related Parties Report for 2007
6. Approval to the Report of the Company’s Board of Directors on Business Activities of the Company and State of Its Property for 2007
7. Approval to the ordinary non-consolidated financial statements as of 31 December 2007
8. Approval to the ordinary consolidated financial statements as of 31 December 2007
9. Decision on settlement of loss for 2007
10. Amendments to Articles of Association
11. Changes in composition of the Supervisory Board
12. Closing of the General Meeting

Registration of the shareholders will start on 26 June 2008 at 8 am at the place where the General Meeting will be held. The shareholders and their representatives – natural persons identify themselves with a valid identification card; members of shareholders’ statutory bodies – of legal entities – in addition with an officially certificated excerpt from the Commercial Registry, no older than three months from the date of the General Meeting. A representative of a shareholder is obligated to present a written power of attorney executed by the shareholder at the registration, containing the scope of his/her rights to represent the shareholder at the General Meeting.

In case of the power of attorney granted to a legal entity, the representative will also present a certified excerpt from the Commercial Registry and, if applicable, also a written power of attorney authorising him or her to act on behalf of this legal entity. The powers of attorney and the excerpts from the Commercial Registry must be submitted by the respective persons to the Company. The natural persons acting on behalf of an administrator registered in the Prague Securities Centre will identify themselves with a valid identity card and documents evidencing their powers to act.

The right to participate in the General Meeting belongs to the shareholders or administrators listed in an excerpt from the registry of the issuer of securities, held for the Company by the Prague Securities Centre as of the decisive date, i.e. 19 June 2008.

The costs incurred by the shareholders in connection with their participation in the General Meeting will not be reimbursed.

The proposal of amendments to the Articles of Association will be available for inspection of the shareholders for a period of thirty days preceding the General Meeting in the Company’s office at Prague 1, Klimentská 10, in business days (Monday to Friday) from 9 till 12 am. Each shareholder is also entitled to request a copy of the proposal of Articles of Association to be sent to him at his own expenses and risk.

Information for Shareholders:

1. Main data from the regular non-consolidated financial statements prepared under the International Financial Reporting Standards as of 31 December 2007 (in thousands CZK):

The regular non-consolidated financial statements of the Company as of 31 December 2007 will be available for inspection of the shareholders for a period of thirty days preceding the General Meeting in the Company’s office at Prague 1, Klimentská 10, in business days (Monday to Friday) from 9 am till 12 am.

2. Main data from the regular consolidated financial statements prepared under the International Financial Reporting Standards as of 31 December 2007 (in thousands CZK):

The regular consolidated financial statements of the Company as of 31 December 2007 will be available for inspection of the shareholders for a period of thirty days preceding the General Meeting in the Company’s office at Prague 1, Klimentská 10, in business days (Monday to Friday) from 9 am till 12 am.

3. Main data from the Related Parties Report in accordance with the provisions of Section 66a(9) of the Commercial Code for 2007:

The Company was in 2007 a part of a business group controlled by Polski Koncern Naftowy ORLEN Spółka Akcyjna, with registered address ul. Chemików 7, 09-411, Płock, Poland (hereinafter “PKN Orlen“).

In 2007, the Company concluded two contracts with PKN Orlen, on the basis of which the Company pays the appropriate part of the costs relating to joint projects, which are aimed at achievement of synergic affects and increase of the efficiency of certain processes, including travel costs of the members of the statutory bodies of the controlling entity.

In 2007, the Company continued in performance of the following contractual relations with PKN Orlen:

(a) two contracts on the basis of which the Company re-invoiced to PKN Orlen the costs related to the audit of financial statements of ČESKÁ RAFINÉRSKÁ, a.s. (no consideration was received on the basis of these contracts);
(b) a cooperation agreement (no consideration was received or paid on the basis of this contract);
(c) a confidentiality agreement (no consideration was received or paid on the basis of this contract).

As regards the other related parties controlled by PKN Orlen, the Company entered into or continued in performance of the following contractual relations:

(a) the Company concluded in previous years contracts with SPOLANA a.s., on the basis of which (i) the Company is invoiced with costs from lease, (ii) the Company invoices fees for the access to databases and (iii) the Company is paid interest from the credit provided to SPOLANA a.s.;
(b) the Company, on the basis of a contract on payment of premium insurance for professional liability insurance with respect to the members of the Board of Directors and the Supervisory Board, for insurance against liability for damage and for product liability insurance, paid on behalf of SPOLANA a.s. in the relevant period a respective part of premium insurance in compliance with the relevant insurance policies concluded with third parties, whereby the paid amount was subsequently paid by SPOLANA a.s.;
(c) the Company concluded in previous years a contract with Centrum Edukacji Sp. z o.o., on the basis of which the training costs are invoiced to the Company;
(d) the Company concluded in previous years a contract with ORLEN Transport Płock Sp. z o.o., on the basis of which travel expenses are re-invoiced to the Company;
(e) the Company concluded in previous years 4 insurance policies, to which amendments were concluded in 2007. The Company paid premium insurance for its subsidiary Unipetrol RPA to ORLEN Insurance Ltd. on the basis of these contracts.

All contracts concluded by the Company with PKN Orlen or other related parties have been concluded on arms length basis and no detriment has been caused to the Company as result of these contracts.

In 2007, there were no legal acts made on behalf of any related parties and no measures were adopted or executed in favour of or on request of any related parties.

The Related Parties Report for 2007, prepared within the meaning of Section 66a(9) of the Commercial Code, will be available for inspection of the shareholders for a period of thirty days preceding the General Meeting in the Company’s office at Prague 1, Klimentská 10, in business days (Monday to Friday) from 9 am till 12 am.

4. Proposal of amendments to Articles of Association:

(a) The present wording of Article 2 (2) of Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows:

„The registered office of the company is Prague.”

(b) The present wording of Article 16 (5) (c) of Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows:

„granting of a loan or other financial indebtedness by the company to the third party or a receipt of the loan or other financial indebtedness by the company from the third party, which exceed in each particular case the amount of CZK 300,000,000;”

(c) The present wording of Article 18 (10) of Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows:

„The member of the Board of Directors is obliged to ask the Supervisory Board for its prior affirmative standpoint to the performance of a position of statutory body or other body or a member of statutory body or other body of another entity. The member of the Board of Directors may consent to his appointment into the position of the statutory body or other body or a member of the statutory body or other body of another entity and may perform the position of the statutory body or other body or a member of the statutory body or other body of another entity only after he/she receives a prior affirmative standpoint of the Supervisory Board to the appointment to and the performance of the such position. For the avoidance of doubt, the provision of clause 7 letter d) of this article is not affected hereby. The member of the Board of Directors is obliged to abstain from voting on the matters in which is threatening or existing conflict of interest on his part and without undue delay inform on such conflict of interest other members of the Board of Directors of the company. The right of the member of the Board of Directors with respect of which is threatening or pending the conflict of interest to participate in the discussion on the matters within the meaning of the preceding sentence is not affected hereby.”

(d) The present wording of Article 19 (9) of the Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows:

„The Board of Directors may adopt the resolution outside the meeting via a written voting or a voting through the telecommunication means, i.e., through the teleconference, videoconference, communication via fax or e-mail (the “per rollam voting”). The resolution outside the meeting through the per rollam voting may be adopted in a case if such voting is pre-approved by all members of the Board of Directors. The members of the Board of Directors must be informed in advance of the proposal of the wording of the resolution which is submitted for the approval through the per rollam voting. The resolution is approved through the per rollam voting if the majority of all members of the Board of Directors votes for this resolution unless the act or this Articles of Association requests the qualified majority vote. The report on the per rollam voting must be attached to the minutes from the next meeting of the Board of Directors of the company. The detailed rules on the per rollam voting are set forth in the Rules of Procedure of the Board of Directors of Unipetrol.”

(e) At the end of the present provision of Section 20 (5) of the Articles of Association a new provision with the following wording shall be inserted:

“As per request of the member of the Board of Directors, the Supervisory Board grants its prior affirmative standpoint pursuant to Section 18 (10) of this Articles of Association.”

(f) New Clause 7 with the following wording shall be inserted after Clause 6 of Article 21:

„The member of the Supervisory Board is obliged to abstain from voting on the matters in case of which there is threatening of pending conflict of interest on his part and is obliged to notify on such conflict of interest the other members of the Supervisory Board of the company. The right of the member of the Supervisory Board in case of which there is threatening or pending conflict of interest to participate in discussion on the matters within the meaning of the preceding sentence is not affected hereby.”

(g) The proposed wording of Article 22 (4) of the Articles of Association of the Company shall be deleted in its entirety and shall be replaced as follows:

„The Supervisory Board may adopt the resolution outside the meeting via a written voting or a voting through the telecommunication means, i.e., through the teleconference, videoconference, communication via fax or e-mail (the “per rollam voting”). The resolution outside the meeting through the per rollam voting may be adopted in a case if such voting is pre-approved by all members of the Supervisory Board. The members of the Board of Directors must be informed in advance of the proposal of the wording of the resolution which is submitted for the approval through the per rollam voting. The resolution is approved through the per rollam voting if the majority of all members of the Supervisory Board votes for this resolution unless the act or this Articles of Associaiton requests the qualified majority vote. The report on the per rollam voting must be attached to the minutes from the next meeting of the Supervisory Board of the company. The detailed rules on the per rollam voting are set forth in the Rules of Procedure of the Supervisory Board of Unipetrol. “

Other provisions of the Articles of Association of the Company shall not be affected by the foregoing changes.

The Board of Directors of
UNIPETROL, a.s.